<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-003468
<TYPE>10-K/A
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20011231
<FILING-DATE>20020409
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>STIFEL FINANCIAL CORP
<CIK>0000720672
<ASSIGNED-SIC>6211
<IRS-NUMBER>431273600
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-K/A
<ACT>34
<FILE-NUMBER>001-09305
<FILM-NUMBER>02605242
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE FINANCIAL PLAZA
<STREET2>501 N BROADWAY
<CITY>ST. LOUIS
<STATE>MO
<ZIP>63102-2102
<PHONE>314-342-2000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE FINANCIAL PLAZA
<STREET2>501 N BROADWAY
<CITY>ST. LOUIS
<STATE>MO
<ZIP>63102-2102
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>c68372a1e10-ka.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM 10-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               AMENDMENT NO. 1 ON
                                   FORM 10-K/A


(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the fiscal year ended December 31, 2001

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from ______________ to ______________.

Commission file number 1-9305

                             STIFEL FINANCIAL CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   43-1273600
---------------------------------------     ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

        501 North Broadway
        St. Louis, Missouri                              63102-2102
----------------------------------------    ------------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code      314-342-2000
                                                    ----------------------------


Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of Each Exchange
         Title of Each Class                        On Which Registered
----------------------------------------    ------------------------------------
 Common Stock, Par Value $.15 per share           New York Stock Exchange
                                                  Chicago Stock Exchange

Preferred Stock Purchase Rights                   New York Stock Exchange
                                                  Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]   No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K  [X]

Aggregate market value of voting stock held by non-affiliates of the registrant
at March 13, 2002, was $71,657,078.

Shares of Common Stock outstanding at March 13, 2002: 7,367,885 shares, par
value $.15 per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Proxy Statement filed with the SEC in connection with
the Company's Annual Meeting of Stockholders to be held May 9, 2002, are
incorporated by reference in Part III hereof. Exhibit Index located on pages 4
and 5.


                                        1
<PAGE>
                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is being filed solely to file certain
additional exhibits. The remaining portions of the original Form 10-K are not
being amended.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)     (3) Exhibits: See Exhibit Index on pages 4 and 5 hereof.


                                       2
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 8th day of April 2002.

                                      STIFEL FINANCIAL CORP.
                                           (Registrant)




                                      By  /s/ Ronald J. Kruszewski
                                          ------------------------
                                          Ronald J. Kruszewski
                                          Chairman of the Board, President,
                                          Chief Executive Officer, and Director


                                       3
<PAGE>
                                  EXHIBIT INDEX

                     STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K
                          YEAR ENDED DECEMBER 31, 2001

EXHIBIT
NUMBER           DESCRIPTION

3. (a)      Restated Certificate of Incorporation and as amended of Financial
            filed with the Secretary of State of Delaware on May 31, 2001,
            incorporated herein by reference to Exhibit 3.(a) to Financial's
            Quarterly Report on Form 10-Q (File No. 001-9305) for the quarterly
            period ended June 30, 2001.

   (b)      Amended and Restated By-Laws of Financial, incorporated herein by
            reference to Exhibit 3.(b)(1) to Financial's Annual Report on Form
            10-K (File No. 1-9305) for fiscal year ended July 30, 1993.

4. (a)      Preferred Stock Purchase Rights of Financial, incorporated herein by
            reference to Financial's Registration Statement on Form 8-A (File
            No. 1-9305) filed July 30, 1996.

10.(a)(1)   Employment Agreement with George H. Walker III dated August 21,
            1987, incorporated herein by reference to Exhibit 10.(c) to
            Financial's Annual Report on Form 10-K (File No. 1-9305) for the
            fiscal year ended July 31, 1987.*

   (a)(2)   First Amendment to Employment Agreement with George H. Walker III,
            incorporated herein by reference to Exhibit 10.(a)(2) to Financial's
            Annual Report on Form 10-K (File No. 1-9305) for the fiscal year
            ended July 31, 1992.*

   (b)      Form of Indemnification Agreement with directors dated as of June
            30, 1987, incorporated herein by reference to Exhibit 10.2 to
            Financial's Current Report on Form 8-K (date of earliest event
            reported - June 22, 1987) filed July 14, 1987.

   (c)      1983 Incentive Stock Option Plan of Financial, incorporated herein
            by reference to Exhibit 4.(a) to Financial's Registration Statement
            on Form S-8 (Registration File No. 2-94326) filed November 14,
            1984.*

   (d)      1985 Incentive Stock Option Plan of Financial, incorporated herein
            by reference to Exhibit 28C to Financial's Registration Statement on
            Form S-8, as amended (Registration File No. 33-10030) filed November
            7, 1986.*

   (e)      1987 Non-qualified Stock Option Plan of Financial, incorporated
            herein by reference to Exhibit 10.(h) to Financial's Annual Report
            on Form 10-K (File No. 1-9305) for the fiscal year ended July 31,
            1987.*

   (f)      Amendment to 1983 Incentive Stock Option Plan, 1985 Incentive Stock
            Option Plan, and 1987 Non-Qualified Stock Option Plan, incorporated
            herein by reference to Exhibit 10.(f) to Financial's Annual Report
            on Form 10-K (File No. 1-9305) for the fiscal year ended July 28,
            1989.*

   (g)      Dividend Reinvestment and Stock Purchase Plan of Financial,
            incorporated herein by reference to Financial's Registration
            Statement on Form S-3 (Registration File No. 33-53699) filed May 18,
            1994.

   (h)      Amended and Restated 1997 Incentive Plan of Financial, incorporated
            herein by reference to Financial's Registration Statement on Form
            S-8 (Registration File No. 333-84717) filed on August 6, 1999.*

   (i)      1998 Employee Stock Purchase Plan of Financial, incorporated herein
            by reference to Financial's Registration Statement on Form S-8
            (Registration File No. 333-37807) filed October 14, 1997.*

   (j)(1)   Employment Letter with Ronald J. Kruszewski, incorporated herein by
            reference to Exhibit 10.(l) to Financial's Annual Report on Form
            10-K (File No. 1-9305) for the year ended December 31, 1997.*



                                       4
<PAGE>
   (j)(2)   Stock Unit Agreement with Ronald J. Kruszewski, incorporated herein
            by reference to Exhibit 10.(j)(2) to Financial's Annual Report on
            Form 10-K (File No. 1-9305) for the year ended December 31, 1998.*

   (k)      Loan Agreement with Western & Southern Life Insurance Company dated
            February 24, 1999, including amendments thereto, incorporated herein
            by reference to Exhibit 10.(a) to Financial's Quarterly Report on
            Form 10-Q (File No. 001-9305) for the quarterly period ended
            June 30, 2001.

   (l)      1999 Executive Incentive Performance Plan of Financial, incorporated
            herein by reference to Annex B of Financial's Proxy Statement for
            the 1999 Annual Meeting of Stockholders filed March 26, 1999.*

   (m)      Equity Incentive Plan for Non-Employee Directors of Financial,
            incorporated herein by reference to Financial's Registration
            Statement on Form S-8 (Registration File No. 333-52694) filed
            December 22, 2000.*

   (n)      Stifel, Nicolaus & Company, Incorporated Wealth Accumulation Plan,
            incorporated herein by reference to Financial's Registration
            Statement on Form S-8 (Registration File No. 333-60506) filed May 9,
            2001.*

   (o)      Stifel Nicolaus Profit Sharing 401(k) Plan, incorporated herein by
            reference to Financial's Registration Statement on Form S-8
            (Registration File No. 333-60516) filed May 9, 2001.*

   (p)      Stifel Financial Corp. 2001 Incentive Plan, incorporated herein by
            reference to Financial's Registration Statement on Form S-8
            (Registration File No. 333-82328) filed February 7, 2002.*

   (q)      Promissory Note dated August 1, 1999 from Tom Prince payable to
            Stifel, Nicolaus & Company, Incorporated, incorporated herein by
            reference to Financial's Annual Report on Form 10-K (File No.
            001-9305) for the year ended December 31, 2001 filed on March 27,
            2002.*

   (r)      Promissory Note dated March 5, 2002 from Tom Prince payable to
            Stifel, Nicolaus & Company, Incorporated, incorporated herein by
            reference to Financial's Annual Report on Form 10-K (File No.
            001-9305) for the year ended December 31, 2001 filed on March 27,
            2002.*

   (s)      Stock Unit Agreement with James M. Zemlyak dated January 11, 2000.*

   (t)      Stock Unit Agreement with Scott B. McCuaig dated December 20, 1998.*

   (u)      Amended and Restated Promissory Note dated December 21, 1998 from
            Ronald J. Kruszewski payable to Financial.*

   (v)      Third Amendment to Lease by and among EBS Building, L.L.C., Stifel
            Financial Corp. and Stifel, Nicolaus & Company, Incorporated, dated
            September 1, 1999, incorporated herein by reference to EBS Building,
            L.L.C.'s Annual Report on Form 10-K (File No. 000-24167) for the
            year ended December 31, 2001.

   (w)      Fourth Amendment to Lease by and among EBS Building, L.L.C., Stifel
            Financial Corp. and Stifel, Nicolaus & Company, Incorporated, dated
            November 1, 1999, incorporated herein by reference to EBS Building,
            L.L.C.'s Annual Report on Form 10-K (File No. 000-24167) for the
            year ended December 31, 2001.

   (x)      Fifth Amendment to Lease by and among EBS Building, L.L.C., Stifel
            Financial Corp. and Stifel, Nicolaus & Company, Incorporated dated
            June 11, 2001, incorporated herein by reference to EBS Building,
            L.L.C.'s Annual Report on Form 10-K (File No. 000-24167) for the
            year ended December 31, 2001.

21.   List of Subsidiaries of Financial, incorporated herein by reference to
      Financial's Annual Report on Form 10-K (File No. 001-9305) for the year
      ended December 31, 2001 filed on March 27, 2002.


23.   Consent of Independent Auditors, incorporated herein by reference to
      Financial's Annual Report on Form 10-K (File No. 001-9305) for the year
      ended December 31, 2001 filed on March 27, 2002.



* Management contract or compensatory plan or arrangement.


                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(S)
<SEQUENCE>3
<FILENAME>c68372a1ex10-s.txt
<DESCRIPTION>STOCK UNIT AGREEMENT WITH JAMES M. ZEMLYAK
<TEXT>
<PAGE>
                             STIFEL FINANCIAL CORP.

                              STOCK UNIT AGREEMENT

     Stifel Financial Corp., a Delaware Corporation ("Company") and James M.
Zemlyak ("Executive") hereby agree as follows:

     WHEREAS, the Company established the Stifel Financial Corp. 1997 Incentive
Stock Plan (the "Plan") pursuant to which options, stock appreciation rights
and restricted stock covering an aggregate of 600,000 shares of the Stock of
the Company may be granted to key employees of the Company and its
subsidiaries; and

     WHEREAS, the Board of Directors of the Company has amended the Plan to
permit the grant of Stock Units;

     NOW, THEREFORE, in consideration of services rendered and the mutual
covenants herein contained, the parties agree as follows:

SECTION 1.     DEFINITIONS

               As used in this Agreement, the following terms shall have the
following meanings:

               A.   "Award" means the award provided for in Section 2.

               B.   "Board of Directors" means the Board of Directors of the
                    Company.

               C.   "Change in Control" means:

                    (i)  The acquisition by any individual, entity or group, or
a Person (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act) of ownership of 15% or more of either (a) the then outstanding shares of
Stock of the Company (the "Outstanding Company Stock"); or (b) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, such an acquisition of ownership of 15% or
more but less than 25% of Outstanding Corporation Common Stock or Outstanding
Corporation Voting Securities with the prior approval of the Board of Directors
of the Company shall not result in a Change in Control within the meaning of
this subparagraph; or

                    (ii) Individuals who, as the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, as a member of the Incumbent


<PAGE>
                                                          Stifel Financial Corp.
                                                            Stock Unit Agreement
                                                                James M. Zemlyak
--------------------------------------------------------------------------------

Board, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or

          (iii)     Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (a) more than 50% of, respectively, the
then outstanding shares of Stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Stock and
Outstanding Company Voting Securities immediately prior to such reorganization,
merger or consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or consolidation, of
the Outstanding Company Stock and Outstanding Company Voting Securities, as the
case may be, (b) no Person beneficially owns, directly or indirectly, 15% or
more of, respectively, the then outstanding shares of Stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation,
entitled to vote generally in the election of directors (provided, however, such
15% threshold may be increased up to 25% by the Board of Directors of the
Company prior to such approval by the stockholders), and (3) at least a majority
of the members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

          (iv)      Approval by the stockholders of the Company of (a) a
complete liquidation or dissolution of the Company; or (b) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to a corporation, with respect to which following such sale or other
disposition, (1) more than 50% of, respectively, the then outstanding shares of
Stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Stock and Outstanding Company
Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Stock and Outstanding
Company Voting Securities, as the case may be; (2) no Person beneficially owns,
directly or indirectly, 15% or more of, respectively, the then outstanding
shares of Stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors (provided, however, such 15% threshold may be
increased up to 25% by the Board of Directors of the Company prior to such
approval by the stockholders); and (3) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent Board


                                      -2-
<PAGE>
                                                          Stifel Financial Corp.
                                                            Stock Unit Agreement
                                                                James M. Zemlyak

--------------------------------------------------------------------------------

at the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.

     D.   "Date of Award" means February 1, 1999.

     E.   "Permanent Disability" means total inability of Executive, because of
bodily injury or disease, to carry out his duties as an employee of the
Company's Subsidiary, Stifel, Nicolaus & Company, Incorporated, for a period of
at least six consecutive months.

     F.   "Retirement" means termination of employment with the Company and its
Subsidiaries after attaining the age of 65.

     G.   "Stock" means the common stock of the Company, par value fifteen
cents ($0.15) per share.

     H.   "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if, at the relevant
date, each of the corporations, other than the last corporation in the unbroken
chain, owns stock possessing fifty percent or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

SECTION 2. AWARD

     Subject to the terms of this Agreement, the Company hereby awards to
Executive 42,000 Stock Units, effective as of the Date of Award. Each Stock
Unit represents the obligation of the Company to transfer one share of Stock to
Executive at the time provided in Section 5 of this Agreement, provided such
Stock Unit is vested at such time.

SECTION 3. BOOKKEEPING ACCOUNT

     The Company shall record the number of Stock Units granted hereunder to a
bookkeeping account for Executive (the "Stock Unit Account"). Executive's Stock
Unit Account shall be debited by the number of Stock Units, if any, forfeited
in accordance with Section 4 and by the number of shares of Stock transferred
to Executive in accordance with Section 5 with respect to such Stock Units.
Executive's Stock Unit Account also shall be adjusted from time to time for
stock dividends, stock splits and other such transactions in accordance with
Section 10.

                                      -3-

<PAGE>
                                                          Stifel Financial Corp.
                                                            Stock Unit Agreement
                                                                James M. Zemlyak

--------------------------------------------------------------------------------

SECTION 4.     VESTING

     Subject to the accelerated vesting provisions provided below, if Executive
remains employed by the Company through the applicable date, the Stock Units
shall vest at the times provided in the following schedule:

<Table>
<Caption>
--------------------------------------------------------------------------------
                      Stock Units Becoming       Aggregated Stock
  Vesting Date        Vested On Such Date          Units Vested
--------------------------------------------------------------------------------
<S>                         <C>                      <C>
February 1, 2000            8,400                     8,400
--------------------------------------------------------------------------------
February 1, 2001            8,400                    16,800
--------------------------------------------------------------------------------
February 1, 2002            8,400                    25,200
--------------------------------------------------------------------------------
February 1, 2003            8,400                    33,600
--------------------------------------------------------------------------------
February 1, 2004            8,400                    42,000
--------------------------------------------------------------------------------
</Table>

     In the event Executive dies while employed, or terminates employment on
account of his Permanent Disability, before February 1, 2004, an additional
number of Stock Units shall vest. The additional number shall be the number of
Stock Units that would have vested had Executive remained employed by the
Company as of the February 1 next following the year in which such death or
disability occurred, multiplied by a fraction the numerator of which is the
number of days that have elapsed during the calendar year in which such death or
disability occurred and the denominator of which is 365.

     All of the Stock Units granted pursuant to Section 2 shall be fully vested
immediately upon a Change in Control.

     In addition, all of the Stock Units granted pursuant to Section 2 shall be
fully vested (a) in the event of termination of Executive's employment by the
Company for a reason other than a Good Cause Event (as defined below), or (b)
Executive's resignation for Good Reason (as defined below).

     The term "Good Cause Event" shall mean (a) a good faith determination by
the Board of Directors, after notice to Executive and opportunity by Executive
to be heard, that Executive committed a fraud, misappropriation, embezzlement or
theft against or from the Company or any of its subsidiaries, (b) conviction of
Executive of a felony or (c) a good faith determination by the Board of
Directors, after a ninety day warning and the opportunity to cure and to be
heard by the Board of Directors, on substantial evidence that Executive was
grossly negligent in carrying out, or unreasonably refused to serve or carry
out, the duties and responsibilities of Executive's employment with the Company.

     The term "Good Reason" shall mean the occurrence of any of the following
without Executive's consent: (a) the assignment to Executive of any duties
inconsistent in any material respect with his positions as President and Chief
Executive Officer of the Company (including


                                      -4-
<PAGE>
                                                          Stifel Financial Corp.
                                                            Stock Unit Agreement
                                                                James M. Zemlyak
--------------------------------------------------------------------------------

status, offices, titles and reporting requirements), authority, duties or
responsibilities as of the commencement of Executive's employment with the
Company, or any action by the Company that results in material diminution in
such positions, authority, duties or responsibilities, excluding, for this
purpose, any isolated, insubstantial and inadvertent action not taken in bad
faith and that is remedied by the Company promptly after receipt of written
notice thereof given by Executive; or (b) any failure by the Company to provide
the compensation and benefits to which Executive is entitled under any agreement
with the Company or any compensation or benefit plan or practice generally
applicable to senior executives of the Company, other than any isolated,
insubstantial and inadvertent failure not occurring in bad faith and that is
remedied by the Company promptly after receipt of written notice given by
Executive; or (c) the Company requiring Executive to be based at a location that
is more than fifty miles from St. Louis, MO.

     In the event of the termination of employment of Executive with the Company
for any other reason, all Stock Units that are not vested at the time of such
termination of employment shall be forfeited.

SECTION 5.  DISTRIBUTION OF SHARES

     Subject to the provisions below, so long as Executive shall remain employed
by the Company, the Company shall transfer shares of Stock to Executive in
annual installments over a period of five years beginning February 1, 2004. The
number of shares of Stock in each installment shall be determined under the
straight line accounting method. For example, shares of Stock equal to one-fifth
(1/5th) of the Stock Units granted on the Date of Award, or 8,400 shares of
Stock, shall be transferred to Executive as soon as administratively practical
after February 1, 2004; one-fifth (1/5th) of the Stock Units granted on the Date
of Award, or 8,400 shares of Stock, shall be transferred to Executive as soon as
administratively practical after February 1, 2005; and so on, with the balance
distributed in the fifth year of the payout period.

     Executive may elect to defer the date of transfer of Stock to a specified
later date while Executive is still employed. Such an election shall be
delivered in writing to the Company at least six months before the date of
transfer specified above, and shall be irrevocable after such election deadline.

     In the event of the termination of the employment of Executive with the
Company before the payment dates as scheduled above, the Company shall transfer,
as soon as practical after such a termination of employment, shares of Stock to
Executive equal in number to the Stock Units credited to Executive's Stock Unit
Account at the time of such termination of employment (regardless of any
election to defer the transfer).

     Notwithstanding any other provision of this Agreement to the contrary, no
shares of Stock shall be transferred to Executive prior to the earliest date on
which the Company's federal income tax deduction for such payment is not
precluded by Section 162(m) of the Internal Revenue Code.


                                      -5-
<PAGE>
                                                          Stifel Financial Corp.
                                                            Stock Unit Agreement
                                                                James M. Zemlyak
--------------------------------------------------------------------------------

In the event any payment is delayed solely as a result of the preceding
restriction, such payment shall be made as soon as administratively feasible
following the first date as of which Section 162(m) of the Internal Revenue
Code no longer precludes the deduction by the Company of such payment.

SECTION 6.  SHAREHOLDER RIGHTS

     Executive shall not have any of the rights of a shareholder of the Company
with respect to Stock Units, such as the right to vote.

SECTION 7.  DIVIDEND EQUIVALENTS

     The Company shall pay Executive as soon as practical after the Company
pays a cash dividend to shareholders of Stock an amount in cash equal to the
amount per share of such cash dividend multiplied by the number of Stock Units
credited to the Stock Unit Account of Executive as of the record date of such
dividend. The Company may withhold from such payment any applicable federal,
state or local income or payroll tax.

SECTION 8.  DEATH BENEFITS

     In the event of the death of Executive, as soon as practical after the
death of Executive, the Company shall transfer shares equal in number to the
vested Stock Units, if any, credited to Executive's Stock Unit Account to
Executive's Beneficiary or Beneficiaries.

     Executive may designate a Beneficiary or Beneficiaries (contingently,
consecutively, or successively) of such death benefit and, from time to time,
may change his or her designated Beneficiary. A Beneficiary may be a trust. A
beneficiary designation shall be made in writing in a form prescribed by the
Company and delivered to the Company while the Participant is alive. If there
is no designated Beneficiary surviving at the death of a Participant, payment
of any death benefit of the Participant shall be made to the persons and in the
proportions which any death benefit under the Stifle Financial Corp. Employee
Stock Ownership Plan is or would be payable.

SECTION 9.  UNITS NON-TRANSFERABLE

     Stock Units awarded hereunder shall not be transferable by Executive.
Except as may be required by the federal income tax withholding provisions of
the Code or by the tax laws of any State, the interests of Executive and his
Beneficiaries under this Agreement are not subject to the claims of their
creditors and may not be voluntarily or involuntarily sold, transferred,
alienated, assigned, pledged, anticipated, or encumbered. Any attempt by
Executive or a Beneficiary to sell, transfer, alienate, assign, pledge,
anticipate, encumber, charge or otherwise dispose of any right to benefits
payable hereunder shall be void.


                                      -6-
<PAGE>
                                                          Stifel Financial Corp.
                                                            Stock Unit Agreement
                                                                James M. Zemlyak
--------------------------------------------------------------------------------

Section 10.  Adjustment in Certain Events

     If there is any change in the Stock by reason of stock dividends,
split-ups, mergers, consolidations, reorganizations, combinations or exchanges
of shares or the like, the number of Stock Units credited to Executive's Stock
Unit Account shall be adjusted appropriately so that the number of Stock Units
credited to Executive's Stock Unit Account after such an event shall equal the
number of shares of Stock a shareholder would own after such an event if the
shareholder, at the time such an event occurred, had owned shares of Stock
equal to the number of Stock Units credited to Executive's Stock Unit Account
immediately before such an event.

Section 11.  Tax Withholding

     The Company shall not be obligated to transfer any shares of Stock until
Executive pays to the Company or a Subsidiary in cash, or any other form of
property, including Stock, acceptable to the Company, the amount required to be
withheld from the wages of Executive with respect to such shares. Executive may
elect to have such withholding satisfied by a reduction of the number of shares
otherwise transferable under this Agreement at such time, such reduction to be
calculated based on the closing market price of the Stock on the day Executive
gives written notice of such election to the Company.

Section 12.  Source of Payment

     Shares of Stock transferable to Executive, or his Beneficiary, under this
Agreement may be either Treasury shares, authorized but unissued shares, or any
combination of such stock. The Company shall have no duties to segregate or set
aside any assets to secure Executive's right to receive shares of Stock under
this Agreement. Executive shall not have any rights with respect to transfer of
shares of Stock under this Agreement other than the unsecured right to receive
shares of Stock from the Company.

Section 13.  Amendment

     This Agreement may be amended by mutual consent of the parties hereto by
written agreement.

Section 14.  Governing Law

     This Agreement shall be construed and administered in accordance with the
laws of the State of Missouri.




                                      -7-



<PAGE>
                                                          Stifel Financial Corp.
                                                            Stock Unit Agreement
                                                                James M. Zemlyak

-------------------------------------------------------------------------------

     IN WITNESS WHEREOF, the Company and Executive have caused this Agreement
to be executed on this 11th day of January, 2000.

                                          STIFEL FINANCIAL CORP.

                                          By: /s/ Ronald J. Kruszewski
                                             -----------------------------

                                          Title: President & CEO
                                                --------------------------

                                                       "Company"

                                          By: /s/ James M. Zemlyak
                                             -----------------------------
                                              James M. Zemlyak

                                                       "Executive"








                                      -8-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(T)
<SEQUENCE>4
<FILENAME>c68372a1ex10-t.txt
<DESCRIPTION>STOCK UNIT AGREEMENT WITH SCOTT B. MCCUAIG
<TEXT>
<PAGE>
                                                                   Exhibit 10(t)

                             STIFEL FINANCIAL CORP.
                              STOCK UNIT AGREEMENT

     Stifel Financial Corp., a Delaware Corporation ("Company") and Scott B.
McCuaig ("Executive") hereby agree as follows:

     WHEREAS, the Company established the Stifel Financial Corp. 1997 Incentive
Stock Plan (the "Plan") pursuant to which options, stock appreciation rights and
restricted stock covering an aggregate of 600,000 shares of the Stock of the
Company may be granted to key employees of the Company and its subsidiaries; and

     WHEREAS, the Board of Directors of the Company has amended the Plan to
permit the grant of Stock Units; and

     WHEREAS, Executive previously received an award of 38,095 restricted shares
of Stock; and

     WHEREAS, the Board of Directors of the Company declared a 5% stock dividend
effective February 12, 1998; and another 5% stock dividend effective February
25, 1999; and as a result of such stock dividends, such number of shares now
totals 41,988; and

     WHEREAS, 8,400 of such shares vested on February 4, 1999, and the remaining
33,598 of such shares remain subject to restrictions and are subject to
substantial risk of forfeiture; and

     WHEREAS, Executive has agreed to exchange the unvested 33,598 restricted
shares of Stock in return for an award of 33,598 Stock Units in replacement of
such restricted stock; and

     WHEREAS, the Compensation Committee of the Board of Directors of the
Company, as Administrator of the Plan, wishes to cause the Company to redeem
such 33,598 unvested restricted shares and to grant Executive 33,598 Stock Units
to replace the shares of Stock surrendered by Executive;

     NOW, THEREFORE, in consideration of services rendered and the mutual
covenants herein contained, the parties agree as follows:


SECTION 1. DEFINITIONS

     As used in this Agreement, the following terms shall have the following
meanings:

     A.  "Award" means the award provided for in Section 2.




<PAGE>
     B.   "Board of Directors" means the Board of Directors of the Company.

     C.   "Change in Control" means:

          (i) The acquisition by any individual, entity or group, or a Person
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
ownership of 15% or more of either (a) the then outstanding shares of Stock of
the Company (the "Outstanding Company Stock") or (b) the combined voting power
of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, such an acquisition of ownership of 15% or more
but less than 25% of Outstanding Corporation Common Stock or Outstanding
Corporation Voting Securities with the prior approval of the Board of Directors
of the Company shall not result in a Change in Control within the meaning of
this subparagraph; or

          (ii) Individuals who, as the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, as a member of
the Incumbent Board, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

          (iii) Approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, unless, following such reorganization,
merger or consolidation, (a) more than 50% of, respectively, the then
outstanding shares of Stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Stock and
Outstanding Company Voting Securities immediately prior to such reorganization,
merger or consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or consolidation, of
the Outstanding Company Stock and Outstanding Company Voting Securities, as the
case may be, (b) no Person beneficially owns, directly or indirectly, 15% or
more of, respectively, the then outstanding shares of Stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation,
entitled to vote generally in the election of directors (provided, however, such
15% threshold may be increased up to 25% by the Board of Directors of the
Company prior to such approval by the stockholders) and (c) at least a majority
of the members of the board of directors of the corporation resulting from such


                                      -2-


<PAGE>
reorganization, merger or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

           (iv) Approval by the stockholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other disposition
of all or substantially all of the assets of the Company, other than to a
corporation, with respect to which following such sale or other disposition, (1)
more than 50% of, respectively, the then outstanding shares of Stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Stock and Outstanding Company
Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Stock and Outstanding
Company Voting Securities, as the case may be, (2) no Person beneficially owns,
directly or indirectly, 15% or more of, respectively, the then outstanding
shares of Stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors (provided, however, such 15% threshold may be
increased up to 25% by the Board of Directors of the Company prior to such
approval by the stockholders) and (3) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent Board at
the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.

     D.  "Date of Award" means December 31, 1999.

     E.  "Permanent Disability" means total inability of Executive, because of
bodily injury or disease, to carry out his duties as an employee of the
Company's Subsidiary, Stifel, Nicolaus & Company, Incorporated, for a period of
at least six consecutive months.

     F.  "Retirement" means termination of employment with the Company and its
Subsidiaries after attaining the age of 65.

     G.  "Stock" means the common stock of the Company, par value fifteen cents
($0.15) per share.

     H.  "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if, at the relevant
date, each of the corporations, other than the last corporation in the unbroken
chain, owns stock possessing fifty percent or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

                                      -3-

<PAGE>

SECTION 2. AWARD

     Subject to the terms of this Agreement, in exchange for the 33,598 shares
of unvested restricted Stock previously awarded to Executive, the Company hereby
awards to Executive 33,598 Stock Units, effective as of the Date of Award. Each
Stock Unit represents the obligation of the Company to transfer one share of
Stock to Executive at the time provided in Section 5 of this Agreement, provided
such Stock Unit is vested at such time.


SECTION 3. BOOKKEEPING ACCOUNT

     The Company shall record the number of Stock Units granted hereunder to a
bookkeeping account for Executive (the "Stock Unit Account"). Executive's Stock
Unit Account shall be debited by the number of Stock Units, if any, forfeited in
accordance with Section 4 and by the number of shares of Stock transferred to
Executive in accordance with Section 5 with respect to such Stock Units.
Executive's Stock Unit Account also shall be adjusted from time to time for
stock dividends, stock splits and other such transactions in accordance with
Section 10.

SECTION 4. VOTING

     Subject to the accelerated vesting provisions provided below, if Executive
remains employed by the Company through the applicable date, the Stock Units
shall vest at the times provided in the following schedule:

<Table>
<Caption>
                          STOCK UNITS BECOMING VESTED     AGGREGATED STOCK UNITS
VESTING DATE                     ON SUCH DATE                     VESTED
----------------          ---------------------------     ----------------------
<S>                       <C>                             <C>

February 4, 2000                     8,400                        8,400
February 4, 2001                     8,400                        16,800
February 4, 2002                     8,399                        25,199
February 4, 2003                     8,399                        33,598
</Table>


     In the event Executive dies while employed, or terminates employment on
account of his Permanent Disability, before February 4, 2003, an additional
number of Stock Units shall vest. The additional number shall be the number of
Stock Units that would have vested had Executive remained employed by the
Company as of the February 4 next following the year in which such death or
disability occurred, multiplied by a fraction the numerator of which is the
number of days that have elapsed during the calendar year in which such death or
disability occurred and the denominator of which is 365.

     All of the Stock Units granted pursuant to Section 2 shall be fully vested
immediately upon a Change in Control.



                                      -4-
<PAGE>
     In addition, all of the Stock Units granted pursuant to Section 2 shall be
fully vested (a) in the event of termination of Executive's employment by the
Company for a reason other than a Good Cause Event (as defined below), or (b)
Executive's resignation for Good Reason (as defined below).

     The term "Good Cause Event" shall mean (a) a good faith determination by
the Board of Directors, after notice to Executive and opportunity by Executive
to be heard, that Executive committed a fraud, misappropriation, embezzlement
or theft against or from the Company or any of its subsidiaries, (b) conviction
of Executive of a felony or (c) a good faith determination by the Board of
Directors, after a ninety day warning and the opportunity to cure and to be
heard by the Board of Directors, on substantial evidence that Executive was
grossly negligent in carrying out, or unreasonably refused to serve or carry
out, the duties and responsibilities of Executive's employment with the Company.

     The term "Good Reason" shall mean the occurrence of any of the following
without the Executive's consent: (a) the assignment to the Executive of any
duties inconsistent in any material respect with his positions as President and
Chief Executive Officer of the Company (including status, offices, titles and
reporting requirements), authority, duties or responsibilities as of the
commencement of Executive's employment with the Company, or any action by the
Company that results in material diminution in such positions, authority,
duties or responsibilities, excluding, for this purpose, any isolated,
insubstantial and inadvertent action not taken in bad faith and that is
remedied by the Company promptly after receipt of written notice thereof given
by the Executive; or (b) any failure by the Company to provide the compensation
and benefits to which the Executive is entitled under any agreement with the
Company or any compensation or benefit plan or practice generally applicable to
senior executives of the Company, other than any isolated, insubstantial and
inadvertent failure not occurring in bad faith and that is remedied by the
Company promptly after receipt of written notice given by the Executive; or (c)
the Company requiring Executive to be based at a location that is more than
fifty miles for St. Louis, MO.

     In the event of the termination of employment of the Executive with the
Company for any other reason, all Stock Units that are not vested at the time
of such termination of employment shall be forfeited.

SECTION 5.     DISTRIBUTION OF SHARES

     Subject to the provisions below, so long as Executive shall remain
employed by the Company, the Company shall transfer shares of Stock to
Executive in annual installments over a period of seven years beginning January
1, 2007. The number of shares of Stock in each installment shall be determined
under the declining balance accounting method, based on the number of Stock
Units credited to Executive's Stock Unit Account as of the beginning of each
year in the installment payment period. For example, shares of Stock equal to
1/7 of the Stock Units credited to Executive's Stock Unit Account as of January
1, 2007 shall be transferred to Executive


                                      -5-
<PAGE>
as soon as administratively practical in 2007; 1/6 of the Stock Units credited
to Executive's Stock Unit Account as of January 1, 2008 shall be transferred to
Executive as soon as administratively practical in 2008; and so on, with the
balance distributed in the seventh year of the payout period.

     Executive may elect to defer the date of transfer of Stock to a specified
later date while Executive is still employed. Such an election shall be
delivered in writing to the Company at least six months before the date of
transfer specified above, and shall be irrevocable after such election deadline.

     In the event of the termination of the employment of Executive with the
Company before the payment dates as scheduled above, the Company shall
transfer, as soon as practical after such a termination of employment, shares
of Stock to Executive equal in number to the Stock Units credited to
Executive's Stock Unit Account at the time of such termination of employment
(regardless of any election to defer the transfer).

     Notwithstanding any other provision of this Agreement to the contrary, no
shares of Stock shall be transferred to Executive prior to the earliest date on
which the Company's federal income tax deduction for such payment is not
precluded by Section 162(m) of the Internal Revenue Code. In the event any
payment is delayed solely as a result of the preceding restriction, such
payment shall be made as soon as administratively feasible following the first
date as of which Section 162(m) of the Internal Revenue Code no longer
precludes the deduction by the Company of such payment.

SECTION 6. SHAREHOLDER RIGHTS

     Executive shall not have any of the rights of a shareholder of the Company
with respect to Stock Units, such as the right to vote.

SECTION 7. DIVIDEND EQUIVALENTS

     The Company shall pay Executive as soon as practical after the Company
pays a cash dividend to shareholders of Stock an amount in cash equal to the
amount per share of such cash dividend multiplied by the number of Stock Units
credited to the Stock Unit Account of Executive as of the record date of such
dividend. The Company may withhold from such payment any applicable federal,
state or local income or payroll tax.

SECTION 8. DEATH BENEFITS

     In the event of the death of Executive, as soon as practical after the
death of Executive, the Company shall transfer shares equal in number to the
vested Stock Units, if any, credited to Executive's Stock Unit Account to
Executive's Beneficiary or Beneficiaries.


                                      -6-
<PAGE>
     Executive may designate a Beneficiary or Beneficiaries (contingently,
consecutively, or successively) of such death benefit and, from time to time,
may change his or her designated Beneficiary. A Beneficiary may be a trust. A
beneficiary designation shall be made in writing in a form prescribed by the
Company and delivered to the Company while the Participant is alive. If there is
no designated Beneficiary surviving at the death of a Participant, payment of
any death benefit of the Participant shall be made to the persons and in the
proportions which any death benefit under the Stifle Financial Corp. Employee
Stock Ownership Plan is or would be payable.

SECTION 9. UNITS NON-TRANSFERABLE

     Stock Units awarded hereunder shall not be transferable by Executive.
Except as may be required by the federal income tax withholding provisions of
the Code or by the tax laws of any State, the interests of Executive and his
Beneficiaries under this Agreement are not subject to the claims of their
creditors and may not be voluntarily or involuntarily sold, transferred,
alienated, assigned, pledged, anticipated, or encumbered. Any attempt by
Executive or a Beneficiary to sell, transfer, alienate, assign, pledge,
anticipate, encumber, charge or otherwise dispose of any right to benefits
payable hereunder shall be void.

SECTION 10. ADJUSTMENT IN CERTAIN EVENTS

     If there is any change in the Stock by reason of stock dividends,
split-ups, mergers, consolidations, reorganizations, combinations or exchanges
of shares or the like, the number of Stock Units credited to Executive's Stock
Unit Account shall be adjusted appropriately so that the number of Stock Units
credited to Executive's Stock Unit Account after such an event shall equal the
number of shares of Stock a shareholder would own after such an event if the
shareholder, at the time such an event occurred, had owned shares of Stock equal
to the number of Stock Units credited to Executive's Stock Unit Account
immediately before such an event.

SECTION 11. TAX WITHHOLDING

     The Company shall not be obligated to transfer any shares of Stock until
Executive pays to the Company or a Subsidiary in cash, or any other form of
property, including Stock, acceptable to the Company, the amount required to be
withheld from the wages of Executive with respect to such shares. Executive may
elect to have such withholding satisfied by a reduction of the number of shares
otherwise transferable under this Agreement at such time, such reduction to be
calculated based on the closing market price of the Stock on the day Executive
gives written notice of such election to the Company.

SECTION 12. SOURCE OF PAYMENT

     Shares of Stock transferable to Executive, or his Beneficiary, under this
Agreement may be either Treasury shares, authorized but unissued shares, or any
combination of such stock. The Company shall have no duties to segregate or set
aside any assets to secure Executive's right to



                                      -7-
<PAGE>
receive shares of Stock under this Agreement. Executive shall not have any
rights with respect to transfer of shares of Stock under this Agreement other
than the unsecured right to receive shares of Stock from the Company.

SECTION 13.  AMENDMENT

     This Agreement may be amended by mutual consent of the parties hereto by
written agreement.

SECTION 14.  GOVERNING LAW

     This Agreement shall be construed and administered in accordance with the
laws of the State of Missouri.

     IN WITNESS WHEREOF, the Company and Executive have caused this Agreement to
be executed on this 30th day of December 1999.


                                        STIFEL FINANCIAL CORP.


                                        By:     /s/ Charles R. Hartman
                                                ------------------------------
                                        Title:  Secretary
                                                ------------------------------
                                        By:     /s/ Scott B. McCuaig
                                                ------------------------------
                                                Scott B. McCuaig
                                                Executive








                                      -8-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(U)
<SEQUENCE>5
<FILENAME>c68372a1ex10-u.txt
<DESCRIPTION>AMENDED/RESTATED PROMISSORY NOTE
<TEXT>
<PAGE>
                                                                   Exhibit 10(u)

                      AMENDED AND RESTATED PROMISSORY NOTE

$143,237.12                                                  St. Louis, Missouri
                                                               December 21, 1998

     FOR VALUE RECEIVED, the undersigned, Ronald J. Kruszewski ("Borrower")
promises to pay to the order of Stifel Financial Corp. or its assigns
("Company") in lawful money of the United States of America in immediately
available funds, at its office located at 500 North Broadway, St. Louis,
Missouri 63102, or at any other place designated by the Company, the principal
amount of One Hundred Forty-Three Thousand Two Hundred Thirty-Seven and 12/100
Dollars ($143,237.12) (the "Principal Amount"), together with interest thereon
from the date hereof until maturity on the whole of the Principal Amount
remaining from time to time unpaid at the rate set forth below, payable as
follows:

     1.  PAYMENT OF PRINCIPAL AND INTEREST.

          1.1  Principal. The Principal Amount shall be paid in five (5)
installments with the first due March 31, 1999, the second installment due on
January 1, 2000, the third installment due on January 1, 2001, the fourth
installment due on January 1, 2002 and the fifth installment due on January 1,
2003 (such installment due dates hereinafter referred to as an "Installment
Date"). The respective portions of the Principal Amount payable on each
Installment Date shall be as follows: $30,155.18 on March 31, 1999; $30,155.18
on each January 1 of 2000 through 2002; and $22,616.40 on January 1, 2003.

          1.2  Interest. Interest on the unpaid Principal Amount shall be paid
on each Installment Date at the annual rate of six and thirty-four one
hundredths percent (6-34/100%) calculated on the basis of the actual number of
days elapsed over a year of three hundred sixty-five (365) days. After maturity,
whether by acceleration or otherwise, interest shall accrue at the rate of six
and thirty-four one hundredths percent (6-34/100%) until all sums due hereunder
are paid.

          1.3  Optional Prepayment. The Principal Amount may be prepaid by
Borrower in whole or in part at any time, and from time to time without premium
or penalty. Any prepayment of the Principal Amount shall be accompanied by
payment of interest accrued and unpaid on the amount of such prepayment to the
date of prepayment. Any partial prepayment shall be first applied to any accrued
but unpaid interest and next to installments of principal in the inverse order
of maturity. The Borrower shall not be entitled to reborrow any Principal Amount
which is prepaid.

          1.4  Forgiveness of Principal and Interest. If Borrower remains
employed by the Company on March 31, 1999, $30,155.18 of the Principal Amount
and all interest accrued to that date shall be forgiven. If Borrower remains
employed by the Company on each January 1, thereafter from January 1, 2000
through January 1, 2002, an additional $30,155.18 of the Principal Amount and
all interest accrued to that date shall be forgiven as of each such January 1.
If Borrower remains employed by the Company on January 1, 2003, $22,616.40 of
the Principal


<PAGE>
Amount and all interest accrued to that date shall be forgiven. If Borrower dies
while employed by the Company or becomes disabled while employed by the Company
(as determined by the Board of Directors of the Company ("Board of Directors"))
prior to January 1, 2003, an additional portion of the Principal Amount and all
interest accrued to that date shall be forgiven. The additional portion so
forgiven shall be the amount which would have been forgiven had Borrower
remained employed by the Company as of the January 1 immediately following the
year in which such death or disability occurred, multiplied by a fraction, the
numerator of which is the number of days which have elapsed during the calendar
year in which such death or disability occurred and the denominator of which is
the number of days in such calendar year. In addition, the entire unpaid
Principal Amount and accrued interest shall be forgiven in the event of (a) a
Change in Control (as defined in the Stifel Financial Corp. 1997 Incentive Stock
Plan), (b) termination of Borrower's employment by the Company for a reason
other than a Good Cause Event (as hereinafter defined), or (c) Borrower's
resignation for Good Reason (as hereinafter defined). The term "Good Cause
Event" shall mean (a) a good faith determination by the Board of Directors,
after notice to Borrower and opportunity by Borrower to be heard, that Borrower
committed a fraud, misappropriation, embezzlement or theft against or from the
Company or any of its subsidiaries, (b) conviction of Borrower of a felony or
(c) a good faith determination by the Board of Directors, after a ninety (90)
day warning and the opportunity to cure and to be heard by the Board of
Directors, on substantial evidence that Borrower was grossly negligent in
carrying out, or unreasonably refused to serve or carry out, the duties and
responsibilities of Borrower's employment with the Company. The term "Good
Reason" shall mean the occurrence of any of the following without the Borrower's
consent: (a) the assignment to the Borrower of any duties inconsistent in any
material respect with his positions as President and Chief Executive Officer of
the Company (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as of the commencement of Borrower's
employment with the Company, or any action by the Company which results in
material diminution in such positions, authority, duties or responsibilities,
excluding, for this purpose, any isolated, insubstantial and inadvertent action
not taken in bad faith and which is remedied by the Company promptly after
receipt of written notice thereof given by the Borrower; or (b) any failure by
the Company to provide the compensation and benefits to which the Borrower is
entitled under any agreement with the Company or any compensation or benefit
plan or practice generally applicable to senior executives of the Company, other
than any isolated, insubstantial and inadvertent failure not occurring in bad
faith and which is remedied by the Company promptly after receipt of written
notice given by the Borrower; (c) the Company requiring the Borrower to be based
at a location which is more than fifty (50) miles from St. Louis, Missouri.

     2.   METHOD OF PAYMENT.  All payments hereunder shall be made on the days
when due as set forth above. Whenever any Installment Date falls on a Saturday,
Sunday or public holiday (any other day being a "Business Day") such payment
due shall be made on the succeeding Business Day.

     3.   GOVERNING LAW.  This Promissory Note shall be governed by and
construed in accordance with the laws of the State of Missouri.


                                      -2-
<PAGE>
     4.   WAIVER. Borrower, and all others who shall become parties primarily
or secondarily liable on this Promissory Note, whether as endorsers, guarantors
or otherwise, hereby waive presentment for payment, demand, notice of demand,
notice of nonpayment or dishonor, protest and notice of protest of this
Promissory Note, and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of the payment of this
Promissory Note. All such parties agree the liability hereunder shall be
unconditional without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by the Company. All such parties hereby
agree that failure of the Company to exercise any of its rights hereunder in
any instance shall not constitute a waiver thereof in that or any other
instance.

     5.   PAYMENT OF COSTS. In additional to the principal and interest
payments payable hereunder, Borrower agrees to pay upon demand all reasonable
costs and expenses (including attorneys fees) incurred by the Company in
enforcing payment of any or all amounts payable hereunder.

     6.   CANCELLATION OF ORIGINAL NOTE. This Note is an amendment, restatement
and continuation in part of that certain Promissory Note of Borrower dated
November 30, 1997 (and any amendments thereto), and payable to the order of
Company in the principal amount of $1,479,687.50, which shall be deemed to be
cancelled upon Borrower's (i) execution and delivery of this Note and (ii)
transfer to the Company of 124,688 shares of common stock of the Company. All
interest evidenced by the November 30, 1997 Note being restated under this Note
shall continue to be due and payable until paid.

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated
Promissory Note on the date first above written.


                                        /s/ Ronald J. Kruszewski
                                        ----------------------------------------
                                        Ronald J. Kruszewski


                                      -3-

</TEXT>
</DOCUMENT>
</SUBMISSION>
