<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-002685
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>9
<FILING-DATE>20020327
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>STIFEL FINANCIAL CAPITAL TRUST I
<CIK>0001169866
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-84952-01
<FILM-NUMBER>02587342
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>501 N BROADWAY
<CITY>ST LOUIS
<STATE>MO
<ZIP>63102
<PHONE>314 342 2000
</BUSINESS-ADDRESS>
</FILER>
<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>S-3
<ACT>33
<FILE-NUMBER>333-84952
<FILM-NUMBER>02587341
</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>S-3
<SEQUENCE>1
<FILENAME>c68329s-3.htm
<DESCRIPTION>FORM S-3
<TEXT>
<HTML>
<HEAD>
<TITLE>Stifel Financial Corp Form S-3</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="center">
<B><FONT size="2">As filed with the Securities and Exchange
Commission on March 27, 2002</FONT></B>
</DIV>

<DIV align="right">
<B><FONT size="2">Registration
No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B>
</DIV>

<DIV align="right">
<B><FONT size="2">Registration
No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-01</FONT></B>
</DIV>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>

<P align="center">
<B><FONT size="4">SECURITIES AND EXCHANGE COMMISSION</FONT></B>

<DIV align="center">
<B>Washington, D.C. 20549</B>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="center">
<B>FORM S-3</B>

<DIV align="center">
<B>REGISTRATION STATEMENT</B>
</DIV>

<DIV align="center">
<B>Under</B>
</DIV>

<DIV align="center">
<B>The Securities Act of 1933</B>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="49%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="48%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="center" valign="top">
	<B><FONT size="2">STIFEL FINANCIAL CORP.<BR>
	 </FONT></B><I><FONT size="2">(Exact Name of Registrant as
	Specified in Its Charter)<BR>
	 </FONT></I><B><FONT size="2">Delaware<BR>
	 </FONT></B><I><FONT size="2">(State or Other Jurisdiction of
	Incorporation or Organization)<BR>
	 </FONT></I><B><FONT size="2">43-1273600<BR>
	 </FONT></B><I><FONT size="2">(I.R.S. Employer Identification
	No.)</FONT></I></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="top">
	<B><FONT size="2">STIFEL FINANCIAL CAPITAL TRUST&nbsp;I<BR>
	 </FONT></B><I><FONT size="2">(Exact Name of Co-Registrant as
	Specified in Its Charter)<BR>
	 </FONT></I><B><FONT size="2">Delaware<BR>
	 </FONT></B><I><FONT size="2">(State or Other Jurisdiction of
	Incorporation or Organization)<BR>
	 </FONT></I><B><FONT size="2">[Applied For]<BR>
	 </FONT></B><I><FONT size="2">(I.R.S. Employer Identification
	No.)</FONT></I></TD>
</TR>

</TABLE>
</CENTER>

<DIV align="center">
<HR size="1" width="26%" align="center" noshade>
</DIV>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="49%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="48%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="center" valign="top">
	<B><FONT size="2">501 N. Broadway<BR>
	St. Louis, MO 63102<BR>
	(314)&nbsp;342-2000<BR>
	 </FONT></B><I><FONT size="2">(Address, Including Zip Code, and
	Telephone Number,<BR>
	Including Area Code, of Registrant&#146;s and<BR>
	Co-Registrant&#146;s Principal Executive Offices)</FONT></I></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="top">
	<B><FONT size="2">Thomas A. Prince, Esq.<BR>
	Senior Vice President and General Counsel<BR>
	Stifel Financial Corp.<BR>
	501 N. Broadway<BR>
	St. Louis, MO 63102<BR>
	(314)&nbsp;342-2000<BR>
	Fax: (314)&nbsp;342-2850<BR>
	 </FONT></B><I><FONT size="2">(Name, Address, Including Zip
	Code, and Telephone Number, Including Area Code, of Agent For
	Service)</FONT></I></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="center">
<B><I><FONT size="2">Copies to:</FONT></I></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="53%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="44%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="center" valign="top">
	<B><FONT size="2">R. Randall Wang, Esq.<BR>
	Harold R. Burroughs, Esq.<BR>
	Bryan Cave LLP<BR>
	211 North Broadway, Suite&nbsp;3600<BR>
	St. Louis, MO 63102<BR>
	(314) 259-2000<BR>
	Fax: (314)&nbsp;259-2020</FONT></B></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="top">
	<B><FONT size="2">Jennifer R. Evans, Esq.<BR>
	Jennifer Durham King, Esq.<BR>
	Vedder, Price, Kaufman&nbsp;&#38; Kammholz<BR>
	222 North LaSalle Street, Suite&nbsp;2600<BR>
	Chicago, Illinois 60601<BR>
	(312) 609-7500<BR>
	Fax: (312)&nbsp;609-5005</FONT></B></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Approximate
date of commencement of proposed sale to the public: As soon as
practicable upon the effectiveness of this Registration
Statement.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the only securities being registered on this form are being
offered pursuant to a dividend or interest reinvestment plan,
please check the following
box.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any of the securities registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule&nbsp;415 under
the Securities Act of 1933, other than securities offered in
connection with dividend or interest reinvestment plans, check
the following
box.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
this Form is filed to register additional securities for an
offering pursuant to Rule&nbsp;462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
this Form is a post-effective amendment filed pursuant to
Rule&nbsp;462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
delivery of the prospectus is expected to be made pursuant to
Rule&nbsp;434, please check the following
box.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="center">
<B><FONT size="2">CALCULATION OF REGISTRATION FEE</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="30%"><FONT size="1">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="1">&nbsp;</FONT></TD>
	<TD width="12%"><FONT size="1">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="1">&nbsp;</FONT></TD>
	<TD width="14%"><FONT size="1">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="1">&nbsp;</FONT></TD>
	<TD width="15%"><FONT size="1">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="1">&nbsp;</FONT></TD>
	<TD width="17%"><FONT size="1">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="9"></TD>
</TR>

<TR>
	<TD colspan="9" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD colspan="9"></TD>
</TR>

<TR>
	<TD colspan="9" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="center" nowrap><B><FONT size="1">Title of each class of</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">Amount to be</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">Proposed maximum</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">Proposed maximum</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">Amount of registration</FONT></B></TD>
</TR>

<TR>
	<TD align="center" nowrap><B><FONT size="1">securities to be registered</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">registered(1)</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">offering price per unit</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">aggregate offering price</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">fee (2)(6)</FONT></B></TD>
</TR>

<TR>
	<TD colspan="9"></TD>
</TR>

<TR>
	<TD colspan="9" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	&nbsp;&nbsp;&nbsp;&nbsp;<FONT size="1">% Cumulative Trust
	Preferred Securities of Stifel Financial Capital Trust&nbsp;I
	</FONT></DIV>
	</TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="1">1,150,000
	</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="1">$25
	</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="1">$28,750,000
	</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="1">$2,645
	</FONT></TD>
</TR>

<TR>
	<TD colspan="9" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	&nbsp;&nbsp;&nbsp;&nbsp;<FONT size="1">% Junior Subordinated
	Debentures due 2032 of Stifel Financial Corp.(3)(4)
	</FONT></DIV>
	</TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="1">None
	</FONT></TD>
</TR>

<TR>
	<TD colspan="9" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="1">Guarantee of Preferred Securities(3)(5)
	</FONT></DIV>
	</TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD><FONT size="1">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="1">None
	</FONT></TD>
</TR>

<TR>
	<TD colspan="9" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
	<TD colspan="9" align="left"><HR size="1" noshade></TD>

</TR>

</TABLE>
</CENTER>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD><FONT size="2">(1)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">Includes 150,000 Preferred Securities which may
	be sold by Stifel Financial Capital Trust I to cover
	over-allotments, if any.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD><FONT size="2">(2)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">The registration fee is calculated in accordance
	with Rule&nbsp;457(a), (i), and (n)&nbsp;of the Securities Act
	of 1933. See note&nbsp;6.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD><FONT size="2">(3)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">This Registration Statement is deemed to cover
	the &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% Junior
	Subordinated Debentures due 2032 of Stifel Financial Corp., the
	rights of holders of
	the &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% Junior
	Subordinated Debentures of Stifel Financial Corp. under the
	Indenture, and the rights of holders of the Preferred Securities
	under the Trust Agreement, the Guarantee and the Expense
	Agreement entered into by Stifel Financial Corp.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD><FONT size="2">(4)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">The &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
	Junior Subordinated Debentures will be purchased by Stifel
	Financial Capital Trust I with the proceeds from the sale of the
	Preferred Securities. Such securities may later be distributed
	for no additional consideration to the holders of the Preferred
	Securities of Stifel Financial Capital Trust I upon its
	dissolution and the distribution of its assets.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD><FONT size="2">(5)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">No separate consideration will be received for
	the Guarantee.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD><FONT size="2">(6)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">On June&nbsp;9, 1997, Stifel Financial Corp., one
	of the co-registrants in this offering, and Stifel Financial
	Capital Trust filed a registration statement on Form&nbsp;S-2
	(File No.&nbsp;333-28871) (the &#147;1997 Registration
	Statement&#148;) and paid a registration fee of $8,713. The 1997
	Registration Statement was later withdrawn and all securities
	registered under the 1997 Registration Statement remain unsold.
	Stifel Financial Capital Trust I is a wholly owned subsidiary of
	the registrant and is a co-registrant in this offering. Pursuant
	to Rule&nbsp;457(p), $8,713 in filing fees relating to the 1997
	Registration Statement offset the filing fee of $2,645 relating
	to this offering.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The
Registrants hereby amend this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section&nbsp;8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section&nbsp;8(a), may determine.</B>
</FONT>

<P align="left">
<HR size="1" width="100%" align="left" noshade>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<TABLE width="100%" border="1" cellpadding="5"><TR><TD>
<FONT size="2" color="#E8112D">The information in this
prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities, and it is not an offer
to buy these securities in any state where the offer or sale is
not permitted.
</FONT>
</TD></TR></TABLE>

<P align="center">
<B><FONT size="2" color="#E8112D">SUBJECT TO COMPLETION, DATED
MARCH&nbsp;27, 2002</FONT></B>

<P align="left">
<B><FONT size="2">PROSPECTUS</FONT></B>

<P align="center">
<B><FONT size="4">1,000,000 Preferred Securities</FONT></B>

<P align="center">
<B><FONT size="5">Stifel Financial Capital Trust I</FONT></B>

<P align="center">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
Cumulative Trust Preferred Securities</B>

<DIV align="center">
<B>(Liquidation Amount $25 Per Preferred Security)</B>
</DIV>

<P align="center">
<B>Fully, irrevocably and unconditionally guaranteed</B>

<DIV align="center">
<B>on a subordinated basis, as described in this prospectus,
by</B>
</DIV>

<P align="center">
<IMG src="c68329c6832929.gif" alt="(STIFEL FINANCIAL LOGO)">

<P align="center">
<B><FONT size="5">Stifel Financial Corp.</FONT></B>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stifel
Financial Capital Trust I is offering 1,000,000 preferred
securities at $25 per security. The preferred securities
represent an indirect interest in
our &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
junior subordinated debentures. The debentures have the same
payment terms as the preferred securities and will be purchased
by Stifel Financial Capital Trust I using the proceeds from its
offering of the preferred securities.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
will apply to list the preferred securities on the New York
Stock Exchange under the symbol &#147;SFPr.A&#148; and expect
trading in the preferred securities on the New York Stock
Exchange to begin within 30&nbsp;days after the original issue
date.
</FONT>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing
in the preferred securities involves risks. See &#147;Risk
Factors&#148; beginning on&nbsp;page&nbsp;10.</B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="57%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="17%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="20%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="5"></TD>
</TR>

<TR>
	<TD colspan="5" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD colspan="5"></TD>
</TR>

<TR>
	<TD colspan="5" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">Per Preferred</FONT></B></TD>
	<TD></TD>
	<TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">Security</FONT></B></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">Total</FONT></B></TD>
</TR>

<TR>
	<TD colspan="5"></TD>
</TR>

<TR>
	<TD colspan="5" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Public offering price
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="2">$25.00
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="2">$25,000,000
	</FONT></TD>
</TR>

<TR>
	<TD colspan="5" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Proceeds to Stifel Financial Capital Trust&nbsp;I
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="2">$25.00
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom">
	<FONT size="2">$25,000,000
	</FONT></TD>
</TR>

<TR>
	<TD colspan="5" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
	<TD colspan="5" align="left"><HR size="1" noshade></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
is a firm commitment underwriting. We will pay underwriting
commissions of
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;per
preferred security, or a total of
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
for arranging the investment in our junior subordinated
debentures. The underwriters have been granted a 30-day option
to purchase up to an additional 150,000 preferred securities to
cover over-allotments, if any.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="47%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<B><FONT size="2">Legg Mason Wood Walker<BR>
	Incorporated</FONT></B></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="top">
	<B><FONT size="2">Stifel, Nicolaus &#38; Company<BR>
	Incorporated</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="3" align="center" valign="top">
	<B><FONT size="2">Friedman Billings Ramsey</FONT></B></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<B><FONT size="2">The date of this prospectus
is &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2002</FONT></B>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B><FONT size="2">[Map of the continental United States having a
blue background and depicting our 76 branch and office
locations]</FONT></B>

<P align="center">
<B><FONT size="2">[Pyramid-shaped graphic divided into a top
one-third section and two lower sections of one-third each,
divided vertically, all having a blue background. Top third
section contains two lines of white text in the middle of the
section. The first line is &#147;Investment&#148; and the second
line is &#147;Of Choice&#148; and is centered in the section.
The lower left section contains two lines of white text in the
middle of the section. The first line is &#147;Advisor&#148; and
the second line is &#147;Of Choice&#148; and is centered in the
section. The lower right section contains two lines of white
text in the middle of the section. The first line is
&#147;Firm&#148; and the second line is &#147;Of Choice&#148;
and is centered in the section. ]</FONT></B>

<DIV>&nbsp;</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">TABLE OF CONTENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">SUMMARY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SELECTED CONSOLIDATED FINANCIAL DATA</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">MANAGEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">DESCRIPTION OF THE TRUST</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">DESCRIPTION OF THE PREFERRED SECURITIES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">DESCRIPTION OF THE DEBENTURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">BOOK-ENTRY ISSUANCE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">DESCRIPTION OF THE GUARANTEE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">RELATIONSHIP AMONG THE PREFERRED SECURITIES,</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">THE DEBENTURES AND THE GUARANTEE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">FEDERAL INCOME TAX CONSEQUENCES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#013">ERISA CONSIDERATIONS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#014">UNDERWRITING</A></TD></TR>
<TR><TD colspan="9"><A HREF="#015">LEGAL MATTERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#016">EXPERTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#017">WHERE YOU CAN FIND MORE INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#018">DOCUMENTS INCORPORATED BY REFERENCE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#019">PART II INFORMATION NOT REQUIRED IN PROSPECTUS</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#020">Item 14. Other Expenses of Issuance and Distribution.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#021">Item 15. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#022">Item 16. Exhibits.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#023">Item 17. Undertakings.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#024">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#025">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#026">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="c68329ex4-1.txt">EX-4.1 Indenture for Jr. Subordinated Debentures</A></TD></TR>
<TR><TD colspan="9"><A HREF="c68329ex4-3.txt">EX-4.3 Certificate of Trust</A></TD></TR>
<TR><TD colspan="9"><A HREF="c68329ex4-4.txt">EX-4.4 Trust Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="c68329ex4-5.txt">EX-4.5 Amended and Restated Trust Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="c68329ex4-7.txt">EX-4.7 Preferred Securities Guarantee Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="c68329ex12-1.txt">EX-12.1 Computation of Ratios to Fixed Charges</A></TD></TR>
<TR><TD colspan="9"><A HREF="c68329ex23-1.txt">Consent of Deloitte & Touche LLP</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "TABLE OF CONTENTS" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="center">
<B><FONT size="2">TABLE OF CONTENTS</FONT></B>
</DIV>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="90%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Page</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Summary
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Selected Consolidated Financial Data
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Risk Factors
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Special Note Regarding Forward-Looking Statements
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">21</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Use Of Proceeds
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">21</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Accounting Treatment
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">21</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Market For The Preferred Securities
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">22</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Capitalization
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">23</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Management
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">24</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Description Of The Trust
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">26</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Description Of The Preferred Securities
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">27</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Description Of The Debentures
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">39</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Book-Entry Issuance
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">48</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Description Of The Guarantee
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">50</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Relationship Among The Preferred Securities, The
	Debentures And The Guarantee
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">52</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Federal Income Tax Consequences
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">53</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">ERISA Considerations
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">56</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Underwriting
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">58</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Legal Matters
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">60</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Experts
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">60</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Where You Can Find More Information
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">60</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Documents Incorporated By Reference
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">61</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">We have not, and the underwriters have not,
authorized any other person to provide you with information
other than as provided in this prospectus. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, the
preferred securities in any state or other jurisdiction where
the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of the date on the front
cover, but the information may have changed since that
date.</FONT></B>

<P align="center">
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "SUMMARY" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center">
<B><FONT size="2">SUMMARY</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">This summary highlights information contained
elsewhere in, or incorporated by reference into, this
prospectus. Because this is a summary, it may not contain all of
the information that is important to you. Therefore, you should
also read the more detailed information set forth in this
prospectus, our financial statements and the other information
that is included or incorporated by reference in this
prospectus, before making a decision to invest in the preferred
securities. Unless we indicate otherwise, the words
&#147;we,&#148; &#147;our,&#148; &#147;us&#148; and
&#147;Company&#148; refer to Stifel Financial Corp. and its
wholly-owned subsidiaries, including Stifel, Nicolaus &#38;
Company, Incorporated, which we refer to as &#147;Stifel
Nicolaus.&#148; Unless otherwise indicated, the information in
this prospectus assumes that the underwriters will not exercise
their option to purchase additional preferred securities to
cover over-allotments.</FONT></I>

<P align="center">
<B><FONT size="2">Stifel Financial Corp.</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Stifel Financial Corp. is a Delaware corporation
and holding company for Stifel, Nicolaus &#38; Company,
Incorporated, a full-service regional brokerage and investment
banking firm established in 1890. We are headquartered in St.
Louis, Missouri and are geographically focused primarily on
serving the Midwestern region of the United States and, to a
lesser extent, the Rocky Mountain region. While we focus
primarily on securities brokerage, we also provide investment
banking, trading, investment advisory, and related financial
services through our wholly-owned subsidiaries to individual
investors, professional money managers, businesses, and
municipalities. Our Stifel Nicolaus retail brokerage network
consists of 409&nbsp;investment executives located in
74&nbsp;branch offices throughout the Midwest and the Rocky
Mountain regions. Our other broker-dealer subsidiary, Century
Securities Associates, Inc. is affiliated with 153 independent
contractors throughout the country.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Over the past five years, we have assembled a
strong management team with extensive brokerage and investment
banking expertise in order to execute our strategy and better
position ourselves as a premier Midwest regional brokerage firm.
In September 1997, Ronald&nbsp;J. Kruszewski joined us as our
president and chief executive officer, and was named chairman of
our board of directors in April 2001. Mr.&nbsp;Kruszewski has
served in various capacities throughout his 17&nbsp;years in the
securities industry. He has assembled a management team from
both within our firm, drawing upon the expertise and knowledge
of investment bankers, research analysts and administrative
personnel, and from outside our firm. Our executive management
team has played a vital role in our growth over the past
five&nbsp;years.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our growth has come both internally and through
the successful integration of Hanifen, Imhoff Inc., a
Colorado-based broker-dealer we acquired in January 2000. The
integration brought experienced investment bankers, research
analysts, institutional sales associates and traders to our
Fixed Income Capital Markets and Equity Capital Markets business
segments. From late 1997 through February&nbsp;28, 2002, we have
increased the number of branch offices from 39 to 74, increased
the number of Private Client and Institutional investment
executives by approximately 65%, widened the industry coverage
of our equity research and more than doubled the number of
investment bankers within both the Equity Capital Markets and
Fixed Income Capital Markets business segments.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Financial
Summary</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have maintained profitability while growing
our three key business segments over the five years ended
December&nbsp;31, 2001, highlighted by five consecutive years of
record net revenue growth. Over this five-year period, our
compound annual growth rate for net revenue was 12%, for book
value per share was 8% and for stockholders&#146; equity was 16%.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our diluted earnings per share declined from
$1.20 for the year ended December&nbsp;31, 2000 to $0.25 for the
year ended December&nbsp;31, 2001, principally due to lower
brokerage activity as a result of decreased investor confidence,
decreased net interest income, increased operating costs due to
our expansion efforts and significant non-recurring charges for
legal related matters incurred primarily in connection with
historical litigation arising from our former Oklahoma
operations and a write-down of our
</FONT>

<P align="center"><FONT size="2">1
</FONT>
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<DIV align="left">
<FONT size="2">investment portfolio. Investor confidence in the
stock market plummeted as indicated by the major market indices,
particularly the technology stock-based Nasdaq composite, which
decreased 21% from December&nbsp;31, 2000 to December&nbsp;31,
2001, and to a lesser extent the Dow Jones Industrial Average,
which decreased 7% in that same period. Despite the continued
addition of new offices and new investment executives during the
year, net revenue of our Private Client Group declined by 6%,
reflecting the significant weakness of the retail brokerage
industry in 2001. Our other two business segments offset this
decline with growth in net revenue of 64% for our Fixed Income
Capital Markets business segment and 41% for our Equity Capital
Markets business segment.
</FONT>
</DIV>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="45%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="19"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><B><FONT size="1">Five-Year Financial Highlights</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><B><FONT size="1">As of or For the Years Ended December 31,</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">2000</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1999</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1998</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1997</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="19"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><B><FONT size="1">(dollars in thousands, except per share data)</FONT></B></TD><TD></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Revenue
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">189,620</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">198,122</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">151,193</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">137,288</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">135,819</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Net revenue
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">177,898</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">177,528</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">141,096</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">127,490</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">122,828</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Net income
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,010</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9,203</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7,165</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5,245</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5,671</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Diluted earnings per share
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.25</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.20</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.03</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.73</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.88</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Stockholders&#146; equity
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">78,622</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">74,178</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">59,059</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">54,977</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">50,081</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Book value per share
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11.03</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10.56</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9.18</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8.13</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7.60</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our Business
Segments</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We define our core business through three key
segments: Private Client Group, Equity Capital Markets, and
Fixed Income Capital Markets. Our net revenue contributions and
percentages of total net revenue from our major business
segments are shown in the table below:
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="48%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="23"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="22" align="center" nowrap><B><FONT size="1">For the Years Ended December 31,</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="22" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="7"></TD>
	<TD></TD>
	<TD colspan="7"></TD>
	<TD></TD>
	<TD colspan="7"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><B><FONT size="1">2000</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><B><FONT size="1">1999</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="7"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="23"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="22" align="center" nowrap><B><FONT size="1">(dollars in thousands)</FONT></B></TD><TD></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Private Client Group
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">127,982</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">72</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">135,562</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">76</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">113,242</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">80</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Equity Capital Markets
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">24,874</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">14</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">17,670</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9,856</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Fixed Income Capital Markets
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">18,091</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11,009</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,912</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Other
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6,951</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">4</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">13,287</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">14,086</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total Net Revenue
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">177,898</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">100</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">177,528</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">100</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">141,096</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">100</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">
<B><I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Private
Client Group</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our Private Client Group has historically been,
and is currently, our largest contributor to net revenue,
accounting for approximately 72% of net revenue in 2001 and 76%
of net revenue in 2000. Private Client Group net revenue
decreased 6% to $128.0&nbsp;million in 2001 compared to
$135.6&nbsp;million in 2000, primarily due to decreased
commissions from fewer transactions as a result of declining
financial market conditions and lower net interest due primarily
to lower customer borrowings.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We provide securities transaction and financial
planning services to our private clients through our Stifel
Nicolaus branch system and our independent contractor firm,
Century Securities. Our primary strategy since late 1997 has
been to grow our Private Client Group. Since then, we have
increased the number of investment executives from 262 to 406,
while opening 35 new offices bringing us to a total of 74 as of
February&nbsp;28, 2002. In 2001, these new offices accounted for
approximately 30% of our branch revenue. While Private Client
Group net revenue only declined 6%, our investment in new
offices and investment executives, coupled with the decline in
net interest, contributed to a 38% decline in profit
contributions for this segment.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our investment executives have access to a
comprehensive offering of financial products to service their
clients&#146; needs. In addition to equity and fixed income
securities, we offer annuities and insurance,
</FONT>

<P align="center"><FONT size="2">2
</FONT>
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<DIV align="left">
<FONT size="2">mutual funds, options, trust services, investment
advisory, financial planning, consulting and executive services.
We have successfully built a new platform that delivers the
technology and professional support that allows our investment
executives to fully service their clients&#146; needs. We
believe that service is the key differentiating factor in
attracting and retaining clients and that this service should be
delivered directly through our investment executives. We will
continue to focus on providing more tools, training, and
products to help our investment executives meet his or her
clients&#146; needs.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Century Securities has affiliations with
153&nbsp;independent contractors in 26&nbsp;branch offices and
106&nbsp;satellite offices in 31&nbsp;states. Century
Securities&#146; independent contractors provide the same types
of financial products and services to their clients as does
Stifel Nicolaus, but each independent contractor is responsible
for all of his or her direct costs and, accordingly, is paid a
larger percentage of commissions to compensate for the added
expenses.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As part of our ongoing strategy, we plan to
continue recruiting, training, and retaining talented investment
executives. Across the organization, we believe we are
structured to meet the needs of our investment executives, who
in turn help their clients achieve their financial goals.
</FONT>

<P align="left">
<B><I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Equity
Capital Markets</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our Equity Capital Markets business segment,
which encompasses corporate finance, institutional equity sales
and trading, syndicate and research, recorded net revenue of
$24.9&nbsp;million in 2001, up 41% from $17.7&nbsp;million in
the prior year. Stifel Nicolaus&#146; Equity Capital Markets
Group was involved as lead or co-manager on 21&nbsp;public
offerings, raising approximately $1.2&nbsp;billion in capital.
In addition, we completed 17&nbsp;private placements, raising an
additional $205&nbsp;million in capital. A significant part of
our Equity Capital Markets business is concentrated in the
financial services sector. Our Financial Institutions Group
underwrote 22&nbsp;trust preferred issues, including
13&nbsp;private placements, and advised on 10&nbsp;mergers
valued at approximately $700&nbsp;million in 2001.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During 2001, we made significant strides in our
plan to build our Equity Capital Markets Group. Specifically, we
have expanded our team of senior research analysts from 10 to 12
and our total research staff from 16 to 24&nbsp;people since
January&nbsp;1, 2001. Currently, Stifel Nicolaus&#146; research
coverage encompasses 177&nbsp;companies, compared with 138 at
the end of 2000. Research, in turn, has given us the foundation
to double the size of our institutional sales group from eight
to 13&nbsp;senior salespeople and three junior salespeople
during the same period. Simultaneously, we have increased our
listed trading desk from four coverage traders to eight in the
last 14&nbsp;months. We believe the response of our
institutional client base has been positive. In 2001, we
conducted business with 224&nbsp;institutional clients,
including 98&nbsp;new clients since January 2001.
</FONT>

<P align="left">
<B><I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fixed Income
Capital Markets</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our Fixed Income Capital Markets business
segment, which encompasses public finance, institutional fixed
income sales, underwriting and trading, increased its net
revenue to $18.1&nbsp;million in 2001 from $11.0&nbsp;million in
2000. This increase was partially due to the addition of a new
public finance office opened in Brookfield, Wisconsin in
mid-year 2000, along with increased new issue offerings and
refinancings resulting from a declining interest rate
environment. During the past year, we were sole manager, senior
manager, or co-manager in 375&nbsp;bond issuances totaling
$10.3&nbsp;billion. Of these issuances, Stifel Nicolaus was the
sole, lead, or co-manager on 147&nbsp;negotiated municipal bond
issuances totaling $4.8&nbsp;billion, up from
102&nbsp;negotiated bond issues totaling $3.7&nbsp;billion in
2000.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our Fixed Income Capital Markets business segment
operates through six offices located in St. Louis, Missouri,
Denver, Colorado, Omaha, Nebraska, Brookfield, Wisconsin,
Wichita, Kansas, and Orlando, Florida. The Public Finance
Department provides analytical and advisory services, structured
financings, tax-exempt and taxable borrowings, and various other
services to state and local governments and not-for-profit
entities.
</FONT>

<P align="center"><FONT size="2">3
</FONT>
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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Through internal growth and the integration of
Hanifen Imhoff, our Fixed Income Capital Markets business
segment has tripled both the number of public finance bankers
and institutional sales associates since the end of 1997. We see
continued opportunity to build our fixed income platform. The
public finance market is both large and fragmented, allowing us
the chance to provide innovative and creative financial
solutions for our clients. In addition, the bond issuances used
to finance the building of our country&#146;s infrastructure
provide our individual and institutional clients with tax-exempt
investment opportunities.
</FONT>

<P align="left">
<B><I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Business
Strategy</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The foundation of our business strategy is
premised on our goal of becoming the <I>&#147;of
Choice&#148;</I> firm for our clients, employees, and investors
by:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<I><FONT size="2">Providing our clients with the resources and
	advice they need to make sound investment
	decisions.</FONT></I><FONT size="2"> Our advisors offer creative
	ideas and recommendations to assist our clients in attaining
	their investment and financial goals and objectives. By
	understanding our clients&#146; needs and consistently providing
	high-quality, value-added advice and timely service, our goal is
	to earn the distinction of being their <I>advisor of choice.</I>
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<I><FONT size="2">Attracting and retaining experienced,
	entrepreneurial, and talented
	associates.</FONT></I><FONT size="2"> In order to become the
	<I>firm of choice, </I>we foster a culture of unconfined,
	long-term thinking that views change as an opportunity to better
	serve our clients and improve our market position. In this
	environment, hard-working team players are rewarded for their
	attention to client needs and dedication to providing
	high-quality investment advice. As the <I>firm of choice,</I> we
	support the professional efforts of our associates and their
	contributions to their communities.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<I><FONT size="2">Becoming the investment of choice.
	</FONT></I><FONT size="2">By becoming our clients&#146;
	<I>advisor of choice </I>and our associates&#146; <I>firm of
	choice, </I>our goal is to become the <I>investment of choice,
	</I>delivering superior financial returns to our stockholders.
	We believe our associates share a common interest with our
	stockholders as evidenced by the fact that our associates own
	approximately 50% of our common stock, either directly or
	through deferred compensation and related compensation plans.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Moving forward we intend to work to solidify our
position as the <I>advisor of choice </I>for our existing
clients by continuing to offer a comprehensive set of products,
tools and services. We also plan to capitalize on the continuing
consolidation within the securities industry by seeking to add
new investment executives throughout our market areas, who will
consider Stifel Nicolaus to be their <I>firm of choice</I>.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our principal executive offices, as well as those
of the trust, are located at 501&nbsp;N. Broadway, St. Louis,
Missouri 63102. The main telephone number for us and the trust
is (314)&nbsp;342-2000. Our common stock is traded on the New
York Stock Exchange and the Chicago Stock Exchange under the
symbol &#147;SF.&#148;
</FONT>

<P align="center">
<B><FONT size="2">Stifel Financial Capital Trust I</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We recently formed Stifel Financial Capital
Trust&nbsp;I as a Delaware business trust. We created the trust
to offer the preferred securities and to purchase the
debentures. The trust has a term of 31&nbsp;years but may be
dissolved earlier as provided in the trust agreement. Upon
issuance of the preferred securities offered by this prospectus,
the purchasers in this offering will own all of the issued and
outstanding preferred securities of the trust. In exchange for
our capital contribution to the trust, we will own all of the
common securities of the trust.
</FONT>

<P align="center"><FONT size="2">4
</FONT>

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<P align="center">
<B><FONT size="2">The Offering</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="28%"></TD>
	<TD width="1%"></TD>
	<TD width="71%"></TD>
</TR>

<TR>
	<TD valign="top">
	<FONT size="2">The issuer
	</FONT></TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">Stifel Financial Capital Trust I
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
	<FONT size="2">Securities being offered
	</FONT></TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">1,000,000 preferred securities, which represent
	preferred undivided beneficial interests in the assets of the
	trust. Those assets will consist solely of the debentures and
	payments received on the debentures.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
</TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">The trust will sell the preferred securities to
	the public for cash. The trust will use that cash to buy the
	debentures from us.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
	<FONT size="2">Offering price
	</FONT></TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">$25 per preferred security.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
	<FONT size="2">When the trust will pay distributions to&nbsp;you
	</FONT></TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">Your purchase of the preferred securities
	entitles you to receive cumulative cash distributions at
	a &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
	annual rate. Distributions will accumulate from the date the
	trust issues the preferred securities and are to be paid
	quarterly on March&nbsp;31, June&nbsp;30, September&nbsp;30 and
	December&nbsp;31 of each year, beginning June&nbsp;30, 2002. As
	long as the preferred securities are represented by a global
	security, the record date for distributions on the preferred
	securities will be the business day prior to the distribution
	date. We may defer the payment of cash distributions, as
	described below.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
	<FONT size="2">When the trust must redeem the preferred
	securities
	</FONT></TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">The debentures will mature, and we must redeem
	the preferred securities on June&nbsp;30, 2032. We have the
	option, however, to shorten the maturity date to a date not
	earlier than June&nbsp;30, 2007.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
	<FONT size="2">Redemption of the preferred securities before
	June&nbsp;30, 2032 is possible
	</FONT></TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">The trust must redeem the preferred securities
	when the debentures are paid at maturity or upon any earlier
	redemption of the debentures to the extent the debentures are
	redeemed. We may redeem all or part of the debentures at any
	time on or after June&nbsp;30, 2007. In addition, we may redeem,
	at any time, all of the debentures if:
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
</TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">&#149;&nbsp;existing laws or regulations, or the
	judicial interpretation or application of these laws or
	regulations, change, causing the interest we pay on the
	debentures to no longer be deductible by us for federal income
	tax purposes; or causing the trust to become subject to federal
	income tax or to certain other taxes or governmental charges; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
</TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">&#149;&nbsp;existing laws or regulations change,
	requiring the trust to register as an investment company.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR>
	<TD valign="top">
</TD>
	<TD></TD>
	<TD valign="top">
	<FONT size="2">We may also redeem the debentures at any time,
	and from time to time, in an amount equal to the liquidation
	amount of any preferred securities we repurchase, plus a
	proportionate amount of common securities, but only in exchange
	for a like amount of the preferred securities and common
	securities that we then own.
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">5
</FONT>

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<DIV>&nbsp;</DIV>

<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
        <TD width="28%"></TD>
        <TD width="1%"></TD>
        <TD width="1%"></TD>
        <TD width="71%"></TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">If your preferred securities are redeemed by the
        trust, you will receive the liquidation amount of $25 per
        preferred security, plus any accrued and unpaid distributions to
        the date of redemption.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">We have the option to extend the interest payment
        period
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">The trust will rely solely on payments made by us
        under the debentures to pay distributions on the preferred
        securities. As long as we are not in default under the indenture
        relating to the debentures, we may, at one or more times, defer
        interest payments on the debentures for up to
        20&nbsp;consecutive quarters, but not beyond June&nbsp;30, 2032.
        If we defer interest payments on the debentures:
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD valign="top"><FONT size="2">&#149;</FONT></TD>
        <TD valign="top">
        <FONT size="2">the trust will also defer
        distributions on the preferred securities;
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD valign="top"><FONT size="2">&#149;</FONT></TD>
        <TD valign="top">
        <FONT size="2">the distributions you are entitled to
        will accumulate; and
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD valign="top"><FONT size="2">&#149;</FONT></TD>
        <TD valign="top">
        <FONT size="2">these accumulated distributions will
        earn interest at an annual rate
        of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%,
        compounded quarterly, until paid.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">At the end of any deferral period, we will be
        obligated to pay to the trust all accrued and unpaid interest
        under the debentures. The trust will then pay all accumulated
        and unpaid distributions to you to the extent that the trust has
        received accrued and unpaid interest under the debentures.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">You will still be taxed if distributions on the
        preferred securities <BR>
         are deferred
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">If a deferral of payment occurs, you must
        recognize the amount of the deferred distributions as interest
        income for United States federal income tax purposes in advance
        of receiving the actual cash distributions, even if you are a
        cash basis taxpayer.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">Our full and unconditional guarantee of payment
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">Our obligations described in this prospectus, in
        the aggregate, constitute a full, irrevocable and unconditional
        guarantee on a subordinated basis by us of the obligations of
        the trust under the preferred securities. Under the guarantee
        agreement, we guarantee that the trust will use its assets to
        pay the distributions on the preferred securities and the
        liquidation amount upon liquidation of the trust. However, the
        guarantee does not apply when the trust does not have sufficient
        funds to make the payments. If we do not make payments on the
        debentures, the trust will not have sufficient funds to make
        payments on the preferred securities. In this event, your remedy
        is to institute a legal proceeding directly against us for
        enforcement of payments under the debentures.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">We may distribute the debentures directly to you
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">We may, at any time, dissolve the trust and
        distribute the debentures to you. If we distribute the
        debentures, we will use our best efforts to list them on a
        national securities exchange or to include them in the Nasdaq
        National Market or a comparable market.
        </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">6
</FONT>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
        <TD width="28%"></TD>
        <TD width="1%"></TD>
        <TD width="1%"></TD>
        <TD width="71%"></TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">How the securities will rank in right of payment
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">Our obligations under the preferred securities,
        debentures and guarantee are unsecured and will rank as follows
        with regard to right of payment:
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD valign="top"><FONT size="2">&#149;</FONT></TD>
        <TD valign="top">
        <FONT size="2">the preferred securities will rank
        equally with the common securities of the trust. The trust will
        pay distributions on the preferred securities and the common
        securities pro rata. However, if we default with respect to the
        debentures, then no distributions on the common securities of
        the trust or our common stock will be paid until all accumulated
        and unpaid distributions on the preferred securities have been
        paid;
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD valign="top"><FONT size="2">&#149;</FONT></TD>
        <TD valign="top">
        <FONT size="2">our obligations under the debentures
        and the guarantee are unsecured and generally will rank junior
        in priority to our existing and future senior and subordinated
        indebtedness; and
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD valign="top"><FONT size="2">&#149;</FONT></TD>
        <TD valign="top">
        <FONT size="2">because we are a holding company, the
        debentures and the guarantee will effectively be subordinated to
        all existing and future liabilities of our subsidiaries.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">Voting rights of the <BR>
         preferred securities
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">Except in limited circumstances, holders of the
        preferred securities will have no voting rights.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">Proposed New York Stock Exchange symbol
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">SFPr.A
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">You will not receive certificates
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">The preferred securities will be represented by a
        global security that will be deposited with and registered in
        the name of The Depository Trust Company, New York, New York, or
        its nominee. As a result, you will not receive a certificate for
        the preferred securities, and your beneficial ownership
        interests will be recorded through the DTC book-entry system.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
        <FONT size="2">How the proceeds of this offering will be used
        </FONT></TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">The trust will invest the proceeds from the sale
        of the preferred securities in the debentures. We estimate the
        net proceeds to us from the sale of the debentures to the trust,
        after deducting underwriting expenses and commissions, will be
        approximately $23.7&nbsp;million. We expect to use the net
        proceeds from the sale of the debentures to repay short-term
        borrowings from banks and from brokers and dealers.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR>
        <TD valign="top">
</TD>
        <TD></TD>
        <TD colspan="2" valign="top">
        <FONT size="2">As a result of the repayment of short-term
        borrowings, we expect to utilize cash flows from operations and
        other sources to support continued growth of our existing
        subsidiaries, for general corporate purposes, to repurchase
        shares of our common stock and to finance further expansion and
        potential acquisitions. We have no agreements or commitments and
        are not currently engaged in any negotiations with respect to
        any such acquisitions.
        </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Before purchasing the preferred securities being
offered, you should carefully consider the &#147;Risk
Factors&#148; beginning on page&nbsp;10.
</FONT>

<P align="center"><FONT size="2">7
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "SELECTED CONSOLIDATED FINANCIAL DATA" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center">
<B><FONT size="2">SELECTED CONSOLIDATED FINANCIAL DATA</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table summarizes our consolidated
financial information and other financial data. The selected
statement of financial condition data and statement of
operations data, insofar as they relate to the years ended
December&nbsp;31, 2001, 2000, 1999, 1998 and 1997, are derived
from our consolidated financial statements, which have been
audited by Deloitte &#38; Touche LLP. This information should be
read together with &#147;Management&#146;s Discussion and
Analysis of Financial Condition and Results of Operations&#148;
and our consolidated financial statements and the related notes
incorporated by reference into this prospectus from our Annual
Report on Form&nbsp;10-K for the year ended December&nbsp;31,
2001. Results for past periods are not necessarily indicative of
results that may be expected for any future period.
</FONT>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="32%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="4"></TD>
	<TD></TD>
	<TD colspan="19"></TD>
</TR>

<TR>
	<TD colspan="4"></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><B><FONT size="1">As of and For the Years Ended December 31,</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="4"></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD colspan="4"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">2000</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1999</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1998</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1997</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="4"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD colspan="4"></TD>
	<TD></TD>
	<TD colspan="19"></TD>
</TR>

<TR>
	<TD colspan="4"></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><B><FONT size="1">(in thousands, except per share amounts and ratios)</FONT></B></TD><TD></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="4" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Revenue:</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Commissions
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">74,146</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">85,383</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">68,663</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">56,729</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">49,763</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Principal transactions
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">31,010</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">28,046</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">24,654</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">26,465</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">20,463</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Investment banking
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">37,068</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">21,700</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11,507</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">15,763</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">28,476</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Interest
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">21,866</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">35,479</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">20,525</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">18,889</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">21,397</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Other
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">25,530</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">27,514</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">25,844</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">19,442</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">15,720</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="4"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total revenue
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">189,620</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">198,122</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">151,193</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">137,288</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">135,819</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Less: Interest expense
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11,722</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">20,594</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10,097</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9,798</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">12,991</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="4"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Net revenue
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">177,898</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">177,528</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">141,096</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">127,490</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">122,828</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="4" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Non-Interest Expenses:</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Employee compensation and benefits
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">120,889</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">117,229</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">92,819</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">86,967</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">81,817</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Communications and office supplies
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10,799</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10,879</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8,911</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8,389</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6,914</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Occupancy and equipment rental
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">17,673</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">15,120</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11,819</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9,549</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8,109</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Commissions and floor brokerage
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,899</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,333</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,838</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,804</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,780</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Other operating expenses
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">21,251</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">16,278</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">13,736</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11,192</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">13,787</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="4"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total non-interest expenses
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">174,511</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">162,839</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">130,123</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">118,901</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">113,407</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="4"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="4" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Income:</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Income before income taxes
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,387</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">14,689</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10,973</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8,589</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9,421</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Provision for income taxes
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1,377</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5,486</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,808</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,344</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,750</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="4"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Net income
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,010</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9,203</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7,165</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5,245</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5,671</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="4"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="4" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Common Share Data:</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Basic earnings per share
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.28</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.31</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.08</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.77</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.01</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Diluted earnings per share
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.25</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.20</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.03</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.73</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.88</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Cash dividends per share
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.12</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.12</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.12</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.12</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">0.12</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Book value per share
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11.03</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10.56</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9.18</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8.13</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7.60</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Average common shares:
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Basic
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7,162</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7,007</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6,655</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6,850</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5,591</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Diluted
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7,990</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7,669</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6,940</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7,198</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7,099</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">8
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="38%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="19"></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><B><FONT size="1">As of and For the Years Ended December 31,</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">2000</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1999</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1998</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">1997</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="19"></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="18" align="center" nowrap><B><FONT size="1">(in thousands, except per share amounts and ratios)</FONT></B></TD><TD></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Statement of Financial Condition and Other
	Data:</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total assets
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">440,559</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">458,312</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">453,110</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">335,005</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">315,484</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Long-term obligations
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11,285</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11,771</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">11,438</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6,218</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5,522</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Stockholders&#146; equity
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">78,622</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">74,178</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">59,059</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">54,977</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">50,081</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Net income to average equity
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2.58</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">13.33</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">12.55</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">9.69</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">13.29</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Pre-tax income to total revenue
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.79</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7.41</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7.26</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6.26</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6.94</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Net income to total revenue
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.06</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">4.65</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">4.74</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3.82</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">4.17</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Amortization expense(1)
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5,489</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,836</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1,992</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1,717</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1,178</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Ratio of earnings to fixed charges(2)
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.23</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">x</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.64</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">x</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.93</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">x</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.77</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">x</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.67</FONT></TD>
	<TD align="left" valign="bottom" nowrap><FONT size="2">x</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Number of investment executives
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">406</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">375</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">340</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">303</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">262</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Number of branches
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">73</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">70</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">60</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">49</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">39</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="4%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD><FONT size="2">(1)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">Amortization expense is comprised of amortization
	on upfront loans made to investment executives. We offer
	transition pay to investment executives upon their joining the
	firm principally in the form of upfront loans. These loans are
	amortized over a five- to ten-year period.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD><FONT size="2">(2)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">In computing the ratio of earnings to fixed
	charges: (a)&nbsp;earnings have been based on income before
	income taxes and fixed charges, and (b) fixed charges consist of
	interest expense and one-third of rent expense, which we believe
	is a reasonable approximation of the interest factor of such
	rent expense.
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">9
</FONT>
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<!-- link1 "RISK FACTORS" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center">
<B><FONT size="2">RISK FACTORS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">An investment in the preferred securities
involves a number of risks. Some of these risks relate to the
preferred securities and others relate to us and our industry,
generally. We urge you to read all of the information contained
in this prospectus. In addition, we urge you to consider
carefully the following factors in evaluating an investment in
the trust before you purchase the preferred securities offered
by this prospectus.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Because the trust will rely on the payments it
receives on the debentures from us to fund all payments on the
preferred securities, and because the trust may distribute the
debentures in exchange for the preferred securities, purchasers
of the preferred securities are making an investment decision
that relates to the debentures being issued by us as well as the
preferred securities. Purchasers should carefully review the
information in this prospectus about the preferred securities,
the debentures and the guarantee.</FONT></I>

<P align="left">
<B><FONT size="2">Risks Related to an Investment in the
Preferred Securities</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">If we do not make interest payments under
	the debentures, the trust will be unable to pay distributions
	and liquidation amounts. Our guarantee will not apply because
	the guarantee covers payments only if the trust has funds
	available.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust will depend solely on our payments on
the debentures to pay amounts due to you on the preferred
securities. If we default on our obligation to pay the principal
or interest on the debentures, the trust will not have
sufficient funds to pay distributions or the liquidation amount
on the preferred securities. In that case, you will not be able
to rely on the guarantee for payment of these amounts because
the guarantee only applies if the trust has sufficient funds to
make distributions on or to pay the liquidation amount of the
preferred securities. Instead, you or the property trustee will
have to institute a direct action against us to enforce the
property trustee&#146;s rights under the indenture relating to
the debentures.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">To the extent we must rely on dividends
	from our wholly-owned subsidiaries to make interest payments on
	the debentures to the trust, our available cash flow may be
	restricted and distributions may be deferred.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are a holding company and substantially all of
our assets are held by our wholly-owned subsidiaries,
principally Stifel Nicolaus. Our ability to make payments on the
debentures when due will depend primarily on available cash
resources at the holding company and dividends from our
subsidiaries. Dividend payments or extensions of credit from our
subsidiaries are subject to net capital limitations as described
in &#147;&#151;&nbsp;We are subject to net capital requirements;
failure to comply with these rules would significantly harm our
business&#148; on page&nbsp;20. We cannot assure you that our
subsidiaries will be able to pay dividends in the future.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">The debentures and the guarantee rank lower
	than most of our other indebtedness, and our holding company
	structure effectively subordinates any claims against us to
	those of our subsidiaries&#146; creditors.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our obligations under the debentures and the
guarantee are unsecured and will rank junior in priority of
payment to our existing and future senior and subordinated
indebtedness. As of March&nbsp;15, 2002, we had approximately
$227.5 million outstanding principal amount of consolidated
senior and subordinated debt. Except in certain circumstances,
the issuance of the debentures and the preferred securities does
not limit our ability or the ability of our subsidiaries to
incur additional indebtedness, guarantees or other liabilities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Because we are a holding company, the creditors
of our subsidiaries also will have priority over you in any
distribution of our subsidiaries&#146; assets in liquidation,
reorganization or otherwise. Accordingly, the debentures and the
guarantee will be effectively subordinated to all existing and
future liabilities of our direct and indirect subsidiaries, and
you should look only to our assets for payments on the preferred
securities and the debentures.
</FONT>

<P align="center"><FONT size="2">10
</FONT>

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<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">We may defer interest payments on the
	debentures for substantial periods, which could have adverse
	consequences for you.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may, at one or more times, defer interest
payments on the debentures for up to 20&nbsp;consecutive
quarters. If we defer interest payments on the debentures, the
trust will defer distributions on the preferred securities
during any deferral period. During a deferral period, you will
be required to recognize as income for federal income tax
purposes the amount approximately equal to the interest that
accrues on your proportionate share of the debentures held by
the trust in the tax year in which that interest accrues, even
though you will not receive these amounts until a later date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">You will also not receive the cash related to any
accrued and unpaid interest from the trust if you sell the
preferred securities before the end of any deferral period.
During a deferral period, accrued but unpaid distributions will
increase your tax basis in the preferred securities. If you sell
the preferred securities during a deferral period, your
increased tax basis will decrease the amount of any capital gain
or increase the amount of any capital loss that you may have
otherwise realized on the sale. A capital loss, except in
certain limited circumstances, cannot be applied to offset
ordinary income. As a result, deferral of distributions could
result in ordinary income, and a related tax liability for the
holder, and a capital loss that may only be used to offset a
capital gain.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We do not currently intend to exercise our right
to defer interest payments on the debentures. However, in the
event of a deferral period, the market price of the preferred
securities would likely be adversely affected. The preferred
securities may trade at a price that does not fully reflect the
value of accrued but unpaid interest on the debentures. If you
sell the preferred securities during a deferral period, you may
not receive the same return on investment as someone who
continues to hold the preferred securities. Due to our right to
defer interest payments, the market price of the preferred
securities may be more volatile than the market prices of other
securities without the deferral feature.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">Regulators may preclude us from making
	distributions on the debentures under certain
	circumstances.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We and our subsidiaries are subject to extensive
federal and state law, regulation and supervision. Our
regulators monitor our financial condition on a periodic basis
and may impose limitations on our operations and business
activities under various circumstances. Our subsidiaries are
required to submit reports regularly regarding their capital
position. Because of these net capital requirements, our
subsidiaries may need approval of our regulators to pay
dividends. In the event our regulators withheld their consent to
our payment of interest on the debentures, we would exercise our
right to defer interest payments on the debentures, and the
trust would not have funds available to make distributions on
the preferred securities during the deferral period. This action
by our regulators may or may not be taken in conjunction with
similar restrictions on the ability of our subsidiaries to pay
dividends to us. See &#147;&#151;&nbsp;To the extent we must
rely on dividends from our wholly-owned subsidiaries to make
interest payments on the debentures to the trust, our available
cash flow may be restricted and distributions may be
deferred&#148; on page&nbsp;10. The commencement of a deferral
period with respect to interest on the debentures and,
accordingly, distributions on the preferred securities, would
likely cause the market price of the preferred securities to
decline. See &#147;&#151;&nbsp;We may defer interest payments on
the debentures for substantial periods, which could have adverse
consequences for you&#148; on page&nbsp;11.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">We have made only limited covenants in the
	indenture and the trust agreement, which may not protect your
	investment in the event we experience significant adverse
	changes in our financial condition or results of
	operations.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The indenture governing the debentures and the
trust agreement governing the trust do not require us to
maintain any financial ratios or specified levels of net worth,
revenues, income, cash flow or liquidity, and therefore do not
protect holders of the debentures or the preferred securities in
the event we experience significant adverse changes in our
financial condition or results of operations. The indenture
prevents us and any subsidiary from incurring, in connection
with the issuance of any trust preferred securities or any
similar securities, indebtedness that is senior in right of
payment to the debentures. The
</FONT>

<P align="center"><FONT size="2">11
</FONT>
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<DIV align="left">
<FONT size="2">indenture limits our ability and the ability of
any subsidiary to incur, in connection with the issuance of any
trust preferred securities or any similar securities,
indebtedness that is equal in right of payment with the
debentures. Except as described above, neither the indenture nor
the trust agreement limits our ability or the ability of any
subsidiary to incur additional indebtedness that is senior in
right of payment to the debentures. Therefore, you should not
consider the provisions of these governing instruments as a
significant factor in evaluating whether we will be able to
comply with our obligations under the debentures or the
guarantee.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">In the event we redeem the debentures
	before June&nbsp;30, 2032, you may not be able to reinvest your
	principal at the same or a higher rate of return.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the following circumstances, we may redeem
the debentures before their stated maturity:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">We may redeem the debentures, in whole or in
	part, at any time on or after June&nbsp;30, 2007.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">We may redeem the debentures in whole, but not in
	part, within 180&nbsp;days after certain occurrences at any time
	during the life of the trust. These occurrences may include
	adverse tax or investment company developments. See
	&#147;Description of the Debentures&nbsp;&#151; Redemption&#148;
	on page&nbsp;41.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">You should assume that we will exercise our
redemption option if we are able to obtain capital at a lower
cost than we must pay on the debentures or if it is otherwise in
our interest to redeem the debentures. If the debentures are
redeemed, the trust must redeem preferred securities having an
aggregate liquidation amount equal to the aggregate principal
amount of debentures redeemed, and you may be required to
reinvest your principal at a time when you may not be able to
earn a return that is as high as you were earning on the
preferred securities.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">We can distribute the debentures to you,
	which may have adverse tax consequences for you and which may
	adversely affect the market price of the preferred securities
	prior to such distribution.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust may be dissolved at any time before
maturity of the debentures on June&nbsp;30, 2032. As a result,
and subject to the terms of the trust agreement, the trustees
may distribute the debentures to you.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We cannot predict the market prices for the
debentures that may be distributed in exchange for preferred
securities upon liquidation of the trust. The preferred
securities, or the debentures that you may receive if the trust
is liquidated, may trade at a discount to the price that you
paid to purchase the preferred securities. Because you may
receive debentures, your investment decision with regard to the
preferred securities will also be an investment decision with
regard to the debentures. You should carefully review all of the
information contained in this prospectus regarding the
debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under current interpretations of United States
federal income tax laws supporting classification of the trust
as a grantor trust for tax purposes, a distribution of the
debentures to you upon the dissolution of the trust would not be
a taxable event to you. Nevertheless, if the trust is classified
for United States federal income tax purposes as an association
taxable as a corporation at the time it is dissolved, the
distribution of the debentures would be a taxable event to you.
In addition, if there is a change in law, a distribution of
debentures upon the dissolution of the trust could be a taxable
event to you.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">You are subject to repayment risk because
	possible tax law changes could result in a redemption of the
	trust preferred securities.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Future legislation may be enacted that could
adversely affect our ability to deduct our interest payments on
the debentures for federal income tax purposes, making
redemption of the debentures likely and resulting in a
redemption of the trust preferred securities. From time to time,
Congress has proposed federal income tax law changes that would,
among other things, generally deny interest deductions to a
corporate issuer if the debt instrument is not reflected as
indebtedness on the issuer&#146;s consolidated balance sheet.
Specifically, on January&nbsp;24, 2002, Congressman Rangel
introduced a bill to amend the Internal Revenue Code of 1986
generally to prohibit the deduction for interest by any
corporation which is required to file an annual report with
certified financial statements with the Securities and Exchange
Commission for any indebtedness of such corporation if such
indebtedness is not shown in the corporation&#146;s annual
report as part of its total liabilities.
</FONT>

<P align="center"><FONT size="2">12
</FONT>
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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Although it is impossible to predict whether this
recent proposal or future proposals of this nature will be
introduced and enacted with application to already issued and
outstanding securities, in the future we could be precluded from
deducting interest on the debentures in this event. Enactment of
this type of proposal might in turn give rise to a tax event as
described under &#147;Description of the Preferred
Securities&nbsp;&#151; Redemption or Exchange&nbsp;&#151;
Redemption upon a Tax Event or Investment Company Event&#148;
beginning on page&nbsp;29.
</FONT>

<P align="left">
<B><I><FONT size="2">Trading characteristics of the preferred
securities may create adverse tax consequences for
you.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred securities may trade at a price
that does not reflect the value of accrued but unpaid interest
on the underlying debentures. If you dispose of your preferred
securities between record dates for payments on the preferred
securities, this action may have adverse tax consequences for
you. Under these circumstances, you will be required to include
accrued but unpaid interest on the debentures allocable to the
preferred securities through the date of disposition in your
income as ordinary income if you use the accrual method of
accounting or if this interest represents original issue
discount.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If interest on the debentures is included in
income under the original issue discount provisions, you would
add this amount to your adjusted tax basis in the disposed
preferred securities. If your selling price is less than your
adjusted tax basis, which will include all accrued but unpaid
original issue discount interest included in your income, you
could recognize a capital loss which, subject to limited
exceptions, cannot be applied to offset ordinary income for
federal income tax purposes. See &#147;Federal Income Tax
Consequences&#148; beginning on page&nbsp;53 for more
information on possible adverse tax consequences to you.
</FONT>

<P align="left">
<B><I><FONT size="2">There is no current public market for the
preferred securities, and their market price may decline after
you invest.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">There is currently no public market for the
preferred securities. Although we have applied to have the
preferred securities approved for listing on the New&nbsp;York
Stock Exchange, there is no guarantee that an active or liquid
trading market will develop for the preferred securities or that
the preferred securities will continue to be listed for trading
on the New&nbsp;York Stock Exchange. If an active trading market
does not develop, the market price and liquidity of the
preferred securities will be adversely affected. Even if an
active public market does develop, there is no guarantee that
the market price for the preferred securities will equal or
exceed the price you pay for the preferred securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Future trading prices of the preferred securities
may be subject to significant fluctuations in response to
prevailing interest rates, our future operating results and
financial condition, the market for similar securities and
general economic and market conditions. The initial public
offering price of the preferred securities has been set at the
liquidation amount of the preferred securities and may be
greater than the market price following the offering.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The market price for the preferred securities, or
the debentures that you may receive in a distribution, is also
likely to decline during any period that we are deferring
interest payments on the debentures.
</FONT>

<P align="left">
<B><I><FONT size="2">You must rely on the property trustee to
enforce your rights if there is an event of default under the
indenture.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">You may not be able to directly enforce your
rights against us if an event of default under the indenture
occurs. If an event of default under the indenture occurs and is
continuing, this event will also be an event of default under
the trust agreement. In that case, you must rely on the
enforcement by the property trustee of its rights as holder of
the debentures against us. The holders of a majority in
liquidation amount of the preferred securities will have the
right to direct the property trustee to enforce its rights. If
the property trustee does not enforce its rights following an
event of default and a request by the record holders to do so,
any record holder may, to the extent permitted by applicable
law, take action directly against us to enforce the property
trustee&#146;s rights. If an event of default occurs under the
trust agreement that is attributable to our failure to pay
interest or principal on the debentures, or if we default under
the
</FONT>

<P align="center"><FONT size="2">13
</FONT>
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<DIV align="left">
<FONT size="2">guarantee, you may proceed directly against us.
You will not be able to exercise directly any other remedies
available to the holders of the debentures unless the property
trustee fails to do so.
</FONT>
</DIV>

<P align="left">
<B><I><FONT size="2">As a holder of preferred securities you
have limited voting rights, and we can amend the trust agreement
to change the terms and conditions of the administration,
operation and management of the trust without your
consent.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of preferred securities have limited
voting rights. We can, without your consent, make certain
amendments to the trust agreement. Your voting rights pertain
primarily to certain amendments to the trust agreement and not
to the administration, operation or management of the trust. In
general, only we can replace or remove any of the trustees.
However, if an event of default under the trust agreement occurs
and is continuing, the holders of at least a majority in
aggregate liquidation amount of the preferred securities may
replace the property trustee and the Delaware trustee. In
certain circumstances, with the consent of the holders of a
majority in the aggregate liquidation amount of the preferred
securities, we may amend the trust agreement to ensure that the
trust remains classified for federal income tax purposes as a
grantor trust and to ensure that the trust retains its exemption
from status as an &#147;investment company&#148; under the
Investment Company Act, even if such amendment adversely affects
your rights as a holder of preferred securities. For more
information regarding limitation on your ability to control
amendments to the trust agreement, see &#147;Description of the
Preferred Securities&nbsp;&#151; Voting Rights; Amendment of
Trust Agreement&#148; beginning on page&nbsp;35.
</FONT>

<P align="left">
<B><FONT size="2">Risk Factors Relating to Stifel
Financial</FONT></B>

<P align="left">
<B><I><FONT size="2">We are directly affected by fluctuations in
the trading volume and price levels of securities, national and
international economic and political conditions, and broad
trends in business and finance.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a brokerage and investment banking firm, our
business depends heavily on conditions in the financial markets
and on economic conditions generally, both domestically and
abroad. Many factors outside our control may directly affect the
securities business, in many cases in an adverse manner. These
include:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">economic and political conditions,
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">broad trends in business and finance,
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">legislation and regulation affecting the national
	and international business and financial communities,
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">currency values,
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">inflation,
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">market conditions,
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the availability and cost of short-term or
	long-term funding and capital,
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the credit capacity or perceived credit
	worthiness of the securities industry in the market place, and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the level and volatility of interest rates.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><I><FONT size="2">A downturn in the U.S. securities market
could adversely affect our business in many ways.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Over the past several years, the stock markets in
the United States achieved record or near record levels,
generating substantial revenue for firms in the securities
industry. However, this favorable business environment began to
erode in early 2000 as all major stock indices declined and
volatility increased during 2001. This volatility decreased
transaction volumes industry-wide and many brokerage and
investment banking firms experienced a significant slowdown in
business in 2001. In particular, we experienced a significant
reduction in revenues from our Private Client Group. Continued
volatility or
</FONT>

<P align="center"><FONT size="2">14
</FONT>

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<DIV align="left">
<FONT size="2">instability in the financial markets could
significantly harm our business for many reasons, including
those described below.
</FONT>
</DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<B><I><FONT size="2">Because a significant portion of our
	revenue is derived from commissions, margin interest revenue,
	principal transactions and investment banking fees, a decline in
	stock prices, trading volumes or liquidity could significantly
	harm our profitability in the following ways:</FONT></I></B></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the volume of trades we would execute for our
	clients may decrease;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our customer margin balances may decrease which
	would result in lower net interest income;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the number and size of transactions for which we
	provide underwriting and merger and acquisition advisory
	services may decline;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the value of the securities we hold in inventory
	as assets, which we often purchase in connection with market
	making and underwriting activities, may decline. In particular,
	a sizable portion of our inventory is comprised of fixed-income
	securities which are sensitive to interest rates. As interest
	rates rise or fall, there is a corresponding increase or
	decrease in the values of our assets;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the value of the securities we hold as
	investments acquired directly through our subsidiaries may
	decline. In particular, those investments in venture capital and
	start-up type companies, which by their nature are subject to a
	high degree of volatility, may be susceptible to significant
	fluctuations;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">because our Equity Capital Markets business is
	significantly concentrated in the financial services sector, our
	financial results may be adversely affected if future
	legislative, regulatory or other developments in the banking
	industry cause a decline in the number of public offerings,
	private placements and other capital raising efforts, including
	the issuance of trust preferred securities, by financial
	institutions, or if there is a significant slowdown in financial
	institution mergers and acquisition activity; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our financial results may be adversely affected
	by the fixed amortization costs incurred by us in connection
	with the upfront loans we offer to investment executives.
	</FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<B><I><FONT size="2">To the extent our clients, or
	counterparties in transactions with us, are more likely to
	suffer financial setbacks in a volatile stock market
	environment, our risk of loss during these periods would
	increase.</FONT></I></B></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<FONT size="2">Declines in the market value of securities can
	result in the failure of buyers and sellers of securities to
	fulfill their settlement obligations, and in the failure of our
	clients to fulfill their credit obligations. During market
	downturns, counterparties to us in securities transactions may
	be less likely to complete transactions. Also, we often permit
	our clients to purchase securities on margin or, in other words,
	to borrow a portion of the purchase price from us and
	collateralize the loan with a set percentage of the securities.
	During steep declines in securities prices, the value of the
	collateral securing margin purchases may drop below the amount
	of the purchaser&#146;s indebtedness. If the clients are unable
	to provide additional collateral for these loans, we may lose
	money on these margin transactions. In addition, particularly
	during market downturns, we may face additional expense
	defending or pursuing claims or litigation related to
	counterparty or client defaults.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><I><FONT size="2">We face intense competition in our
industry.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our business will suffer if we do not compete
successfully. All aspects of our business and of the securities
industry in general are intensely competitive. We expect
competition to continue and intensify in the future.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<B><I><FONT size="2">Because many of our competitors have
	greater resources and offer more services than we do, increased
	competition could have a material and adverse effect on our
	profitability.</FONT></I></B></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<FONT size="2">We compete directly with national and regional
	full-service broker-dealers and investment banking firms, and to
	a lesser extent with discount brokers and dealers, investment
	advisors and
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">15
</FONT>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">
	<FONT size="2">commercial banks. We also compete indirectly for
	investment assets with insurance companies, hedge funds and
	others.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<FONT size="2">Although we believe we have competitive
	advantages, such as the qualifications and experience of our
	professional staff, our reputation in the marketplace and our
	existing client relationships, a number of our competitors have
	significantly greater capital and financial resources than we
	do. The financial services industry has recently undergone
	significant consolidation which has further concentrated equity
	capital and other financial resources in the industry and
	further increased competition. Many of our competitors use their
	significantly greater financial capital and scope of operations
	to offer their customers more products and services, broader
	research capabilities, access to international markets and other
	products and services not currently offered by us. These and
	other competitive pressures may adversely affect our competitive
	position and, as a result, our operations and financial
	condition.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<B><I><FONT size="2">We face competition from new entrants into
	the market and increased use of alternative sales channels by
	other firms.</FONT></I></B></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<FONT size="2">Domestic commercial banks and investment banking
	boutique firms have entered the broker-dealer business, and
	large international banks have begun serving our markets as
	well. Recently enacted legislative and regulatory initiatives
	intended to ease restrictions on the sale of securities and
	underwriting activities by commercial banks are already
	beginning to increase competition. This increased competition
	could cause our business to suffer.
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<FONT size="2">The industry of electronic and/or discount
	brokerage services is also rapidly developing. Increased
	competition from firms using new technology to deliver these
	products and services may materially and adversely affect our
	operating results and financial position. Competitors offering
	Internet-based or other electronic brokerage services may have
	lower costs and offer their customers more attractive pricing
	and more convenient services than we do. In addition, we
	anticipate additional competition from underwriters who conduct
	offerings of securities through electronic distribution
	channels, bypassing financial intermediaries such as us
	altogether.
	</FONT></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">We are subject to an increased risk of
	legal proceedings, which may result in significant losses to us
	that we cannot recover. Claimants in these proceedings may be
	customers, employees or regulatory agencies, among others,
	seeking damages for mistakes, errors, negligence or acts of
	fraud by our employees.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Many aspects of our business subject us to
substantial risks of potential liability to customers and to
regulatory enforcement proceedings by state and federal
regulators. Participants in the securities industry face an
increasing amount of litigation and arbitration proceedings.
Dissatisfied clients regularly make claims against securities
firms and their brokers for among others, negligence, fraud,
unauthorized trading, suitability, churning, failure to
supervise, breach of fiduciary duty, employee errors,
intentional misconduct, unauthorized transactions by investment
executives or traders, improper recruiting activity and failures
in the processing of securities transactions. These types of
claims expose us to the risk of significant loss. Acts of fraud
are difficult to detect and deter, and we cannot assure
investors that our risk management procedures and controls will
prevent losses from fraudulent activity. In addition, in our
role as underwriter and selling agent we may be liable if there
are material misstatements or omissions of material information
in prospectuses and other communications regarding underwritten
offerings of securities. At any point in time, the aggregate
amount of existing claims against us could be material. While we
do not expect the outcome of any existing claims against us to
have a material adverse impact on our business, financial
condition or results of operations, we cannot assure you that
these types of proceedings will not materially and adversely
affect us. We do not carry insurance that would cover payments
regarding these liabilities with the exception of fidelity
coverage with respect to fraudulent acts of our employees. In
addition, our bylaws provides for the indemnification of our
officers, directors and employees to the maximum extent
permitted under Delaware law. We are now and in the future may
be the subject of indemnification assertions under these
documents by our officers, directors or employees who have or
may become defendants in litigation. These claims for
indemnification may subject us to substantial risks of potential
liability.
</FONT>

<P align="center"><FONT size="2">16
</FONT>
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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition to the foregoing financial costs and
risks associated with potential liability, the defense of
litigation has increased costs associated with attorneys&#146;
fees. The amount of outside attorneys&#146; fees incurred in
connection with the defense of litigation could be substantial
and might materially and adversely affect our results of
operations for any reporting period. Securities class action
litigation in particular is highly complex and can extend for a
protracted period of time, thereby substantially increasing the
costs incurred to resolve the litigation.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">We depend on our ability to attract and
	retain key personnel. Our business is a service business that
	depends heavily on highly-skilled personnel and the
	relationships they form with clients.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our business, as a service business, relies
heavily upon our highly-skilled and often highly-specialized
employees and executive officers. The unexpected loss of
services of any of these key employees and executive officers,
particularly Ronald&nbsp;J. Kruszewski, our chairman of the
board, president and chief executive officer, or the inability
to recruit and retain highly qualified personnel in the future,
could have an adverse effect on our business and results of
operations.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We generally do not enter into written employment
agreements with our employees, and our employees can stop
working with us at any time. Investment executives typically
take their clients with them when they leave to work for a
competitor of ours. From time to time, in addition to investment
executives, we have lost equity research, investment banking,
public finance, and institutional sales and trading
professionals to our competitors and some have taken clients
away from us.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">We cannot assure you that we will
	successfully retain our key personnel or attract, assimilate or
	retain other highly qualified personnel in the future, and our
	failure to do so could materially and adversely affect our
	business, financial condition and operating
	results.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Competition for personnel within the financial
services industry is intense. The cost of retaining skilled
professionals in the financial services industry has escalated
considerably as competition for these professionals has
intensified. Employers in the industry are increasingly offering
guaranteed contracts, upfront payments and increased
compensation. These can be important factors in an
employee&#146;s decision to leave us. As competition for skilled
professionals in the industry increases, we may have to devote
more significant resources to attracting and retaining qualified
personnel.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Moreover, companies in our industry whose
employees accept positions with competitors frequently claim
that those competitors have engaged in unfair hiring practices.
We are currently subject to several such claims, and may be
subject to additional claims in the future, as we seek to hire
qualified personnel, some of whom may currently be working for
our competitors. Some of these claims may result in material
litigation. We could incur substantial costs in defending
ourselves against these claims, regardless of their merits. Such
claims could also discourage potential employees who currently
work for our competitors from joining us.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">Continued growth may strain our
	resources.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">One of our strategies is to grow through the
recruitment of investment executives and, to a lesser extent,
possible future acquisitions. The growth of our business and
expansion of our client base has and will continue to strain our
management and administrative resources. It will also require
increased investment in management personnel and financial,
administrative and communication systems. Unless offset by a
growth of revenues, the costs associated with these investments
will reduce our operating margins. We cannot assure investors
that we will be able to manage or continue to manage our recent
or future growth successfully. The inability to do so could have
a material adverse effect on our business, financial condition
and operating results.
</FONT>

<P align="center"><FONT size="2">17
</FONT>
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<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">Terrorist attacks have contributed to
	economic instability in the United States; continued terrorist
	attacks, war or other civil disturbances could lead to further
	economic instability and adversely affect investor
	confidence.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The events of September&nbsp;11, 2001 in New York
City, Washington, D.C. and in the vicinity of Pittsburgh,
Pennsylvania and the subsequent four-day closure of the major
financial markets in the U.S. exacerbated already difficult
conditions in the securities industry and the economy generally.
The market has been beset with volatility and uncertainty in
light of the impact of the terrorist attacks on the financial
markets and the resultant adverse effect on consumer confidence,
as well as escalating tensions in the Middle East, recessionary
economic conditions, the Federal Reserve Board&#146;s interest
rate reductions and the war in Afghanistan. The full impact of
these events on the financial markets is not yet known, but
could include, among other things, increased volatility in the
prices of securities, including the preferred securities. We are
unable to predict whether the future effects of the terrorist
attacks, the ensuing U.S. military and other responsive actions
and the threat of similar future events or responses to such
events will result in long-term commercial disruptions or will
have a long-term adverse effect on the financial markets, as
well as our business, results of operations or financial
condition.
</FONT>

<P align="left">
<B><I><FONT size="2">We continually encounter technological
change, and we may have fewer resources than many of our
competitors to continue to invest in technological
improvements.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The brokerage and investment banking industry
continues to undergo technological change, with periodic
introductions of new technology-driven products and services. In
addition to better serving clients, the effective use of
technology increases efficiency and enables firms to reduce
costs. Our future success will depend, in part, upon our ability
to address the needs of our clients by using technology to
provide products and services that will satisfy their demands
for convenience, as well as to create additional efficiencies in
our operations. Many of our competitors have substantially
greater resources to invest in technological improvements. We
cannot assure you that we will be able to effectively implement
new technology-driven products and services or be successful in
marketing these products and services to our clients.
</FONT>

<P align="left">
<B><I><FONT size="2">We rely upon third parties to provide
critical functions.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our trade processing software is operated by a
third party vendor under an agreement whereby they provide us
turn-key maintenance and operation of mainframe computers and
servers that operate the software. Likewise, we contract with
another vendor affiliated with our trade processing software
vendor to operate our market data servers which constantly
broadcast news, quotes, analytics and other important
information to the desktop computers of our investment
executives. We contract with other vendors to produce, batch and
mail our confirmations and customer reports. As our business
grows, we cannot be assured that the technology and services we
require from third parties will be available. A third party
contractor&#146;s inability to meet our needs could cause us to
be unable to timely and accurately process our clients&#146;
transactions or maintain complete and accurate records of such
transactions.
</FONT>

<P align="left">
<B><I><FONT size="2">We depend heavily on our communications and
information systems, which are vulnerable to systems
failures.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our business is highly dependent on
communications and information systems. Any failure or
interruption of our systems could cause delays in our securities
trading activities, which could significantly harm our operating
results. We cannot assure you that we will not suffer any of
these systems failures or interruptions from power or
telecommunication failures, natural disasters, or that our
back-up procedures and capabilities in the event of any such
failure or interruption will be adequate.
</FONT>

<P align="center"><FONT size="2">18
</FONT>

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<P align="left">
<B><I><FONT size="2">Localized conditions in the Midwest region
of the United States, or to a lesser extent the Rocky Mountain
region, may adversely affect our business.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our revenue is derived largely from customers who
are and have historically been concentrated in the Midwest
region of the United States and, to a lesser extent, the Rocky
Mountain region. Because of this concentration, we are dependent
on market conditions in these regions. A significant downturn in
the economy in any of these regions could materially and
adversely affect our underwriting and brokerage businesses
located there.
</FONT>

<P align="left">
<B><I><FONT size="2">Lack of sufficient liquidity could impair
our business and financial condition.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Liquidity is essential to our business. If we
have insufficient liquid assets, we will be forced to curtail
our operations and our business will suffer. The principal
sources of our liquidity are our assets, consisting mainly of
cash or assets readily convertible into cash. These assets are
financed primarily by our equity capital, client credit
balances, short-term bank loans, proceeds from securities
lending, long-term notes payable, and other payables. We
currently finance our client accounts and firm trading positions
through ordinary course borrowings at floating interest rates
from various banks on a demand basis with company-owned and
client securities pledged as collateral. Changes in securities
market volumes, related client borrowing demands, underwriting
activity, and levels of securities inventory affect the amount
of our financing requirements.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our liquidity requirements may change in the
event we need to raise more funds than anticipated to increase
inventory positions, support more rapid expansion, develop new
or enhanced services and products, acquire technologies or
respond to other unanticipated liquidity requirements. Stifel
Nicolaus generates substantially all of our revenue. We rely
exclusively on financing activities and distributions from our
subsidiaries for funds to pay dividends, implement our business
and growth strategies and repurchase shares. Net capital rules,
restrictions under our long-term debt or the borrowing
arrangements of our subsidiaries, as well as the earnings,
financial condition and cash requirements of our subsidiaries
may each limit distributions to us from our subsidiaries.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the event existing internal and external
financial resources do not satisfy our needs, we may have to
seek additional outside financing. The availability of outside
financing will depend on a variety of factors such as market
conditions, the general availability of credit, the volume of
trading activities, the overall availability of credit to the
financial services industry, credit ratings and credit capacity,
as well as our specific financial position. We cannot assure
investors that our internal sources of liquidity will prove
sufficient, or if they prove insufficient, that we will be able
to successfully obtain outside financing on favorable terms, or
at all.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">We are subject to increasing governmental
	and organizational regulation.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our business, and the securities industry
generally, is subject to extensive regulation at both the
federal and state levels. In addition, self-regulatory
organizations, such as the New York Stock Exchange and the
National Association of Securities Dealers, require compliance
with their extensive rules and regulations. Among other things,
these regulatory authorities impose restrictions on sales
methods, trading practices, use and safekeeping of customer
funds and securities, record keeping and the conduct of
principals and employees. The extensive regulatory framework
applicable to broker-dealers, the purpose of which is to protect
customers and the integrity of the securities markets, imposes
significant compliance burdens and attendant costs on us. The
regulatory bodies that administer these rules do not attempt to
protect the interests of our security holders as such, but
rather the public and markets generally. Failure to comply with
any of the laws, rules or regulations of any independent, state
or federal regulatory authority could result in a fine,
injunction, suspension or expulsion from the industry, which
could materially and adversely impact us. Furthermore,
amendments to existing state or federal statutes, rules and
regulations or the adoption of new statutes, rules and
regulations could require us to alter our methods of operation
at costs which could be substantial. In particular, the recent
bankruptcy filing by Enron Corporation, and related matters, may
increase the level of regulatory and governmental oversight of
financial markets and
</FONT>

<P align="center"><FONT size="2">19
</FONT>

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<DIV align="left">
<FONT size="2">market participants, and the potential effect on
us of possible regulatory or legislative initiatives is
difficult to predict. Certain of such initiatives include
proposals to separate persons or entities providing securities
research and analysis from investment banks. The enactment of
such a proposal would potentially adversely affect the revenues
and profits of investment banks generally, including the
Financial Institutions Group of our Equity Capital Markets
business segment. In addition, our ability to comply with laws,
rules and regulations is highly dependent upon our ability to
maintain a compliance system which is capable of evolving with
increasingly complex and changing requirements. Moreover, one of
our subsidiaries, Century Securities, gives rise to a higher
risk of noncompliance because of the nature of the independent
contractor relationships involved.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD>
	<B><I><FONT size="2">We are subject to net capital requirements;
	failure to comply with these rules would significantly harm our
	business.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The SEC requires broker-dealers to maintain
adequate regulatory capital in relation to their liabilities and
the size of their customer business. These rules require
broker-dealers to maintain a substantial portion of their assets
in cash or highly liquid investments. Failure to maintain the
required net capital may subject a firm to limitation of its
activities, including suspension or revocation of its
registration by the SEC and suspension or expulsion by the
National Association of Securities Dealers, the New York Stock
Exchange and other regulatory bodies, and ultimately may require
its liquidation. These rules affect each of our broker-dealer
subsidiaries. Failure to comply with the net capital rules could
have material and adverse consequences such as:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">limiting our operations that require intensive
	use of capital, such as underwriting or trading activities; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">restricting us from withdrawing capital from our
	subsidiaries, even where our broker-dealer subsidiaries have
	more than the minimum amount of required capital. This, in turn,
	could limit our ability to pay dividends, implement our business
	and growth strategies, pay interest on and repay the principal
	of our debt and/or repurchase shares.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, a change in the net capital rules or
the imposition of new rules affecting the scope, coverage,
calculation or amount of net capital requirements, or a
significant operating loss or any large charge against net
capital, could have similar adverse effects.
</FONT>

<P align="left">
<B><I><FONT size="2">Our risk management policies and procedures
may leave us exposed to unidentified or unanticipated
risk.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Although we have developed risk management
procedures and policies to identify, monitor and manage risks,
we cannot assure investors that our procedures will be fully
effective. Our risk management methods may not effectively
predict the risks we will face in the future, which may be
different in nature or magnitude than past experiences. In
addition, some of our risk management methods are based on an
evaluation of information regarding markets, clients and other
matters provided by third parties. This information may not be
accurate, complete, up-to-date or properly evaluated, and our
risk management procedures may be correspondingly flawed.
Management of operational, legal and regulatory risk requires,
among other things, policies and procedures to record properly
and verify a large number of transactions and events, and we
cannot assure investors that our policies and procedures will be
fully effective.
</FONT>

<P align="center"><FONT size="2">20
</FONT>
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<P align="center">
<B><FONT size="2">SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We make certain forward-looking statements in
this prospectus that are based upon our current expectations and
projections about current events. We intend these
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and we are
including this statement for purposes of these safe harbor
provisions. You can identify these statements from our use of
the words &#147;may,&#148; &#147;will,&#148; &#147;should,&#148;
&#147;could,&#148; &#147;would,&#148; &#147;plan,&#148;
&#147;potential,&#148; &#147;estimate,&#148;
&#147;project,&#148; &#147;believe,&#148; &#147;intend,&#148;
&#147;anticipate,&#148; &#147;expect&#148; and similar
expressions. These forward-looking statements include statements
relating to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our goals, intentions and expectations;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our business plans and growth strategies; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">estimates of our risks and future costs and
	benefits.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">These forward-looking statements are subject to
significant risks, assumptions and uncertainties, including,
among other things, changes in general economic and business
conditions and the risks and other factors set forth in
&#147;Risk Factors&nbsp;&#151; Risk Factors Relating to Stifel
Financial&#148; beginning on page&nbsp;14.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Because of these and other uncertainties, our
actual future results may be materially different from the
results indicated by these forward-looking statements. In
addition, our past results of operations do not necessarily
indicate our future results. You should not place undue reliance
on any forward-looking statements, which speak only as of the
date they were made. We will not update these forward-looking
statements, even though our situation may change in the future,
unless we are obligated to do so under federal securities laws.
We qualify all of our forward-looking statements by these
cautionary statements.
</FONT>

<P align="center">
<B><FONT size="2">USE OF PROCEEDS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust will invest all of the proceeds from
the sale of the preferred securities in the debentures. We
anticipate that the net proceeds from the sale of the debentures
will be approximately $23.7&nbsp;million after deduction of
offering expenses, estimated to be $275,000, and underwriting
commissions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We expect to use all of the net proceeds from
this offering to repay short-term borrowings from banks and
brokers and dealers. At March&nbsp;15, 2002, we had
approximately $43.0&nbsp;million of short-term borrowings
outstanding under arrangements with banks, and approximately
$171.9&nbsp;million of short-term borrowings payable to brokers
and dealers. We borrow from banks on a demand basis in the
normal course of business to facilitate customer and firm
borrowings. We use firm borrowings to finance securities trades.
Amounts outstanding under these arrangements are collateralized
by securities owned by us or by our customers. Interest is
payable on amounts outstanding at floating rates that are
indexed to the Fed Funds rate. At March&nbsp;15, 2002, our
weighted average interest rate on these borrowings approximated
1.78%.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of the repayment of short-term
borrowings, we expect to utilize cash flows from operations and
other sources to support continued growth of our existing
subsidiaries, for general corporate purposes, to repurchase
shares of our common stock and to finance further expansion and
potential acquisitions. We have no agreements or commitments and
are not currently engaged in any negotiations with respect to
any such acquisitions.
</FONT>

<P align="center">
<B><FONT size="2">ACCOUNTING TREATMENT</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust will be treated, for financial
reporting purposes, as our finance subsidiary and, accordingly,
the accounts of the trust will be included in our consolidated
financial statements. The preferred securities will be presented
as a liability in our consolidated balance sheet under the
caption &#147;Trust preferred securities,&#148; or other similar
caption. In addition, appropriate disclosures about the
preferred securities, the guarantee and the debentures will be
included in the notes to our consolidated financial statements.
For financial reporting purposes, we will record distributions
payable on the preferred securities in our consolidated
statements of income.
</FONT>

<P align="center"><FONT size="2">21
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our future reports filed under the Securities
Exchange Act of 1934 will include a footnote to the audited
consolidated financial statements stating that:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the trust is wholly-owned;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the sole assets of the trust are the debentures,
	specifying the debentures&#146; outstanding principal amount,
	interest rate and maturity date; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our obligations described in this prospectus, in
	the aggregate, constitute a full, irrevocable and unconditional
	guarantee on a subordinated basis by us of the obligations of
	the trust under the preferred securities.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under accounting rules of the SEC, we are not
required to include separate financial statements of the trust
in this prospectus because we will own all of the trust&#146;s
voting securities, the trust has no independent operations and
we guarantee the payments on the preferred securities to the
extent described in the prospectus.
</FONT>

<P align="center">
<B><FONT size="2">MARKET FOR THE PREFERRED SECURITIES</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will apply to list the preferred securities on
the New York Stock Exchange. We can give no assurance that an
active and liquid trading market will develop or, if developed,
that such a market will continue. The offering price and
distribution rate have been determined by negotiations among us
and representatives of the underwriters, and the offering price
of the preferred securities may not be indicative of the market
price following the offering. See &#147;Underwriting&#148;
beginning on page&nbsp;58.
</FONT>

<P align="center"><FONT size="2">22
</FONT>
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<P align="center">
<B><FONT size="2">CAPITALIZATION</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table sets forth our indebtedness
and capitalization at December&nbsp;31, 2001:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">on an actual basis; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">on an as adjusted basis to give effect to the
	offering, assuming no exercise of the underwriters&#146;
	over-allotment option, and the application of the estimated net
	proceeds from the corresponding sale of the debentures, as
	described on page&nbsp;21 under &#147;Use of Proceeds,&#148; as
	if such sale had been consummated on December&nbsp;31, 2001.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This data should be read in conjunction with our
consolidated financial statements and the related notes
incorporated by reference into this prospectus from our Annual
Report on Form&nbsp;10-K for the year ended December&nbsp;31,
2001.
</FONT>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="65%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="7"></TD>
</TR>

<TR>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><B><FONT size="1">As of December 31, 2001</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Actual</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">As Adjusted</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="7"></TD>
</TR>

<TR>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="6" align="center" nowrap><B><FONT size="1">(in thousands)</FONT></B></TD><TD></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Short-Term Debt:</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Short-term borrowings from banks and
	broker-dealers
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">210,822</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">187,097</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Long-Term Debt:</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Long-term debt
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Long-term debt&nbsp;&#151; trust preferred
	securities(1)
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">25,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total long-term debt
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">35,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="3" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Stockholders&#146; Equity:</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Preferred stock&nbsp;&#151; $1 par value;
	authorized 3,000,000&nbsp;shares; none issued
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Common stock&nbsp;&#151; $0.15 par value;
	authorized 30,000,000&nbsp;shares; issued 7,675,781
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1,152</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1,152</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Additional paid-in capital
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">49,595</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">49,595</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Retained earnings
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">33,929</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">33,929</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
	<TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">84,676</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">84,676</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Less treasury stock, at cost&nbsp;&#151; 357,962
	shares
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,628</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,628</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Less unearned employee stock ownership plan shares
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,397</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,397</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Less unamortized expense of restricted stock
	awards, at cost
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">29</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">29</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total stockholders&#146; equity
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">78,622</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">78,622</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total capitalization
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">88,622</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">113,622</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>

<P align="left">
<FONT size="2">(1)&nbsp;Reflects the preferred securities at
their issue price. As described herein, the only assets of the
trust, which is our subsidiary, will be approximately
$25&nbsp;million in aggregate principal amount of junior
subordinated debentures, including the amount attributable to
the issuance of common securities of the trust, which will
mature on June&nbsp;30, 2032. We will own all of the common
securities issued by the trust.
</FONT>

<P align="center"><FONT size="2">23
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "MANAGEMENT" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="center">
<B><FONT size="2">MANAGEMENT</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our directors and executive officers and their
principal position(s) with us are shown in the table below.
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="43%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="47%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">Positions Or Offices</FONT></B></TD>
</TR>

<TR>
	<TD align="center" nowrap><B><FONT size="1">Name</FONT></B></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Age</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD align="center" nowrap><B><FONT size="1">With The Company And Stifel Nicolaus</FONT></B></TD>
</TR>

<TR>
	<TD align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Ronald J. Kruszewski
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">43</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Chairman of the Board of Directors, President and
	Chief Executive Officer of Stifel Financial and Stifel Nicolaus
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Scott B. McCuaig
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">52</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Senior Vice President, President of the Private
	Client Group and Director of Stifel Financial and Stifel Nicolaus
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">James M. Zemlyak
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">42</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Senior Vice President, Chief Financial Officer
	and Treasurer of Stifel Financial and Senior Vice President,
	Chief Financial Officer and Director of Stifel Nicolaus
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Walter F. Imhoff
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">70</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Senior Vice President of Stifel Nicolaus;
	Director of Stifel Financial
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Thomas A. Prince
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">52</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Senior Vice President and General Counsel of
	Stifel Financial and General Counsel, Senior Vice President and
	Director of Stifel Nicolaus
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Bruce A. Beda
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">61</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Director
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Charles A. Dill
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">62</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Director
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Richard F. Ford
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">65</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Director
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">John J. Goebel
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">72</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Director
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Robert E. Lefton
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">70</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Director
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">James M. Oates
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">55</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Director
	</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">George H. Walker III
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="top" nowrap><FONT size="2">71</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom">
	<FONT size="2">Chairman Emeritus of the Board of Directors of
	Stifel Financial
	</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Ronald J. Kruszewski</FONT></I><FONT size="2">
has been President and Chief Executive Officer of Stifel
Financial and Stifel Nicolaus since September 1997, and Chairman
of the Board of Directors of Stifel Financial and Stifel
Nicolaus since April 2001. Prior thereto, Mr.&nbsp;Kruszewski
served as Managing Director and Chief Financial Officer of Baird
Financial Corporation and Managing Director of Robert W. Baird
&#38; Co. Incorporated, a securities broker-dealer firm, from
1993 to September 1997. Mr.&nbsp;Kruszewski has been a Director
of Stifel Financial since September 1997.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Scott B. McCuaig</FONT></I><FONT size="2"> has
been Senior Vice President, President of the Private Client
Group of Stifel Financial and Stifel Nicolaus and a member of
the Board of Directors of Stifel Nicolaus since January 1998.
Mr.&nbsp;McCuaig has served as a member of the Board of
Directors of Stifel Financial since April 2001. Prior thereto,
Mr.&nbsp;McCuaig served as Managing Director, head of marketing
and regional sales manager of Robert W. Baird &#38; Co.
Incorporated, from June 1988 to January 1998. Mr.&nbsp;McCuaig
has been a director of Stifel Financial since April 2001.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">James M. Zemlyak</FONT></I><FONT size="2">
joined Stifel Nicolaus in February 1999. He is Senior Vice
President, Chief Financial Officer and Treasurer of Stifel
Financial and Senior Vice President and Chief Financial Officer
of Stifel Nicolaus and a member of the Board of Directors of
Stifel Nicolaus. Prior to joining us, Mr.&nbsp;Zemlyak served as
Managing Director and Chief Financial Officer of Baird Financial
Corporation from 1997 to 1999 and Senior Vice President and
Chief Financial Officer of Robert W. Baird &#38; Co.
Incorporated from 1994 to 1999.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Walter F. Imhoff</FONT></I><FONT size="2"> has
served as Senior Vice President of Stifel Nicolaus and a
Director of Stifel Financial since January&nbsp;12, 2000. Prior
thereto, Mr. Imhoff served as Chairman, President and Chief
</FONT>

<P align="center"><FONT size="2">24
</FONT>
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<DIV align="left">
<FONT size="2">Executive Officer of Hanifen, Imhoff Inc., a
Colorado-based broker-dealer, from 1979 until it was acquired by
Stifel Financial on January&nbsp;12, 2000.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Thomas A. Prince</FONT></I><FONT size="2">
joined Stifel Nicolaus in August 1999. He became Senior Vice
President and General Counsel of Stifel Financial and General
Counsel, Senior Vice President and a Director of Stifel Nicolaus
in July 2000. Prior thereto, he served as Branch Manager of the
Little Rock, Arkansas Private Client Group office of Stifel
Nicolaus. Prior to joining Stifel Nicolaus, Mr. Prince was a
principal in the law firm of Jack, Lyon &#38; Jones, PA in
Little Rock, Arkansas from January 1990 to August 1999.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Bruce A. Beda,</FONT></I><FONT size="2"> a
Director of Stifel Financial since 1997, has been Chief
Executive Officer of Orion Partners, LLC, a private investment
and consulting company, since 1996 and Chief Executive Officer
of Kilburn Capital Management, an asset manager, since 2001.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Charles A. Dill,</FONT></I><FONT size="2"> a
Director of Stifel Financial since 1995, has been a General
Partner of Gateway Associates, a private venture capital fund,
since November 1995. From 1991 to 1995, Mr.&nbsp;Dill was the
President, Chief Executive Officer and a director of Bridge
Information Systems, Inc., a company providing online
information and trading services. Mr.&nbsp;Dill is a director of
Zoltek Companies, Inc., TransAct Technologies Incorporated and
DT Industries, Inc.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Richard F. Ford,</FONT></I><FONT size="2"> a
Director of Stifel Financial since 1994, is a Managing General
Partner of the management companies which act as a General
Partner of Gateway Mid-America Partners, L.P., Gateway Venture
Partners II, L.P., Gateway Venture Partners III, L.P. and
Gateway Partners, L.P., private venture capital funds formed in
1984, 1987, 1990 and 1995, respectively. Mr.&nbsp;Ford is a
director of CompuCom Systems, Inc., D&#38;K Healthcare
Resources, Inc. and TALX Corporation.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">John J. Goebel,</FONT></I><FONT size="2"> a
Director of Stifel Financial since 1987, is Senior Counsel with
the law firm of Bryan Cave LLP. He was a partner with the firm
from 1957 until 1998, former Chairman of its Management
Committee, former Chairman of its Corporate and Business
Department, and former member of its Executive Committee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Robert E. Lefton,
Ph.D.,</FONT></I><FONT size="2"> a Director of Stifel Financial
since 1992, has been President and Chief Executive Officer of
Psychological Associates, Inc., an international training and
consulting firm, since 1958.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">James M. Oates,</FONT></I><FONT size="2"> a
Director of Stifel Financial since 1996, has been Chairman of
IBEX Capital Markets, Inc., a financial service company, since
1996 and he has been Managing Director of The Wydown Group, a
consulting firm that specializes in start-ups, turn-arounds and
defining growth strategies, since 1994. Mr.&nbsp;Oates is a
director of Phoenix Funds, Phoenix Duff &#38; Phelps
Institutional Mutual Funds, Phoenix-Aberdeen Series&nbsp;Fund,
and Chairman of the Board of Emerson Investment Management, Inc.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">George H. Walker III</FONT></I><FONT size="2">
joined Stifel Nicolaus in 1976, became Chief Executive Officer
of Stifel Nicolaus in December 1978 and became Chairman of
Stifel Nicolaus in July 1982. Mr.&nbsp;Walker served as Chairman
of the Board of Stifel Financial from 1981 to 1985 and from 1988
until April 2001 when he became Chairman Emeritus, and until
October&nbsp;26, 1992, Mr.&nbsp;Walker served as our President
and Chief Executive Officer. Mr.&nbsp;Walker is a director of
Western and Southern Life Insurance Company, Laidlaw Corporation
and Macroeconomics Advisers, LLC. Mr.&nbsp;Walker is Chairman of
the Advisory Board of the School of Business and Technology,
Webster University and is a member of Washington
University&#146;s National Council for the Olin School of
Business. He is also Founder and Chairman of the Steering
Committee to bring about &#147;Home Rule&#148; for the City of
St. Louis.
</FONT>

<P align="center"><FONT size="2">25
</FONT>

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<!-- link1 "DESCRIPTION OF THE TRUST" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="center">
<B><FONT size="2">DESCRIPTION OF THE TRUST</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Stifel Financial Capital Trust I is a statutory
business trust formed pursuant to the Delaware Business Trust
Act under a trust agreement executed by us, as depositor, and
the trustees named in the trust agreement. A certificate of
trust has been filed with the Delaware Secretary of State. The
trust agreement will be amended and restated in its entirety in
the form filed as an exhibit to the registration statement of
which this prospectus is a part, as of the date the preferred
securities are initially issued. The trust agreement will be
qualified under the Trust Indenture Act of 1939.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following discussion contains a description
of the material terms of the amended and restated trust
agreement of the trust and is subject to, and is qualified in
its entirety by reference to, the amended and restated trust
agreement and the Trust Indenture Act. We urge prospective
investors to read the form of amended and restated trust
agreement, which is filed as an exhibit to the registration
statement of which this prospectus forms a part.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The holders of the preferred securities issued
pursuant to the offering described in this prospectus will own
all of the issued and outstanding preferred securities of the
trust which have certain prior rights over the other securities
of the trust. We will not initially own any of the preferred
securities. We will acquire common securities in an amount equal
to at least 3% of the total capital of the trust and will
initially own, directly or indirectly, all of the issued and
outstanding common securities. The common securities, together
with the preferred securities, are called the trust securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust exists exclusively for the purposes of:
</FONT>
<P>

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	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

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	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">issuing and selling the preferred securities to
	the public for cash;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">issuing and selling its common securities to us
	in exchange for our capitalization of the trust;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">investing the proceeds from the sale of the trust
	securities in an equivalent amount of debentures; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">engaging in other activities that are incidental
	to those listed above, such as receiving payments on the
	debentures and making distributions to securities holders,
	furnishing notices and other administrative tasks.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust will not have any independent business
operations or any assets, revenues or cash flows other than
those related to the issuance and administration of the trust
securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The rights of the holders of the trust securities
are as set forth in the trust agreement, the Delaware Business
Trust Act and the Trust Indenture Act. The trust agreement does
not permit the trust to borrow money or make any investment
other than in the debentures. Other than with respect to the
trust securities, we have agreed to pay for all debts and
obligations and all costs and expenses of the trust, including
the fees and expenses of the trustees and any income taxes,
duties and other governmental charges, and all costs and
expenses related to these charges, to which the trust may become
subject, except for United States withholding taxes that are
properly withheld.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The number of trustees of the trust will,
pursuant to the trust agreement, initially be five. Three of the
trustees, whom we refer to as the &#147;administrative
trustees,&#148; will be persons who are employees or officers of
or who are affiliated with us. They are the administrative
trustees. The fourth trustee will be an entity that maintains
its principal place of business in the State of Delaware. It is
the Delaware trustee. Initially, Wilmington Trust Company, a
Delaware banking corporation, will act as Delaware trustee. The
fifth trustee, called the property trustee, will initially be
Wilmington Trust Company. The property trustee is the
institutional trustee under the trust agreement and acts as the
indenture trustee called for under the applicable provisions of
the Trust Indenture Act. Also for purposes of compliance with
the Trust Indenture Act, Wilmington Trust Company will act as
guarantee trustee and indenture trustee under the guarantee
agreement and the indenture. See &#147;Description of the
Debentures&#148; beginning on page&nbsp;39 and &#147;Description
of the Guarantee&#148; beginning on page&nbsp;50. We, as holder
of all of the common securities, will have the right to appoint
or remove any trustee unless an event of default under the
indenture has occurred and is
</FONT>

<P align="center"><FONT size="2">26
</FONT>
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<DIV align="left">
<FONT size="2">continuing, in which case only the holders of at
least a majority in aggregate liquidation amount of the
preferred securities may remove the Delaware trustee or the
property trustee. The trust has a term of approximately
31&nbsp;years, but may terminate earlier as provided in the
trust agreement.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The property trustee will hold the debentures for
the benefit of the holders of the trust securities and will have
the power to exercise all rights, powers and privileges under
the indenture as the holder of the debentures. In addition, the
property trustee will maintain exclusive control of a segregated
non-interest-bearing &#147;payment account&#148; established
with Wilmington Trust Company to hold all payments made on the
debentures for the benefit of the holders of the trust
securities. The property trustee will make payments of
distributions and payments on liquidation, redemption and
otherwise to the holders of the trust securities out of funds
from the payment account. The guarantee trustee will hold the
guarantee for the benefit of the holders of the preferred
securities. We will pay all fees and expenses related to the
trust and the offering of the preferred securities, including
the fees and expenses of the trustees.
</FONT>

<!-- link1 "DESCRIPTION OF THE PREFERRED SECURITIES" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="center">
<B><FONT size="2">DESCRIPTION OF THE PREFERRED
SECURITIES</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred securities will be issued pursuant
to the trust agreement. For more information about the trust
agreement, see &#147;Description of the Trust&#148; beginning on
page&nbsp;26. Wilmington Trust Company will act as property
trustee for the preferred securities under the trust agreement
for purposes of complying with the provisions of the Trust
Indenture Act. The terms of the preferred securities will
include those stated in the trust agreement and those made part
of the trust agreement by the Trust Indenture Act.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following discussion contains a description
of the material provisions of the preferred securities and is
subject to, and is qualified in its entirety by reference to,
the trust agreement and the Trust Indenture Act. We urge
prospective investors to read the form of amended and restated
trust agreement, which is filed as an exhibit to the
registration statement of which this prospectus forms a part.
</FONT>

<P align="left">
<B><FONT size="2">General</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust agreement authorizes the administrative
trustees, on behalf of the trust, to issue the trust securities,
which are comprised of 1,000,000 preferred securities to be sold
to the public and 30,928&nbsp;common securities which we will
acquire. In the event the underwriters exercise the
over-allotment option, the trust agreement authorizes the
administrative trustees, on behalf of the trust, to issue an
additional 150,000 preferred securities to the public and
4,640&nbsp;common securities to us. We will own all of the
common securities issued by the trust. The trust is not
permitted to issue any securities other than the trust
securities or to incur any indebtedness.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred securities will represent preferred
undivided beneficial interests in the assets of the trust, and
the holders of the preferred securities will be entitled to a
preference over the common securities upon an event of default
under the indenture with respect to distributions and amounts
payable on redemption or liquidation. The preferred securities
will rank equally, and payments on the preferred securities will
be made proportionally, with the common securities, except as
described under &#147;&#151;&nbsp;Subordination of Common
Securities&#148; beginning on page&nbsp;31.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The property trustee will hold legal title to the
debentures in trust for the benefit of the holders of the trust
securities. We will guarantee the payment of distributions out
of money held by the trust, and payments upon redemption of the
preferred securities or liquidation of the trust, to the extent
described under &#147;Description of the Guarantee&#148;
beginning on page&nbsp;50. The guarantee agreement does not
cover the payment of any distribution or the liquidation amount
when the trust does not have sufficient funds available to make
these payments.
</FONT>

<P align="left">
<B><FONT size="2">Distributions</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Source of
Distributions.</FONT></I><FONT size="2"> The funds of the trust
available for distribution to holders of the preferred
securities will be limited to payments made under the
debentures, which the trust will purchase with the proceeds from
the sale of the trust securities. Distributions will be paid
through the property trustee, which
</FONT>

<P align="center"><FONT size="2">27
</FONT>
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<DIV align="left">
<FONT size="2">will hold the amounts received from our interest
payments on the debentures in the payment account for the
benefit of the holders of the trust securities. If we do not
make interest payments on the debentures, the property trustee
will not have funds available to pay distributions on the
preferred securities.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Payment of Distributions.
</FONT></I><FONT size="2">Distributions on the preferred
securities will be payable at the annual rate
of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
of the $25 stated liquidation amount, payable quarterly on
March&nbsp;31, June&nbsp;30, September&nbsp;30 and
December&nbsp;31 of each year, to the holders of the preferred
securities on the relevant record dates. So long as the
preferred securities are represented by a global security, as
described below, the record date will be the business day
immediately preceding the relevant distribution date. The first
distribution date for the preferred securities will be
June&nbsp;30, 2002.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Distributions will accumulate from the date of
issuance, will be cumulative and will be computed on the basis
of a 360-day year of twelve 30-day months. If the distribution
date is not a business day, then payment of the distributions
will be made on the next day that is a business day, without any
additional interest or other payment for the delay. However, if
the next business day is in the next calendar year, payment of
the distribution will be made on the business day immediately
preceding the scheduled distribution date. When we use the term
&#147;business day,&#148; we mean any day other than a Saturday,
a Sunday, a day on which banking institutions in New York, New
York are authorized or required by law, regulation or executive
order to remain closed or a day on which the corporate trust
office of the property trustee or the indenture trustee is
closed for business.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Extension Period. </FONT></I><FONT size="2">As
long as no event of default under the indenture has occurred and
is continuing, we have the right to defer the payment of
interest on the debentures at any time for a period not
exceeding 20 consecutive quarters. We refer to this period of
deferral as an &#147;extension period.&#148; No extension period
may extend beyond June&nbsp;30, 2032 or end on a date other than
an interest payment date, which dates are the same as the
distribution dates. If we defer the payment of interest,
quarterly distributions on the preferred securities will also be
deferred during any such extension period. Any deferred
distributions under the preferred securities will accumulate
additional amounts at the annual rate
of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%,
compounded quarterly from the relevant distribution date. The
term &#147;distributions&#148; as used in this prospectus
includes those accumulated amounts.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During an extension period, we may not:
</FONT>
<P>

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	<TD width="1%"></TD>
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	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">declare or pay any dividends or distributions on,
	or redeem, purchase, acquire or make a liquidation payment with
	respect to, any of our capital stock, other than stock
	dividends, non-cash dividends in connection with the
	implementation of a stockholder rights plan, purchases of common
	stock in connection with employee benefit plans or in connection
	with the reclassification of any class of our capital stock into
	another class of capital stock, or allow any of our direct or
	indirect subsidiaries to do the same with respect to their
	capital stock, other than the payment of dividends or
	distributions to us or to any of our direct or indirect
	subsidiaries;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">make, or allow any of our direct or indirect
	subsidiaries to make, any payment of principal, interest or
	premium on or repay, repurchase or redeem any debt securities
	that rank equally, or junior to, the debentures;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">make, or allow any of our direct or indirect
	subsidiaries to make, any guarantee payments with respect to any
	guarantee by us of any debt securities if the guarantee ranks
	equally with or junior to the debentures, other than payments
	under the guarantee relating to the preferred securities; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">redeem, purchase or acquire less than all of the
	debentures or any of the preferred securities.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">After the termination of any extension period and
the payment of all amounts due, we may elect to begin a new
extension period, subject to the above requirements.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We do not currently intend to exercise our right
to defer distributions on the preferred securities by deferring
the payment of interest on the debentures.
</FONT>

<P align="center"><FONT size="2">28
</FONT>

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<P align="left">
<B><FONT size="2">Redemption or Exchange</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">General. </FONT></I><FONT size="2">We will
have the right to redeem the debentures:
</FONT>
<P>

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<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">in whole at any time, or in part from time to
	time, on or after June&nbsp;30, 2007;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">at any time, in whole, within 180&nbsp;days
	following the occurrence of a Tax Event or an Investment Company
	Event, which terms we define below; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">at any time, to the extent of any preferred
	securities we repurchase, plus a proportionate amount of the
	common securities we hold.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Mandatory Redemption.
</FONT></I><FONT size="2">Upon our repayment or redemption, in
whole or in part, of any debentures, whether on June&nbsp;30,
2032 or earlier, the property trustee will apply the proceeds to
redeem the same amount of the trust securities, upon not less
than 30&nbsp;days nor more than 60&nbsp;days notice, at the
redemption price. The redemption price will equal 100% of the
aggregate liquidation amount of the trust securities plus
accumulated but unpaid distributions to the date of redemption.
If less than all of the debentures are to be repaid or redeemed
on a date of redemption, then the proceeds from such repayment
or redemption will be allocated to redemption of preferred
securities and common securities proportionately.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Distribution of Debentures in Exchange for
Preferred Securities. </FONT></I><FONT size="2">We will have the
right at any time to dissolve, wind-up or terminate the trust
and, after satisfaction of the liabilities of creditors of the
trust as provided by applicable law, including, without
limitation, amounts due and owing the trustees of the trust,
cause the debentures to be distributed directly to the holders
of trust securities in liquidation of the trust. See
&#147;&#151;&nbsp;Liquidation Distribution Upon
Termination&#148; beginning on page&nbsp;32.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">After the liquidation date fixed for any
distribution of debentures in exchange for preferred securities:
</FONT>
<P>

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<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
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<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">those trust securities will no longer be deemed
	to be outstanding;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">certificates representing debentures in a
	principal amount equal to the liquidation amount of those
	preferred securities will be issued in exchange for the
	preferred securities certificates;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">we will use our best efforts to list the
	debentures on the New York Stock Exchange or on another national
	securities exchange or to include them in the Nasdaq National
	Market;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any certificates representing trust securities
	that are not surrendered for exchange will be deemed to
	represent debentures with a principal amount equal to the
	liquidation amount of those preferred securities, accruing
	interest at the rate provided for in the debentures from the
	last distribution date on the preferred securities; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">all rights of the trust security holders other
	than the right to receive debentures upon surrender of a
	certificate representing trust securities will terminate.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We cannot assure you that the market prices for
the preferred securities or the debentures that may be
distributed if a dissolution and liquidation of the trust were
to occur would be favorable. The preferred securities that an
investor may purchase, or the debentures that an investor may
receive on dissolution and liquidation of the trust, may trade
at a discount to the price that the investor paid to purchase
the preferred securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Redemption upon a Tax Event or Investment
Company Event. </FONT></I><FONT size="2">If a Tax Event or an
Investment Company Event occurs, we will have the right to
redeem the debentures in whole, but not in part, and thereby
cause a mandatory redemption of all of the trust securities at
the redemption price. If one of these events occurs and we do
not elect to redeem the debentures, or to dissolve the trust and
cause the debentures to be distributed to holders of the trust
securities, then the preferred securities will remain
outstanding and additional interest may be payable on the
debentures. See &#147;Description of the Debentures&nbsp;&#151;
Additional Sums to be Paid as a Result of Additional Taxes&#148;
on page&nbsp;40.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">&#147;Tax Event&#148; means the receipt by the
trust and us of an opinion of counsel experienced in such
matters stating that, as a result of any change or prospective
change in the laws or regulations of the
</FONT>

<P align="center"><FONT size="2">29
</FONT>
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<DIV align="left">
<FONT size="2">United States or any political subdivision or
taxing authority of the United States, or as a result of any
official administrative pronouncement or judicial decision
interpreting or applying the tax laws or regulations, there is
more than an insubstantial risk that:
</FONT>
</DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">interest payable by us on the debentures is not,
	or within 90&nbsp;days of the date of the opinion will not be,
	deductible by us, in whole or in part, for federal income tax
	purposes;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the trust is, or will be within 90&nbsp;days
	after the date of the opinion, subject to federal income tax
	with respect to income received or accrued on the debentures; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the trust is, or will be within 90&nbsp;days
	after the date of the opinion, subject to more than an
	immaterial amount of other taxes, duties, assessments or other
	governmental charges.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">&#147;Investment Company Event&#148; means the
receipt by the trust and us of an opinion of counsel experienced
in such matters to the effect that the trust is or will be
considered an &#147;investment company&#148; that is required to
be registered under the Investment Company Act, as a result of a
change in law or regulation or a change in interpretation or
application of law or regulation.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">For all of the events described above, we or the
trust must request and receive an opinion with regard to the
event within a reasonable period of time after we become aware
of the possible occurrence of an event of this kind.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Redemption of Debentures in Exchange for
Preferred Securities We Repurchase. </FONT></I><FONT size="2">We
will also have the right at any time, and from time to time, to
redeem debentures in exchange for any preferred securities we
may have repurchased in the market. If we elect to surrender any
preferred securities beneficially owned by us in exchange for
redemption of a like amount of debentures, we will also
surrender a proportionate amount of common securities in
exchange for debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The common securities we surrender will be in the
same proportion to the preferred securities we surrender as is
the ratio of common securities purchased by us to the preferred
securities issued by the trust. In exchange for the trust
securities surrendered by us, the property trustee will cause to
be released to us for cancellation debentures with a principal
amount equal to the liquidation amount of the trust securities,
plus any accumulated but unpaid distributions, if any, then held
by the property trustee allocable to those trust securities.
After the date of redemption involving an exchange by us, the
trust securities we surrender will no longer be deemed
outstanding and the debentures redeemed in exchange for the
trust securities will be canceled.
</FONT>

<P align="left">
<B><FONT size="2">Redemption Procedures</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Preferred securities will be redeemed at the
redemption price with the applicable proceeds from our
contemporaneous redemption of the debentures. Redemptions of the
preferred securities will be made, and the redemption price will
be payable, on each redemption date only to the extent that the
trust has funds available for the payment of the redemption
price.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Notice of any redemption will be mailed at least
30&nbsp;days but not more than 60&nbsp;days before the date of
redemption to each holder of trust securities to be redeemed at
its registered address. Unless we default in payment of the
redemption price on the debentures, interest will cease to
accumulate on the debentures called for redemption on and after
the date of redemption.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the trust gives notice of redemption of its
trust securities, then the property trustee, to the extent funds
are available, will irrevocably deposit with the depositary for
the trust securities funds sufficient to pay the aggregate
redemption price and will give the depositary for the trust
securities irrevocable instructions and authority to pay the
redemption price to the holders of the trust securities. See
&#147;Book-Entry Issuance&#148; beginning on page&nbsp;48. If
the preferred securities are no longer in book-entry only form,
the property trustee, to the extent funds are available, will
deposit with the designated paying agent for such preferred
securities funds sufficient to pay the aggregate redemption
price and will give the paying agent irrevocable instructions
and authority to pay the redemption price to the holders upon
surrender of their certificates evidencing the preferred
securities. Notwithstanding the foregoing, distributions payable
</FONT>

<P align="center"><FONT size="2">30
</FONT>
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<DIV align="left">
<FONT size="2">on or prior to the date of redemption for any
trust securities called for redemption will be payable to the
holders of the trust securities on the relevant record dates for
the related distribution dates.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If notice of redemption has been given and we
have deposited funds as required, then on the date of the
deposit all rights of the holders of the trust securities called
for redemption will cease, except the right to receive the
redemption price, but without interest on such redemption price
after the date of redemption. The trust securities will also
cease to be outstanding on the date of the deposit. If any date
fixed for redemption of trust securities is not a business day,
then payment of the redemption price payable on that date will
be made on the next day that is a business day without any
additional interest or other payment in respect of the delay.
However, if the next business day is in the next succeeding
calendar year, payment of the interest will be made on the
immediately preceding business day.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If payment of the redemption price in respect of
trust securities called for redemption is improperly withheld or
refused and not paid by the trust, or by us pursuant to the
guarantee, distributions on the trust securities will continue
to accumulate at the applicable rate from the date of redemption
originally established by the trust for the trust securities to
the date the redemption price is actually paid. In this case,
the actual payment date will be considered the date fixed for
redemption for purposes of calculating the redemption price. See
&#147;Description of the Guarantee&#148; beginning on
page&nbsp;50.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payment of the redemption price on the preferred
securities and any distribution of debentures to holders of
preferred securities will be made to the applicable
recordholders as they appear on the register for the preferred
securities on the relevant record date. As long as the preferred
securities are represented by a global security, the record date
will be the business day immediately preceding the date of
redemption or liquidation date, as applicable.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If less than all of the trust securities are to
be redeemed, then the aggregate liquidation amount of the trust
securities to be redeemed will be allocated proportionately to
those trust securities based upon the relative liquidation
amounts. The particular preferred securities to be redeemed will
be selected by the property trustee from the outstanding
preferred securities not previously called for redemption by a
method the property trustee deems fair and appropriate, except
that if we instruct the property trustee to redeem preferred
securities purchased by us in connection with our redemption of
a like amount of debentures, then the property trustee will
select the particular preferred securities held by us for
redemption. This method may provide for the redemption of
portions equal to $25 or an integral multiple of $25 of the
liquidation amount of the preferred securities. The property
trustee will promptly notify the registrar for the preferred
securities in writing of the preferred securities selected for
redemption and, in the case of any preferred securities selected
for partial redemption, the liquidation amount to be redeemed.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Subject to applicable law, and if we are not
exercising our right to defer interest payments on the
debentures, we may, at any time, purchase outstanding preferred
securities.
</FONT>

<P align="left">
<B><FONT size="2">Subordination of Common Securities</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payment of distributions on, and the redemption
price of, the preferred securities and common securities of the
trust will be made based on the liquidation amount of these
securities. However, if an event of default under the indenture
has occurred and is continuing, no distributions on or
redemption of the common securities may be made unless payment
in full in cash of all accumulated and unpaid distributions on
all of the outstanding preferred securities for all distribution
periods terminating on or before that time, or in the case of
payment of the redemption price, payment of the full amount of
the redemption price on all of the outstanding preferred
securities then called for redemption, has been made or provided
for. All funds available to the property trustee will first be
applied to the payment in full in cash of all distributions on,
or the redemption price of, the preferred securities then due
and payable.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the case of the occurrence and continuance of
any event of default under the trust agreement resulting from an
event of default under the indenture, we, as holder of the
common securities, will be deemed to have waived any right to
act with respect to that event of default under the trust
agreement until the effect of the event of default has been
cured, waived or otherwise eliminated. Until the event of
</FONT>

<P align="center"><FONT size="2">31
</FONT>
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<DIV align="left">
<FONT size="2">default under the trust agreement has been so
cured, waived or otherwise eliminated, the property trustee will
act solely on behalf of the holders of the preferred securities
and not on our behalf, and only the holders of the preferred
securities will have the right to direct the property trustee to
act on their behalf.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">Liquidation Distribution Upon
Termination</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will have the right at any time to dissolve,
wind-up or terminate the trust and cause the debentures to be
distributed to the holders of the preferred securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, the trust will automatically
terminate upon expiration of its term and will terminate earlier
on the first to occur of:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our bankruptcy, dissolution or liquidation;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the distribution of a like amount of the
	debentures to the holders of trust securities, if we have given
	written direction to the property trustee to terminate the trust;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">redemption of all of the preferred securities, as
	described on page&nbsp;29 under &#147;&#151;&nbsp;Redemption or
	Exchange&nbsp;&#151; Mandatory Redemption;&#148; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the entry of a court order for the dissolution of
	the trust.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">With the exception of a redemption, as described
on page&nbsp;29 under &#147;&#151;&nbsp;Redemption or
Exchange&nbsp;&#151; Mandatory Redemption,&#148; if an early
termination of the trust occurs, the trust will be liquidated by
the administrative trustees as expeditiously as they determine
to be possible. After satisfaction of liabilities to creditors
of the trust as provided by applicable law, the trustees will
distribute to the holders of trust securities, debentures:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">in an aggregate stated principal amount equal to
	the aggregate stated liquidation amount of the trust securities;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">with an interest rate identical to the
	distribution rate on the trust securities; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">with accrued and unpaid interest equal to
	accumulated and unpaid distributions on the trust securities.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the property trustee determines that the
distribution of debentures is not practical, then the holders of
trust securities will be entitled to receive, instead of
debentures, a proportionate amount of the liquidation
distribution. The liquidation distribution will be the amount
equal to the aggregate of the liquidation amount plus
accumulated and unpaid distributions to the date of payment. If
the liquidation distribution can be paid only in part because
the trust has insufficient assets available to pay in full the
aggregate liquidation distribution, then the amounts payable
directly by the trust on the trust securities will be paid on a
proportional basis, based on liquidation amounts, to us, as the
holder of the common securities, and to the holders of the
preferred securities. However, if an event of default under the
indenture has occurred and is continuing, the preferred
securities will have a priority over the common securities. See
&#147;&#151;&nbsp;Subordination of Common Securities&#148;
beginning on page&nbsp;31.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under current United States federal income tax
law and interpretations and assuming that the trust is treated
as a grantor trust, as is expected, a distribution of the
debentures should not be a taxable event to holders of the
preferred securities. Should there be a change in law, a change
in legal interpretation, a Tax Event or another circumstance,
however, the distribution could be a taxable event to holders of
the preferred securities. See &#147;Federal Income Tax
Consequences&nbsp;&#151; Receipt of Debentures or Cash Upon
Liquidation of the Trust&#148; on page&nbsp;55 for more
information regarding a taxable distribution.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we do not elect to redeem the debentures prior
to maturity or to liquidate the trust and distribute the
debentures to holders of the preferred securities, the preferred
securities will remain outstanding until the repayment of the
debentures. If we elect to dissolve the trust and thus cause the
debentures to be distributed to holders of the preferred
securities in liquidation of the trust, we will continue to have
the
</FONT>

<P align="center"><FONT size="2">32
</FONT>
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<DIV align="left">
<FONT size="2">right to shorten the maturity of the debentures.
See &#147;Description of the Debentures&nbsp;&#151;
General&#148; on page&nbsp;39.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">Liquidation Value</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The amount of the liquidation distribution
payable on the preferred securities in the event of any
liquidation of the trust is $25 per preferred security plus
accumulated and unpaid distributions to the date of payment,
which may be in the form of a distribution of debentures having
a liquidation value and accrued interest of an equal amount. See
&#147;&#151;&nbsp;Liquidation Distribution Upon
Termination&#148; beginning on page&nbsp;32.
</FONT>

<P align="left">
<B><FONT size="2">Events of Default; Notice</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any one of the following events constitutes an
event of default under the trust agreement with respect to the
preferred securities:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the occurrence of an event of default under the
	indenture, as described beginning on page&nbsp;44 under
	&#147;Description of the Debentures&nbsp;&#151; Debenture Events
	of Default&#148;;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">a default by the trust in the payment of any
	distribution when it becomes due and payable, and continuation
	of the default for a period of 30&nbsp;days;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">a default by the trust in the payment of any
	redemption price of any of the trust securities when it becomes
	due and payable;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">a default in the performance, or breach, in any
	material respect, of any covenant or warranty of the trustees in
	the trust agreement, other than those defaults covered in the
	previous two points, and continuation of the default or breach
	for a period of 60&nbsp;days after there has been given, by
	registered or certified mail, to the trustees by the holders of
	at least 25% in aggregate liquidation amount of the outstanding
	preferred securities, a written notice specifying the default or
	breach and requiring it to be remedied and stating that the
	notice is a &#147;Notice of Default&#148; under the trust
	agreement; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the occurrence of events of bankruptcy or
	insolvency with respect to the property trustee and our failure
	to appoint a successor property trustee within 60&nbsp;days.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Within five business days after the occurrence of
any event of default actually known to the property trustee, the
property trustee will transmit notice of the event of default to
the holders of the preferred securities, the administrative
trustees and to us, unless the event of default has been cured
or waived. The administrative trustees and we are required to
file annually with the property trustee a certificate as to
whether or not they or we are in compliance with all the
conditions and covenants applicable to them under the trust
agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If an event of default under the indenture has
occurred and is continuing, the preferred securities will have
preference over the common securities upon termination of the
trust. See &#147;&#151;&nbsp;Subordination of Common
Securities&#148; beginning on page&nbsp;31 and
&#147;&#151;&nbsp;Liquidation Distribution Upon
Termination&#148; beginning on page&nbsp;32. The existence of an
event of default under the trust agreement does not entitle the
holders of preferred securities to accelerate the maturity
thereof, unless the event of default is caused by the occurrence
of an event of default under the indenture and both the
indenture trustee and holders of at least 25% in principal
amount of the debentures fail to accelerate the maturity thereof.
</FONT>

<P align="left">
<B><FONT size="2">Removal of the Trustees</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Unless an event of default under the indenture
has occurred and is continuing, we may remove any trustee at any
time. If an event of default under the indenture has occurred
and is continuing, only the holders of at least a majority in
aggregate liquidation amount of the outstanding preferred
securities may remove the property trustee or the Delaware
trustee. The holders of the preferred securities generally have
no right to vote to appoint, remove or replace the
administrative trustees. These rights are vested
</FONT>

<P align="center"><FONT size="2">33
</FONT>
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<DIV align="left">
<FONT size="2">exclusively with us as the holder of the common
securities. No resignation or removal of a trustee and no
appointment of a successor trustee will be effective until the
successor trustee accepts the appointment in accordance with the
trust agreement.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">Co-Trustees and Separate Property
Trustee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Unless an event of default under the indenture
has occurred and is continuing, for the purpose of meeting the
legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the trust property may at the
time be located, we will have the power to appoint at any time
or times, and upon written request of the property trustee will
appoint, one or more persons or entities either (1)&nbsp;to act
as a co-trustee, jointly with the property trustee, of all or
any part of the trust property, or (2)&nbsp;to act as separate
trustee of any trust property. In either case, these persons or
entities will have the powers that may be provided in the
instrument of appointment, and will have vested in them any
property, title, right or power deemed necessary or desirable,
subject to the provisions of the trust agreement. In case an
event of default under the indenture has occurred and is
continuing, the property trustee alone will have power to make
the appointment.
</FONT>

<P align="left">
<B><FONT size="2">Merger or Consolidation of Trustees</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Generally, any person or successor to any of the
trustees may be a successor trustee to any of the trustees,
including a successor resulting from a merger or consolidation.
However, any successor trustee must meet all of the
qualifications and eligibility standards to act as a trustee.
</FONT>

<P align="left">
<B><FONT size="2">Mergers, Consolidations, Amalgamations or
Replacements of the Trust</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust may not merge with or into,
consolidate, amalgamate, or be replaced by, or convey, transfer
or lease its properties and assets substantially as an entirety
to any corporation or other person, except as described below.
For these purposes, if we consolidate or merge with another
entity, or transfer or sell substantially all of our assets to
another entity, in some cases that transaction may be deemed to
involve a replacement of the trust, and the conditions set forth
below would apply to such transaction. The trust may, at our
request, with the consent of the administrative trustees and
without the consent of the holders of the preferred securities,
the property trustee or the Delaware trustee, merge with or
into, consolidate, amalgamate or be replaced by another trust if
the following conditions are met:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the successor entity either (a)&nbsp;expressly
	assumes all of the obligations of the trust with respect to the
	preferred securities, or (b)&nbsp;substitutes for the preferred
	securities other securities having substantially the same terms
	as the preferred securities, referred to as &#147;successor
	securities,&#148; so long as the successor securities rank the
	same in priority as the preferred securities with respect to
	distributions and payments upon liquidation, redemption and
	otherwise;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">we appoint a trustee of the successor entity
	possessing substantially the same powers and duties as the
	property trustee in its capacity as the holder of the debentures;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the successor securities are listed, included or
	traded or will be listed, included or traded in or on any
	national securities exchange or the Nasdaq National Market or
	other comparable trading system on or in which the preferred
	securities are then listed, if any;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the merger, consolidation, amalgamation,
	replacement, conveyance, transfer or lease does not adversely
	affect the rights, preferences and privileges of the holders of
	the preferred securities, including any successor securities, in
	any material respect;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the successor entity has a purpose substantially
	identical to that of the trust;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">prior to the merger, consolidation, amalgamation,
	replacement, conveyance, transfer or lease, we have received an
	opinion from independent counsel that (a)&nbsp;any transaction
	of this kind does not adversely affect the rights, preferences
	and privileges of the holders of the preferred securities,
	including any successor securities, in any material respect, and
	(b)&nbsp;following the transaction,
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">34
</FONT>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD></TD>
	<TD align="left">
	<FONT size="2">neither the trust nor the successor entity will
	be required to register as an &#147;investment company&#148;
	under the Investment Company Act; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">we own all of the common securities of the
	successor entity and guarantee the obligations of the successor
	entity under the successor securities at least to the extent
	provided by the guarantee, the debentures, the trust agreement
	and the expense agreement.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Notwithstanding the foregoing, the trust may not,
except with the consent of every holder of the preferred
securities, enter into any transaction of this kind if the
transaction would cause the trust or the successor entity not to
be classified as a grantor trust for United States federal
income tax purposes.
</FONT>

<P align="left">
<B><FONT size="2">Voting Rights; Amendment of Trust
Agreement</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Except as described below and under
&#147;Description of the Guarantee&nbsp;&#151; Amendments&#148;
on page&nbsp;51 and as otherwise required by the Trust Indenture
Act and the trust agreement, the holders of the preferred
securities will have no voting rights.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust agreement may be amended from time to
time by us, as holders of the common securities, and the
trustees, without the consent of the holders of the preferred
securities, in the following circumstances:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">with respect to acceptance of appointment by a
	successor trustee;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">to cure any ambiguity, correct or supplement any
	provisions in the trust agreement that may be inconsistent with
	any other provision, or to make any other provisions with
	respect to matters or questions arising under the trust
	agreement, as long as the amendment is not inconsistent with the
	other provisions of the trust agreement and does not have a
	material adverse effect on the interests of any holder of trust
	securities; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">to modify, eliminate or add to any provisions of
	the trust agreement if necessary to ensure that the trust will
	be classified for federal income tax purposes as a grantor trust
	at all times that any trust securities are outstanding or to
	ensure that the trust will not be required to register as an
	&#147;investment company&#148; under the Investment Company Act.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">With the consent of the holders of a majority of
the aggregate liquidation amount of the outstanding trust
securities, we and the trustees may amend the trust agreement if
the trustees receive an opinion of counsel to the effect that
the amendment or the exercise of any power granted to the
trustees in accordance with the amendment will not affect the
trust&#146;s status as a grantor trust for federal income tax
purposes or the trust&#146;s exemption from status as an
&#147;investment company&#148; under the Investment Company Act.
However, without the consent of each holder of trust securities,
the trust agreement may not be amended to (a)&nbsp;change the
amount or timing of any distribution on the trust securities or
otherwise adversely affect the amount of any distribution
required to be made in respect of the trust securities as of a
specified date, or (b)&nbsp;restrict the right of a holder of
trust securities to institute suit for the enforcement of the
payment on or after that date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As long as the property trustee holds any
debentures, the trustees will not, without obtaining the prior
approval of the holders of a majority in aggregate liquidation
amount of all outstanding preferred securities:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">direct the time, method and place of conducting
	any proceeding for any remedy available to the indenture
	trustee, or executing any trust or power conferred on the
	property trustee with respect to the debentures;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">waive any past default that is waivable under the
	indenture;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">exercise any right to rescind or annul a
	declaration that the principal of all the debentures will be due
	and payable; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">consent to any amendment or termination of the
	indenture or the debentures, where the property trustee&#146;s
	consent is required. However, where a consent under the
	indenture requires the consent of
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">35
</FONT>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD></TD>
	<TD align="left">
	<FONT size="2">each holder of the affected debentures, no
	consent will be given by the property trustee without the prior
	consent of each holder of the preferred securities.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trustees may not revoke any action previously
authorized or approved by a vote of the holders of the preferred
securities except by subsequent vote of the holders of the
preferred securities. The property trustee will notify each
holder of preferred securities of any notice of default with
respect to the debentures. In addition to obtaining the
foregoing approvals of the holders of the preferred securities,
prior to taking any of the foregoing actions, the trustees must
obtain an opinion of counsel experienced in these matters to the
effect that the trust will continue to be classified as a
grantor trust and will not be classified as an association
taxable as a corporation for federal income tax purposes on
account of the action.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any required approval of holders of trust
securities may be given at a meeting or by written consent. The
property trustee will cause a notice of any meeting at which
holders of the trust securities are entitled to vote to be given
to each holder of record of trust securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">No vote or consent of the holders of preferred
securities will be required for the trust to redeem and cancel
its preferred securities in accordance with the trust agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Notwithstanding the fact that holders of
preferred securities are entitled to vote or consent under any
of the circumstances described above, any of the preferred
securities that are owned by us, the trustees or any affiliate
of ours or of any trustee, will, for purposes of the vote or
consent, be treated as if they were not outstanding.
</FONT>

<P align="left">
<B><FONT size="2">Global Preferred Securities</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred securities will be represented by
one or more global preferred securities registered in the name
of The Depository Trust Company, New York, New York, referred to
below as DTC, or its nominee. A global preferred security is a
security representing interests of more than one beneficial
holder. Ownership of beneficial interests in the global
preferred securities will be reflected in DTC participant
account records through DTC&#146;s book-entry transfer and
registration system. Participants are brokers, dealers, or
others having accounts with DTC. Indirect beneficial interests
of other persons investing in the preferred securities will be
shown on, and transfers will be effected only through, records
maintained by DTC participants. Except as described below,
preferred securities in definitive form will not be issued in
exchange for the global preferred securities. See
&#147;Book-Entry Issuance&#148; beginning on page&nbsp;48.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">No global preferred security may be exchanged for
preferred securities registered in the names of persons other
than DTC or its nominee unless:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">DTC notifies the indenture trustee that it is
	unwilling or unable to continue as a depositary for the global
	preferred security and we are unable to locate a qualified
	successor depositary;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">we execute and deliver to the indenture trustee a
	written order stating that we elect to terminate the book-entry
	system through DTC; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">there shall have occurred and be continuing an
	event of default under the indenture.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any global preferred security that is
exchangeable pursuant to the preceding sentence shall be
exchangeable for definitive certificates registered in the names
as DTC shall direct. It is expected that the instructions will
be based upon directions received by DTC with respect to
ownership of beneficial interests in the global preferred
security. If preferred securities are issued in definitive form,
the preferred securities will be in denominations of $25 and
integral multiples of $25 and may be transferred or exchanged at
the offices described below.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Unless and until it is exchanged in whole or in
part for the individual preferred securities represented
thereby, a global preferred security may not be transferred,
except as a whole, by DTC to a nominee of DTC, by a nominee of
DTC to DTC or another nominee of DTC or by DTC or any nominee to
a successor depositary or any nominee of the successor.
</FONT>

<P align="center"><FONT size="2">36
</FONT>
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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payments on global preferred securities will be
made to DTC, as the depositary for the global preferred
securities. If the preferred securities are issued in definitive
form, distributions will be payable by check mailed to the
address of record of the persons entitled to the distribution,
and the transfer of the preferred securities will be
registrable, and preferred securities will be exchangeable for
preferred securities of other denominations of a like aggregate
liquidation amount, at the corporate office of the property
trustee, or at the offices of any paying agent or transfer agent
appointed by the administrative trustees. In addition, if the
preferred securities are issued in definitive form, the record
dates for payment of distributions will be the 15th day of the
month in which the relevant distribution date occurs. For a
description of the terms of DTC arrangements relating to
payments, transfers, voting rights, redemptions and other
notices and other matters, see &#147;Book-Entry Issuance&#148;
beginning on page&nbsp;48.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Upon the issuance of one or more global preferred
securities, and the deposit of the global preferred security
with or on behalf of DTC or its nominee, DTC or its nominee will
credit, on its book-entry registration and transfer system, the
respective aggregate liquidation amounts of the individual
preferred securities represented by the global preferred
security to the designated accounts of persons that participate
in the DTC system. These participant accounts will be designated
by the dealers, underwriters or agents selling the preferred
securities. Ownership of beneficial interests in a global
preferred security will be limited to persons or entities having
an account with DTC or who may hold interests through
participants. With respect to interests of any person or entity
that is a DTC participant, ownership of beneficial interests in
a global preferred security will be shown on, and the transfer
of that ownership will be effected only through, records
maintained by DTC or its nominee. With respect to persons or
entities who hold interests in a global preferred security
through a participant, the interest and any transfer of the
interest will be shown only on the participant&#146;s records.
The laws of some states require that certain purchasers of
securities take physical delivery of securities in definitive
form. These laws may impair the ability to transfer beneficial
interests in a global preferred security.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">So long as DTC or another depositary, or its
nominee, is the registered owner of the global preferred
security, the depositary or the nominee, as the case may be,
will be considered the sole owner or holder of the preferred
securities represented by the global preferred security for all
purposes under the trust agreement. Except as described in this
prospectus, owners of beneficial interests in a global preferred
security will not be entitled to have any of the individual
preferred securities represented by the global preferred
security registered in their names, will not receive or be
entitled to receive physical delivery of any preferred
securities in definitive form and will not be considered the
owners or holders of the preferred securities under the trust
agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">None of us, the property trustee, any paying
agent or the securities registrar for the preferred securities
will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
ownership interests of the global preferred security
representing the preferred securities or for maintaining,
supervising or reviewing any records relating to the beneficial
ownership interests.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We expect that DTC or its nominee, upon receipt
of any payment of the liquidation amount or distributions in
respect of a global preferred security, immediately will credit
participants&#146; accounts with payments in amounts
proportionate to their respective beneficial interest in the
aggregate liquidation amount of the global preferred security as
shown on the records of DTC or its nominee. We also expect that
payments by participants to owners of beneficial interests in
the global preferred security held through the participants will
be governed by standing instructions and customary practices, as
is now the case with securities held for the accounts of
customers in bearer form or registered in &#147;street
name.&#148; The payments will be the responsibility of the
participants. See &#147;Book-Entry Issuance&#148; beginning on
page&nbsp;48.
</FONT>

<P align="left">
<B><FONT size="2">Payment and Paying Agency</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payments in respect of the preferred securities
shall be made to DTC, which shall credit the relevant accounts
of participants on the applicable distribution dates, or, if any
of the preferred securities are not held by DTC, the payments
shall be made by check mailed to the address of the holder as
listed on the
</FONT>

<P align="center"><FONT size="2">37
</FONT>
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<DIV align="left">
<FONT size="2">register of holders of the preferred securities.
The paying agent for the preferred securities will initially be
the property trustee and any co-paying agent chosen by the
property trustee and acceptable to us and the administrative
trustees. The paying agent for the preferred securities may
resign as paying agent upon 30&nbsp;days written notice to the
administrative trustees, the property trustee and us. If the
property trustee no longer is the paying agent for the preferred
securities, the administrative trustees will appoint a successor
to act as paying agent. The successor must be a bank or trust
company acceptable to us and the property trustee.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">Registrar and Transfer Agent</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The property trustee will act as the registrar
and the transfer agent for the preferred securities.
Registration of transfers of preferred securities will be
effected without charge by or on behalf of the trust, but upon
payment of any tax or other governmental charges that may be
imposed in connection with any transfer or exchange. The trust
and its registrar and transfer agent will not be required to
register or cause to be registered the transfer of preferred
securities after they have been called for redemption.
</FONT>

<P align="left">
<B><FONT size="2">Information Concerning the Property
Trustee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The property trustee undertakes to perform only
the duties set forth in the trust agreement. After the
occurrence of an event of default that is continuing, the
property trustee must exercise the same degree of care and skill
as a prudent person exercises or uses in the conduct of its own
affairs. The property trustee is under no obligation to exercise
any of the powers vested in it by the trust agreement at the
request of any holder of preferred securities unless it is
offered reasonable indemnity against the costs, expenses and
liabilities that might be incurred. If no event of default under
the trust agreement has occurred and is continuing and the
property trustee is required to decide between alternative
causes of action, construe ambiguous or inconsistent provisions
in the trust agreement or is unsure of the application of any
provision of the trust agreement, and the matter is not one on
which holders of preferred securities are entitled to vote upon,
then the property trustee will take the action directed in
writing by us. If the property trustee is not so directed, then
it will take the action it deems advisable and in the best
interests of the holders of the trust securities and will have
no liability except for its own bad faith, negligence or willful
misconduct.
</FONT>

<P align="left">
<B><FONT size="2">Miscellaneous</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The administrative trustees are authorized and
directed to conduct the affairs of and to operate the trust in
such a way that:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the trust will not be deemed to be an
	&#147;investment company&#148; required to be registered under
	the Investment Company Act;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the trust will be classified as a grantor trust
	and not as an association taxable as a corporation for federal
	income tax purposes; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the debentures will be treated as our
	indebtedness for federal income tax purposes.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In this regard, we and the administrative
trustees are authorized to take any action not inconsistent with
applicable law, the certificate of trust or the trust agreement,
that we and the administrative trustees determine to be
necessary or desirable for these purposes.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The administrative trustees are required to use
their best efforts to maintain the listing of the preferred
securities on the New York Stock Exchange or on another national
securities exchange or to maintain the inclusion of the
preferred securities in the Nasdaq National Market, but this
requirement will not prevent us from redeeming all or a portion
of the preferred securities in accordance with the trust
agreement and the indenture.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of the preferred securities have no
preemptive or similar rights. The trust agreement and the trust
securities will be governed by Delaware law.
</FONT>

<P align="center"><FONT size="2">38
</FONT>

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<!-- link1 "DESCRIPTION OF THE DEBENTURES" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="center">
<B><FONT size="2">DESCRIPTION OF THE DEBENTURES</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Concurrently with the issuance of the preferred
securities, the trust will invest the proceeds from the sale of
the trust securities in the debentures issued by us. The
debentures will be issued as unsecured debt under the indenture
between us and Wilmington Trust Company, as indenture trustee.
The indenture will be qualified under the Trust Indenture Act.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following discussion contains a description
of the material terms of the debentures and is subject to, and
is qualified in its entirety by reference to, the indenture and
to the Trust Indenture Act. We urge prospective investors to
read the form of the indenture, which is filed as an exhibit to
the registration statement of which this prospectus forms a part.
</FONT>

<P align="left">
<B><FONT size="2">General</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The debentures will be limited in aggregate
principal amount to $25,773,200, or $29,639,200 if the
underwriters&#146; over-allotment option is exercised in full.
This amount represents the sum of the aggregate stated
liquidation amounts of the trust securities. The debentures will
bear interest at the annual rate
of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
of the principal amount. The interest will be payable quarterly
on March&nbsp;31, June&nbsp;30, September&nbsp;30 and
December&nbsp;31 of each year, beginning June&nbsp;30, 2002, to
the person in whose name each debenture is registered at the
close of business on the 15th day of the last month of the
calendar quarter. It is anticipated that, until the liquidation,
if any, of the trust, the debentures will be held in the name of
the property trustee in trust for the benefit of the holders of
the trust securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The amount of interest payable for any period
will be computed on the basis of a 360-day year of twelve 30-day
months. If any date on which interest is payable on the
debentures is not a business day, then payment of interest will
be made on the next day that is a business day without any
additional interest or other payment in respect of the delay.
However, if the next business day is in the next calendar year,
payment of interest will be made on the immediately preceding
business day. Accrued interest that is not paid on the
applicable interest payment date will bear additional interest
on the amount due at the annual rate
of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%,
compounded quarterly.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The debentures will mature on June&nbsp;30, 2032,
the stated maturity date. We may shorten this date once at any
time to any date on or after June&nbsp;30, 2007. We will give
notice to the indenture trustee and the holders of the
debentures, no more than 180&nbsp;days and no less than
30&nbsp;days prior to the effectiveness of any change in the
stated maturity date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will not have the right to redeem the
debentures from the trust until on or after June&nbsp;30, 2007,
except if (a)&nbsp;a Tax Event or an Investment Company Event,
which terms are defined beginning on page&nbsp;29, has occurred,
or (b)&nbsp;we repurchase preferred securities in the market, in
which case we can elect to redeem debentures specifically in
exchange for a like amount of preferred securities owned by us
plus a proportionate amount of common securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The debentures will be unsecured and will rank
junior to all of our senior and subordinated debt, including
indebtedness we may incur in the future. Because we are a
holding company, our right to participate in any distribution of
assets of any of our subsidiaries, upon any subsidiary&#146;s
liquidation or reorganization or otherwise, and thus the ability
of holders of the debentures to benefit indirectly from any
distribution by a subsidiary, is subject to the prior claim of
creditors of the subsidiary, except to the extent that we may be
recognized as a creditor of the subsidiary. The debentures will,
therefore, be effectively subordinated to all existing and
future liabilities of our subsidiaries, and holders of
debentures should look only to our assets for payment. The
indenture does not limit our ability to incur or issue secured
or unsecured senior and junior debt, except in limited
circumstances. See &#147;&#151;&nbsp;Subordination&#148;
beginning on page&nbsp;42 and
&#147;&#151;&nbsp;Miscellaneous&#148; beginning on page&nbsp;46.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The indenture does not contain provisions that
afford holders of the debentures protection in the event of a
highly leveraged transaction or other similar transaction
involving us, nor does it require us to maintain or achieve any
financial performance levels or to obtain or maintain any credit
rating on the debentures.
</FONT>

<P align="center"><FONT size="2">39
</FONT>
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<P align="left">
<B><FONT size="2">Option to Extend Interest Payment
Period</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As long as no event of default under the
indenture has occurred and is continuing, we have the right
under the indenture to defer the payment of interest on the
debentures at any time for a period not exceeding 20 consecutive
quarters. However, no extension period may extend beyond the
stated maturity of the debentures or end on a date other than a
date interest is normally due. At the end of an extension
period, we must pay all interest then accrued and unpaid,
together with interest thereon at the annual rate
of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%,
compounded quarterly. During an extension period, interest will
continue to accrue and holders of debentures, or the holders of
preferred securities if they are then outstanding, will be
required to accrue and recognize as income for federal income
tax purposes the accrued but unpaid interest amounts in the year
in which such amounts accrued. See &#147;Federal Income Tax
Consequences&#148; beginning on page&nbsp;53.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During an extension period, we may not:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">declare or pay any dividends or distributions on,
	or redeem, purchase, acquire or make a liquidation payment with
	respect to, any of our capital stock, other than stock
	dividends, non-cash dividends in connection with the
	implementation of a stockholder rights plan, purchases of common
	stock in connection with employee benefit plans or in connection
	with the reclassification of any class of our capital stock into
	another class of capital stock, or allow any of our direct or
	indirect subsidiaries to do the same with respect to their
	capital stock, other than payment of dividends or distributions
	to us or to any of our direct or indirect subsidiaries;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">make, or allow any of our subsidiaries to make,
	any payment of principal, interest or premium on, or repay,
	repurchase or redeem any debt securities issued by us that rank
	equally with or junior to the debentures;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">make, or allow any of our subsidiaries to make,
	any guarantee payments with respect to any guarantee by us of
	any debt securities if the guarantee ranks equally with or
	junior to the debentures, other than payments under the
	guarantee relating to the preferred securities; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">redeem, purchase or acquire less than all of the
	debentures or any of the preferred securities.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Prior to the termination of any extension period,
so long as no event of default under the indenture is
continuing, we may further defer the payment of interest subject
to the above stated requirements. Upon the termination of any
extension period and the payment of all amounts then due, we may
elect to begin a new extension period at any time. We do not
currently intend to exercise our right to defer payments of
interest on the debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We must give the property trustee, the
administrative trustees and the indenture trustee notice of our
election of an extension period at least two business days prior
to the earlier of (a)&nbsp;the next date on which distributions
on the trust securities would have been payable except for the
election to begin an extension period, or (b)&nbsp;the date we
are required to give notice of the record date, or the date the
distributions are payable, to the New York Stock Exchange, or
other national securities exchange or the Nasdaq National Market
or another comparable trading system, or to holders of the
preferred securities, but in any event at least one business day
prior to the record date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Other than as described above, there is no
limitation on the number of times that we may elect to begin an
extension period.
</FONT>

<P align="left">
<B><FONT size="2">Additional Sums to be Paid as a Result of
Additional Taxes</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the trust is required to pay any additional
taxes, duties, assessments or other governmental charges, except
for United States withholding taxes that are properly withheld,
as a result of the occurrence of a Tax Event, we will pay as
additional interest on the debentures any amounts which may be
required so that the net amounts received and retained by the
trust after paying any additional taxes, duties, assessments or
other governmental charges will not be less than the amounts the
trust would have received had the additional taxes, duties,
assessments or other governmental charges not been imposed.
</FONT>

<P align="center"><FONT size="2">40
</FONT>
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<P align="left">
<B><FONT size="2">Redemption</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may redeem the debentures prior to maturity:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">on or after June&nbsp;30, 2007, in whole at any
	time or in part from time to time;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">in whole at any time within 180&nbsp;days
	following the occurrence of a Tax Event or an Investment Company
	Event; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">at any time, to the extent of any preferred
	securities we purchase, plus a proportionate amount of the
	common securities we hold.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In each case we will pay a redemption price equal
to the accrued and unpaid interest on the debentures so redeemed
to the date fixed for redemption, plus 100% of the principal
amount of the redeemed debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Notice of any redemption will be mailed at least
30&nbsp;days but not more than 60&nbsp;days before the
redemption date to each holder of debentures to be redeemed at
its registered address. Redemption of less than all outstanding
debentures must be effected proportionately, by lot or in any
other manner deemed to be fair and appropriate by the indenture
trustee. Unless we default in payment of the redemption price
for the debentures, on and after the redemption date interest
will no longer accrue on the debentures or the portions of the
debentures called for redemption.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The debentures will not be subject to any sinking
fund.
</FONT>

<P align="left">
<B><FONT size="2">Distribution Upon Liquidation</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As described beginning on page&nbsp;32 under
&#147;Description of the Preferred Securities&nbsp;&#151;
Liquidation Distribution Upon Termination,&#148; under certain
circumstances, the debentures may be distributed to the holders
of the preferred securities in liquidation of the trust after
satisfaction of liabilities to creditors of the trust. If this
distribution occurs, we will use our best efforts to list the
debentures on the New York Stock Exchange or comparable trading
system, other national securities exchange or to include them in
a comparable trading system on or in which the preferred
securities are then listed, quoted or included, if any. There
can be no assurance as to the market price of any debentures
that may be distributed to the holders of preferred securities.
</FONT>

<P align="left">
<B><FONT size="2">Restrictions on Payments</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are restricted from making certain payments,
as described below, if we have chosen to defer payment of
interest on the debentures, if an event of default has occurred
and is continuing under the indenture, or if we are in default
with respect to our obligations under the guarantee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If any of these events occur, we will not:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">declare or pay any dividends or distributions on,
	or redeem, purchase, acquire, or make a liquidation payment with
	respect to, any of our capital stock, other than stock
	dividends, non-cash dividends in connection with the
	implementation of a stockholder rights plan, purchases of common
	stock in connection with employee benefit plans or in connection
	with the reclassification of any class of our capital stock into
	another class of capital stock, or allow any of our direct or
	indirect subsidiaries to do the same with respect to their
	capital stock, other than payment of dividends or distributions
	to us or to any of our direct or indirect subsidiaries;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">make, or allow any of our subsidiaries to make,
	any payment of principal, interest or premium on, or repay or
	repurchase or redeem any of our debt securities that rank
	equally with or junior to the debentures;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">make, or allow any of our subsidiaries to make,
	any guarantee payments with respect to any guarantee by us of
	any debt securities if the guarantee ranks equally with or
	junior to the debentures, other than payments under the
	guarantee relating to the preferred securities; or
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">41
</FONT>

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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">redeem, purchase or acquire less than all of the
	debentures or any of the preferred securities.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><FONT size="2">Subordination</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The debentures are subordinated and junior in
right of payment to all of our senior and subordinated debt, as
defined below. Upon any payment or distribution of assets to
creditors upon any liquidation, dissolution, winding up or
reorganization of our company, whether voluntary or involuntary
in bankruptcy, insolvency, receivership or other proceedings in
connection with any insolvency or bankruptcy proceedings, the
holders of our senior and subordinated debt will first be
entitled to receive payment in full of principal and interest
before the holders of debentures will be entitled to receive or
retain any payment in respect of the debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the maturity of any debentures is accelerated,
the holders of all of our senior and subordinated debt
outstanding at the time of the acceleration will also be
entitled to first receive payment in full of all amounts due to
them, including any amounts due upon acceleration, before the
holders of the debentures will be entitled to receive or retain
any principal or interest payments on the debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">No payments of principal or interest on the
debentures may be made if there has occurred and is continuing a
default in any payment with respect to any of our senior or
subordinated debt or an event of default with respect to any of
our senior or subordinated debt resulting in the acceleration of
the maturity of the senior or subordinated debt, or if any
judicial proceeding is pending with respect to any default.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The term &#147;debt&#148; means, with respect to
any person, whether recourse is to all or a portion of the
assets of the person and whether or not contingent:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">every obligation of the person for money borrowed;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">every obligation of the person evidenced by
	bonds, debentures, notes or other similar instruments, including
	obligations incurred in connection with the acquisition of
	property, assets or businesses;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">every reimbursement obligation of the person with
	respect to letters of credit, bankers&#146; acceptances or
	similar facilities issued for the account of the person;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">every obligation of the person issued or assumed
	as the deferred purchase price of property or services,
	excluding trade accounts payable or accrued liabilities arising
	in the ordinary course of business;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">every capital lease obligation of the person; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">every obligation of the type referred to in the
	first five points of another person and all dividends of another
	person the payment of which, in either case, the first person
	has guaranteed or is responsible or liable, directly or
	indirectly, as obligor or otherwise.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The term &#147;senior debt&#148; means the
principal of, and premium and interest, including interest
accruing on or after the filing of any petition in bankruptcy or
for reorganization relating to us, on, debt, whether incurred on
or prior to the date of the indenture or incurred after such
date. However, senior debt will not be deemed to include:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any debt where it is provided in the instrument
	creating the debt that the obligations are not superior in right
	of payment to the debentures or to other debt which is equal
	with, or subordinated to, the debentures;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any of our debt which when incurred and without
	regard to any election under the federal bankruptcy laws, was
	without recourse to us;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the preferred securities guarantee;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any debt to any of our employees;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any debt that by its terms is subordinated to
	trade accounts payable or accrued liabilities arising in the
	ordinary course of business to the extent that payments made to
	the holders of such debt by the
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">42
</FONT>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD></TD>
	<TD align="left">
	<FONT size="2">holders of the debentures as a result of the
	subordination provisions of the indenture would be greater than
	they otherwise would have been as a result of any obligation of
	the holders of such debt to pay amounts over to the obligees on
	the trade accounts payable or accrued liabilities arising in the
	ordinary course of business as a result of subordination
	provisions to which such debt is subject; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">debt which constitutes subordinated debt.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The term &#147;subordinated debt&#148; means the
principal of, and premium and interest, including interest
accruing on or after the filing of any petition in bankruptcy or
for reorganization relating to us, on, debt. Subordinated debt
includes debt incurred on or prior to the date of the indenture
or thereafter incurred, which is by its terms expressly provided
to be junior and subordinate to other debt of ours, other than
the debentures. However, subordinated debt will not be deemed to
include:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any of our debt which, when incurred and without
	regard to any election under the federal bankruptcy laws, was
	without recourse to us;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any debt to any of our employees;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any debt which by its terms is subordinated to
	trade accounts payable or accrued liabilities arising in the
	ordinary course of business to the extent that payments made to
	the holders of such debt by the holders of the debentures as a
	result of the subordination provisions of indenture would be
	greater than they otherwise would have been as a result of any
	obligation of the holders of such debt to pay amounts over to
	the obligees on the trade accounts payable or accrued
	liabilities arising in the ordinary course of business as a
	result of subordination provisions to which such debt is subject;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">debt which constitutes senior debt; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">any debt of ours under debt securities, and
	guarantees in respect of these debt securities, initially issued
	to any trust, or a trustee of a trust, partnership or other
	entity affiliated with us that is, directly or indirectly, our
	financing subsidiary in connection with the issuance by that
	entity of preferred securities or other comparable securities.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We expect from time to time to incur additional
indebtedness, and, except in certain circumstances, there is no
limitation under the indenture on the amount we may incur. We
had consolidated senior and subordinated debt of
$227.5&nbsp;million outstanding principal amount at
March&nbsp;15, 2002 and we may incur additional senior or
subordinated debt in the future.
</FONT>

<P align="left">
<B><FONT size="2">Payment and Paying Agents</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Generally, payment of principal of and interest
on the debentures will be made at the office of the indenture
trustee in Wilmington Trust Company. However, we have the option
to make payment of any interest by (a)&nbsp;check mailed to the
address of the person entitled to payment at the address listed
in the register of holders of the debentures, or (b)&nbsp;wire
transfer to an account maintained by the person entitled thereto
as specified in the register of holders of the debentures,
provided that proper transfer instructions have been received by
the applicable record date. Payment of any interest on
debentures will be made to the person in whose name the
debenture is registered at the close of business on the regular
record date for the interest payment, except in the case of
defaulted interest.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any moneys deposited with the indenture trustee
or any paying agent for the debentures, or then held by us in
trust, for the payment of the principal of or interest on the
debentures and remaining unclaimed for two years after the
principal or interest has become due and payable, will be repaid
to us on June&nbsp;30 of each year. If we hold any of this money
in trust, then it will be discharged from the trust to us and
the holder of the debenture will thereafter look, as a general
unsecured creditor, only to us for payment.
</FONT>

<P align="center"><FONT size="2">43
</FONT>

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<P align="left">
<B><FONT size="2">Registrar and Transfer Agent</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The indenture trustee will act as the registrar
and the transfer agent for the debentures. Debentures may be
presented for registration of transfer, with the form of
transfer endorsed thereon, or a satisfactory written instrument
of transfer, duly executed, at the office of the registrar.
Provided that we maintain a transfer agent in Wilmington,
Delaware, we may rescind the designation of any transfer agent
or approve a change in the location through which any transfer
agent acts. We may at any time designate additional transfer
agents with respect to the debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we redeem any of the debentures, neither we
nor the indenture trustee will be required to (a)&nbsp;issue,
register the transfer of or exchange any debentures during a
period beginning at the opening of business 15&nbsp;days before
the day of the mailing of and ending at the close of business on
the day of the mailing of the relevant notice of redemption, or
(b)&nbsp;transfer or exchange any debentures so selected for
redemption, except, in the case of any debentures being redeemed
in part, any portion not to be redeemed.
</FONT>

<P align="left">
<B><FONT size="2">Modification of Indenture</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We and the indenture trustee may, from time to
time without the consent of the holders of the debentures,
amend, waive our rights under or supplement the indenture for
purposes which do not materially adversely affect the rights of
the holders of the debentures. Other changes may be made by us
and the indenture trustee with the consent of the holders of a
majority in principal amount of the outstanding debentures.
However, without the consent of the holder of each outstanding
debenture affected by the proposed modification, no modification
may:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">extend the maturity date of the debentures;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">reduce the principal amount or the rate or extend
	the time of payment of interest; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">reduce the percentage of principal amount of
	debentures required to amend the indenture.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As long as any of the preferred securities remain
outstanding, no modification of the indenture may be made that
requires the consent of the holders of the debentures, no
termination of the indenture may occur, and no waiver of any
event of default under the indenture may be effective, without
the prior consent of the holders of a majority of the aggregate
liquidation amount of the preferred securities.
</FONT>

<P align="left">
<B><FONT size="2">Debenture Events of Default</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The indenture provides that any one or more of
the following events with respect to the debentures that has
occurred and is continuing constitutes an event of default under
the indenture:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our failure to pay any interest on the debentures
	for 30&nbsp;days after the due date, except where we have
	properly deferred the interest payment;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our failure to pay any principal on the
	debentures when due whether at maturity, upon redemption or
	otherwise;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our failure to observe or perform any other
	covenants or agreements contained in the indenture for
	90&nbsp;days after written notice to us from the indenture
	trustee or the holders of at least 25% in aggregate outstanding
	principal amount of the debentures; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our bankruptcy, insolvency or reorganization or
	dissolution of the trust, except for certain transactions
	specifically permitted by the trust agreement.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The holders of a majority of the aggregate
outstanding principal amount of the debentures have the right to
direct the time, method and place of conducting any proceeding
for any remedy available to the indenture trustee. The indenture
trustee, or the holders of at least 25% in aggregate outstanding
principal amount of the debentures, may declare the principal
due and payable immediately upon an event of default under the
indenture. The holders of a majority of the outstanding
principal amount of the debentures may rescind and annul the
declaration and waive the default if the default has been cured
and
</FONT>

<P align="center"><FONT size="2">44
</FONT>

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<DIV align="left">
<FONT size="2">a sum sufficient to pay all matured installments
of interest and principal due otherwise than by acceleration has
been deposited with the indenture trustee. In the event the
debentures are held by the trust, this waiver will not be
effective without the consent of a majority in liquidation
preference of the trust securities. Should the holders of the
debentures fail to annul the declaration and waive the default,
the holders of at least a majority in aggregate liquidation
amount of the preferred securities will have this right.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If an event of default under the indenture has
occurred and is continuing, the property trustee will have the
right to declare the principal of and the interest on the
debentures, and any other amounts payable under the indenture,
to be immediately due and payable and to enforce its other
rights as a creditor with respect to the debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are required to file annually with the
indenture trustee a certificate as to whether or not we are in
compliance with all of the conditions and covenants applicable
to us under the indenture.
</FONT>

<P align="left">
<B><FONT size="2">Enforcement of Certain Rights by Holders of
the Preferred Securities</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If an event of default under the indenture has
occurred and is continuing and the event is attributable to the
failure by us to pay interest on or principal of the debentures
on the date on which the payment is due and payable, then a
holder of preferred securities may institute a direct action
against us to compel us to make the payment. We may not amend
the indenture to remove the foregoing right to bring a direct
action without the prior written consent of all of the holders
of the preferred securities. If the right to bring a direct
action is removed, the trust may become subject to the reporting
obligations under the Securities Exchange Act of 1934.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The holders of the preferred securities will not
be able to exercise directly any remedies, other than those set
forth in the preceding paragraph, available to the holders of
the debentures unless there has been an event of default under
the trust agreement. See &#147;Description of the Preferred
Securities&nbsp;&#151; Events of Default; Notice&#148; on
page&nbsp;33.
</FONT>

<P align="left">
<B><FONT size="2">Consolidation, Merger, Sale of Assets and
Other Transactions</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may not consolidate with or merge into any
other entity or convey or transfer our properties and assets
substantially as an entirety to any entity, and no entity may be
consolidated with or merged into us or sell, convey, transfer or
otherwise dispose of its properties and assets substantially as
an entirety to us, unless:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">if we consolidate with or merge into another
	person or convey or transfer our properties and assets
	substantially as an entirety to any person, the successor person
	is organized under the laws of the United States or any state or
	the District of Columbia, and the successor person expressly
	assumes by supplemental indenture our obligations on the
	debentures, and the ultimate parent entity of the successor
	entity expressly assumes our obligations under the guarantee, to
	the extent the preferred securities are then outstanding;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">immediately after the transaction, no event of
	default under the indenture, and no event which, after notice or
	lapse of time, or both, would become an event of default under
	the indenture, has occurred and is continuing; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">other conditions as prescribed in the indenture
	are met.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under certain circumstances, if we consolidate or
merge with another entity, or transfer or sell substantially all
of our assets to another entity, such transaction may be
considered to involve a replacement of the trust, and the
provisions of the trust agreement relating to a replacement of
the trust would apply to such transaction. See &#147;Description
of the Preferred Securities&nbsp;&#151; Mergers, Consolidations,
Amalgamations or Replacements of the Trust&#148; beginning on
page&nbsp;34.
</FONT>

<P align="center"><FONT size="2">45
</FONT>
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<P align="left">
<B><FONT size="2">Satisfaction and Discharge</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The indenture will cease to be of further effect
and we will be deemed to have satisfied and discharged our
obligations under the indenture when all debentures not
previously delivered to the indenture trustee for cancellation:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">have become due and payable; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">will become due and payable at their stated
	maturity within one year or are to be called for redemption
	within one year, and we deposit or cause to be deposited with
	the indenture trustee funds, in trust, in an amount sufficient
	to pay and discharge the entire indebtedness on the debentures
	not previously delivered to the indenture trustee for
	cancellation, for the principal and interest due on the stated
	maturity or redemption date, as the case may be.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may still be required to provide
officers&#146; certificates, opinions of counsel and pay fees
and expenses due after these events occur.
</FONT>

<P align="left">
<B><FONT size="2">Governing Law</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The provisions of the indenture and the
debentures will be interpreted under Missouri law.
</FONT>

<P align="left">
<B><FONT size="2">Information Concerning the Indenture
Trustee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The indenture trustee is subject to all the
duties and responsibilities specified with respect to an
indenture trustee under the Trust Indenture Act. Subject to
these provisions, the indenture trustee is under no obligation
to exercise any of the powers vested in it by the indenture at
the request of any holder of debentures, unless offered
reasonable security or indemnity by the holder against the
costs, expenses and liabilities which might be incurred. The
indenture trustee is not required to expend or risk its own
funds or otherwise incur personal financial liability in the
performance of its duties if the indenture trustee reasonably
believes that repayment or adequate indemnity is not reasonably
assured to it.
</FONT>

<P align="left">
<B><FONT size="2">Miscellaneous</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have agreed, under the indenture, for so long
as preferred securities remain outstanding, that we will:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">maintain directly or indirectly 100% ownership of
	the common securities of the trust, except that certain
	successors that are permitted pursuant to the indenture may
	succeed to our ownership of the common securities;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">use our reasonable efforts to cause the trust
	(a)&nbsp;to remain a business trust and to avoid involuntary
	termination, winding up or liquidation, except in connection
	with a distribution of debentures, the redemption of all of the
	trust securities of the trust or mergers, consolidations or
	amalgamations, each as permitted by the trust agreement; and
	(b)&nbsp;to otherwise continue not to be treated as an
	association taxable as a corporation or partnership for federal
	income tax purposes;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">use our reasonable efforts to cause each holder
	of trust securities to be treated as owning an individual
	beneficial interest in the debentures;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">use our best efforts to maintain the eligibility
	of the preferred securities for listing on the New York Stock
	Exchange or on any other national securities exchange or for
	inclusion in the Nasdaq National Market or in another comparable
	trading system for as long as the preferred securities are
	outstanding;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">not issue or incur, directly or indirectly,
	additional trust preferred securities that are senior in right
	of payment to the preferred securities; and
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">46
</FONT>

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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">not issue or incur, directly or indirectly, any
	additional indebtedness in connection with the issuance of
	additional trust preferred securities or similar securities that
	are equal in right of payment to the debentures unless:
	</FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="6%"></TD>
	<TD width="4%"></TD>
	<TD width="90%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">(a)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the pro forma sum of all outstanding debt issued
	by us or any of our subsidiaries in connection with any trust
	preferred securities issued by any of our finance subsidiaries,
	including the debentures and the maximum liquidation amount of
	the additional trust preferred or similar securities that we or
	our finance subsidiary is then issuing, plus our total long-term
	debt, excluding any long-term debt which, by its terms, is
	expressly stated to be junior and subordinate to the debentures;
	</FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">is less than 60&nbsp;percent of:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="6%"></TD>
	<TD width="4%"></TD>
	<TD width="90%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">(b)&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the sum of our common and preferred
	stockholders&#146; equity, plus any long-term debt which, by its
	terms, is expressly stated to be junior and subordinate to the
	debentures, in each case on a consolidated basis at the time of
	issuance.
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">47
</FONT>
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<!-- link1 "BOOK-ENTRY ISSUANCE" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="center">
<B><FONT size="2">BOOK-ENTRY ISSUANCE</FONT></B>

<P align="left">
<B><FONT size="2">General</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">DTC will act as securities depositary for the
preferred securities and may act as securities depositary for
all of the debentures in the event of the distribution of the
debentures to the holders of preferred securities. Except as
described below, the preferred securities will be issued only as
fully-registered securities in the name of Cede&nbsp;&#38; Co.,
as DTC&#146;s nominee or such other name as may be requested by
an authorized representative of DTC. One or more global
preferred securities will be issued for the preferred securities
and will be deposited with DTC.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">DTC, the world&#146;s largest depository, is a
limited purpose trust company organized under New York banking
law, a &#147;banking organization&#148; within the meaning of
the New York banking law, a member of the Federal Reserve
System, a &#147;clearing corporation&#148; within the meaning of
the New York Uniform Commercial Code, and a &#147;clearing
agency&#148; registered pursuant to Section&nbsp;17A of the
Securities Exchange Act of 1934. DTC holds securities and
provides asset servicing for over two million issues of U.S. and
non-U.S. equity issues, corporate and municipal debt issues and
money market instruments for over 85 countries that its
participants deposit with DTC. DTC also facilitates the
post-trade settlement among participants of sales and other
securities transactions in deposited securities through
electronic computerized book-entry transfers and pledges through
participants&#146; accounts, thereby eliminating the need for
physical movement of securities certificates. Direct
participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations and
certain other organizations. DTC is a wholly-owned subsidiary of
The Depository Trust &#38; Clearing Corporation which, in turn,
is owned by a number of its direct participants, members of the
National Securities Clearing Corporation, Government Securities
Clearing Corporation, MBS Clearing Corporation and Emerging
Markets Clearing Corporation and by the New York Stock Exchange,
the American Stock Exchange and the National Association of
Securities Dealers, Inc. Access to the DTC system is also
available to others, such as U.S. and non-U.S. securities
brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain custodial
relationships with direct participants, either directly or
indirectly. The rules applicable to DTC and its participants are
on file with the SEC.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Purchases of preferred securities within the DTC
system must be made by or through direct participants, which
will receive a credit for the preferred securities on DTC&#146;s
records. The ownership interest of each actual purchaser of each
preferred security is in turn to be recorded on the direct and
indirect participants&#146; records. These beneficial owners
will not receive written confirmation from DTC of their
purchases, but beneficial owners are expected to receive written
confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the direct or
indirect participants through which the beneficial owners
purchased preferred securities. Transfers of ownership interests
in the preferred securities are to be accomplished by entries
made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates
representing their ownership interest in preferred securities,
except if use of the book-entry-only system for the preferred
securities is discontinued.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">To facilitate subsequent transfers, the preferred
securities will be registered in the name of DTC&#146;s
partnership nominee, Cede&nbsp;&#38; Co., or such other names as
may be requested by an authorized representative of DTC. The
deposit of the preferred securities with DTC and their
registration in the name of Cede&nbsp;&#38; Co., or such other
DTC nominee, doesn&#146;t effect any change in the beneficial
ownership. DTC will have no knowledge of the actual beneficial
owners of the preferred securities; DTC&#146;s records reflect
only the identity of the direct participants to whose accounts
the preferred securities are credited, which may or may not be
the beneficial owners. The participants will remain responsible
for keeping account of their holdings on behalf of their
customers.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The information in this section concerning DTC
and DTC&#146;s book-entry system has been obtained from sources
that we believe to be accurate, but we and the trust assume no
responsibility for the accuracy thereof. Neither we nor the
trust have any responsibility for the performance by DTC or its
participants of
</FONT>

<P align="center"><FONT size="2">48
</FONT>

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<DIV align="left">
<FONT size="2">their respective obligations as described in this
prospectus or under the rules and procedures governing their
respective operations.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">Notices and Voting</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Conveyance of notices and other communications by
DTC to direct participants, by direct participants to indirect
participants, and by direct and indirect participants to
beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Redemption notices will be sent to
Cede&nbsp;&#38; Co. as the registered holder of the preferred
securities. If less than all of the preferred securities are
being redeemed, the amount to be redeemed will be determined in
accordance with the trust agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Although voting with respect to the preferred
securities is limited to the holders of record of the preferred
securities, in those instances in which a vote is required,
neither DTC nor Cede&nbsp;&#38; Co. will itself consent or vote
with respect to preferred securities. Under its usual
procedures, DTC would mail an omnibus proxy to the property
trustee as soon as possible after the record date. The omnibus
proxy assigns Cede &#38; Co.&#146;s consenting or voting rights
to those direct participants to whose accounts the preferred
securities are credited on the record date.
</FONT>

<P align="left">
<B><FONT size="2">Distribution of Funds</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The property trustee will make distribution
payments on the preferred securities to DTC. DTC&#146;s practice
is to credit direct participants&#146; accounts on the relevant
payment date in accordance with their respective holdings shown
on DTC&#146;s records unless DTC has reason to believe that it
will not receive payments on the payment date. Payments by
participants to beneficial owners will be governed by standing
instructions and customary practices and will be the
responsibility of the participant and not of DTC, the property
trustee, the trust or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of
distributions to DTC is the responsibility of the property
trustee, disbursement of the payments to direct participants is
the responsibility of DTC, and disbursements of the payments to
the beneficial owners is the responsibility of direct and
indirect participants.
</FONT>

<P align="left">
<B><FONT size="2">Successor Depositaries and Termination of
Book-Entry System</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">DTC may discontinue providing its services with
respect to any of the preferred securities at any time by giving
reasonable notice to the property trustee or us. If no successor
securities depositary is obtained, definitive certificates
representing the preferred securities are required to be printed
and delivered. We also have the option to discontinue use of the
system of book-entry transfers through DTC or a successor
depositary. After an event of default under the indenture, the
holders of a majority in liquidation amount of preferred
securities may determine to discontinue the system of book-entry
transfers through DTC. In these events, definitive certificates
for the preferred securities will be printed and delivered.
</FONT>

<P align="center"><FONT size="2">49
</FONT>
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<P align="center">
<B><FONT size="2">DESCRIPTION OF THE GUARANTEE</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred securities guarantee agreement will
be executed and delivered by us concurrently with the issuance
of the preferred securities for the benefit of the holders of
the preferred securities. The guarantee agreement will be
qualified as an indenture under the Trust Indenture Act.
Wilmington Trust Company, the guarantee trustee, will act as
trustee for purposes of complying with the provisions of the
Trust Indenture Act, and will also hold the guarantee for the
benefit of the holders of the preferred securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following discussion contains a description
of the material provisions of the guarantee and is subject to,
and is qualified in its entirety by reference to, the guarantee
agreement and the Trust Indenture Act. We urge prospective
investors to read the form of the guarantee agreement, which has
been filed as an exhibit to the registration statement of which
this prospectus forms a part.
</FONT>

<P align="left">
<B><FONT size="2">General</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We agree to pay in full on a subordinated basis,
to the extent described in the guarantee agreement, the
guarantee payments, as defined below, to the holders of the
preferred securities, as and when due, regardless of any
defense, right of set-off or counterclaim that the trust may
have or assert other than the defense of payment.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following payments with respect to the
preferred securities are called the &#147;guarantee
payments&#148; and, to the extent not paid or made by the trust
and to the extent that the trust has funds available for those
distributions, will be subject to the guarantee:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
        <TD width="3%"></TD>
        <TD width="1%"></TD>
        <TD width="96%"></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
        <TD align="left">
        <FONT size="2">any accumulated and unpaid distributions required
        to be paid on the preferred securities;
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
        <TD align="left">
        <FONT size="2">with respect to any preferred securities called
        for redemption, the redemption price; and
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
        <TD align="left">
        <FONT size="2">upon a voluntary or involuntary dissolution,
        winding up or termination of the trust, other than in connection
        with the distribution of debentures to the holders of preferred
        securities in exchange for preferred securities, the lesser of:
        </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
        <TD width="6%"></TD>
        <TD width="4%"></TD>
        <TD width="90%"></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD><FONT size="2">(a)&nbsp;</FONT></TD>
        <TD align="left">
        <FONT size="2">the amount of the liquidation
        distribution; and
        </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
        <TD width="6%"></TD>
        <TD width="4%"></TD>
        <TD width="90%"></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD><FONT size="2">(b)&nbsp;</FONT></TD>
        <TD align="left">
        <FONT size="2">the amount of assets of the trust remaining
        available for distribution to holders of preferred securities in
        liquidation of the trust.
        </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may satisfy our obligations to make a
guarantee payment by making a direct payment of the required
amounts to the holders of the preferred securities or by causing
the trust to pay the amounts to the holders.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The guarantee agreement is a guarantee, on a
subordinated basis, of the guarantee payments, but the guarantee
only applies to the extent the trust has funds available for
those distributions. If we do not make interest payments on the
debentures purchased by the trust, the trust will not have funds
available to make the distributions and will not pay
distributions on the preferred securities.
</FONT>

<P align="left">
<B><FONT size="2">Status of the Guarantee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The guarantee constitutes our unsecured
obligation that ranks subordinate and junior in right of payment
to all of our senior and subordinated debt in the same manner as
the debentures. We expect to incur additional indebtedness in
the future, although we have no specific plans in this regard
presently and, except in certain circumstances, neither the
indenture nor the trust agreement limits the amounts of senior
and subordinated debt that we may incur.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The guarantee constitutes a guarantee of payment
and not of collection. If we fail to make guarantee payments
when required, holders of preferred securities may institute a
legal proceeding directly against us to enforce their rights
under the guarantee without first instituting a legal proceeding
against the trust, the guarantee trustee or any other person or
entity.
</FONT>

<P align="center"><FONT size="2">50
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The guarantee will not be discharged except by
payment of the guarantee payments in full to the extent not paid
by the trust or upon distribution of the debentures to the
holders of the preferred securities. Because we are a holding
company, our right to participate in any distribution of assets
of any subsidiary upon the subsidiary&#146;s liquidation or
reorganization or otherwise is subject to the prior claims of
creditors of that subsidiary, except to the extent we may be
recognized as a creditor of that subsidiary. Our obligations
under the guarantee, therefore, will be effectively subordinated
to all existing and future liabilities of our subsidiaries, and
claimants should look only to our assets for payments under the
guarantee.
</FONT>

<P align="left">
<B><FONT size="2">Amendments</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Except with respect to any changes that do not
materially adversely affect the rights of holders of the
preferred securities, in which case no vote will be required,
the guarantee may be amended only with the prior approval of the
holders of a majority of the aggregate liquidation amount of the
outstanding preferred securities. See &#147;Description of the
Preferred Securities&nbsp;&#151; Voting Rights; Amendment of
Trust Agreement&#148; beginning on page&nbsp;35.
</FONT>

<P align="left">
<B><FONT size="2">Events of Default; Remedies</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">An event of default under the guarantee agreement
will occur upon our failure to make any required guarantee
payments or to perform any other obligations under the
guarantee. The holders of a majority in aggregate liquidation
amount of the preferred securities will have the right to direct
the time, method and place of conducting any proceeding for any
remedy available to the guarantee trustee in respect of the
guarantee and may direct the exercise of any power conferred
upon the guarantee trustee under the guarantee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any holder of preferred securities may institute
and prosecute a legal proceeding directly against us to enforce
its rights under the guarantee without first instituting a legal
proceeding against the trust, the guarantee trustee or any other
person or entity.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are required to provide to the guarantee
trustee annually a certificate as to whether or not we are in
compliance with all of the conditions and covenants applicable
to us under the guarantee agreement.
</FONT>

<P align="left">
<B><FONT size="2">Termination of the Guarantee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The guarantee will terminate and be of no further
force and effect upon:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">full payment of the redemption price of the
	preferred securities;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">full payment of the amounts payable upon
	liquidation of the trust; or
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">distribution of the debentures to the holders of
	the preferred securities.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If at any time any holder of the preferred
securities must restore payment of any sums paid under the
preferred securities or the guarantee, the guarantee will
continue to be effective or will be reinstated with respect to
such amounts.
</FONT>

<P align="left">
<B><FONT size="2">Information Concerning the Guarantee
Trustee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The guarantee trustee, other than during the
occurrence and continuance of our default in performance of the
guarantee, undertakes to perform only those duties as are
specifically set forth in the guarantee. When an event of
default has occurred and is continuing, the guarantee trustee
must exercise the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own
affairs. Subject to those provisions, the guarantee trustee is
under no obligation to exercise any of the powers vested in it
by the guarantee at the request of any holder of any preferred
securities unless it is offered reasonable indemnity against the
costs, expenses and liabilities that might be incurred thereby.
</FONT>

<P align="center"><FONT size="2">51
</FONT>

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<P align="left">
<B><FONT size="2">Expense Agreement</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will, pursuant to the agreement as to expenses
and liabilities entered into by us and the trust, irrevocably
and unconditionally guarantee to each person or entity to whom
the trust becomes indebted or liable, the full payment of any
costs, expenses or liabilities of the trust, other than
obligations of the trust to pay to the holders of the preferred
securities or other similar interests in the trust of the
amounts due to the holders pursuant to the terms of the
preferred securities or other similar interests, as the case may
be. Third party creditors of the trust may proceed directly
against us under the expense agreement, regardless of whether
they had notice of the expense agreement.
</FONT>

<P align="left">
<B><FONT size="2">Governing Law</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The guarantee will be governed by Missouri law.
</FONT>

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<P align="center">
<B><FONT size="2">RELATIONSHIP AMONG THE PREFERRED
SECURITIES,</FONT></B>

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<DIV align="center">
<B><FONT size="2">THE DEBENTURES AND THE GUARANTEE</FONT></B>
</DIV>

<P align="left">
<B><FONT size="2">Full and Unconditional Guarantee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We irrevocably guarantee, as and to the extent
described in this prospectus, payments of distributions and
other amounts due on the preferred securities, to the extent the
trust has funds available for the payment of these amounts. We
and the trust believe that, taken together, our obligations
under the debentures, the indenture, the trust agreement, the
expense agreement and the guarantee agreement provide, in the
aggregate, a full, irrevocable and unconditional guarantee, on a
subordinated basis, of payment of distributions and other
amounts due on the preferred securities. No single document
standing alone or operating in conjunction with fewer than all
of the other documents constitutes a guarantee. It is only the
combined operation of these documents that has the effect of
providing a full, irrevocable and unconditional guarantee of the
obligations of the trust under the preferred securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If and to the extent that we do not make payments
on the debentures, the trust will not pay distributions or other
amounts due on the preferred securities. The guarantee does not
cover payment of distributions when the trust does not have
sufficient funds to pay the distributions. In this event, the
remedy of a holder of preferred securities is to institute a
legal proceeding directly against us for enforcement of payment
of the distributions to the holder. Our obligations under the
guarantee are subordinated and junior in right of payment to all
of our other indebtedness.
</FONT>

<P align="left">
<B><FONT size="2">Sufficiency of Payments</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As long as payments of interest and other
payments are made when due on the debentures, these payments
will be sufficient to cover distributions and other payments due
on the preferred securities, primarily because:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the aggregate principal amount of the debentures
	will be equal to the sum of the stated liquidation amount of the
	trust securities;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the interest rate and interest and other payment
	dates on the debentures will match the distribution rate and
	distribution and other payment dates for the preferred
	securities;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">we will pay for any and all costs, expenses and
	liabilities of the trust, except the obligations of the trust to
	pay to holders of the preferred securities the amounts due to
	the holders pursuant to the terms of the preferred securities;
	and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the trust will not engage in any activity that is
	not consistent with the limited purposes of the trust.
	</FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">52
</FONT>

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<P align="left">
<B><FONT size="2">Enforcement Rights of Holders of Preferred
Securities</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder of any preferred security may institute
a legal proceeding directly against us to enforce its rights
under the guarantee without first instituting a legal proceeding
against the guarantee trustee, the trust or any other person. A
default or event of default under any of our senior or
subordinated debt would not constitute a default or event of
default under the trust agreement. In the event, however, of
payment defaults under, or acceleration of, our senior or
subordinated debt, the subordination provisions of the indenture
provide that no payments may be made in respect of the
debentures until the obligations have been paid in full or any
payment default has been cured or waived. Failure to make
required payments on the debentures would constitute an event of
default under the trust agreement.
</FONT>

<P align="left">
<B><FONT size="2">Limited Purpose of the Trust</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred securities evidence preferred
undivided beneficial interests in the assets of the trust. The
trust exists for the exclusive purposes of issuing the trust
securities, investing the proceeds thereof in debentures and
engaging in only those other activities necessary, advisable or
incidental thereto. A principal difference between the rights of
a holder of a preferred security and the rights of a holder of a
debenture is that a holder of a debenture is entitled to receive
from us the principal amount of and interest accrued on
debentures held, while a holder of preferred securities is
entitled to receive distributions from the trust, or from us
under the guarantee agreement, if and to the extent the trust
has funds available for the payment of the distributions.
</FONT>

<P align="left">
<B><FONT size="2">Rights Upon Termination</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Upon any voluntary or involuntary termination,
winding-up or liquidation of the trust involving the liquidation
of the debentures, the holders of the preferred securities will
be entitled to receive, out of assets held by the trust, the
liquidation distribution in cash. See &#147;Description of the
Preferred Securities&nbsp;&#151; Liquidation Distribution Upon
Termination&#148; beginning on page&nbsp;32.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Upon our voluntary or involuntary liquidation or
bankruptcy, the property trustee, as holder of the debentures,
would be a subordinated creditor of ours. Therefore, the
property trustee would be subordinated in right of payment to
all of our senior and subordinated debt, but is entitled to
receive payment in full of principal and interest before any of
our stockholders receive payments or distributions. Since we are
the guarantor under the guarantee and have agreed to pay for all
costs, expenses and liabilities of the trust other than the
obligations of the trust to pay to holders of the preferred
securities the amounts due to the holders pursuant to the terms
of the preferred securities, the positions of a holder of the
preferred securities and a holder of the debentures relative to
our other creditors and to our stockholders in the event of
liquidation or bankruptcy are expected to be substantially the
same.
</FONT>

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<P align="center">
<B><FONT size="2">FEDERAL INCOME TAX CONSEQUENCES</FONT></B>

<P align="left">
<B><FONT size="2">General</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following summary of the material federal
income tax considerations that may be relevant to the purchasers
of preferred securities, insofar as the discussion relates to
matters of law and legal conclusions, represents the opinion of
Bryan Cave LLP, counsel to Stifel Financial Corp. and the trust.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This summary is based upon current provisions of
the Internal Revenue Code of 1986, as amended (the
&#147;Code&#148;), Treasury regulations issued thereunder and
current administrative rulings and court decisions, all of which
are subject to change at any time, with possible retroactive
effect. Subsequent changes may cause tax consequences to vary
substantially from the consequences described below.
Furthermore, the authorities on which the following summary is
based are subject to various interpretations, and it is
therefore possible that the federal income tax treatment of the
purchase, ownership and disposition of preferred securities may
differ from the treatment described below. An opinion of Bryan
Cave LLP is not binding on the Internal Revenue Service
(&#147;IRS&#148;) or the courts. No
</FONT>

<P align="center"><FONT size="2">53
</FONT>

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<DIV align="left">
<FONT size="2">rulings have been or are expected to be sought
from the IRS with respect to any of the matters described
herein. We can give no assurance that the opinions expressed
will not be challenged by the IRS or, if challenged, that the
challenge will not be successful.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">No attempt has been made in the following
discussion to comment on all federal income tax matters
affecting purchasers of preferred securities. Moreover, the
discussion addresses only holders of preferred securities who
are individual citizens or residents of the United States and
trusts and estates whose federal taxable income is taxed in the
same manner as individual citizens or residents of the United
States, and who acquire preferred securities on their original
issue at their initial offering price and hold such preferred
securities as capital assets. The discussion does not address
the tax consequences that may be relevant to holders who may be
subject to special tax treatment, such as, for example, banks,
thrifts, real estate investment trusts, regulated investment
companies, insurance companies, dealers in securities or
currencies, tax-exempt investors or persons that will hold the
preferred securities as a position in a &#147;straddle,&#148; as
part of a &#147;synthetic security&#148; or &#147;hedge,&#148;
as part of a &#147;conversion transaction&#148; or other
integrated investment, or as other than a capital asset. The
following discussion also does not address the tax consequences
to persons that have a functional currency other than the U.S.
dollar or the tax consequences to stockholders, partners or
beneficiaries of a holder of preferred securities. Further, it
does not include any description of any alternative minimum tax
consequences or discuss the tax laws of any state or local
government or of any foreign government that may be applicable
to the preferred securities. Accordingly, each prospective
investor should consult, and should rely exclusively on, the
investor&#146;s own tax advisors in analyzing the federal,
state, local and foreign tax consequences of the purchase,
ownership or disposition of preferred securities.
</FONT>

<P align="left">
<B><FONT size="2">Classification of the Debentures</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Bryan Cave LLP, counsel for Stifel Financial
Corp. and the trust, has rendered its opinion that the
debentures will be classified for federal income tax purposes as
indebtedness of Stifel Financial Corp. under current law, and,
by acceptance of a preferred security, you, as a holder,
covenant to treat the debentures as indebtedness and the
preferred securities as evidence of an indirect beneficial
ownership interest in the debentures. No assurance can be given,
however, that this position will not be challenged by the IRS
or, if challenged, that the challenge will not be successful.
The remainder of this discussion assumes that the debentures
will be classified for federal income tax purposes as
indebtedness of Stifel Financial Corp.
</FONT>

<P align="left">
<B><FONT size="2">Classification of the Trust</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Bryan Cave LLP, counsel for Stifel Financial
Corp. and the trust, has rendered its opinion that, under
current law and assuming full compliance with the terms of the
trust agreement and indenture, the trust will be classified for
federal income tax purposes as a grantor trust and not as an
association taxable as a corporation. Accordingly, the trust
will not be subject to federal income tax, and you, as a holder
of preferred securities will be treated for federal income tax
purposes as owning an undivided beneficial interest in the
debentures. You will be required to include in your gross income
any interest with respect to the debentures at the time such
interest is accrued or is received, in accordance with your
regular method of accounting. If the debentures were determined
to be subject to the original issue discount (&#147;OID&#148;)
rules (as discussed below), you, as a holder, would instead be
required to include in your gross income any OID accrued with
respect to your allocable share of the debentures, whether or
not cash was actually distributed to you.
</FONT>

<P align="left">
<B><FONT size="2">Interest Payment Period and Original Issue
Discount</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the indenture we have the right to defer
the payment of interest on the debentures at any time or from
time to time for one or more deferral periods not exceeding
twenty (20)&nbsp;consecutive quarterly periods each, provided
that no deferral period shall end on a date other than an
interest payment date or extend beyond June&nbsp;30, 2032. Under
applicable Treasury regulations, debt instruments such as the
debentures, that are issued at face value will not be considered
issued with OID, even if their issuer can
</FONT>

<P align="center"><FONT size="2">54
</FONT>

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<DIV align="left">
<FONT size="2">defer payments of interest, if the likelihood of
any deferral is remote. A debt instrument will generally be
treated as issued with OID if the stated interest on the
instrument does not constitute &#147;qualified stated
interest.&#148; Qualified stated interest is generally any one
of a series of stated interest payments on an instrument that
are unconditionally payable at least annually at a single fixed
rate. In determining whether stated interest on an instrument is
unconditionally payable and thus constitutes qualified stated
interest, remote contingencies as to the timely payment of
stated interest are ignored.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have concluded that the likelihood that we
would exercise our option to defer payments of interest on the
debentures is remote, since exercising that option would prevent
us from declaring dividends on any of our capital stock and from
making any payments with respect to debt securities that rank
equally with or junior to the debentures. Accordingly, we intend
to take the position that the debentures will not be considered
to be issued with OID by reason of the deferral option alone,
and accordingly, stated interest on the debentures generally
will be included in your income as ordinary income at the time
it is paid or accrued in accordance with your regular method of
accounting.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the likelihood that we would exercise the
option to defer any payment of interest was determined not to be
&#147;remote&#148; or if we actually exercise our option to
defer the payment of interest, the debentures would be treated
as issued with OID at the time of issuance or at the time of
such exercise, as the case may be, and all stated interest on
the debentures would thereafter be treated as OID as long as the
debentures remained outstanding. In such event, all of your
taxable interest income in respect of the debentures would
constitute OID that would have to be included in income on an
economic accrual basis before the receipt of the cash
attributable to such income, regardless of your method of tax
accounting, and actual cash distributions of stated interest
would not be reported as taxable income. The amount of such
includible OID could be significant. Consequently, you, as a
holder of preferred securities would be required to include such
OID in gross income even though we would not make any actual
cash payments during an extension period.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">No rulings or other interpretations have been
issued by the IRS which have addressed the meaning of the term
&#147;remote&#148; as used in the Treasury regulations, and it
is possible that the IRS could take a position contrary to the
interpretation described in this section.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Because income on the preferred securities will
constitute interest, corporate holders of preferred securities
will not be entitled to a dividends-received deduction with
respect to any income recognized with respect to the preferred
securities.
</FONT>

<P align="left">
<B><FONT size="2">Receipt of Debentures or Cash Upon Liquidation
of the Trust</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will have the right at any time to liquidate
the trust and cause the debentures to be distributed to holders
of the preferred securities. Under current federal income tax
law, such a distribution would be treated as a nontaxable event
to the holder and would result in the holder having an aggregate
tax basis in the debentures received in the liquidation equal to
the holder&#146;s aggregate tax basis in the preferred
securities immediately before the distribution. A holder&#146;s
holding period in debentures received in liquidation of the
trust would include the period for which the holder held the
preferred securities. If, however, an event occurs which results
in the trust being treated as an association taxable as a
corporation, the distribution would likely constitute a taxable
event to holders of the preferred securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The debentures may be redeemed for cash, and the
proceeds of that redemption distributed to holders in redemption
of their preferred securities. Under current federal income tax
law, such a redemption should, to the extent that it constitutes
a complete redemption, constitute a taxable disposition of the
redeemed preferred securities, and, for federal income tax
purposes, a holder should therefore recognize gain or loss as if
the holder sold the preferred securities for cash.
</FONT>

<P align="left">
<B><FONT size="2">Disposition of Preferred Securities</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder that sells preferred securities will
recognize gain or loss equal to the difference between the
amount realized on the sale of the preferred securities and the
holder&#146;s adjusted tax basis in the preferred
</FONT>

<P align="center"><FONT size="2">55
</FONT>

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<DIV align="left">
<FONT size="2">securities. A holder&#146;s adjusted tax basis in
the preferred securities generally will be its initial purchase
price increased by OID, if any, previously includible in the
holder&#146;s gross income to the date of disposition, and
decreased by payments, if any, received on the preferred
securities in respect of OID to the date of disposition. A gain
or loss of this kind will generally be a capital gain or loss
and will be a long-term capital gain or loss if the preferred
securities have been held for more than one year at the time of
sale.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred securities may trade at a price
that does not accurately reflect the value of accrued but unpaid
interest with respect to the underlying debentures. A holder
that disposes of its preferred securities between record dates
for payments of distributions thereon will be required to
include accrued but unpaid interest on the debentures through
the date of disposition in income as ordinary income, and to add
the amount to its adjusted tax basis in the disposed preferred
securities. Any OID included in income will increase a
holder&#146;s adjusted tax basis as discussed above. To the
extent the amount realized on the sale is less than the
holder&#146;s adjusted tax basis in the preferred securities
sold, a holder will recognize a capital loss. Subject to certain
limited exceptions, capital losses cannot be applied to offset
ordinary income for federal income tax purposes.
</FONT>

<P align="left">
<B><FONT size="2">Effect of Possible Changes in Tax
Laws</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Congress has considered certain proposed tax law
changes in the past that would, among other things, generally
deny corporate issuers a deduction for interest in respect of
certain debt obligations if the debt obligations are not shown
as indebtedness on the issuer&#146;s consolidated balance sheet.
Specifically, on January&nbsp;24, 2002, Congressman Rangel
introduced a bill to amend the Code generally to prohibit the
deduction of interest by any corporation which is required to
file an annual report with certified financial statements with
the SEC, for any indebtedness of such corporation if such
indebtedness is now shown in the corporation&#146;s annual
report as part of its total liabilities. Although this recent
and other proposed tax law changes have not been enacted into
law, there can be no assurance that such tax law changes will
not be enacted in the future, after the date hereof, which may
adversely affect our ability to deduct interest paid on the
debentures. The IRS may also challenge the deductibility of
interest paid on the debentures, which, if such challenge were
litigated resulting in the IRS&#146;s position being sustained,
would trigger a Tax Event and possibly a redemption of the
preferred securities. Accordingly, there can be no assurance
that a Tax Event will not occur.
</FONT>

<P align="left">
<B><FONT size="2">Backup Withholding and Information
Reporting</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Interest paid, or, if applicable, OID accrued, on
the preferred securities held of record by individual citizens
or residents of the United States, or certain trusts, estates
and partnerships, will be reported to the IRS on
Forms&nbsp;1099-INT, or, where applicable, Forms&nbsp;1099-OID,
which forms should be mailed to the holders by January&nbsp;31
following each calendar year. Payments made on, and proceeds
from the sale of, the preferred securities may be subject to a
&#147;backup&#148; withholding tax (currently at 30%) unless the
holder complies with certain identification and other
requirements. Any amounts withheld under the backup withholding
rules will be allowed as a refund or credit against the
holder&#146;s federal income tax liability, provided the
required information is provided to the IRS.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">The federal income tax discussion set forth
above is included for general information only and may not be
applicable depending upon the particular situation of a holder
of preferred securities. Holders of preferred securities should
consult their own tax advisors with respect to the tax
consequences to them of the purchase, ownership and disposition
of the preferred securities, including the tax consequences
under state, local, foreign and other tax laws and the possible
effects of changes in federal or other tax laws.</FONT></B>

<!-- link1 "ERISA CONSIDERATIONS" -->
<DIV align="left"><A NAME="013"></A></DIV>

<P align="center">
<B><FONT size="2">ERISA CONSIDERATIONS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Employee benefit plans that are subject to the
Employee Retirement Income Security Act of 1974
(&#147;ERISA&#148;), or Section&nbsp;4975 of the Code, generally
may purchase preferred securities, subject to the investing
fiduciary&#146;s determination that the investment in preferred
securities satisfies ERISA&#146;s fiduciary standards and other
requirements applicable to investments by the plan. We and
certain of our affiliates
</FONT>

<P align="center"><FONT size="2">56
</FONT>

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<DIV align="left">
<FONT size="2">may each be considered a &#147;party in
interest&#148; within the meaning of ERISA or a
&#147;disqualified person&#148; within the meaning of
Section&nbsp;4975 of the Code with respect to many employee
benefit plans that are subject to ERISA. The purchase of the
preferred securities by a plan that is subject to the fiduciary
responsibility provisions of ERISA or the prohibited transaction
provisions of ERISA and the Code and with respect to which
either we, or any affiliate of ours, is a service provider, or
otherwise is a party in interest or a disqualified person, may
constitute or result in a prohibited transaction under ERISA or
the Code, unless the preferred securities are acquired pursuant
to and in accordance with an applicable exemption.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any plan fiduciary considering whether to
purchase or hold any preferred securities on behalf of a plan
should consult with its counsel regarding the applicability of
the fiduciary responsibility and prohibited transaction
provisions of ERISA and the prohibited transaction provisions of
the Code to such investment. Among other things, before
purchasing any preferred securities, a fiduciary of a plan that
is subject to the fiduciary responsibility and prohibited
transaction provisions of ERISA or to the prohibited transaction
provisions of the Code should make its own determination as to
its compliance with such applicable provisions, together with
the availability, if needed, of the exemptive relief provided in
an exemption.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, a plan fiduciary considering the
purchase of preferred securities should be aware that the assets
of the trust may be considered &#147;plan assets&#148; for ERISA
purposes. In such event, any persons exercising discretion with
respect to the debentures may become fiduciaries, parties in
interest or disqualified persons with respect to an investing
plan. Accordingly, each investing plan, by purchasing the
preferred securities, will be deemed to have directed the trust
to invest in the debentures, consented to the appointment of the
property trustee, and made its own determination as to the
plan&#146;s compliance with the applicable provisions of ERISA
and the Code, insofar as they relate to persons exercising
discretion with respect to the preferred securities.
</FONT>

<P align="center"><FONT size="2">57
</FONT>

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<!-- link1 "UNDERWRITING" -->
<DIV align="left"><A NAME="014"></A></DIV>

<P align="center">
<B><FONT size="2">UNDERWRITING</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Subject to the terms and conditions of the
underwriting agreement among us, the trust and the underwriters
named below, for whom Legg Mason Wood Walker, Incorporated,
Stifel, Nicolaus &#38; Company, Incorporated, and Friedman,
Billings, Ramsey &#38; Co., Inc. are acting as representatives,
the underwriters have severally agreed to purchase from the
trust, and the trust has agreed to sell to them, an aggregate of
1,000,000 preferred securities in the amounts set forth below
opposite their names.
</FONT>

<CENTER>
<TABLE width="70%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="81%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Number of</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="2"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Underwriters</FONT></B></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Securities</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Legg Mason Wood Walker, Incorporated
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Stifel, Nicolaus &#38; Company, Incorporated
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Friedman, Billings, Ramsey &#38; Co.,
	Inc.&nbsp;</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1,000,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the terms and conditions of the
underwriting agreement, the underwriters are committed to accept
and pay for all of the preferred securities, if any are taken.
If an underwriter defaults, the underwriting agreement provides
that the purchase commitments of the non-defaulting underwriters
may be increased or, in certain cases, the underwriting
agreement may be terminated. In the underwriting agreement, the
obligations of the underwriters are subject to approval of
certain legal matters by their counsel, including the
authorization and the validity of the preferred securities, and
to other conditions contained in the underwriting agreement,
such as receipt by the underwriters of officers&#146;
certificates and legal opinions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The underwriters propose to offer the preferred
securities directly to the public at the public offering price
set forth on the cover page of this prospectus, and to certain
securities dealers (who may include the underwriters) at this
price, less a concession not in excess of
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;per
preferred security. The underwriters may allow, and the selected
dealers may reallow, a concession not in excess of
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;per
preferred security to certain brokers and dealers. After the
preferred securities are released for sale to the public, the
offering price and other selling terms may, from time to time,
be changed by the underwriters.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust has granted to the underwriters an
option, exercisable within 30 days after the date of this
prospectus, to purchase up to 150,000 additional preferred
securities at the same price per preferred security to be paid
by the underwriters for the other preferred securities being
offered as set forth in the table below. If the underwriters
purchase any of the additional preferred securities under this
option, each underwriter will be committed to purchase the
additional preferred securities in approximately the same
proportion allocated to them in the table above. The
underwriters may exercise the option only for the purpose of
covering over-allotments, if any, made in connection with the
distribution of the preferred securities being offered.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the underwriters exercise their option to
purchase additional preferred securities, the trust will issue
and sell to us additional common securities, and we will issue
and sell to the trust, debentures in an aggregate principal
amount equal to the total aggregate liquidation amount of the
additional preferred securities being purchased under the option
and the additional common securities sold to us.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The table below shows the price and proceeds on a
per preferred security and aggregate basis. The proceeds to be
received by the trust, as shown in the table below, do not
reflect estimated expenses of $275,000 payable by us. See
&#147;Use of Proceeds&#148; on page&nbsp;21.
</FONT>

<P align="center"><FONT size="2">58
</FONT>
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<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="48%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Total with</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Exercise of</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Per</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Over-Allotment</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Preferred Security</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Total</FONT></B></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><B><FONT size="1">Option</FONT></B></TD><TD></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
	<TD></TD>
	<TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Public offering price
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">25.00</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">25,000,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">28,750,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Proceeds, before expenses, to the trust
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">25.00</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">25,000,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">28,750,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Underwriting commission
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Net proceeds to Stifel Financial Corp.
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The offering of the preferred securities is made
for delivery when, as and if accepted by the underwriters and
subject to prior sale and to withdrawal, cancellation or
modification of the offering without notice. The underwriters
reserve the right to reject any order for the purchase of the
preferred securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We and the trust have agreed to indemnify the
underwriters against several liabilities, including liabilities
under the Securities Act of 1933. Generally, the indemnification
provisions in the underwriting agreement provide for full
indemnification of the underwriters in actions related to the
disclosure in this prospectus unless such disclosure was
provided by the underwriters specifically for use in this
prospectus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have applied to have the preferred securities
listed for trading on the New York Stock Exchange under the
symbol &#147;SFPr.A&#148;, and trading is expected to commence
within 30&nbsp;days after initial delivery of the preferred
securities. The representatives have advised us that they
presently intend to make a market in the preferred securities
after the commencement of trading on the New York Stock
Exchange. However, we cannot assure you as to the liquidity of
the preferred securities or that an active and liquid market
will develop or, if developed, that the market will continue.
The offering price and distribution rate have been determined by
negotiations between the underwriters and us, and the offering
price of the preferred securities may not be indicative of the
market price following the offering. The representatives will
have no obligation to make a market in the preferred securities,
however, and may cease market-making activities, if commenced,
at any time.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In connection with the offering, the underwriters
may engage in transactions that are intended to stabilize,
maintain or otherwise affect the price of the preferred
securities during and after the offering, such as the following:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the underwriters may over-allot or otherwise
	create a short position in the preferred securities for their
	own account by selling more preferred securities than have been
	sold to them;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the underwriters may elect to cover any short
	position by purchasing preferred securities in the open market
	or by exercising the over-allotment option;
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the underwriters may stabilize or maintain the
	price of the preferred securities by bidding; and
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">the underwriters may impose penalty bids, under
	which selling concessions allowed to syndicate members or other
	broker-dealers participating in this offering are reclaimed if
	preferred securities previously distributed in the offering are
	repurchased in connection with stabilization transactions or
	otherwise.
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The effect of these transactions may be to
stabilize or maintain the market price of the preferred
securities at a level above that which might otherwise prevail
in the open market. The imposition of a penalty bid may also
affect the price of the preferred securities to the extent that
it discourages resales. No representation is made as to the
magnitude or effect of any such stabilization or other
transactions. Such transactions may be effected on the New York
Stock Exchange or otherwise and, if commenced, may be
discontinued at any time.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Because the National Association of Securities
Dealers, Inc. may view the preferred securities as interests in
a direct participation program, the offer and sale of the
preferred securities is being made in compliance with the
provisions of Rule&nbsp;2810 under the NASD Conduct Rules.
</FONT>

<P align="center"><FONT size="2">59
</FONT>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Certain of the underwriters and their affiliates
have, from time to time, performed investment banking and other
services for us in the ordinary course of business and have
received fees from us for their services.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Stifel Nicolaus, our wholly-owned subsidiary, is
also an underwriter. Therefore, the underwriting arrangements
for the offering will comply with Conduct Rule&nbsp;2720
(formerly Schedule&nbsp;E to the By-Laws) of the NASD
(&#147;Rule 2720&#148;), which provides that, among other
things, when an NASD member participates in the underwriting of
an affiliate&#146;s securities, the initial public offering
price of the securities being offered can be no higher or the
yield on the securities being offered can be no lower than that
recommended by a &#147;qualified independent underwriter&#148;
meeting certain standards. In accordance with this requirement,
Legg Mason Wood Walker, Incorporated is serving in such role and
has recommended a price of and will recommend a distribution
rate on the preferred securities in compliance with the
requirements of Rule&nbsp;2720. In connection with the offering,
Legg Mason Wood Walker, Incorporated in its role as qualified
independent underwriter has performed due diligence
investigations and reviewed and participated in the preparation
of this prospectus and the registration statement of which this
prospectus forms a part. In addition, the underwriters may not
confirm sales to any discretionary account without the prior
specific written approval of the customer.
</FONT>

<!-- link1 "LEGAL MATTERS" -->
<DIV align="left"><A NAME="015"></A></DIV>

<P align="center">
<B><FONT size="2">LEGAL MATTERS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Certain legal matters, including matters relating
to federal income tax considerations, for Stifel Financial Corp.
and the trust will be passed upon by Bryan Cave LLP, St. Louis,
Missouri, counsel to Stifel Financial Corp. and the trust. John
J. Goebel, senior counsel to Bryan Cave LLP, is a director of
Stifel Financial Corp. and beneficially owns 31,753 shares of
our common stock, as of March&nbsp;15, 2002. Bryan Cave LLP from
time to time serves as legal counsel to various of the
underwriters, including Stifel Nicolaus. Certain legal matters
will be passed upon for the underwriters by Vedder, Price,
Kaufman &#38; Kammholz, Chicago, Illinois. Vedder, Price,
Kaufman &#38; Kammholz and Bryan Cave LLP will rely on the
opinion of Richards, Layton &#38; Finger, P.A. as to certain
matters of Delaware law.
</FONT>

<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="016"></A></DIV>

<P align="center">
<B><FONT size="2">EXPERTS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The consolidated financial statements and the
related financial statement schedules incorporated in this
registration statement by reference from our Annual Report on
Form 10-K for the year ended December&nbsp;31, 2001 have been
audited by Deloitte &#38; Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in
accounting and auditing.
</FONT>

<!-- link1 "WHERE YOU CAN FIND MORE INFORMATION" -->
<DIV align="left"><A NAME="017"></A></DIV>

<P align="center">
<B><FONT size="2">WHERE YOU CAN FIND MORE INFORMATION</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This prospectus is a part of a registration
statement on Form&nbsp;S-3 filed by us and the trust with the
SEC under the Securities Act, with respect to the preferred
securities, the debentures and the guarantee. This prospectus
does not contain all the information set forth in the
registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. For
further information with respect to us and the securities
offered by this prospectus, reference is made to the
registration statement, including the exhibits to the
registration statement and documents incorporated by reference.
Statements contained in this prospectus concerning the
provisions of such documents are necessarily summaries of such
documents and each such statement is qualified in its entirety
by reference to the copy of the applicable document filed with
the SEC.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We file periodic reports, proxy statements and
other information with the SEC. Our filings are available to the
public over the Internet at the SEC&#146;s web site at
http://www.sec.gov. You may also inspect and copy these
materials at the public reference facilities of the SEC at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of
such material can be obtained at prescribed rates from
</FONT>

<P align="center"><FONT size="2">60
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trust is not currently subject to the
information reporting requirements of the Securities Exchange
Act of 1934 and, although the trust will become subject to such
requirements upon the effectiveness of the registration
statement, it is not expected that the trust will file separate
reports under the Exchange Act.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Each holder of the trust securities will receive
a copy of our annual report at the same time as we furnish the
annual report to the holders of our common stock.
</FONT>

<!-- link1 "DOCUMENTS INCORPORATED BY REFERENCE" -->
<DIV align="left"><A NAME="018"></A></DIV>

<P align="center">
<B><FONT size="2">DOCUMENTS INCORPORATED BY REFERENCE</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We &#147;incorporate by reference&#148; into this
prospectus the information in documents we file with the SEC,
which means that we can disclose important information to you
through those documents. The information incorporated by
reference is an important part of this prospectus. Some
information contained in this prospectus updates the information
incorporated by reference and some information that we file
subsequently with the SEC will automatically update this
prospectus. We incorporate by reference:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">&#149;&nbsp;</FONT></TD>
	<TD align="left">
	<FONT size="2">our Annual Report on Form&nbsp;10-K for the year
	ended December 31, 2001 (File No.&nbsp;1-9305), filed with the
	SEC on March&nbsp;26, 2002,
	</FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We also incorporate by reference any filings we
make with the SEC under Sections&nbsp;13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the initial filing
of the registration statement that contains this prospectus and
before the time that all of the securities offered in this
prospectus are sold.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">You may request, either orally or in writing, and
we will provide, a copy of these filings at no cost by
contacting James Laschober, in our Corporate Accounting
department, at Stifel Financial Corp., 501 N. Broadway, St.
Louis, Missouri 63102 or by calling (314)&nbsp;342-2000.
</FONT>

<P align="center"><FONT size="2">61
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="center">
<HR size="1" width="100%" align="center" noshade>
</DIV>

<DIV align="center">
<HR size="1" width="100%" align="center" noshade>
</DIV>

<P align="center">
<B><FONT size="5">1,000,000 Preferred Securities</FONT></B>

<P align="center">
<B><FONT size="6">Stifel Financial Capital Trust I</FONT></B>

<P align="center">
<B><FONT size="5">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
Cumulative Trust Preferred Securities</FONT></B>

<DIV align="center">
<B><FONT size="4">(Liquidation Amount $25 Per Preferred
Security)</FONT></B>
</DIV>

<P align="center">
<B><FONT size="4">Fully, irrevocably and unconditionally
guaranteed on a subordinated basis,</FONT></B>

<DIV align="center">
<B><FONT size="4">as described in this prospectus, by</FONT></B>
</DIV>

<P align="center">
<IMG src="c68329c6832929.gif" alt="(STIFEL FINANCIAL LOGO)">

<P align="center">
<B><FONT size="5">Stifel Financial Corp.</FONT></B>

<P align="center">
<B><FONT size="4">$25,000,000</FONT></B>

<DIV align="center">
<B><FONT size="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
Junior Subordinated Debentures</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="4">of</FONT></B>
</DIV>

<P align="center">
<B><FONT size="4">STIFEL FINANCIAL CORP.</FONT></B>

<P align="center">
<HR size="1" width="30%" align="center" noshade>

<P align="center">
<B>PROSPECTUS</B>

<P align="center">
<HR size="1" width="30%" align="center" noshade>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="47%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Legg Mason Wood Walker<BR>
	Incorporated</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="top">
	<B><FONT size="2">Stifel, Nicolaus &#38; Company<BR>
	Incorporated</FONT></B></TD>
</TR>

<TR>
	<TD colspan="3" align="center" valign="top">
	<B><FONT size="2">Friedman Billings Ramsey</FONT></B></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">


<DIV align="center">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2002</FONT></B>
</DIV>

<P align="center">
<HR size="1" width="100%" align="center" noshade>

<DIV align="center">
<HR size="1" width="100%" align="center" noshade>
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "PART II INFORMATION NOT REQUIRED IN PROSPECTUS" -->
<DIV align="left"><A NAME="019"></A></DIV>

<P align="center">
<B><FONT size="2">PART II</FONT></B>

<P align="center">
<B><FONT size="2">INFORMATION NOT REQUIRED IN
PROSPECTUS</FONT></B>

<!-- link2 "Item 14. Other Expenses of Issuance and Distribution." -->
<DIV align="left"><A NAME="020"></A></DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="9%"></TD>
	<TD width="91%"></TD>
</TR>

<TR valign="top">
	<TD><B><FONT size="2">Item&nbsp;14.</FONT></B></TD>
	<TD>
	<B><I><FONT size="2">Other Expenses of Issuance and
	Distribution.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table sets forth the various
expenses payable by Stifel Financial Corp. in connection with
this offering (excluding underwriting discounts and
commissions). All amounts shown except the SEC registration fee,
the NASD filing fee and the NYSE listing fee are estimates.
</FONT>

<CENTER>
<TABLE width="70%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="83%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">SEC registration fee
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,645</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">NASD filing fee
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3,375</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">NYSE listing fee
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">16,963</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Legal fees and expenses
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">100,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Accounting fees and expenses
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">50,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Printing and mailing expenses
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">70,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Blue sky fees and expenses
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2,500</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Trustee fees and expenses
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
	<TD colspan="2" align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Miscellaneous
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">19,517</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="bottom"><FONT size="2">$</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">275,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD colspan="2" align="left"><HR size="4" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<!-- link2 "Item 15. Indemnification of Directors and Officers." -->
<DIV align="left"><A NAME="021"></A></DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="9%"></TD>
	<TD width="91%"></TD>
</TR>

<TR valign="top">
	<TD><B><FONT size="2">Item&nbsp;15.</FONT></B></TD>
	<TD>
	<B><I><FONT size="2">Indemnification of Directors and
	Officers.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following is a summary of Section&nbsp;145 of
the General Corporation Law of the State of Delaware (the
&#147;DGCL&#148;).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Subject to restrictions contained in the DGCL, a
corporation may indemnify any person, who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney&#146;s fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection therewith if such person acted
in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation,
and, in connection with any criminal action or proceeding, had
no reasonable cause to believe that such person&#146;s conduct
was unlawful. A present or former director or officer who is
successful on the merits or otherwise in any suit or matter
covered by the indemnification statute, shall be indemnified.
Indemnification is otherwise authorized upon a determination
that the person to be indemnified has met the applicable
standard of conduct required. Such determination shall be made
by a majority vote of the board of directors who were not
parties to such action, suit or proceeding, even though less
than a quorum, a committee of such directors designated by
majority vote of such directors, even though less than a quorum,
or if there are no such directors, or if such directors so
direct, by special independent counsel in a written opinion, or
by the stockholders. Expenses (including attorneys&#146; fees)
incurred in defense may be paid in advance upon receipt by the
corporation of a written undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined
that the recipient is not entitled to indemnification under the
statute. The indemnification provided by statute is not
exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise,
and shall inure to the benefit of the heirs, executors and
administrators of such person. Insurance may be purchased on
behalf of any person entitled to indemnification by the
corporation against any liability asserted against him or her
and incurred in an official capacity regardless of whether the
person could be indemnified under the statute. References to the
corporation include all constituent corporations absorbed in a
consolidation or merger as well as the resulting corporation,
and anyone seeking
</FONT>

<P align="center"><FONT size="2">II-1
</FONT>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">indemnification by virtue of acting in some
capacity with a constituent corporation would stand in the same
position as if such person had served the resulting or surviving
corporation in the same capacity.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company&#146;s Certificate of Incorporation
provides generally that a director shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i)&nbsp;for any breach of the director&#146;s duty of
loyalty to the corporation or its stockholders, (ii)&nbsp;for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii)&nbsp;under
Section&nbsp;147 of the Delaware General Corporation Law, as
amended, or (iv)&nbsp;for any transaction from which the
director derived an improper personal benefit.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The By-Laws of the Company provide for
indemnification to the maximum extent permitted by the DGCL to
any person made or threatened to be made a party to any action,
suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or
intestate is or was a director, officer or employee of the
corporation or any predecessor of the corporation or serves or
served any other enterprise as a director, officer or employee
at the request of the corporation or a predecessor of the
corporation.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The directors and officers of the Company are
insured under a policy of directors&#146; and officers&#146;
liability insurance.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant
to the foregoing provisions or otherwise, the Company has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and therefore is unenforceable.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the form of Underwriting Agreement filed as
Exhibit&nbsp;1.1 hereto, the underwriters have agreed to
indemnify, under certain circumstances, the Registrants, their
officers, directors and persons who control the Registrants
against certain liabilities which may be incurred in connection
with the offering, including certain liabilities under the
Securities Act of 1933.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Amended and Restated Trust Agreement will
provide for indemnification of the Delaware Trustee and each of
the administrative trustees by the Company against any loss,
damage, claims, liability, penalty or expense incurred without
negligence, bad faith or willful misconduct by the trustees
arising out of or in connection with the acceptance or
administration of the agreement, including the performance of
their duties or powers under the agreement, except that none of
these trustees will be so indemnified for any loss, damage or
claim incurred by reason of such trustee&#146;s gross
negligence, bad faith or willful misconduct. Similarly, the
agreement provides for indemnification of the Property Trustee
except that the Property Trustee is not indemnified from
liability for its own negligence, bad faith or willful
misconduct.
</FONT>

<!-- link2 "Item 16. Exhibits." -->
<DIV align="left"><A NAME="022"></A></DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
        <TD width="9%"></TD>
        <TD width="91%"></TD>
</TR>

<TR valign="top">
        <TD><B><FONT size="2">Item&nbsp;16.</FONT></B></TD>
        <TD>
        <B><I><FONT size="2">Exhibits.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following exhibits are filed as part of this
registration statement.
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="85%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><B><FONT size="1">Exhibit</FONT></B></TD><TD></TD>
        <TD></TD>
        <TD></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><B><FONT size="1">Number</FONT></B></TD><TD></TD>
        <TD></TD>
        <TD align="center" nowrap><B><FONT size="1">Description of Exhibit</FONT></B></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
        <TD></TD>
        <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">1</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Underwriting Agreement among Stifel
        Financial Corp., or &#147;Financial,&#148; and Legg Mason Wood
        Walker, Incorporated, Stifel, Nicolaus &#38; Company,
        Incorporated, and Friedman, Billings, Ramsey&nbsp;&#38; Co.,
        Inc. as representatives of the several underwriters. *
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">3</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Restated Certificate of Incorporation of
        Financial, as amended, incorporated herein by reference to
        Exhibit&nbsp;3(a) to Financial&#146;s Quarterly Report on
        Form&nbsp;10-Q (File No.&nbsp;1-9305) for the quarter ended
        June&nbsp;30, 2001.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">3</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Certificate of Designation, Preferences, and
        Rights of Series&nbsp;A Junior Participating Preferred Stock of
        Financial filed with the Secretary of State of Delaware on
        July&nbsp;10, 1987, incorporated herein by reference to Exhibit
        (3)(a)(3) to Financial&#146;s Annual Report on Form&nbsp;10-K
        (File No. 1-9305) for the year ended July&nbsp;31, 1987.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">3</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Amended and Restated By-Laws of Financial,
        incorporated herein by reference to Exhibit&nbsp;3(b)(1) to
        Financial&#146;s Annual Report on Form&nbsp;10-K (File
        No.&nbsp;1-9305) for fiscal year ended July&nbsp;30, 1993.
        </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">II-2
</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="85%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><B><FONT size="1">Exhibit</FONT></B></TD><TD></TD>
        <TD></TD>
        <TD></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><B><FONT size="1">Number</FONT></B></TD><TD></TD>
        <TD></TD>
        <TD align="center" nowrap><B><FONT size="1">Description of Exhibit</FONT></B></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
        <TD></TD>
        <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Indenture for Junior Subordinated
        Debentures.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Junior Subordinated Debentures, included
        in Exhibit&nbsp;4.1.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Certificate of Trust.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.4</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Trust Agreement.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.5</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Amended and Restated Trust Agreement
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.6</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Preferred Securities Certificate,
        included in Exhibit&nbsp;4.5.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.7</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Preferred Securities Guarantee Agreement.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.8</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Agreement as to Expenses and Liabilities,
        included in Exhibit&nbsp;4.5.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.9</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Preferred Stock Purchase Rights of Financial,
        incorporated herein by reference to Financial&#146;s
        Registration Statement on Form&nbsp;8-A (File No. 1-9305) filed
        July&nbsp;30, 1996.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">5</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Opinion of Bryan Cave LLP. *
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">5</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Opinion of Richards, Layton &#38; Finger, P.A. *
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">8</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Opinion of Bryan Cave LLP, as to certain tax
        matters. *
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">12</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Calculation of Ratios of Earnings to Fixed
        Charges.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">23</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Consent of Deloitte &#38; Touche LLP.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">23</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Consent of Bryan Cave LLP (included in Exhibits
        5.1 and 8.1). *
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">23</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Consent of Richards, Layton &#38; Finger, P.A.
        (included in Exhibit&nbsp;5.2). *
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">24</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Power of Attorney (included in signature page).
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">25</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form&nbsp;T-1 Statement of Eligibility under the
        Trust Indenture Act of 1939, as amended, of Wilmington Trust
        Company, as trustee under the Indenture for Junior Subordinated
        Debentures. *
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">25</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form&nbsp;T-1 Statement of Eligibility under the
        Trust Indenture Act of 1939, as amended, of Wilmington Trust
        Company, as property trustee under the Amended and Restated
        Trust Agreement for Stifel Financial Capital Trust I. *
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">25</FONT></TD>
        <TD align="left" valign="top" nowrap><FONT size="2">.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form&nbsp;T-1 Statement of Eligibility under the
        Trust Indenture Act of 1939, as amended, of Wilmington Trust
        Company, as trustee under the Guarantee Agreement relating to
        Stifel Financial Capital Trust&nbsp;I. *
        </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
        <TD width="2%"></TD>
        <TD width="98%"></TD>
</TR>

<TR valign="top">
        <TD><FONT size="2">*&nbsp;</FONT></TD>
        <TD align="left">
        <FONT size="2">To be filed by amendment
        </FONT></TD>
</TR>

</TABLE>

<!-- link2 "Item 17. Undertakings." -->
<DIV align="left"><A NAME="023"></A></DIV>

<P align="left">
<B><FONT size="2">Item&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Undertakings.</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Each of the undersigned registrants hereby
undertakes:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <FONT size="2">(1)&nbsp;That, for purposes of determining any
        liability under the Securities Act of 1933, each filing of
        Stifel Financial Corp.&#146;s annual report pursuant to
        Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of
        1934 that is incorporated by reference in the registration
        statement shall be deemed to be a new registration statement
        relating to the securities offered therein, and the offering of
        such securities at the time shall be deemed to be the initial
        bona fide offering thereof.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <FONT size="2">(2)&nbsp;That, for purposes of determining any
        liability under the Securities Act of 1933, the information
        omitted from the form of prospectus filed as part of this
        registration statement in reliance upon Rule&nbsp;430A and
        contained in a form of prospectus filed by the registrants
        pursuant to Rule&nbsp;424(b)(1) or (4) or 497(h) under the
        Securities Act of 1933 shall be deemed to be part of this
        registration statement as of the time it was declared effective.
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <FONT size="2">(3)&nbsp;That, for the purpose of determining any
        liability under the Securities Act of 1933, each post-effective
        amendment that contains a form of prospectus shall be deemed to
        be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that
        time shall be deemed to be the initial bona fide offering
        thereof.
        </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">II-3
</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The undersigned registrants hereby undertake to
provide to the underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and
registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Insofar as indemnification for liabilities under
the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrants under
Item&nbsp;15 above, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrants of expenses incurred
or paid by a director, officer, or controlling person of the
registrants in the successful defense of any action, suit, or
proceeding) is asserted against the registrants by such
director, officer, or controlling person in connection with the
securities being registered, the registrants will, unless in the
opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
</FONT>

<P align="center"><FONT size="2">II-4
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="024"></A></DIV>

<P align="center">
<B><FONT size="2">SIGNATURES</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the requirements of the Securities
Act of 1933, Stifel Financial Corp. certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St.
Louis, State of Missouri on this 27th day of March, 2002.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
        <TD width="40%"></TD>
        <TD width="60%"></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="left">
        <FONT size="2">STIFEL FINANCIAL CORP.
        </FONT></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="left">
        <FONT size="2">(Co-Registrant)
        </FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="center">
        <FONT size="2">By:&nbsp;/s/ RONALD J. KRUSZEWSKI
        </FONT></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="right">
        <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="center">
        <FONT size="2">Ronald J. Kruszewski
        </FONT></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="center">
        <I><FONT size="2">Chairman, President and Chief Executive
        Officer</FONT></I></TD>
</TR>

</TABLE>

<P align="center">
<B><FONT size="2">POWER OF ATTORNEY</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and
appoints Ronald&nbsp;J. Kruszewski, James&nbsp;M. Zemlyak and
Thomas&nbsp;A. Prince, and each of them (with full power of each
to act alone), severally, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and her and to execute in his or her
name, place and stead (individually and in any capacity stated
below) any and all amendments to this Registration Statement
(including post-effective amendments), and any additional
registration statement filed pursuant to Rule&nbsp;462(b) under
the Securities Act of 1933, as amended, for the same offering
contemplated by this Registration Statement, and all documents
and instruments necessary or advisable in connection therewith,
and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission (or any other governmental regulatory authority),
each of said attorneys-in-fact and agents to have power to act
with or without the others and to have full power and authority
to do and to perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents and/or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the
following persons on behalf of the registrant in the capacities
indicated and on the dates indicated:
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
        <TD width="17%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="24%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="31%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="19%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="3"></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
</TR>

<TR>
        <TD colspan="3" align="center" nowrap><B><FONT size="1">Signature</FONT></B></TD>
        <TD></TD>
        <TD align="center" nowrap><B><FONT size="1">Title</FONT></B></TD>
        <TD></TD>
        <TD align="center" nowrap><B><FONT size="1">Date</FONT></B></TD>
</TR>

<TR>
        <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
        <TD></TD>
        <TD align="center" nowrap><HR size="1" noshade></TD>
        <TD></TD>
        <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ RONALD J. KRUSZEWSKI<BR>
        <HR size="1" noshade>Ronald J. Kruszewski
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Chairman of the Board, President and Chief
        Executive Officer (Principal Executive Officer), Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ JAMES M. ZEMLYAK<BR>
        <HR size="1" noshade>James M. Zemlyak
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Senior Vice President, Chief Financial Officer
        and Treasurer (Principal Financial and Accounting&nbsp;Officer)
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR>
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ SCOTT B. MCCUAIG<BR>
        <HR size="1" noshade>Scott B. McCuaig
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Senior Vice President and Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">II-5
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
        <TD width="17%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="24%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="31%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="19%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="3"></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
</TR>

<TR>
        <TD colspan="3" align="center" nowrap><B><FONT size="1">Signature</FONT></B></TD>
        <TD></TD>
        <TD align="center" nowrap><B><FONT size="1">Title</FONT></B></TD>
        <TD></TD>
        <TD align="center" nowrap><B><FONT size="1">Date</FONT></B></TD>
</TR>

<TR>
        <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
        <TD></TD>
        <TD align="center" nowrap><HR size="1" noshade></TD>
        <TD></TD>
        <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ BRUCE A. BEDA<BR>
        <HR size="1" noshade>Bruce A. Beda
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ CHARLES A. DILL<BR>
        <HR size="1" noshade>Charles A. Dill
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR>
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ RICHARD F. FORD<BR>
        <HR size="1" noshade>Richard F. Ford
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ JOHN J. GOEBEL<BR>
        <HR size="1" noshade>John J. Goebel
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR>
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ WALTER F. IMHOFF<BR>
        <HR size="1" noshade>Walter F. Imhoff
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ ROBERT E. LEFTON<BR>
        <HR size="1" noshade>Robert E. Lefton
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR>
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ JAMES M. OATES<BR>
        <HR size="1" noshade>James M. Oates
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
        <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="3" align="center" valign="top">
        <FONT size="2">/s/ GEORGE H. WALKER III<BR>
        <HR size="1" noshade>George H. Walker III
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">Director
        </FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top">
        <FONT size="2">March&nbsp;27, 2002
        </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">II-6
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="025"></A></DIV>

<P align="center">
<B><FONT size="2">SIGNATURES</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the requirements of the Securities
Act of 1933, Stifel Financial Capital Trust&nbsp;I certifies
that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form&nbsp;S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
St.&nbsp;Louis, State of Missouri, on this 27th day of March,
2002.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="40%"></TD>
	<TD width="60%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">
	<FONT size="2">STIFEL FINANCIAL CAPITAL TRUST I
	</FONT></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">
	<FONT size="2">(Co-Registrant)
	</FONT></TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">
	<FONT size="2">By:&nbsp;Stifel Financial Corp., as Depositor
	</FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="40%"></TD>
	<TD width="2%"></TD>
	<TD width="58%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD><FONT size="2">By:&nbsp;</FONT></TD>
	<TD align="center">
	<FONT size="2">/s/ RONALD J. KRUSZEWSKI
	</FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="40%"></TD>
	<TD width="60%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">
	<HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="center">
	<FONT size="2">Ronald J. Kruszewski
	</FONT></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="center">
	<I><FONT size="2">Chairman, President and Chief Executive
	Officer</FONT></I></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">II-7
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="026"></A></DIV>

<P align="center">
<B><FONT size="2">INDEX TO EXHIBITS</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="85%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><B><FONT size="1">Exhibit</FONT></B></TD><TD></TD>
        <TD></TD>
        <TD></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><B><FONT size="1">Number</FONT></B></TD><TD></TD>
        <TD></TD>
        <TD align="center" nowrap><B><FONT size="1">Description of Exhibit</FONT></B></TD>
</TR>

<TR>
        <TD colspan="2" align="center" nowrap><HR size="1" noshade></TD><TD></TD>
        <TD></TD>
        <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">1.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Underwriting Agreement among Stifel
        Financial Corp., or &#147;Financial,&#148; and Legg Mason Wood
        Walker, Incorporated, Stifel, Nicolaus&nbsp;&#38; Company,
        Incorporated, and Friedman, Billings, Ramsey &#38; Co., Inc. as
        representatives of the several underwriters.*
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">3.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Restated Certificate of Incorporation of
        Financial, as amended, incorporated herein by reference to
        Exhibit&nbsp;3(a) to Financial&#146;s Quarterly Report on
        Form&nbsp;10-Q (File No.&nbsp;1-9305) for the quarter ended
        June&nbsp;30, 2001.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">3.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Certificate of Designation, Preferences, and
        Rights of Series&nbsp;A Junior Participating Preferred Stock of
        Financial filed with the Secretary of State of Delaware on
        July&nbsp;10, 1987, incorporated herein by reference to Exhibit
        (3)(a)(3) to Financial&#146;s Annual Report on Form&nbsp;10-K
        (File No. 1-9305) for the year ended July&nbsp;31, 1987.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">3.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Amended and Restated By-Laws of Financial,
        incorporated herein by reference to Exhibit&nbsp;3(b)(1) to
        Financial&#146;s Annual Report on Form&nbsp;10-K (File
        No.&nbsp;1-9305) for fiscal year ended July&nbsp;30, 1993.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Indenture for Junior Subordinated
        Debentures.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">4.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Junior Subordinated Debentures, included
        in Exhibit&nbsp;4.1.
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Certificate of Trust.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">4.4</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Trust Agreement.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">4.5</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Amended and Restated Trust Agreement
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">4.6</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Preferred Securities Certificate,
        included in Exhibit&nbsp;4.5.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">4.7</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Preferred Securities Guarantee Agreement.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">4.8</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form of Agreement as to Expenses and Liabilities,
        included in Exhibit&nbsp;4.5.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">4.9</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Preferred Stock Purchase Rights of Financial,
        incorporated herein by reference to Financial&#146;s
        Registration Statement on Form&nbsp;8-A (File No. 1-9305) filed
        July&nbsp;30, 1996.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">5.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Opinion of Bryan Cave LLP. *
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">5.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Opinion of Richards, Layton &#38; Finger, P.A. *
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">8.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Opinion of Bryan Cave LLP, as to certain tax
        matters. *
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">12.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Calculation of Ratios of Earnings to Fixed
        Charges.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">23.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Consent of Deloitte &#38; Touche LLP.
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">23.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Consent of Bryan Cave LLP (included in Exhibits
        5.1 and 8.1). *
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">23.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Consent of Richards, Layton &#38; Finger, P.A.
        (included in Exhibit&nbsp;5.2).*
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">24.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Power of Attorney (included in signature page).
        </FONT></TD>
</TR>

<TR>
        <TD align="right" valign="top" nowrap><FONT size="2">25.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form&nbsp;T-1 Statement of Eligibility under the
        Trust Indenture Act of 1939, as amended, of Wilmington Trust
        Company, as trustee under the Indenture for Junior Subordinated
        Debentures. *
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">25.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form&nbsp;T-1 Statement of Eligibility under the
        Trust Indenture Act of 1939, as amended, of Wilmington Trust
        Company, as property trustee under the Amended and Restated
        Trust Agreement for Stifel Financial Capital Trust I. *
        </FONT></TD>
</TR>

<TR>

        <TD align="right" valign="top" nowrap><FONT size="2">25.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top">
        <FONT size="2">Form&nbsp;T-1 Statement of Eligibility under the
        Trust Indenture Act of 1939, as amended, of Wilmington Trust
        Company, as trustee under the Guarantee Agreement relating to
        Stifel Financial Capital Trust I. *
        </FONT></TD>
</TR>

</TABLE>
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<TR>
        <TD width="2%"></TD>
        <TD width="2%"></TD>
        <TD width="96%"></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD><FONT size="2">*&nbsp;</FONT></TD>
        <TD align="left">
        <FONT size="2">To be filed by amendment.
        </FONT></TD>
</TR>

</TABLE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>c68329ex4-1.txt
<DESCRIPTION>EX-4.1 INDENTURE FOR JR. SUBORDINATED DEBENTURES
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.1

================================================================================

                             STIFEL FINANCIAL CORP.

                                       and

                            WILMINGTON TRUST COMPANY,
                                   as Trustee

                                    INDENTURE

                  ____% Junior Subordinated Debentures due 2032

                        dated as of _______________, 2002

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
ARTICLE I. DEFINITIONS......................................................      2
           Section 1.1. Definitions of Terms................................      2

ARTICLE II. ISSUE, DESCRIPTION, TERMS, CONDITIONS,  REGISTRATION
           AND EXCHANGE OF THE DEBENTURES...................................     10
           Section 2.1. Designation and Principal Amount....................     10
           Section 2.2. Maturity............................................     10
           Section 2.3. Form and Payment....................................     10
           Section 2.4. [Intentionally Omitted].............................     11
           Section 2.5. Interest............................................     11
           Section 2.6. Execution and Authentication........................     11
           Section 2.7. Registration of Transfer and Exchange...............     12
           Section 2.8. Temporary Debentures................................     13
           Section 2.9. Mutilated, Destroyed, Lost or Stolen Debentures.....     14
           Section 2.10. Cancellation.......................................     14
           Section 2.11. Benefit of Indenture...............................     15
           Section 2.12. Authentication Agent...............................     15

ARTICLE III. REDEMPTION OF DEBENTURES.......................................     15
           Section 3.1. Redemption..........................................     15
           Section 3.2. Special Event Redemption............................     16
           Section 3.3. Optional Redemption by the Company..................     16
           Section 3.4. Notice of Redemption................................     17
           Section 3.5. Payment upon Redemption.............................     18
           Section 3.6. No Sinking Fund.....................................     18

ARTICLE IV. EXTENSION OF INTEREST PAYMENT PERIOD............................     19
           Section 4.1. Extension of Interest Payment Period................     19
           Section 4.2. Notice of Extension.................................     19
           Section 4.3. Limitation on Transactions..........................     20

ARTICLE V. PARTICULAR COVENANTS OF THE COMPANY..............................     20
           Section 5.1. Payment of Principal and Interest...................     20
           Section 5.2. Maintenance of Agency...............................     20
           Section 5.3. Paying Agents.......................................     21
           Section 5.4. Appointment to Fill Vacancy in Office of
                        the Trustee.........................................     22
           Section 5.5. Compliance with Consolidation Provisions............     22
           Section 5.6. Limitation on Transactions..........................     22
           Section 5.7. Covenants as to the Trust...........................     23
           Section 5.8. Covenants as to Purchases...........................     23
           Section 5.9. Waiver of Usury, Stay or Extension Laws.............     23
           Section 5.10. Limitation on Additional Junior Indebtedness.......     23
           Section 5.11 Fall Away Event.....................................     25
           Section 5.12 No Intent to Commence an Extension Period...........     25
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                             <C>
ARTICLE VI. THE DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND
           THE TRUSTEE......................................................    25
           Section 6.1. The Company to Furnish the Trustee Names and
                        Addresses of the Debentureholders...................    25
           Section 6.2. Preservation of Information Communications with
                        the Debentureholders................................    26
           Section 6.3. Reports by the Company..............................    26
           Section 6.4. Reports by the Trustee..............................    27

ARTICLE VII. REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF
           DEFAULT..........................................................    27
           Section 7.1. Events of Default...................................    27
           Section 7.2. Collection of Indebtedness and Suits for
                        Enforcement by the Trustee..........................    29
           Section 7.3. Application of Moneys Collected.....................    30
           Section 7.4. Limitation on Suits.................................    31
           Section 7.5. Rights and Remedies Cumulative; Delay or
                        Omission not Waiver.................................    31
           Section 7.6. Control by the Debentureholders.....................    32
           Section 7.7. Undertaking to Pay Costs............................    32
           Section 7.8. Direct Action; Right of Set-Off.....................    33

ARTICLE VIII. FORM OF THE DEBENTURE AND ORIGINAL ISSUE......................    33
           Section 8.1. Form of Debenture...................................    33
           Section 8.2. Original Issue of the Debentures....................    33

ARTICLE IX. CONCERNING THE TRUSTEE..........................................    34
           Section 9.1. Certain Duties and Responsibilities of the Trustee..    34
           Section 9.2. Notice of Defaults..................................    35
           Section 9.3. Certain Rights of the Trustee.......................    35
           Section 9.4. The Trustee not Responsible for Recitals, Etc.......    36
           Section 9.5. May Hold the Debentures.............................    36
           Section 9.6. Moneys Held in Trust................................    37
           Section 9.7. Compensation and Reimbursement......................    37
           Section 9.8. Reliance on Officers' Certificate...................    37
           Section 9.9. Disqualification; Conflicting Interests.............    37
           Section 9.10. Corporate Trustee Required; Eligibility............    38
           Section 9.11. Resignation and Removal; Appointment of Successor..    38
           Section 9.12. Acceptance of Appointment by Successor.............    39
           Section 9.13. Merger, Conversion, Consolidation or Succession
                         to Business........................................    40
           Section 9.14. Preferential Collection of Claims against the
           Company..........................................................    40

ARTICLE X. CONCERNING THE DEBENTUREHOLDERS..................................    40
           Section 10.1. Evidence of Action by the Holders..................    40
           Section 10.2. Proof of Execution by the Debentureholders.........    41
           Section 10.3. Who May Be Deemed Owners...........................    41
           Section 10.4. Certain Debentures Owned by Company Disregarded....    41
           Section 10.5. Actions Binding on the Future Debentureholders.....    42
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                             <C>
ARTICLE XI. SUPPLEMENTAL INDENTURES.........................................    42
           Section 11.1. Supplemental Indentures without the Consent of
                         the Debentureholders...............................    42
           Section 11.2. Supplemental Indentures with Consent of the
                         Debentureholders...................................    43
           Section 11.3. Effect of Supplemental Indentures..................    43
           Section 11.4. The Debentures Affected by Supplemental
                         Indentures.........................................    44
           Section 11.5. Execution of Supplemental Indentures...............    44

ARTICLE XII. SUCCESSOR CORPORATION..........................................    44
           Section 12.1. The Company May Consolidate, Etc...................    44
           Section 12.2. Successor Corporation Substituted..................    45
           Section 12.3. Evidence of Consolidation, Etc. to Trustee.........    45

ARTICLE XIII. SATISFACTION AND DISCHARGE....................................    45
           Section 13.1. Satisfaction and Discharge of Indenture............    45
           Section 13.2. Discharge of Obligations...........................    46
           Section 13.3. Deposited Moneys to Be Held in Trust...............    46
           Section 13.4. Payment of Moneys Held by Paying Agents............    46
           Section 13.5. Repayment to the Company...........................    47

ARTICLE XIV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
           DIRECTORS........................................................    47
           Section 14.1. No Recourse........................................    47

ARTICLE XV. MISCELLANEOUS PROVISIONS........................................    47
           Section 15.1. Effect on Successors and Assigns...................    47
           Section 15.2. Actions by Successor...............................    48
           Section 15.3. Surrender of the Company Powers....................    48
           Section 15.4. Notices............................................    48
           Section 15.5. Governing Law......................................    48
           Section 15.6. Treatment of the Debentures as Debt................    48
           Section 15.7. Compliance Certificates and Opinions...............    48
           Section 15.8. Payments on Business Days..........................    49
           Section 15.9. Conflict with Trust Indenture Act..................    49
           Section 15.10. Counterparts......................................    49
           Section 15.11. Separability......................................    49
           Section 15.12. Assignment........................................    49
           Section 15.13. Acknowledgment of Rights; Right of Setoff.........    49

ARTICLE XVI. SUBORDINATION OF THE DEBENTURES................................    50
           Section 16.1. Agreement to Subordinate...........................    50
           Section 16.2. Default on Senior Indebtedness.....................    50
           Section 16.3. Liquidation; Dissolution; Bankruptcy...............    51
           Section 16.4. Subrogation........................................    52
           Section 16.5. The Trustee to Effectuate Subordination............    53
           Section 16.6. Notice by the Company..............................    53
           Section 16.7. Rights of the Trustee; Holders of the Senior
                         Indebtedness.......................................    54
           Section 16.8. Subordination May not Be Impaired..................    54
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                              <C>
EXHIBIT A ...................................................................    1
</TABLE>


                                       iv
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of
Trust Indenture Act                                                   Section of
of 1939, as amended                                                   Indenture
-------------------                                                   ---------
<S>                                                               <C>
310(a)..........................................................            9.10
310(b)..........................................................       9.9, 9.11
310(c)..........................................................  Not Applicable
311(a)..........................................................            9.14
311(b)..........................................................            9.14
311(c)..........................................................  Not Applicable
312(a)..........................................................     6.1, 6.2(a)
312(b)..........................................................          6.2(c)
312(c)..........................................................          6.2(c)
313(a)..........................................................          6.4(a)
313(b)..........................................................          6.4(b)
313(c)..........................................................  6.4(a), 6.4(b)
313(d)..........................................................          6.4(c)
314(a)..........................................................          6.3(a)
314(b)..........................................................  Not Applicable
314(c)..........................................................            15.7
314(d)..........................................................  Not Applicable
314(e)..........................................................            15.7
314(f)..........................................................  Not Applicable
315(a)..........................................................     9.1(a), 9.3
315(b)..........................................................             9.2
315(c)..........................................................          9.1(a)
315(d)..........................................................          9.1(b)
315(e)..........................................................             7.7
316(a)..........................................................        1.1, 7.6
316(b)..........................................................          7.4(b)
316(c)..........................................................         10.1(b)
317(a)..........................................................             7.2
317(b)..........................................................             5.3
318(a)..........................................................            15.9
</TABLE>

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.


                                       5
<PAGE>
                                    INDENTURE

      INDENTURE, dated as of _______________, 2002, between STIFEL FINANCIAL
CORP., a Delaware corporation (the "Company"), and WILMINGTON TRUST COMPANY, a
banking corporation duly organized and existing under the laws of the State of
Delaware, as trustee (the "Trustee").

                                    RECITALS

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of securities to be known as its ____% Junior Subordinated Debentures
due 2032 (hereinafter referred to as the "Debentures"), the form and substance
of such Debentures and the terms, provisions and conditions thereof to be set
forth as provided in this Indenture;

      WHEREAS, Stifel Financial Capital Trust I, a Delaware statutory business
trust (the "Trust"), has offered to the public $25,000,000 aggregate liquidation
amount of its Preferred Securities (as defined herein) ($28,750,000 if the
Underwriters exercise their option to purchase Optional Preferred Securities (as
defined in the Underwriting Agreement)) and proposes to invest the proceeds from
such offering, together with the proceeds of the issuance and sale by the Trust
to the Company of $773,200 aggregate liquidation amount of its Common Securities
(as defined herein) ($889,200 if the Underwriters exercise their option to
purchase Optional Preferred Securities) in $25,773,200 aggregate principal
amount of the Debentures ($29,639,200 if the Underwriters exercise their option
to purchase Optional Preferred Securities);

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

      WHEREAS, all requirements necessary to make this Indenture a valid
instrument in accordance with its terms, and to make the Debentures, 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 Indenture have been duly authorized in all respects;

      WHEREAS, to provide the terms and conditions upon which the Debentures are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

      WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

      NOW, THEREFORE, in consideration of the premises and the purchase of the
Debentures by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of the Debentures:
<PAGE>
                                   ARTICLE I.
                                   DEFINITIONS

      SECTION 1.1. DEFINITIONS OF TERMS. The terms defined in this Section 1.1
(except as in this Indenture otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.1 and shall include the plural as well as the singular. All other terms used
in this Indenture that are defined in the Trust Indenture Act, or that are by
reference in the Trust Indenture Act defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force at the date of the execution of this instrument.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with Generally Accepted Accounting
Principles (as defined below).

      "Accelerated Maturity Date" means if the Company elects to accelerate the
Maturity Date in accordance with Section 2.2(b), the date selected by the
Company which is prior to the Scheduled Maturity Date, but is after June 30,
2007.

      "Additional Junior Indebtedness" means, without duplication, any
indebtedness, liabilities or obligations of the Company, or any Subsidiary of
the Company, under debt securities (or guarantees in respect of debt securities)
initially issued to any trust, or a trustee of a trust, partnership or other
entity affiliated with the Company that is, directly or indirectly, a finance
subsidiary (as such term is defined in Rule 3a-5) under the Investment Company
Act (or any successor rule applicable thereto)) or other financing vehicle of
the Company or any Subsidiary of the Company in connection with the issuance by
that entity of preferred securities.

      "Additional Payments" shall have the meaning set forth in Section 2.5(c).

      "Additional Senior Obligations" means all indebtedness of the Company
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements;
provided, however, that Additional Senior Obligations does not include claims in
respect of Senior Debt or Subordinated Debt or obligations which, by their
terms, are expressly stated to be not superior in right of payment to the
Debentures or to rank pari passu in right of payment with the Debentures. For
purposes of this definition, "claim" shall have the meaning assigned thereto in
Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

      "Administrative Trustees" shall have the meaning set forth in the Trust
Agreement.

      "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a


                                       2
<PAGE>
partnership in which the specified Person is a general partner; (e) any officer
or director of the specified Person; and (f) if the specified Person is an
individual, any entity of which the specified Person is an officer, director or
general partner.

      "Authenticating Agent" means an authenticating agent with respect to the
Debentures appointed by the Trustee pursuant to Section 2.12.

      "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

      "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

      "Business Day" means, with respect to the Debentures, any day other than a
Saturday or a Sunday or a day on which federal or state banking institutions in
the Borough of Manhattan, the City of New York, are authorized or required by
law, executive order or regulation to close, or a day on which the Corporate
Trust Office of the Trustee or the Property Trustee is closed for business.

      "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

      "Common Securities" means undivided beneficial interests in the assets of
the Trust which rank pari passu with the Preferred Securities; provided,
however, that upon the occurrence and during the continuation of an Event of
Default, the rights of holders of Common Securities to payment in respect of (a)
distributions, and (b) payments upon liquidation, redemption and otherwise, are
subordinated to the rights of holders of Preferred Securities.

      "Company" shall have the meaning set forth in the Preamble hereto, and,
subject to the provisions of Article XII, shall also include its successors and
assigns.

      "Compounded Interest" shall have the meaning set forth in Section 4.1.

      "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.

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


                                       3
<PAGE>
      "Custodian" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

      "Debentures" shall have the meaning set forth in the Recitals hereto.

      "Debentureholder," "holder of Debentures," "registered holder," or other
similar term, means the Person or Persons in whose name or names a particular
Debenture shall be registered on the books of the Company or the Trustee kept
for that purpose in accordance with the terms of this Indenture.

      "Debenture Register" shall have the meaning set forth in Section 2.7(b).

      "Debenture Registrar" shall have the meaning set forth in Section 2.7(b).

      "Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (a) every
obligation of such Person for money borrowed; (b) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (c) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (d) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (e) every capital lease obligation of such Person; and (f) and every
obligation of the type referred to in clauses (a) through (e) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

      "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

      "Deferred Payments" shall have the meaning set forth in Section 4.1.

      "Direct Action" shall have the meaning set forth in Section 7.8.

      "Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust Agreement and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Trust Agreement.

      "Distribution" shall have the meaning set forth in the Trust Agreement.

      "Event of Default" means, with respect to the Debentures, any event
specified in Section 7.1, which has continued for the period of time, if any,
and after the giving of the notice, if any, therein designated.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, as
in effect at the date of execution of this Indenture.


                                       4
<PAGE>
      "Extension Period" shall have the meaning set forth in Section 4.1.

      "Generally Accepted Accounting Principles" means such accounting
principles as are generally accepted at the time of any computation required
hereunder.

      "Governmental Obligations" means securities that are (a) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

      "Herein," "hereof," and "hereunder," and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

      "Interest Payment Date" shall have the meaning set forth in Section
2.5(a).

      "Investment Company Act" means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this Indenture.

      "Investment Company Event" means the receipt by the Trust and the Company
of an Opinion of Counsel, rendered by counsel experienced in such matters within
a reasonable amount of time after the applicable occurrence, to the effect that,
as a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
the Trust is or shall be considered an "investment company" that is required to
be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the date of original issuance of the Preferred
Securities under the Trust Agreement; provided, however, that the Trust or the
Company shall have requested and received such an Opinion of Counsel with regard
to such matters within a reasonable period of time after the Trust or the
Company shall have become aware of the occurrence or the possible occurrence of
any such Change in 1940 Act Law.

      "Investment Grade Status" exists as of a date and thereafter if at such
date either (i) the rating assigned to the Preferred Securities or the
Debentures by Moody's is at least Baa3 (or the


                                       5
<PAGE>
then equivalent) or higher or (ii) the rating assigned to the Preferred
Securities or the Debentures by S&P is at least BBB- (or the then equivalent) or
higher.

      "Maturity Date" means the date on which the Debentures mature and on which
the principal shall be due and payable together with all accrued and unpaid
interest thereon including Compounded Interest and Additional Payments, if any.

      "Ministerial Action" shall have the meaning set forth in Section 3.2.

      "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

      "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, President or a Senior Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the Company
that is delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 15.7, if and to
the extent required by the provisions thereof.

      "Opinion of Counsel" means an opinion in writing of independent, outside
legal counsel for the Company, that is delivered to the Trustee in accordance
with the terms hereof. Each such opinion shall include the statements provided
for in Section 15.7, if and to the extent required by the provisions thereof.

      "Outstanding," when used with reference to the Debentures, means, subject
to the provisions of Section 10.4, as of any particular time, all Debentures
theretofore authenticated and delivered by the Trustee under this Indenture,
except (a) Debentures theretofore canceled by the Trustee or any Paying Agent,
or delivered to the Trustee or any paying agent for cancellation or that have
previously been canceled; (b) Debentures or portions thereof for the payment or
redemption of which money or Governmental Obligations in the necessary amount
shall have been deposited in trust with the Trustee or with any Paying Agent
(other than the Company) or shall have been set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent); provided,
however, that, if such Debentures or portions of such Debentures are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article III provided, or provision satisfactory to the Trustee
shall have been made for giving such notice; and (c) Debentures in lieu of or in
substitution for which other Debentures shall have been authenticated and
delivered pursuant to the terms of Section 2.7; provided, however, that in
determining whether the holders of the requisite percentage of Debentures have
given any request, notice, consent or waiver hereunder, Debentures held by the
Company or any Affiliate of the Company shall not be included; provided,
further, that the Trustee shall be protected in relying upon any request,
notice, consent or waiver unless a Responsible Officer of the Trustee shall have
actual knowledge that the holder of such Debenture is the Company or an
Affiliate thereof.

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.3 or, if no agent has been so appointed, shall mean the
Company acting as paying agent hereunder.


                                       6
<PAGE>
      "Person" means any individual, corporation, partnership, joint-venture,
limited liability company, trust, joint-stock company, unincorporated
organization or government or any agency or political subdivision thereof.

      "Predecessor Debenture" means every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for the purposes of this definition, any Debenture authenticated and delivered
under Section 2.9 in lieu of a lost, destroyed or stolen Debenture shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debenture.

      "Preferred Securities" means the __% Cumulative Trust Preferred Securities
representing undivided beneficial interests in the assets of the Trust which
rank pari passu with Common Securities issued by the Trust; provided, however,
that upon the occurrence and during the continuation of an Event of Default, the
rights of holders of Common Securities to payment in respect of (a)
distributions, and (b) payments upon liquidation, redemption and otherwise, are
subordinated to the rights of holders of Preferred Securities.

      "Preferred Securities Guarantee" means any guarantee that the Company may
enter into with the Trustee or other Persons that operates directly or
indirectly for the benefit of holders of Preferred Securities.

      "Property Trustee" has the meaning set forth in the Trust Agreement.

      "Redemption Price" shall have the meaning set forth in Section 3.2.

      "Responsible Officer" when used with respect to the Trustee means any
officer within the Corporate Trust Office of the Trustee or, for purposes of the
Trust Agreement, the Property Trustee (as defined in the Trust Agreement) with
direct responsibility for the administration of this Indenture, including any
vice president, any assistant vice president, any assistant secretary or any
other officer or assistant officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

      "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., or any successor to the rating agency business
thereof.

      "Scheduled Maturity Date" means June 30, 2032.

      "Securities Act" means the Securities Act of 1933, as amended, as in
effect at the date of execution of this Indenture.

      "Senior Debt" means the principal of (and premium, if any) and interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on all Debt,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same


                                       7
<PAGE>
is outstanding, it is provided that such obligations are not superior in right
of payment to the Debentures or to other Debt which is pari passu with, or
subordinated to, the Debentures; provided, that Senior Debt shall not be deemed
to include (a) any Debt of the Company which when incurred and without respect
to any election under section 1111(b) of the United States Bankruptcy Code of
1978, as amended, was without recourse to the Company; (b) the Preferred
Securities Guarantee Agreement, dated as of __________, 2002; (c) any Debt to
any employee of the Company; (d) any Debt which by its terms is subordinated to
trade accounts payable or accrued liabilities arising in the ordinary course of
business to the extent that payments made to the holders of such Debt by the
holders of the Debentures as a result of the subordination provisions of this
Indenture would be greater than they otherwise would have been as a result of
any obligation of such holders to pay amounts over to the obligees on such trade
accounts payable or accrued liabilities arising in the ordinary course of
business as a result of subordination provisions to which such Debt is subject;
and (e) any Debt which constitutes Subordinated Debt.

      "Senior Indebtedness" shall have the meaning set forth in Section 16.1.

      "Special Event" means a Tax Event or an Investment Company Event.

      "Subordinated Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt (other than the Debentures), whether incurred on or prior to the date of
this Indenture or thereafter incurred, which is by its terms expressly provided
to be junior and subordinate to other Debt of the Company (other than the
Debentures); provided, however, that Subordinated Debt will not be deemed to
include (a) any Debt of the Company which when incurred and without respect to
any election under section 1111(b) of the United States Bankruptcy Code of 1978,
as amended, was without recourse to the Company, (b) any Debt which constitutes
Senior Debt; (c) any Debt to any employee of the Company; (d) any Debt which by
its terms is subordinated to trade accounts payable or accrued liabilities
arising in the ordinary course of business to the extent that payments made to
the holders of such Debt by the holders of the Debentures as a result of the
subordination provisions of this Indenture would be greater than they otherwise
would have been as a result of any obligation of such holders to pay amounts
over to the obligees on such trade accounts payable or accrued liabilities
arising in the ordinary course of business as a result of subordination
provisions to which such Debt is subject; and (e) any Debt of the Company under
debt securities (and guarantees in respect of these debt securities) initially
issued to any trust, or a trustee of a trust, partnership or other entity
affiliated with the Company that is, directly or indirectly, a financing vehicle
of the Company in connection with the issuance by that entity of preferred
securities.

      "Subsidiary" means, with respect to any Person, (a) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries;
(b) any general partnership, limited liability company, joint venture, trust or
similar entity, at least a majority of whose outstanding partnership or similar
interests shall at the time


                                       8
<PAGE>
be owned by such Person, or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries; and (c) any limited partnership of
which such Person or any of its Subsidiaries is a general partner.

      "Tax Event" means the receipt by the Company and the Trust of an Opinion
of Counsel, rendered by counsel experienced in such matters within a reasonable
amount of time after the applicable occurrence, to the effect that, as a result
of any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk that (a) the Trust is, or shall be within ninety (90) days
after the date of such Opinion of Counsel, subject to United States federal
income tax with respect to income received or accrued on the Debentures; (b)
interest payable by the Company on the Debentures is not, or within ninety (90)
days after the date of such Opinion of Counsel, shall not be, deductible by the
Company, in whole or in part, for United States federal income tax purposes; or
(c) the Trust is, or shall be within ninety (90) days after the date of such
Opinion of Counsel, subject to more than a de minimis amount of other taxes,
duties, assessments or other governmental charges; provided, however, that the
Trust or the Company shall have requested and received such an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Trust or the Company shall have become aware of the occurrence or the possible
occurrence of any of the events described in clauses (a) through (c) above.

      "Trust" shall have the meaning set forth in the Recitals hereto.

      "Trust Agreement" means the Amended and Restated Trust Agreement, dated as
of ___________, 2002, of the Trust.

      "Trustee" shall have the meaning set forth in the Preamble hereto, and,
subject to the provisions of Article IX, shall also include its successors and
assigns, and, if at any time there is more than one Person acting in such
capacity hereunder, "Trustee" shall mean each such Person.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
subject to the provisions of Sections 11.1, 11.2, and 12.1, as in effect at the
date of execution of this Indenture.

      "Trust Securities" means the Common Securities and Preferred Securities,
collectively.

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
___________, 2002, among the Trust, the Depositor, and Legg Mason Wood Walker,
Incorporated and Stifel, Nicolaus & Company, Incorporated, as representatives of
the several underwriters named therein.

      "Voting Stock," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person,


                                       9
<PAGE>
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.

                                   ARTICLE II.
                     ISSUE, DESCRIPTION, TERMS, CONDITIONS,
                   REGISTRATION AND EXCHANGE OF THE DEBENTURES

      SECTION 2.1. DESIGNATION AND PRINCIPAL AMOUNT. There are hereby authorized
Debentures designated the "____% Junior Subordinated Debentures due 2032,"
limited in aggregate principal amount up to $29,639,200, which amount shall be
as set forth in any written order of the Company for the authentication and
delivery of Debentures pursuant to Section 2.6.

      SECTION 2.2. MATURITY.

      (a)   The Maturity Date shall be either:

            (i) the Scheduled Maturity Date; or

            (ii) if the Company elects to accelerate the Maturity Date to be a
      date prior to the Scheduled Maturity Date in accordance with Section
      2.2(c), the Accelerated Maturity Date.

      (b) The Company may at any time before the day which is ninety (90) days
before the Scheduled Maturity Date and after June 30, 2007, elect to shorten the
Maturity Date only once to the Accelerated Maturity Date.

      (c) If the Company elects to accelerate the Maturity Date in accordance
with Section 2.2(b), the Company shall give notice to the Trustee and the Trust
(unless the Trust is not the holder of the Debentures, in which case the Trustee
will give notice to the holders of the Debentures) of the acceleration of the
Maturity Date and the Accelerated Maturity Date at least thirty (30) days and no
more than one hundred eighty (180) days before the Accelerated Maturity Date;
provided, however, that nothing provided in this Section 2.2 shall limit the
Company's rights, as provided in Article III hereof, to redeem all or a portion
of the Debentures at such time or times on or after June 30, 2007, as the
Company may so determine, or at any time upon the occurrence of a Special Event.

      SECTION 2.3. FORM AND PAYMENT. The Debentures shall be issued in fully
registered certificated form without interest coupons. Principal and interest on
the Debentures issued in certificated form shall be payable, the transfer of
such Debentures shall be registrable and such Debentures shall be exchangeable
for Debentures 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 Debenture Register or by wire transfer to an account maintained by
the holder as specified in the Debenture Register, provided that the holder
provides proper transfer instructions by the regular record date.
Notwithstanding the foregoing, so long as the holder of any Debentures is the
Property Trustee, the payment of principal of and interest (including Compounded
Interest and


                                       10
<PAGE>
Additional Payments, if any) on such Debentures held by the Property Trustee
shall be made at such place and to such account as may be designated by the
Property Trustee.

      SECTION 2.4. [INTENTIONALLY OMITTED].

      SECTION 2.5. INTEREST.

      (a) Each Debenture shall bear interest at a rate of __% per annum (the
"Coupon Rate") from the original date of issuance 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 quarterly, payable
(subject to the provisions of Article IV) quarterly in arrears on March 31, June
30, September 30 and December 31 of each year (each, an "Interest Payment
Date"), commencing on June 30, 2002, to the Person in whose name such
Debenture or any Predecessor Debenture is registered, at the close of business
on the regular record date for such interest installment, which shall be the
fifteenth day of the last month of the calendar quarter.

      (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. The amount of interest payable
for any period shorter than a full quarterly period for which interest is
computed shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Debentures 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 (and
without any reduction of interest or any other payment in respect of any such
acceleration), in each case with the same force and effect as if made on the
date such payment was originally payable.

      (c) If, at any time while the Property Trustee is the holder of any
Debentures, the Trust or the Property Trustee is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any case, the Company shall pay as additional payments ("Additional
Payments") on the Debentures held by the Property Trustee, such additional
amounts as shall be required so that the net amounts received and retained by
the Trust and the Property Trustee after paying such taxes, duties, assessments
or other governmental charges shall be equal to the amounts the Trust and the
Property Trustee would have received had no such taxes, duties, assessments or
other government charges been imposed.

      SECTION 2.6. EXECUTION AND AUTHENTICATION.

      (a) The Debentures shall be signed on behalf of the Company by its Chief
Executive Officer, President or one of its Senior Vice Presidents, under its
corporate seal attested by its Secretary or one of its Assistant Secretaries.
Signatures may be in the form of a manual or facsimile signature. The Company
may use the facsimile signature of any Person who shall have been a Chief
Executive Officer, President or Senior Vice President thereof, or of any Person
who shall have been a Secretary or Assistant Secretary thereof, notwithstanding
the fact that at the


                                       11
<PAGE>
time the Debentures shall be authenticated and delivered or disposed of such
Person shall have ceased to be the Chief Executive Officer, President or a
Senior Vice President, or the Secretary or an Assistant Secretary, of the
Company (and any such signature shall be binding on the Company). The seal of
the Company may be in the form of a facsimile of such seal and may be impressed,
affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may
contain such notations, legends or endorsements required by law, stock exchange
rule or usage. Each Debenture shall be dated the date of its authentication by
the Trustee.

      (b) A Debenture shall not be valid until manually authenticated by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

      (c) At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debentures executed by the Company to
the Trustee for authentication, together with a written order of the Company for
the authentication and delivery of such Debentures signed by its Chief Executive
Officer, President or any Senior Vice President and its Treasurer or any
Assistant Treasurer, and the Trustee in accordance with such written order shall
authenticate and deliver such Debentures.

      (d) In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 9.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

      (e) The Trustee shall not be required to authenticate such Debentures if
the issue of such Debentures pursuant to this Indenture shall affect the
Trustee's own rights, duties or immunities under the Debentures and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

      SECTION 2.7. REGISTRATION OF TRANSFER AND EXCHANGE.

      (a) Debentures may be exchanged upon presentation thereof at the office or
agency of the Company designated for such purpose in the Borough of Manhattan,
the City of New York, or at the office of the Debenture Registrar, for other
Debentures and for a like aggregate principal amount in denominations of
integral multiples of $25, upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto, all as provided in this Section
2.7. In respect of any Debentures so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Debenture or Debentures that the Debentureholder making
the exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

      (b) The Company shall keep, or cause to be kept, at its office or agency
designated for such purpose in the Borough of Manhattan, the City of New York,
or at the office of the Debenture Registrar, or such other location designated
by the Company a register or registers (herein referred to as the "Debenture
Register") in which, subject to such reasonable regulations


                                       12
<PAGE>
as the Debenture Registrar (as defined below) may prescribe, the Company shall
register the Debentures and the transfers of Debentures as provided in this
Article II and which at all reasonable times shall be open for inspection by the
Trustee. The registrar for the purpose of registering Debentures and transfer of
Debentures as herein provided shall initially be the Trustee and thereafter as
may be appointed by the Company as authorized by Board Resolution (the
"Debenture Registrar"). Upon surrender for transfer of any Debenture at the
office or agency of the Company designated for such purpose, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Debenture or Debentures for a
like aggregate principal amount. All Debentures presented or surrendered for
exchange or registration of transfer, as provided in this Section 2.7, shall be
accompanied (if so required by the Company or the Debenture Registrar) by a
written instrument or instruments of transfer, in form satisfactory to the
Company or the Debenture Registrar, duly executed by the registered holder or by
such holder's duly authorized attorney in writing.

      (c) No service charge shall be made for any exchange or registration of
transfer of Debentures, or issue of new Debentures in case of partial
redemption, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.8, Section 3.5(b) and Section 11.4 not involving any
transfer.

      (d) The Company shall not be required (i) to issue, exchange or register
the transfer of any Debentures during a period beginning at the opening of
business fifteen (15) days before the day of the mailing of a notice of
redemption of less than all the Outstanding Debentures and ending at the close
of business on the day of such mailing; nor (ii) to register the transfer of or
exchange any Debentures or portions thereof called for redemption.

      (e) Debentures may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Indenture. Any transfer or
purported transfer of any Debenture not made in accordance with this Indenture
shall be null and void.

      SECTION 2.8. TEMPORARY DEBENTURES. Pending the preparation of definitive
Debentures, the Company may execute, and the Trustee shall authenticate and
deliver, temporary Debentures (printed, lithographed, or typewritten). Such
temporary Debentures shall be substantially in the form of the definitive
Debentures in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Debentures, all as may be
determined by the Company. Every temporary Debenture shall be executed by the
Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Debentures. Without unnecessary delay, the Company shall execute and shall
furnish definitive Debentures and thereupon any or all temporary Debentures may
be surrendered in exchange therefor (without charge to the holders), at the
office or agency of the Company designated for the purpose and the Trustee shall
authenticate and such office or agency shall deliver in exchange for such
temporary Debentures an equal aggregate principal amount of definitive
Debentures, unless the Company advises the Trustee to the effect that definitive
Debentures need not be authenticated and furnished until further notice from the
Company. Until so exchanged, the temporary Debentures shall be


                                       13
<PAGE>
entitled to the same benefits under this Indenture as definitive Debentures
authenticated and delivered hereunder.

      SECTION 2.9. MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES.

      (a) In case any temporary or definitive Debenture shall become mutilated
or be destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company's request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Debenture bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debenture, or in lieu of and in substitution for the Debenture so destroyed,
lost, stolen or mutilated. In every case the applicant for a substituted
Debenture shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Debenture and of the ownership thereof. The
Trustee shall authenticate any such substituted Debenture and deliver the same
upon the written request or authorization of the Chief Executive Officer,
President or any Senior Vice President and the Treasurer or any Assistant
Treasurer of the Company. Upon the issuance of any substituted Debenture, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Debenture that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Debenture and of the ownership
thereof.

      (b) Every replacement Debenture issued pursuant to the provisions of this
Section 2.9 shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Debenture shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Debentures duly issued hereunder. All Debentures shall be held and owned upon
the express condition that the foregoing provisions are exclusive with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Debentures, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

      SECTION 2.10. CANCELLATION. All Debentures surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered
to the Company or any Paying Agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be canceled by it, and no
Debentures shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled
Debentures held by the


                                       14
<PAGE>
Trustee. In the absence of such request the Trustee may dispose of canceled
Debentures in accordance with its standard procedures and deliver a certificate
of disposition to the Company. If the Company shall otherwise acquire any of the
Debentures, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Debentures unless and until
the same are delivered to the Trustee for cancellation.

      SECTION 2.11. BENEFIT OF INDENTURE. Nothing in this Indenture or in the
Debentures, express or implied, shall give or be construed to give to any
Person, other than the parties hereto and the holders of the Debentures (and,
with respect to the provisions of Article XVI, the holders of the Senior
Indebtedness) any legal or equitable right, remedy or claim under or in respect
of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Debentures (and, with
respect to the provisions of Article XVI, the holders of the Senior
Indebtedness).

      SECTION 2.12. AUTHENTICATION AGENT.

      (a) So long as any of the Debentures remain Outstanding there may be an
Authenticating Agent for any or all such Debentures, which Authenticating Agent
the Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Debentures issued
upon exchange, transfer or partial redemption thereof, and Debentures so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. All references in this Indenture to the authentication of Debentures
by the Trustee shall be deemed to include authentication by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall be
a corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities. If at any
time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

      (b) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint a
successor Authenticating Agent eligible under the provisions of Section 12.2(a)
of this Indenture. Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder as if originally named as an Authenticating
Agent pursuant hereto.

                                  ARTICLE III.
                            REDEMPTION OF DEBENTURES

      SECTION 3.1. REDEMPTION. The Company may redeem the Debentures issued
hereunder on and after the dates set forth in and in accordance with the terms
of this Article III.


                                       15
<PAGE>
      SECTION 3.2. SPECIAL EVENT REDEMPTION. If a Special Event has occurred and
is continuing, then, notwithstanding Section 3.3(a) but subject to Section
3.3(b), the Company shall have the right upon not less than thirty (30) days'
nor more than sixty (60) days' notice to the holders of the Debentures to redeem
the Debentures, in whole but not in part, for cash within one hundred eighty
(180) days following the occurrence of such Special Event (the "180-Day Period")
at a redemption price equal to 100% of the principal amount to be redeemed plus
any accrued and unpaid interest thereon to the date of such redemption (the
"Redemption Price"), provided that if at the time there is available to the
Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by
taking some ministerial action (a "Ministerial Action"), such as filing a form
or making an election, or pursuing some other similar reasonable measure which
has no adverse effect on the Company, the Trust or the holders of the Trust
Securities issued by the Trust, the Company shall pursue such Ministerial Action
in lieu of redemption, and, provided further, that the Company shall have no
right to redeem the Debentures pursuant to this Section 3.2 while it is pursuing
any Ministerial Action pursuant to its obligations hereunder, and, provided
further, that, if it is determined that the taking of a Ministerial Action would
not eliminate the Tax Event within the 180-Day Period, the Company's right to
redeem the Debentures pursuant to this Section 3.2 shall be restored and it
shall have no further obligations to pursue the Ministerial Action. The
Redemption Price shall be paid prior to 12:00 noon, New York time, on the date
of such redemption or such earlier time as the Company determines, provided that
the Company shall deposit with the Trustee an amount sufficient to pay the
Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price
is to be paid.

      SECTION 3.3. OPTIONAL REDEMPTION BY THE COMPANY.

      (a) Subject to the provisions of Section 3.3(c), except as otherwise may
be specified in this Indenture, the Company shall have the right to redeem the
Debentures, in whole or in part, from time to time, on or after June 30, 2007,
at a Redemption Price equal to 100% of the principal amount to be redeemed plus
any accrued and unpaid interest thereon to the date of such redemption. Any
redemption pursuant to this Section 3.3(a) shall be made upon not less than
thirty (30) days' nor more than sixty (60) days' notice to the holder of the
Debentures, at the Redemption Price. If the Debentures are only partially
redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro
rata or by lot or in such other manner as the Trustee shall deem appropriate and
fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon,
New York time, on the date of such redemption or at such earlier time as the
Company determines provided that the Company shall deposit with the Trustee an
amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on
the date such Redemption Price is to be paid.

      (b) Subject to the provisions of Section 3.3(c), the Company shall have
the right to redeem Debentures at any time and from time to time in a principal
amount equal to the Liquidation Amount (as defined in the Trust Agreement) of
any Preferred Securities purchased and beneficially owned by the Company, plus
an additional principal amount of Debentures equal to the Liquidation Amount (as
defined in the Trust Agreement) of that number of Common Securities that bears
the same proportion to the total number of Common Securities then outstanding as
the number of Preferred Securities to be redeemed bears to the total number of
Preferred Securities then outstanding. Such Debentures shall be redeemed
pursuant to this


                                       16
<PAGE>
Section 3.3(b) only in exchange for and upon surrender by the Company to the
Property Trustee of the Preferred Securities and a proportionate amount of
Common Securities, whereupon the Property Trustee shall cancel the Preferred
Securities and Common Securities so surrendered and a Like Amount (as defined in
the Trust Agreement) of Debentures shall be extinguished by the Trustee and
shall no longer be deemed Outstanding.

      (c) If a partial redemption of the Debentures would result in the
delisting of the Preferred Securities from the New York Stock Exchange or from
any national securities exchange or in the termination of inclusion of the
Preferred Securities issued by the Trust from the Nasdaq National Market or
other trading system on or in which the Preferred Securities are then listed,
quoted or included, the Company shall not be permitted to effect such partial
redemption and may only redeem the Debentures in whole or in part to such extent
as would not cause a delisting.

      SECTION 3.4. NOTICE OF REDEMPTION.

      (a) Except in the case of a redemption pursuant to Section 3.3(b), in case
the Company shall desire to exercise such right to redeem all or, as the case
may be, a portion of the Debentures in accordance with the right reserved so to
do, the Company shall, or shall cause the Trustee to upon receipt of forty-five
(45) days' written notice from the Company (which notice shall, in the event of
a partial redemption, include a representation to the effect that such partial
redemption will not result in the delisting of the Preferred Securities as
described in Section 3.3(c) above), give notice of such redemption to holders of
the Debentures to be redeemed by mailing, first class postage prepaid, a notice
of such redemption not less than thirty (30) days and not more than sixty (60)
days before the date fixed for redemption to such holders at their last
addresses as they shall appear upon the Debenture Register unless a shorter
period is specified in the Debentures to be redeemed. Any notice that is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the registered holder receives the notice. In any case,
failure duly to give such notice to the holder of any Debenture designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Debentures. In
the case of any redemption of Debentures prior to the expiration of any
restriction on such redemption provided in the terms of such Debentures or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with any such restriction. Each such
notice of redemption shall specify the date fixed for redemption and the
Redemption Price and shall state that payment of the Redemption Price shall be
made at the office or agency of the Company in the Borough of Manhattan, the
City of New York or at the Corporate Trust Office, upon presentation and
surrender of such Debentures, that interest accrued to the date fixed for
redemption shall be paid as specified in said notice and that from and after
said date interest shall cease to accrue. If less than all the Debentures are to
be redeemed, the notice to the holders of the Debentures shall specify the
particular Debentures to be redeemed. If the Debentures are to be redeemed in
part only, the notice shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the redemption date, upon
surrender of such Debenture, a new Debenture or Debentures in principal amount
equal to the unredeemed portion thereof shall be issued.


                                       17
<PAGE>
      (b) Except in the case of a redemption pursuant to Section 3.3(b), if less
than all the Debentures are to be redeemed, the Company shall give the Trustee
at least forty-five (45) days' written notice in advance of the date fixed for
redemption as to the aggregate principal amount of Debentures to be redeemed,
and thereupon the Trustee shall select, pro rata or by lot or in such other
manner as it shall deem appropriate and fair in its discretion, the portion or
portions (equal to $25 or any integral multiple thereof) of the Debentures to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Debentures to be redeemed, in whole or in part. The Company may,
if and whenever it shall so elect pursuant to the terms hereof, by delivery of
instructions signed on its behalf by its Chief Executive Officer, President or
any Senior Vice President, instruct the Trustee or any Paying Agent to call all
or any part of the Debentures for redemption and to give notice of redemption in
the manner set forth in this Section 3.4, such notice to be in the name of the
Company or its own name as the Trustee or such Paying Agent may deem advisable.
In any case in which notice of redemption is to be given by the Trustee or any
such Paying Agent, the Company shall deliver or cause to be delivered to, or
permit to remain with, the Trustee or such Paying Agent, as the case may be,
such Debenture Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such Paying Agent to
give any notice by mail that may be required under the provisions of this
Section 3.4.

      SECTION 3.5. PAYMENT UPON REDEMPTION.

      (a) If the giving of notice of redemption shall have been completed as
above provided, the Debentures or portions of Debentures to be redeemed
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable Redemption Price, and interest on
such Debentures or portions of Debentures shall cease to accrue on and after the
date fixed for redemption, unless the Company shall default in the payment of
such Redemption Price with respect to any such Debenture or portion thereof. On
presentation and surrender of such Debentures on or after the date fixed for
redemption at the place of payment specified in the notice, said Debentures
shall be paid and redeemed at the Redemption Price (but if the date fixed for
redemption is an Interest Payment Date, the interest installment payable on such
date shall be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 3.3).

      (b) Upon presentation of any Debenture that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Debenture is presented shall deliver to the holder
thereof, at the expense of the Company, a new Debenture of authorized
denomination in principal amount equal to the unredeemed portion of the
Debenture so presented.

      SECTION 3.6. NO SINKING FUND.

      The Debentures are not entitled to the benefit of any sinking fund.


                                       18
<PAGE>
                                   ARTICLE IV.
                      EXTENSION OF INTEREST PAYMENT PERIOD

      SECTION 4.1. EXTENSION OF INTEREST PAYMENT PERIOD. So long as no Event of
Default has occurred and is continuing, the Company shall have the right, at any
time and from time to time during the term of the Debentures, to defer payments
of interest by extending the interest payment period of such Debentures for a
period not exceeding twenty (20) consecutive quarters (the "Extension Period"),
during which Extension Period no interest shall be due and payable; provided
that no Extension Period may extend beyond the Maturity Date or end on a date
other than an Interest Payment Date. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this Section 4.1, shall bear interest
thereon at the Coupon Rate compounded quarterly for each quarter of the
Extension Period ("Compounded Interest"). At the end of the Extension Period,
the Company shall calculate (and deliver such calculation to the Trustee) and
pay all interest accrued and unpaid on the Debentures, including any Additional
Payments and Compounded Interest (together, "Deferred Payments") that shall be
payable to the holders of the Debentures in whose names the Debentures are
registered in the Debenture Register on the first record date after the end of
the Extension Period. Before the termination of any Extension Period, the
Company may further extend such period so long as no Event of Default has
occurred and is continuing, provided that such period together with all such
further extensions thereof shall not exceed twenty (20) consecutive quarters, or
extend beyond the Maturity Date of the Debentures or end on a date other than an
Interest Payment Date. Upon the termination of any Extension Period and upon the
payment of all Deferred Payments then due, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest shall be
due and payable during an Extension Period, except at the end thereof, but the
Company may prepay at any time all or any portion of the interest accrued during
an Extension Period.

      SECTION 4.2. NOTICE OF EXTENSION.

      (a) If the Property Trustee is the only registered holder of the
Debentures at the time the Company selects an Extension Period, the Company
shall give written notice to the Administrative Trustees, the Property Trustee
and the Trustee of its selection of such Extension Period at least two (2)
Business Days before the earlier of (i) the next succeeding date on which
Distributions on the Trust Securities issued by the Trust are payable; or (ii)
the date the Trust is required to give notice of the record date, or the date
such Distributions are payable, to the New York Stock Exchange or other
applicable exchange or the Nasdaq National Market or other comparable trading
system or to holders of the Preferred Securities issued by the Trust, but in any
event at least one Business Day before such record date.

      (b) If the Property Trustee is not the only holder of the Debentures at
the time the Company selects an Extension Period, the Company shall give the
holders of the Debentures and the Trustee written notice of its selection of
such Extension Period at least two (2) Business Days before the earlier of (i)
the next succeeding Interest Payment Date; or (ii) the date the Company is
required to give notice of the record or payment date of such interest payment
to the New York Stock Exchange or other applicable exchange or the Nasdaq
National Market or other comparable trading system or to holders of the
Debentures.


                                       19
<PAGE>
      (c) The quarter in which any notice is given pursuant to paragraphs (a) or
(b) of this Section 4.2 shall be counted as one of the twenty (20) quarters
permitted in the maximum Extension Period permitted under Section 4.1.

      SECTION 4.3. LIMITATION ON TRANSACTIONS. If (a) the Company shall exercise
its right to defer payment of interest as provided in Section 4.1; or (b) there
shall have occurred and be continuing any Event of Default, then (i) neither the
Company nor any of its Subsidiaries shall declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (A)
dividends or distributions in common stock of the Company, or any declaration of
a non-cash dividend in connection with the implementation of a shareholder
rights plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (B) purchases of
common stock of the Company related to the rights under any of the Company's
benefit plans for its directors, officers or employees, (C) as a result of a
reclassification of its capital stock for another class of its capital stock,
(D) dividends or distributions made by a Subsidiary to the Company, or (E)
dividends or distributions made by a Subsidiary to a Subsidiary); (ii) neither
the Company nor any Subsidiary shall make any payment of interest, principal or
premium, if any, or repay, repurchase or redeem any debt securities issued by
the Company or any Subsidiary which rank pari passu with or junior to the
Debentures or make any guarantee payments with respect to any guarantee by the
Company of any debt securities if such guarantee ranks pari passu with or junior
in interest to the Debentures; provided, however, that notwithstanding the
foregoing the Company may make payments pursuant to its obligations under the
Preferred Securities Guarantee; and (iii) the Company shall not redeem, purchase
or acquire less than all of the Outstanding Debentures or any of the Preferred
Securities.

                                   ARTICLE V.
                       PARTICULAR COVENANTS OF THE COMPANY

      SECTION 5.1. PAYMENT OF PRINCIPAL AND INTEREST. The Company shall duly and
punctually pay or cause to be paid the principal of and interest on the
Debentures at the time and place and in the manner provided herein. Each such
payment of the principal of and interest on the Debentures shall relate only to
the Debentures, shall not be combined with any other payment of the principal of
or interest on any other obligation of the Company, and shall be clearly and
unmistakably identified as pertaining to the Debentures.

      SECTION 5.2. MAINTENANCE OF AGENCY. So long as any of the Debentures
remain Outstanding, the Company shall maintain, or shall cause to be maintained,
an office or agency in the Borough of Manhattan, the City of New York, and at
such other location or locations as may be designated as provided in this
Section 5.2, where (a) Debentures may be presented for payment; (b) Debentures
may be presented as hereinabove authorized for registration of transfer and
exchange; and (c) notices and demands to or upon the Company in respect of the
Debentures and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by its President or an Senior Vice President and delivered
to the Trustee, designate some other office or agency for such purposes or any
of them. If at any time the Company shall fail to maintain any such required


                                       20
<PAGE>
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, notices and demands. In addition to any
such office or agency, the Company may from time to time designate one or more
offices or agencies outside of the Borough of Manhattan, the City of New York,
where the Debentures may be presented for registration or transfer and for
exchange in the manner provided herein, and the Company may from time to time
rescind such designation as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain any such office or agency in
the Borough of Manhattan, the City of New York, for the purposes above
mentioned. The Company shall give the Trustee prompt written notice of any such
designation or rescission thereof.

      SECTION 5.3. PAYING AGENTS.

      (a) The Company shall be the initial Paying Agent. If the Company shall
appoint one or more Paying Agents for the Debentures, other than the Trustee,
the Company shall cause each such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 5.3:

            (i) that it shall hold all sums held by it as such agent for the
      payment of the principal of or interest on the Debentures (whether such
      sums have been paid to it by the Company or by any other obligor of such
      Debentures) in trust for the benefit of the Persons entitled thereto;

            (ii) that it shall give the Trustee notice of any failure by the
      Company (or by any other obligor of such Debentures) to make any payment
      of the principal of or interest on the Debentures when the same shall be
      due and payable;

            (iii) that it shall, at any time during the continuance of any
      failure referred to in the preceding paragraph (a)(ii) above, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so
      held in trust by such Paying Agent; and

            (iv) that it shall perform all other duties of Paying Agent as set
      forth in this Indenture.

      (b) If the Company shall act as its own Paying Agent with respect to the
Debentures, it shall on or before each due date of the principal of or interest
on such Debentures, set aside, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay such principal or interest
so becoming due on Debentures until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and shall promptly notify the Trustee
of such action, or any failure (by it or any other obligor on such Debentures)
to take such action. Whenever the Company shall have one or more Paying Agents
for the Debentures, it shall, prior to each due date of the principal of or
interest on any Debentures, deposit with the Paying Agent a sum sufficient to
pay the principal or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal or interest, and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee
of this action or failure so to act.


                                       21
<PAGE>
      (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the
agreement to hold sums in trust as provided in this Section 5.3 is subject to
the provisions of Section 13.3 and 13.4; and (ii) the Company may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture or
for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same terms and conditions as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

      SECTION 5.4. APPOINTMENT TO FILL VACANCY IN OFFICE OF THE TRUSTEE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
shall appoint, in the manner provided in Section 9.11, a Trustee, so that there
shall at all times be a Trustee hereunder.

      SECTION 5.5. COMPLIANCE WITH CONSOLIDATION PROVISIONS. The Company shall
not, while any of the Debentures remain Outstanding, consolidate with, or merge
into, or merge into itself, or sell or convey all or substantially all of its
property to any other company unless the provisions of Article XII hereof are
complied with.

      SECTION 5.6. LIMITATION ON TRANSACTIONS. If Debentures are issued to the
Trust or a trustee of the Trust in connection with the issuance of Trust
Securities by the Trust and (a) there shall have occurred and be continuing an
Event of Default; (b) the Company shall be in default with respect to its
payment of any obligations under the Preferred Securities Guarantee relating to
the Trust; or (c) if the Company shall have given notice of its election to
defer payments of interest on such Debentures by extending the interest payment
period as provided in this Indenture and such Extension Period, or any extension
thereof, shall be continuing, then (i) neither the Company nor any of its
Subsidiaries shall declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock (other than (A) dividends or distributions
in common stock of the Company, or any declaration of a non-cash dividend in
connection with the implementation of a shareholder rights plan, or the issuance
of stock under any such plan in the future, or the redemption or repurchase of
any such rights pursuant thereto, (B) purchases of common stock of the Company
related to the rights under any of the Company's benefit plans for its
directors, officers or employees, (C) as a result of a reclassification of its
capital stock, or (D) dividends or distributions made by a Subsidiary to the
Company, or (E) dividends or distributions made by a Subsidiary to a
Subsidiary); (ii) neither the Company nor any Subsidiary shall make any payment
of principal, interest or premium, if any, or repay, repurchase or redeem any
debt securities issued by the Company or any Subsidiary which rank pari passu
with or junior in interest to the Debentures or make any guarantee payments with
respect to any guarantee by the Company of any debt securities if such guarantee
ranks pari passu with or junior in interest to the Debentures; provided,
however, that the Company may make payments pursuant to its obligations under
the Preferred Securities Guarantee; and (iii) the Company shall not redeem,
purchase or acquire less than all of the Outstanding Debentures or any of the
Preferred Securities.


                                       22
<PAGE>
      SECTION 5.7. COVENANTS AS TO THE TRUST. For so long as the Trust
Securities of the Trust remain outstanding, the Company (a) shall maintain 100%
direct or indirect ownership of the Common Securities of the Trust; provided,
however, that any permitted successor of the Company under this Indenture may
succeed to the Company's ownership of the Common Securities; (b) shall use its
reasonable efforts to cause the Trust (i) to remain a business trust (and to
avoid involuntary termination, winding up or liquidation), except in connection
with a distribution of Debentures, the redemption of all of the Trust Securities
of the Trust or certain mergers, consolidations or amalgamations, each as
permitted by the Trust Agreement; and (ii) to otherwise continue not to be
treated as an association taxable as a corporation or partnership for United
States federal income tax purposes; (c) shall use its reasonable efforts to
cause each holder of Trust Securities to be treated as owning an individual
beneficial interest in the Debentures; and (d) including any successor to the
Company, shall use best efforts to maintain the eligibility of the Preferred
Securities for listing, quotation or inclusion on or in any national securities
exchange or other trading system on or in which the Preferred Securities are
then listed, quoted or included (including, if applicable, the New York Stock
Exchange) and shall use best efforts to keep the Preferred Securities so listed,
quoted or included for so long as the Preferred Securities remain outstanding.
In connection with the distribution of the Debentures to the holders of the
Preferred Securities issued by the Trust upon a Dissolution Event, the Company
shall use its best efforts to list such Debentures on the New York Stock
Exchange or such other exchange or to include such Debentures in such trading
system as the Preferred Securities are then listed, quoted or included. For so
long as the Debenture shall remain Outstanding, the Company shall fulfill all
reporting and filing obligations under the Securities Exchange Act of 1934, as
amended, as applicable to companies having a class of securities registered
under Section 12(b) or 12(g) thereunder.

      SECTION 5.8. COVENANTS AS TO PURCHASES. Except upon the exercise by the
Company of its right to redeem the Debentures pursuant to Section 3.2 upon the
occurrence and continuation of a Special Event, the Company shall not purchase
any Debentures, in whole or in part, from the Trust prior to June 30, 2007.

      SECTION 5.9. WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company shall
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performances of this Indenture, and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the extension of
every such power as though no such law had been enacted.

      SECTION 5.10. LIMITATION ON ADDITIONAL JUNIOR INDEBTEDNESS. The Company
shall not, and it shall not cause or permit any Subsidiary of the Company to,
incur, issue or be obligated on any Additional Junior Indebtedness, either
directly or indirectly, by way of guarantee, suretyship or otherwise, other
than:

      (a) Additional Junior Indebtedness that, by its terms, is expressly stated
to be junior and subordinate in all respects to the Debentures; or


                                       23
<PAGE>
      (b) Additional Junior Indebtedness that, by its terms, is expressly stated
to be pari passu and rank equally in all respects with the Debentures; provided,
however, that neither the Company nor any of its Subsidiaries shall incur, issue
or otherwise become obligated on any Additional Junior Indebtedness pursuant to
this Section 5.10(b) unless the quotient of "X" divided by "Y" is less than 0.60
upon incurring, issuing or otherwise becoming obligated on any Additional Junior
Indebtedness, where "X" and "Y" are calculated as described in Section 5.10(c)
and 5.10(d), respectively.

      (c) As used in Section 5.10(b), "X" means the sum of the following:

            (i) the aggregate liquidation amount or principal amount, as the
      case may be, of the Debentures Outstanding at the time of the proposed
      issuance of such Additional Junior Indebtedness pursuant to Section
      5.10(b), plus

            (ii) the aggregate liquidation amount or principal amount, as the
      case may be, of any Additional Junior Indebtedness previously issued and
      outstanding at the time of the proposed issuance of such Additional Junior
      Indebtedness pursuant to Section 5.10(b), excluding any such Additional
      Junior Indebtedness that, by its terms, is expressly stated to be junior
      and subordinate in all respects to the Debentures, plus

            (iii) the aggregate liquidation amount or principal amount, as the
      case may be, of the Additional Junior Indebtedness proposed to be issued
      or otherwise incurred pursuant to Section 5.10(b), plus

            (iv) the principal amount of any Senior Indebtedness, other than
      Additional Junior Indebtedness, of the Company outstanding at the time of
      the proposed issuance of such Additional Junior Indebtedness pursuant to
      Section 5.10(b) and that has a maturity or is otherwise due and payable by
      the Company on a date twelve (12) months or more after the time of the
      proposed issuance of such Additional Junior Indebtedness pursuant to
      Section 5.10(b);

            less, any indebtedness described in clauses (i) to (iv) above to be
      paid with the proceeds of the Additional Junior Indebtedness then proposed
      to be incurred, issued or upon which the Company is then to become
      obligated.

      (d) As used in Section 5.10(b), "Y" means the sum of the following:

            (i) the stockholders' equity of the Company (calculated on a
      consolidated basis and in accordance with Generally Accepted Accounting
      Principles) determined as of the last day of the month immediately
      preceding the month during which the proposed issuance of the Additional
      Junior Indebtedness pursuant to Section 5.10(b) is scheduled to occur,
      (provided, however, that in no event shall any portion of the Debentures,
      the Additional Junior Indebtedness or the Senior Indebtedness described in
      Section 5.10(c) also be included in "Y" under this Section 5.10(d)), plus


                                       24
<PAGE>
            (ii) the aggregate liquidation amount or principal amount, as the
      case may be, of any Additional Junior Indebtedness, which by its terms is
      expressly stated to be junior and subordinate in all respects to the
      Debentures and which was previously issued and outstanding at the time of
      the proposed issuance of such Additional Junior Indebtedness pursuant to
      Section 5.10(b).

      (e) Notwithstanding the foregoing, the limitations of this Section 5.10
shall not in any way preclude the Company from merging with or into, or from
acquiring or being acquired by, another Person (including by way of merger,
stock purchase or acquisition of assets) that is not a Subsidiary of the Company
in an arm's length transaction entered into in good faith, even though the pro
forma consolidated balance sheet of the surviving Person immediately following
the consummation of such merger, or of the acquiror immediately following the
completion of such acquisition transaction, may include Additional Junior
Indebtedness in amounts in excess of amounts that would otherwise be permitted
by this Section 5.10; provided, however, that thereafter the limitations on
future incurrences of Additional Junior Indebtedness in this Section 5.10 shall
continue to apply to the Company (in the event that it is the surviving
corporation in such merger transaction or the acquiror in such acquisition
transaction) and shall apply to the other Person (in the event that it is the
surviving corporation in such merger transaction or the acquiror in such
acquisition transaction) whether or not such other Person is expressly made a
party hereto.

      SECTION 5.11 FALL AWAY EVENT. In the event that the Preferred Securities
or the Debentures are rated Investment Grade Status by any of Moody's or S&P,
the Company shall deliver an Officers' Certificate to the Trustee to that
effect, and thereafter Section 5.10 of this Indenture shall be null and void and
shall no longer be applicable in any respect to the Company or its Subsidiaries.

      SECTION 5.12 NO INTENT TO COMMENCE AN EXTENSION PERIOD. The Company has no
present intention to exercise its right under Section 4.1 to defer payments of
interest on the Debentures by selecting an Extension Period. The Company
believes that the likelihood that it would exercise its right under Section 4.1
to defer payments of interest on the Debentures by selecting an Extension Period
at any time during which the Debentures are outstanding is remote because of the
restrictions that would be imposed on the Company pursuant to Sections 4.3 and
5.6 of this Indenture.

                                   ARTICLE VI.
                     THE DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

      SECTION 6.1. THE COMPANY TO FURNISH THE TRUSTEE NAMES AND ADDRESSES OF THE
DEBENTUREHOLDERS. The Company shall furnish or cause to be furnished to the
Trustee (a) on a quarterly basis on each regular record date (as described in
Section 2.5) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of the Debentures as of such regular record
date, provided that the Company shall not be obligated to furnish or cause to be
furnished such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company (in the event
the Company fails to provide


                                       25
<PAGE>
such list on a quarterly basis, the Trustee shall be entitled to rely on the
most recent list provided by the Company); and (b) at such other times as the
Trustee may request in writing within thirty (30) days after the receipt by the
Company of any such request, a list in similar form and content as of a date not
more than fifteen (15) days prior to the time such list is furnished; provided,
however, that, in either case, no such list need be furnished if the Trustee
shall be the Debenture Registrar.

      SECTION 6.2. PRESERVATION OF INFORMATION COMMUNICATIONS WITH THE
DEBENTUREHOLDERS.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debentures contained in the most recent list furnished to it as provided in
Section 6.1 and as to the names and addresses of holders of Debentures received
by the Trustee in its capacity as Debenture Registrar for the Debentures (if
acting in such capacity).

      (b) The Trustee may destroy any list furnished to it as provided in
Section 6.1 upon receipt of a new list so furnished.

      (c) Debentureholders may communicate as provided in Section 312(b) of the
Trust Indenture Act with other Debentureholders with respect to their rights
under this Indenture or under the Debentures.

      SECTION 6.3. REPORTS BY THE COMPANY.

      (a) The Company covenants and agrees to file with the Trustee, within
fifteen (15) days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

      (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

      (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Debentureholders, as their names and addresses
appear upon the Debenture Register, within


                                       26
<PAGE>
thirty (30) days after the filing thereof with the Trustee, such summaries of
any information, documents and reports required to be filed by the Company
pursuant to subsections (a) and (b) of this Section 6.3 as may be required by
rules and regulations prescribed from time to time by the Commission.

      SECTION 6.4. REPORTS BY THE TRUSTEE.

      (a) On or before October 15 in each year in which any of the Debentures
are Outstanding, the Trustee shall transmit by mail, first class postage
prepaid, to the Debentureholders, as their names and addresses appear upon the
Debenture Register, a brief report dated as of the preceding September 30, if
and to the extent required under Section 313(a) of the Trust Indenture Act.

      (b) The Trustee shall comply with Section 313(b) and 313(c) of the Trust
Indenture Act.

      (c) A copy of each such report shall, at the time of such transmission to
Debentureholders, be filed by the Trustee with the Company, with the New York
Stock Exchange, or other stock exchange on which any Debentures are listed
and/or the Nasdaq National Market or any other trading system on or in which any
Debentures are quoted or included (if so listed, quoted or included) and also
with the Commission. The Company agrees to notify the Trustee when any
Debentures become listed on the New York Stock Exchange or on any other stock
exchange or designated for inclusion or quotation in or on the Nasdaq National
Market or any other trading system.

                                  ARTICLE VII.
                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

      SECTION 7.1. EVENTS OF DEFAULT.

      (a) Whenever used herein with respect to the Debentures, "Event of
Default" means any one or more of the following events that has occurred and is
continuing:

            (i) the Company defaults in the payment of any installment of
      interest upon any of the Debentures, as and when the same shall become due
      and payable, and continuance of such default for a period of thirty (30)
      days; provided, however, that a valid extension of an interest payment
      period by the Company in accordance with the terms of this Indenture shall
      not constitute a default in the payment of interest for this purpose;

            (ii) the Company defaults in the payment of the principal on the
      Debentures as and when the same shall become due and payable whether at
      maturity, upon redemption, by declaration or otherwise;

            (iii) the Company fails to observe or perform any other of its
      covenants or agreements with respect to the Debentures for a period of
      ninety (90) days after the date


                                       27
<PAGE>
      on which written notice of such failure, requiring the same to be remedied
      and stating that such notice is a "Notice of Default" hereunder, shall
      have been given to the Company by the Trustee, by registered or certified
      mail, or to the Company and the Trustee by the holders of at least
      twenty-five percent (25%) in principal amount of the Debentures at the
      time Outstanding;

            (iv) the Company pursuant to or within the meaning of any Bankruptcy
      Law (A) commences a voluntary case; (B) consents to the entry of an order
      for relief against it in an involuntary case; (C) consents to the
      appointment of a Custodian of it or for all or substantially all of its
      property; or (D) makes a general assignment for the benefit of its
      creditors;

            (v) a court of competent jurisdiction enters an order under any
      Bankruptcy Law that (A) is for relief against the Company in an
      involuntary case; (B) appoints a Custodian of the Company for all or
      substantially all of its property; or (C) orders the liquidation of the
      Company, and the order or decree remains unstayed and in effect for ninety
      (90) days; or

            (vi) the Trust shall have voluntarily or involuntarily dissolved,
      wound-up its business or otherwise terminated its existence except in
      connection with (A) the distribution of Debentures to holders of Trust
      Securities in liquidation of their interests in the Trust; (B) the
      redemption of all of the outstanding Trust Securities of the Trust; or (C)
      certain mergers, consolidations or amalgamations, each as permitted by the
      Trust Agreement.

      (b) In each and every such case referred to in items (i) through (vi) of
Section 7.1(a), unless the principal of all the Debentures shall have already
become due and payable, either the Trustee or the holders of not less than
twenty-five percent (25%) in aggregate principal amount of the Debentures then
Outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by such Debentureholders) may declare the principal of all the
Debentures to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, notwithstanding
anything contained in this Indenture or in the Debentures.

      (c) At any time after the principal of the Debentures shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of at least a majority in aggregate principal amount of the Debentures
then Outstanding hereunder, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if: (i) the Company
has paid or deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Debentures and the principal of any and
all Debentures that shall have become due otherwise than by acceleration (with
interest upon such principal, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Debentures to the date of such payment or
deposit) and the amount payable to the Trustee under Section 9.7; and (ii) any
and all Events of Default under this Indenture, other than the nonpayment of
principal on Debentures that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 7.6.


                                       28
<PAGE>
No such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.

      (d) In case the Trustee shall have proceeded to enforce any right with
respect to Debentures under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee, then and in
every such case the Company and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Company and the Trustee shall continue as though no such proceedings had
been taken.

      SECTION 7.2. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY THE
TRUSTEE.

      (a) The Company covenants that (i) in case it shall default in the payment
of any installment of interest on any of the Debentures, and such default shall
have continued for a period of thirty (30) days (other than by reason of a valid
extension of an interest payment period by the Company in accordance with the
terms of this Indenture); or (ii) in case it shall default in the payment of the
principal of any of the Debentures when the same shall have become due and
payable, whether upon maturity of the Debentures or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company shall
pay to the Trustee, for the benefit of the holders of the Debentures, the whole
amount that then shall have become due and payable on all such Debentures for
principal or interest, or both, as the case may be, with interest upon the
overdue principal; and (to the extent that payment of such interest is
enforceable under applicable law and, if the Debentures are held by the Trust or
a trustee of the Trust, without duplication of any other amounts paid by the
Trust or trustee in respect thereof) upon overdue installments of interest at
the rate per annum expressed in the Debentures; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 9.7.

      (b) If the Company shall fail to pay such amounts set forth in Section
7.2(a) forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
other obligor upon the Debentures and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
other obligor upon the Debentures, wherever situated.

      (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, the Trust, or the creditors or property of either, the
Trustee shall have power to intervene in such proceedings and take any action
therein that may be permitted by the court and shall (except as may be otherwise
provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of the Debentures allowed for the entire amount due
and payable by the Company under this Indenture at the date of institution of
such proceedings and for any additional amount that may become due and payable
by the Company after such date, and to collect and receive any


                                       29
<PAGE>
moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 9.7; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of the Debentures to
make such payments to the Trustee, and, in the event that the Trustee shall
consent to the making of such payments directly to such Debentureholders, to pay
to the Trustee any amount due it under Section 9.7.

      (d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to the Debentures, may be
enforced by the Trustee without the possession of any of such Debentures, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 9.7, be
for the ratable benefit of the holders of the Debentures. In case of an Event of
Default hereunder which is continuing, the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. Nothing contained herein
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Debentureholder any plan of reorganization, arrangement,
adjustment or composition affecting the Debentures or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Debentureholder in any such proceeding.

      SECTION 7.3. APPLICATION OF MONEYS COLLECTED. Any moneys or other assets
collected by the Trustee pursuant to this Article VII with respect to the
Debentures shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys or other assets
on account of principal or interest, upon presentation of the Debentures, and
notation thereon of the payment, if only partially paid, and upon surrender
thereof if fully paid:

            FIRST: To the payment of costs and expenses of collection and of all
      amounts payable to the Trustee under Section 9.7;

            SECOND: To the payment of all Senior Indebtedness if and to the
      extent required by Article XVI; and

            THIRD: To the payment of the amounts then due and unpaid upon the
      Debentures for principal and interest, in respect of which or for the
      benefit of which such money has been collected, ratably, without
      preference or priority of any kind, according to the amounts due and
      payable on such Debentures for principal and interest, respectively.


                                       30
<PAGE>
      SECTION 7.4. LIMITATION ON SUITS.

      (a) Except as set forth in this Indenture, no holder of any Debenture
shall have any right by virtue or by availing of any provision of this Indenture
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Debentures specifying such Event of
Default, as hereinbefore provided; (ii) the holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Debentures then Outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
and (iv) the Trustee for sixty (60) days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such action,
suit or proceeding and during such sixty (60) day period, the holders of at
least a majority in principal amount of the Debentures do not give the Trustee a
direction inconsistent with the request.

      (b) Notwithstanding anything contained herein to the contrary or any other
provisions of this Indenture, the right of any holder of the Debentures to
receive payment of the principal of and interest on the Debentures, as therein
provided, on or after the respective due dates expressed in such Debenture (or
in the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder and
by accepting a Debenture hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debenture with every other such
taker and holder and the Trustee that no one or more holders of the Debentures
shall have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the
holders of any other of such Debentures, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of the Debentures. For the protection and
enforcement of the provisions of this Section 7.4, each and every
Debentureholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

      SECTION 7.5. RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

      (a) Except as otherwise provided in Section 2.9(b), all powers and
remedies given by this Article VII to the Trustee or to the Debentureholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Debentures.

      (b) No delay or omission of the Trustee or of any holder of any of the
Debentures to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such


                                       31
<PAGE>
default or an acquiescence therein; and, subject to the provisions of Section
7.4, every power and remedy given by this Article VII or by law to the Trustee
or the Debentureholders may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the Debentureholders.

SECTION 7.6. CONTROL BY THE DEBENTUREHOLDERS. The holders of at least a majority
in aggregate principal amount of the Debentures at the time Outstanding,
determined in accordance with Section 10.4, shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture. Subject to the provisions of Section 9.1, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall determine that the action so directed would be
unjustly prejudicial to the holders not taking part in such direction or if the
Trustee, being advised by counsel, determines that the action or proceeding so
directed may not lawfully be taken, or if a Responsible Officer or Officers of
the Trustee, determine that the proceeding so directed would involve the Trustee
in personal liability. The holders of at least a majority in aggregate principal
amount of the Debentures at the time Outstanding affected thereby, or the
holders of at least a majority in liquidation preference of the Trust Securities
of the Trust at the time Outstanding affected thereby, in each case determined
in accordance with Section 10.4, may on behalf of the holders of all of the
Debentures or of all of the Preferred Securities waive any past default in the
performance of any of the covenants contained herein and its consequences or any
past Default or Event of Default, except (i) a default in the payment of the
principal of or interest on any of the Debentures as and when the same shall
become due by the terms of such Debentures otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Trustee (in accordance with Section 7.1(c)); (ii) a
default in the covenants contained in Section 5.7; or (iii) in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of the holder of each Outstanding Debenture affected; provided, however,
that if the Debentures are held by the Trust or a trustee of the Trust, such
waiver or modification to such waiver shall not be effective until the holders
of a majority in liquidation preference of Trust Securities of the Trust shall
have consented to such waiver or modification to such waiver; provided further,
that if the consent of the holder of each Outstanding Debenture is required,
such waiver shall not be effective until each holder of the Trust Securities of
the Trust shall have consented to such waiver. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

      SECTION 7.7. UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each holder of any Debentures by such holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as the
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable


                                       32
<PAGE>
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 7.7 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Debentureholder, or group of the
Debentureholders holding more than ten percent (10%) in aggregate principal
amount of the Outstanding Debentures, or to any suit instituted by any
Debentureholder for the enforcement of the payment of the principal of or
interest on the Debentures, on or after the respective due dates expressed in
such Debenture or established pursuant to this Indenture.

      SECTION 7.8. DIRECT ACTION; RIGHT OF SET-OFF. In the event that an Event
of Default has occurred and is continuing and such event is attributable to the
failure of the Company to pay interest on or principal of the Debentures on an
Interest Payment Date or Maturity Date, as applicable, then a holder of
Preferred Securities may institute and prosecute a legal proceeding directly
against the Company for enforcement of payment to such holder of the principal
of or interest on such Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Preferred Securities of such holders (a
"Direct Action"). In connection with such Direct Action, the Company will have a
right of set-off under this Indenture to the extent of any payment actually made
by the Company to such holder of the Preferred Securities with respect to such
Direct Action.

                                  ARTICLE VIII.
                    FORM OF THE DEBENTURE AND ORIGINAL ISSUE

      SECTION 8.1. FORM OF DEBENTURE. The Debenture and the Trustee's
Certificate of Authentication to be endorsed thereon are to be substantially in
the forms contained as Exhibit A to this Indenture, attached hereto and
incorporated herein by reference.

      SECTION 8.2. ORIGINAL ISSUE OF THE DEBENTURES. Debentures in the aggregate
principal amount of $25,773,200 may, upon execution of this Indenture, be
executed by the Company and delivered to the Trustee for authentication. If the
Underwriters exercise their Option and there is an Option Closing Date (as such
terms are defined in the Underwriting Agreement, dated ______ , 2002, by and
among the Company, the Trust, and Legg Mason Wood Walker, Incorporated and
Stifel, Nicolaus & Company, Incorporated, as Representatives of the several
Underwriters named therein, then, on such Option Closing Date, Debentures in the
additional aggregate amount of up to $3,866,000 may be executed by the Company
and delivered to the Trustee for authentication. The Trustee shall thereupon
authenticate and deliver said Debentures to or upon the written order of the
Company, signed by its Chief Executive Officer, its President, or any Senior
Vice President and its Treasurer or an Assistant Treasurer, without any further
action by the Company.


                                       33
<PAGE>
                                   ARTICLE IX.
                             CONCERNING THE TRUSTEE

      SECTION 9.1. CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

      (a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default that may have occurred, shall undertake to
perform with respect to the Debentures such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants shall be read
into this Indenture against the Trustee. In case an Event of Default has
occurred that has not been cured or waived, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs.

      (b) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (i) prior to the occurrence of an Event of Default and after the
      curing or waiving of all such Events of Default that may have occurred:

                  (A) the duties and obligations of the Trustee shall with
            respect to the Debentures be determined solely by the express
            provisions of this Indenture, and the Trustee shall not be liable
            with respect to the Debentures except for the performance of such
            duties and obligations as are specifically set forth in this
            Indenture, and no implied covenants or obligations shall be read
            into this Indenture against the Trustee; and

                  (B) in the absence of bad faith on the part of the Trustee,
            the Trustee may with respect to the Debentures conclusively rely, as
            to the truth of the statements and the correctness of the opinions
            expressed therein, upon any certificates or opinions furnished to
            the Trustee and conforming to the requirements of this Indenture;
            but in the case of any such certificates or opinions that by any
            provision hereof are specifically required to be furnished to the
            Trustee, the Trustee shall be under a duty to examine the same to
            determine whether or not they conform to the requirements of this
            Indenture;

            (ii) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was negligent in
      ascertaining the pertinent facts;

            (iii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the holders of not less than a majority in principal amount
      of the Debentures at the time Outstanding relating to the time, method and
      place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred upon the Trustee under
      this Indenture with respect to the Debentures; and


                                       34
<PAGE>
            (iv) none of the provisions contained in this Indenture shall
      require the Trustee to expend or risk its own funds or otherwise incur
      personal financial liability in the performance of any of its duties or in
      the exercise of any of its rights or powers, if there is reasonable ground
      for believing that the repayment of such funds or liability is not
      reasonably assured to it under the terms of this Indenture or adequate
      indemnity against such risk is not reasonably assured to it.

      SECTION 9.2. NOTICE OF DEFAULTS. Within ninety (90) days after actual
knowledge by a Responsible Officer of the Trustee of the occurrence of any
Default hereunder with respect to the Debentures, the Trustee shall transmit by
mail to all holders of the Debentures, as their names and addresses appear in
the Debenture Register, notice of such Default, unless such Default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal or interest (including any Additional Payments)
on any Debenture, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust
committee of the directors and/or Responsible Officers of the Trustee determines
in good faith that the withholding of such notice is in the interests of the
holders of such Debentures; and provided, further, that in the case of any
Default of the character specified in section 7.1(a)(iii), no such notice to
holders of Debentures need be sent until at least thirty (30) days after the
occurrence thereof.

      SECTION 9.3. CERTAIN RIGHTS OF THE TRUSTEE. Except as otherwise provided
in Section 9.1:

      (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

      (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by its President or any Senior Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer thereof (unless other evidence in respect thereof is specifically
prescribed herein);

      (c) The Trustee shall not be deemed to have knowledge of a Default or an
Event of Default, other than an Event of Default specified in Section 7.1(a)(i)
or (ii), unless and until it receives written notification of such Event of
Default from the Company or by holders of at least twenty-five percent (25%) of
the aggregate principal amount of the Debentures at the time Outstanding;

      (d) The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted hereunder in
good faith and in reliance thereon;

      (e) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Debentureholders, pursuant to the provisions of this Indenture,
unless such Debentureholders shall have offered to


                                       35
<PAGE>
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default (that is continuing and has not been cured or waived) to
exercise with respect to the Debentures such of the rights and powers vested in
it by this Indenture, and to use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs;

      (f) The Trustee shall not be liable for any action taken or omitted to be
taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

      (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing so to do by the holders
of not less than a majority in principal amount of the Outstanding Debentures
(determined as provided in Section 10.4); provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding, and the reasonable expense of every such examination shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand; and

      (h) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

      SECTION 9.4. THE TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.

      (a) The Recitals contained herein and in the Debentures shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

      (b) The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Debentures.

      (c) The Trustee shall not be accountable for the use or application by the
Company of any of the Debentures or of the proceeds of such Debentures, or for
the use or application of any moneys paid over by the Trustee in accordance with
any provision of this Indenture, or for the use or application of any moneys
received by any Paying Agent other than the Trustee.

      SECTION 9.5. MAY HOLD THE DEBENTURES. The Trustee or any Paying Agent or
Debenture Registrar for the Debentures, in its individual or any other capacity,
may become the owner or pledgee of the Debentures with the same rights it would
have if it were not Trustee, Paying Agent or Debenture Registrar.


                                       36
<PAGE>
      SECTION 9.6. MONEYS HELD IN TRUST. Subject to the provisions of Section
13.5, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any moneys received by
it hereunder except such as it may agree with the Company to pay thereon.

      SECTION 9.7. COMPENSATION AND REIMBURSEMENT.

      (a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), as the Company and the Trustee may from time to time agree in
writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and, except as otherwise expressly provided herein,
the Company shall pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this Indenture,
including the costs and expenses of defending itself against any claim of
liability in the premises.

      (b) The obligations of the Company under this Section 9.7 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Debentures upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Debentures.

      SECTION 9.8. RELIANCE ON OFFICERS' CERTIFICATE. Except as otherwise
provided in Section 9.1, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting to take any
action hereunder, such matter (unless other evidence in respect thereof is
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

      SECTION 9.9. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee has
or shall acquire any "conflicting interest" within the meaning of Section 310(b)
of the Trust Indenture Act, the Trustee and the Company shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.


                                       37
<PAGE>
      SECTION 9.10. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all
times be a Trustee with respect to the Debentures issued hereunder which shall
at all times be a corporation organized and doing business under the laws of the
United States or any state or territory thereof or of the District of Columbia,
or a corporation or other Person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.
If such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 9.10, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The Company may not, nor may
any Person directly or indirectly controlling, controlled by, or under common
control with the Company, serve as Trustee. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
9.10, the Trustee shall resign immediately in the manner and with the effect
specified in Section 9.11.

      SECTION 9.11. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      (a) The Trustee or any successor hereafter appointed, may at any time
resign by giving written notice thereof to the Company and by transmitting
notice of resignation by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the Debenture
Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to Debentures by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within thirty (30) days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Debentures, or any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six (6) months may, subject to the
provisions of Sections 9.9 and 9.10, on behalf of himself or herself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

      (b) In case at any time any one of the following shall occur:

            (i) the Trustee shall fail to comply with the provisions of Section
      9.9 after written request therefor by the Company or by any
      Debentureholder who has been a bona fide holder of a Debenture or
      Debentures for at least six months; or

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.10 and shall fail to resign after written request
      therefor by the Company or by any such Debentureholder; or

            (iii) the Trustee shall become incapable of acting, or shall be
      adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
      proceeding, or a receiver of the Trustee or of its property shall be
      appointed or consented to, or any public officer


                                       38
<PAGE>
      shall take charge or control of the Trustee or of its property or affairs
      for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee with respect to all
Debentures and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Sections 9.9 and 9.10, unless the Trustee's
duty to resign is stayed as provided herein, any Debentureholder who has been a
bona fide holder of a Debenture or Debentures for at least six months may, on
behalf of that holder and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

      (c) The holders of at least a majority in aggregate principal amount of
the Debentures at the time Outstanding may at any time remove the Trustee by so
notifying the Trustee and the Company and may appoint a successor Trustee with
the consent of the Company.

      (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Debentures pursuant to any of the
provisions of this Section 9.11 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 9.12.

      (e) Any successor trustee appointed pursuant to this Section 9.11 may be
appointed with respect to the Debentures, and at any time there shall be only
one Trustee with respect to the Debentures.

      SECTION 9.12. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

      (a) In case of the appointment hereunder of a successor trustee with
respect to the Debentures, every successor trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
trustee all the rights, powers, and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor trustee all property and
money held by such retiring Trustee hereunder.

      (b) Upon request of any successor trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor trustee all such rights, powers and trusts referred to in
paragraph (a) of this Section 9.12.

      (c) No successor trustee shall accept its appointment unless at the time
of such acceptance such successor trustee shall be qualified and eligible under
this Article IX.


                                       39
<PAGE>
      (d) Upon acceptance of appointment by a successor trustee as provided in
this Section 9.12, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Debentureholders,
as their names and addresses appear upon the Debenture Register. If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

      SECTION 9.13. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such Person shall be qualified under the
provisions of Section 9.9 and eligible under the provisions of Section 9.10,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. In
case any Debentures shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Debentures so authenticated with the same effect as if such successor Trustee
had itself authenticated such Debentures.

      SECTION 9.14. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.

                                   ARTICLE X.
                         CONCERNING THE DEBENTUREHOLDERS

      SECTION 10.1. EVIDENCE OF ACTION BY THE HOLDERS.

      (a) Whenever in this Indenture it is provided that the holders of at least
a majority or specified percentage in aggregate principal amount of the
Debentures may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the holders of such majority
or specified percentage have joined therein may be evidenced by any instrument
or any number of instruments of similar tenor executed by such holders of
Debentures in person or by agent or proxy appointed in writing.

      (b) If the Company shall solicit from the Debentureholders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for the determination of Debentureholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Debentureholders of record at the close of business on the record date shall
be deemed to be Debentureholders for the purposes of


                                       40
<PAGE>
determining whether Debentureholders of the requisite proportion of Outstanding
Debentures have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Debentures shall be computed as of the record date;
provided, however, that no such authorization, agreement or consent by such
Debentureholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
(6) months after the record date.

      SECTION 10.2. PROOF OF EXECUTION BY THE DEBENTUREHOLDERS. Subject to the
provisions of Section 9.1, proof of the execution of any instrument by a
Debentureholder (such proof shall not require notarization) or such
Debentureholder's agent or proxy and proof of the holding by any Person of any
of the Debentures shall be sufficient if made in the following manner:

      (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

      (b) The ownership of Debentures shall be proved by the Debenture Register
of such Debentures or by a certificate of the Debenture Registrar thereof.

      (c) The Trustee may require such additional proof of any matter referred
to in this Section 10.2 as it shall deem necessary.

      SECTION 10.3. WHO MAY BE DEEMED OWNERS. Prior to the due presentment for
registration of transfer of any Debenture, the Company, the Trustee, any Paying
Agent, any Authenticating Agent and any Debenture Registrar may deem and treat
the Person in whose name such Debenture shall be registered upon the books of
the Company as the absolute owner of such Debenture (whether or not such
Debenture shall be overdue and notwithstanding any notice of ownership or
writing thereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal of and interest
on such Debenture (subject to Section 2.3) and for all other purposes; and
neither the Company nor the Trustee nor any Paying Agent nor any Authenticating
Agent nor any Debenture Registrar shall be affected by any notice to the
contrary.

      SECTION 10.4. CERTAIN DEBENTURES OWNED BY COMPANY DISREGARDED. In
determining whether the holders of the requisite aggregate principal amount of
the Debentures have concurred in any direction, consent or waiver under this
Indenture, the Debentures that are owned by the Company or any other obligor on
the Debentures or by any Person directly or indirectly controlling or controlled
by or under common control with the Company or any other obligor on the
Debentures shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that (a) for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Debentures that a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded; and (b) for purposes of this Section
10.4, the Trust shall be deemed not to be controlled by the Company. The
Debentures so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section 10.4, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act with
respect to such Debentures and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common


                                       41
<PAGE>
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

      SECTION 10.5. ACTIONS BINDING ON THE FUTURE DEBENTUREHOLDERS. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
10.1, of the taking of any action by the holders of the majority or percentage
in aggregate principal amount of the Debentures specified in this Indenture in
connection with such action, any holder of a Debenture that is shown by the
evidence to be included in the Debentures the holders of which have consented to
such action may, by filing written notice with the Trustee, and upon proof of
holding as provided in Section 10.2, revoke such action so far as concerns such
Debenture. Except as aforesaid, any such action taken by the holder of any
Debenture shall be conclusive and binding upon such holder and upon all future
holders and owners of such Debenture, and of any Debenture issued in exchange
therefor, on registration of transfer thereof or in place thereof, irrespective
of whether or not any notation in regard thereto is made upon such Debenture.
Any action taken by the holders of the majority or percentage in aggregate
principal amount of the Debentures specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Debentures.

                                   ARTICLE XI.
                             SUPPLEMENTAL INDENTURES

      SECTION 11.1. SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF THE
DEBENTUREHOLDERS. In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Debentureholders, for one or more of the following purposes:

      (a) to cure any ambiguity, defect, or inconsistency herein, or in the
Debentures;

      (b) to comply with Article X;

      (c) to provide for uncertificated Debentures in addition to or in place of
certificated Debentures;

      (d) to add to the covenants of the Company for the benefit of the holders
of all or any of the Debentures or to surrender any right or power herein
conferred upon the Company;

      (e) to add to, delete from, or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Debentures, as herein set forth;

      (f) to make any change that does not adversely affect the rights of any
Debentureholder in any material respect;

      (g) to provide for the issuance of and establish the form and terms and
conditions of the Debentures, to establish the form of any certifications
required to be furnished pursuant to


                                       42
<PAGE>
the terms of this Indenture or of the Debentures, or to add to the rights of the
holders of the Debentures;

      (h) to qualify or maintain the qualification of this Indenture under the
Trust Indenture Act; or

      (i) to evidence a consolidation or merger involving the Company as
permitted under Section 12.1.

      The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section 11.1 may
be executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time Outstanding, notwithstanding any of the
provisions of Section 11.2.

      SECTION 11.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF THE
DEBENTUREHOLDERS. With the consent (evidenced as provided in Section 10.1) of
the holders of not less than a majority in aggregate principal amount of the
Debentures at the time Outstanding, the Company, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner not covered by Section 11.1 the rights of the holders of the
Debentures under this Indenture; provided, however, that no such supplemental
indenture shall without the consent of the holders of each Debenture then
Outstanding and affected thereby, (a) extend the fixed maturity of any
Debentures, reduce the principal amount thereof, reduce the rate or extend the
time of payment of interest thereon, or limit the right of a holder of Preferred
Securities to institute and prosecute a Direct Action; or (b) reduce the
aforesaid percentage of Debentures, the holders of which are required to consent
to any such supplemental indenture; provided further, that if the Debentures are
held by the Trust or a trustee of the Trust, such supplemental indenture shall
not be effective until the holders of at least a majority in liquidation
preference of Trust Securities of the Trust shall have consented to such
supplemental indenture; provided further, that if the consent of the holder of
each Outstanding Debenture is required, such supplemental indenture shall not be
effective until each holder of the Trust Securities of the Trust shall have
consented to such supplemental indenture. It shall not be necessary for the
consent of the Debentureholders affected thereby under this Section 11.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.

      SECTION 11.3. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article XI, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Debentures shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and


                                       43
<PAGE>
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

      SECTION 11.4. THE DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES. The
Debentures affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article XI, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which the Debentures may
be listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Debentures so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Debentures then Outstanding.

      SECTION 11.5. EXECUTION OF SUPPLEMENTAL INDENTURES.

      (a) Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Debentureholders
required to consent thereto as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated, to enter into such supplemental indenture. The Trustee,
subject to the provisions of Sections 9.1, may receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article XI is authorized or permitted by, and conforms to, the terms of this
Article XI and that it is proper for the Trustee under the provisions of this
Article XI to join in the execution thereof.

      (b) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 11.5, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Debentureholders as their names and addresses appear upon the Debenture
Register. Any failure of the Trustee to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

                                  ARTICLE XII.
                              SUCCESSOR CORPORATION

      SECTION 12.1. THE COMPANY MAY CONSOLIDATE, ETC. Nothing contained in this
Indenture or in any of the Debentures shall prevent any consolidation or merger
of the Company with or into any other corporation or corporations (whether or
not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company, as the case may be, or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company, as the
case may be, or its successor or successors as an entirety, or substantially as
an entirety, to any other corporation (whether or not affiliated with the
Company, as the case may be, or its successor or successors) authorized to
acquire and operate the same; provided, however, that the Company hereby
covenants and agrees that (a) upon any such consolidation, merger, sale,
conveyance, transfer or


                                       44
<PAGE>
other disposition, the due and punctual payment, in the case of the Company, of
the principal of and interest on all of the Debentures, according to their tenor
and the due and punctual performance and observance of all the covenants and
conditions of this Indenture to be kept or performed by the Company, as the case
may be, shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company, as the case may
be, shall have been merged, or by the entity which shall have acquired such
property, and the ultimate parent entity of such successor entity expressly
assumes the obligations of the Company under the related Preferred Securities
Guarantee, to the extent the Preferred Securities are then Outstanding; (b) in
case the Company consolidates with or merges into another Person or conveys or
transfers its properties and assets substantially as an entirety to any Person,
the successor Person is organized under the laws of the United States or any
state or the District of Columbia; and (c) immediately after giving effect
thereto, no Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have occurred and be
continuing.

      SECTION 12.2. SUCCESSOR CORPORATION SUBSTITUTED.

      (a) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of, in the case of the Company, the due and punctual
payment of the principal of and interest on all of the Debentures Outstanding
and the due and punctual performance of all of the covenants and conditions of
this Indenture to be performed by the Company, as the case may be, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named as the Company herein, and thereupon the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Debentures.

      (b) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Debentures thereafter to be issued as may be
appropriate.

      (c) Nothing contained in this Indenture or in any of the Debentures shall
prevent the Company from merging into itself or acquiring by purchase or
otherwise, all or any part of, the property of any other Person (whether or not
affiliated with the Company).

      SECTION 12.3. EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE. The Trustee,
subject to the provisions of Section 9.1, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article XII.

                                  ARTICLE XIII.
                           SATISFACTION AND DISCHARGE

      SECTION 13.1. SATISFACTION AND DISCHARGE OF INDENTURE. If at any time: (a)
the Company shall have delivered to the Trustee for cancellation all Debentures
theretofore authenticated (other than any Debentures that shall have been
destroyed, lost or stolen and that


                                       45
<PAGE>
shall have been replaced or paid as provided in Section 2.9) and all Debentures
for whose payment money or Governmental Obligations have theretofore been
deposited in trust or segregated and held in trust by the Company (and thereupon
repaid to the Company or discharged from such trust, as provided in Section
13.5); or (b) all such Debentures not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
sufficient, or a combination thereof sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay at maturity or upon
redemption all Debentures not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company; then this Indenture shall thereupon cease to be of further effect
except for the provisions of Sections 2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.7 and
9.10, that shall survive until the date of maturity or redemption date, as the
case may be, and Sections 9.7 and 13.5, that shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture.

      SECTION 13.2. DISCHARGE OF OBLIGATIONS. If at any time all Debentures not
heretofore delivered to the Trustee for cancellation or that have not become due
and payable as described in Section 13.1 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient in the opinion of a nationally recognized
certified public accounting firm to pay at maturity or upon redemption all
Debentures not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee, the obligations of the Company under this Indenture shall
cease to be of further effect except for the provisions of Sections 2.3, 2.7,
2.9, 5.1, 5.2, 5.3, 9.7 and 13.5, that shall survive until such Debentures shall
mature and be paid. Thereafter, Sections 9.7 and 13.5 shall survive.

      SECTION 13.3. DEPOSITED MONEYS TO BE HELD IN TRUST. All moneys or
Governmental Obligations deposited with the Trustee pursuant to Sections 13.1 or
13.2 shall be held in trust and shall be available for payment as due, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent), to the holders of the Debentures for the payment or redemption of
which such moneys or Governmental Obligations have been deposited with the
Trustee.

      SECTION 13.4. PAYMENT OF MONEYS HELD BY PAYING AGENTS. In connection with
the satisfaction and discharge of this Indenture, all moneys or Governmental
Obligations then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company,


                                       46
<PAGE>
be paid to the Trustee and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys or Governmental Obligations.

      SECTION 13.5. REPAYMENT TO THE COMPANY. Any monies or Governmental
Obligations deposited with any Paying Agent or the Trustee, or then held by the
Company in trust, for payment of principal of or interest on the Debentures that
are not applied but remain unclaimed by the holders of such Debentures for at
least two years after the date upon which the principal of or interest on such
Debentures shall have respectively become due and payable, shall be repaid to
the Company, as the case may be, on June 30 of each year or (if then held by the
Company) shall be discharged from such trust; and thereupon the Paying Agent and
the Trustee shall be released from all further liability with respect to such
moneys or Governmental Obligations, and the holder of any of the Debentures
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

                                  ARTICLE XIV.
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

      SECTION 14.1. NO RECOURSE. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of the Debentures, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever, shall
attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Debentures or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Debentures or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Debentures.

                                   ARTICLE XV.
                            MISCELLANEOUS PROVISIONS

      SECTION 15.1. EFFECT ON SUCCESSORS AND ASSIGNS. All the covenants,
stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind its respective successors and assigns, whether
so expressed or not.


                                       47
<PAGE>
      SECTION 15.2. ACTIONS BY SUCCESSOR. Any act or proceeding by any provision
of this Indenture authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed with
like force and effect by the corresponding board, committee or officer of any
corporation that shall at the time be the lawful sole successor of the Company.

      SECTION 15.3. SURRENDER OF THE COMPANY POWERS. The Company by instrument
in writing executed by appropriate authority of its Board of Directors and
delivered to the Trustee may surrender any of the powers reserved to the
Company, and thereupon such power so surrendered shall terminate both as to the
Company, as the case may be, and as to any successor corporation.

      SECTION 15.4. NOTICES. Except as otherwise expressly provided herein any
notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Debentures
to or on the Company may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: c/o Stifel
Financial Corp., 501 North Broadway, St. Louis, Missouri 63102, Attention: Chief
Financial Officer. Any notice, election, request or demand by the Company or any
Debentureholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.

      SECTION 15.5. GOVERNING LAW. This Indenture and each Debenture shall be
deemed to be a contract made under the internal laws of the State of Missouri
and for all purposes shall be construed in accordance with the laws of said
State.

      SECTION 15.6. TREATMENT OF THE DEBENTURES AS DEBT. It is intended that the
Debentures shall be treated as indebtedness and not as equity for federal income
tax purposes. The provisions of this Indenture shall be interpreted to further
this intention. The Company (with respect to its separate books and records),
the Trustee and, by acceptance of a Debenture, each holder of a Debenture, agree
to treat the Debentures as indebtedness of the Company and not as equity for all
tax (including without limitation, federal income tax) and financial accounting
purposes.

      SECTION 15.7. COMPLIANCE CERTIFICATES AND OPINIONS.

      (a) Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

      (b) Each certificate or opinion of the Company provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this


                                       48
<PAGE>
Indenture shall include (i) a statement that the Person making such certificate
or opinion has read such covenant or condition; (ii) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; (iii) a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as, in the opinion of such Person, is necessary to
enable him or her to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (iv) a statement as to whether
or not, in the opinion of such Person, such condition or covenant has been
complied with; provided, however, that each such certificate shall comply with
the provisions of Section 314 of the Trust Indenture Act.

      SECTION 15.8. PAYMENTS ON BUSINESS DAYS.

      In any case where the date of maturity of interest or principal of any
Debenture or the date of redemption of any Debenture shall not be a Business
Day, then payment of interest or principal may (subject to Section 2.5(b)) be
made on the next succeeding Business Day with the same force and effect as if
made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.

      SECTION 15.9. CONFLICT WITH TRUST INDENTURE ACT.

      If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

      SECTION 15.10. COUNTERPARTS. This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

      SECTION 15.11. SEPARABILITY. In case any one or more of the provisions
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Indenture or
of the Debentures, but this Indenture and the Debentures shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.

      SECTION 15.12. ASSIGNMENT. The Company shall have the right at all times
to assign any of its respective rights or obligations under this Indenture to a
direct or indirect wholly owned Subsidiary of the Company, provided that, in the
event of any such assignment, the Company shall remain liable for all such
obligations. Subject to the foregoing, this Indenture is binding upon and inures
to the benefit of the parties thereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties thereto.

      SECTION 15.13. ACKNOWLEDGMENT OF RIGHTS; RIGHT OF SETOFF.

      (a) The Company acknowledges that, with respect to any Debentures held by
the Trust or a trustee of the Trust, if the Property Trustee fails to enforce
its rights under this Indenture as the holder of the Debentures held as the
assets of the Trust, any holder of Preferred


                                       49
<PAGE>
Securities may institute legal proceedings directly against the Company to
enforce such Property Trustee's rights under this Indenture without first
instituting any legal proceedings against such Property Trustee or any other
person or entity. Notwithstanding the foregoing, and notwithstanding the
provisions of Section 7.4(a) hereof, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company to pay
principal or interest on the Debentures on the date such principal or interest
is otherwise payable (or in the case of redemption, on the redemption date), the
Company acknowledges that a holder of Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such holder on
or after the respective due date specified in the Debentures.

      (b) Notwithstanding anything to the contrary contained in this Indenture,
the Company shall have the right to setoff any payment it is otherwise required
to make hereunder in respect of any Trust Securities to the extent that the
Company has previously made, or is concurrently making, a payment to the holder
of such Trust Securities under the Preferred Securities Guarantee or in
connection with a proceeding for enforcement of payment of the principal of or
interest on the Debentures directly brought by holders of any Trust Securities.

                                  ARTICLE XVI.
                         SUBORDINATION OF THE DEBENTURES

      SECTION 16.1. AGREEMENT TO SUBORDINATE. The Company covenants and agrees,
and each holder of the Debentures issued hereunder by such holder's acceptance
thereof likewise covenants and agrees, that all the Debentures shall be issued
subject to the provisions of this Article XVI; and each holder of a Debenture,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions. The payment by the Company of the
principal of and interest on all the Debentures issued hereunder shall, to the
extent and in the manner hereinafter set forth, be subordinated and junior in
right of payment to the prior payment in full of all Senior Debt, Subordinated
Debt and Additional Senior Obligations of the Company (collectively, "Senior
Indebtedness") to the extent provided herein, whether outstanding at the date of
this Indenture or thereafter incurred. No provision of this Article XVI shall
prevent the occurrence of any default or Event of Default hereunder.

      SECTION 16.2. DEFAULT ON SENIOR INDEBTEDNESS. Upon the occurrence and any
continuation of any default by the Company in the payment of principal, premium,
interest or any other payment due on any Senior Indebtedness, or in the event
that the maturity of any Senior Indebtedness has been accelerated because of
such a default, or in the event of the commencement of a judicial proceeding
with regard to such an alleged default or event of default, then, in any case,
no payment shall be made by the Company with respect to the principal (including
redemption payments) of or interest on the Debentures. In the event that,
notwithstanding the foregoing, any payment shall be received by the Trustee when
such payment is prohibited by the preceding sentence of this Section 16.2, such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may


                                       50
<PAGE>
appear, but only to the extent that the holders of the Senior Indebtedness (or
their representative or representatives or a trustee) notify the Trustee in
writing within ninety (90) days after such payment of the amounts then due and
owing on the Senior Indebtedness and only the amounts specified in such notice
to the Trustee shall be paid to the holders of the Senior Indebtedness.

      SECTION 16.3. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

      (a) Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
shall first be paid in full, or payment thereof provided for in money in
accordance with its terms, before any payment is made by the Company on account
of the principal or interest on the Debentures; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the holders of the Debentures or the Trustee
would be entitled to receive from the Company, except for the provisions of this
Article XVI, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the holders of the Debentures or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the holders of the Debentures or to the Trustee.

      (b) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness is paid in full, or provision is made for
such payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness, as the case may be,
remaining unpaid to the extent necessary to pay such Senior Indebtedness in full
in money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Indebtedness.

      (c) For purposes of this Article XVI, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article


                                       51
<PAGE>
XVI with respect to the Debentures to the payment of all Senior Indebtedness, as
the case may be, that may at the time be outstanding, provided that (i) such
Senior Indebtedness is assumed by the new corporation, if any, resulting from
any such reorganization or readjustment; and (ii) the rights of the holders of
such Senior Indebtedness are not, without the consent of such holders, altered
by such reorganization or readjustment. The consolidation of the Company with,
or the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article XII shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 16.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 9.7.

      SECTION 16.4. SUBROGATION.

      (a) Subject to the payment in full of all Senior Indebtedness, the rights
of the holders of the Debentures shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company, as the case may be, applicable to
such Senior Indebtedness until the principal of and interest on the Debentures
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Senior Indebtedness of any cash, property
or securities to which the holders of the Debentures or the Trustee would be
entitled except for the provisions of this Article XVI, and no payment over
pursuant to the provisions of this Article XVI to or for the benefit of the
holders of such Senior Indebtedness by holders of the Debentures or the Trustee,
shall, as between the Company, its creditors (other than holders of Senior
Indebtedness of the Company), and the holders of the Debentures, be deemed to be
a payment by the Company to or on account of such Senior Indebtedness. It is
understood that the provisions of this Article XVI are and are intended solely
for the purposes of defining the relative rights of the holders of the
Debentures, on the one hand, and the holders of such Senior Indebtedness on the
other hand.

      (b) Nothing contained in this Article XVI or elsewhere in this Indenture
or in the Debentures is intended to or shall impair, as between the Company, its
creditors (other than the holders of Senior Indebtedness), and the holders of
the Debentures, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Debentures the principal of and
interest on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, as the
case may be, other than the holders of Senior Indebtedness, as the case may be,
nor shall anything herein or therein prevent the Trustee or the holder of any
Debenture from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article XVI of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company, as the case may be, received upon the
exercise of any such remedy.

      (c) Upon any payment or distribution of assets of the Company referred to
in this Article XVI, the Trustee, subject to the provisions of Article IX, and
the holders of the


                                       52
<PAGE>
Debentures shall be entitled to conclusively rely upon any order or decree made
by any court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the holders
of the Debentures, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XVI.

      SECTION 16.5. THE TRUSTEE TO EFFECTUATE SUBORDINATION. Each holder of
Debentures by such holder's acceptance thereof authorizes and directs the
Trustee on such holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XVI and
appoints the Trustee such holder's attorney-in-fact for any and all such
purposes.

      SECTION 16.6. NOTICE BY THE COMPANY.

      (a) The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Debentures
pursuant to the provisions of this Article XVI. Notwithstanding the provisions
of this Article XVI or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article XVI, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 9.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 16.6 at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Debenture), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.

      (b) The Trustee, subject to the provisions of Section 9.1, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior Indebtedness (or
a trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior Indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XVI, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to


                                       53
<PAGE>
the rights of such Person under this Article XVI, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

      SECTION 16.7. RIGHTS OF THE TRUSTEE; HOLDERS OF THE SENIOR INDEBTEDNESS.

      (a) The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XVI in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. The Trustee's right to compensation and reimbursement
of expenses as set forth in Section 9.7 shall not be subject to the
subordination provisions of this Article XVI.

      (b) With respect to the holders of the Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XVI, and no implied covenants or
obligations with respect to the holders of such Senior Indebtedness shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of such Senior Indebtedness and, subject
to the provisions of Section 9.1, the Trustee shall not be liable to any holder
of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures, the Company or any other Person money or assets to which any holder
of such Senior Indebtedness shall be entitled by virtue of this Article XVI or
otherwise.

      SECTION 16.8. SUBORDINATION MAY NOT BE IMPAIRED.

      (a) No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof that any such holder may have or
otherwise be charged with.

      (b) Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the holders of the
Debentures, without incurring responsibility to the holders of the Debentures
and without impairing or releasing the subordination provided in this Article
XVI or the obligations hereunder of the holders of the Debentures to the holders
of such Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of such Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.


                                       54
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                        STIFEL FINANCIAL CORP.

                                        By: ____________________________________
                                        Name:
                                        Title:

Attest:

__________________________________

                                        WILMINGTON TRUST COMPANY, as Trustee

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

Attest:

__________________________________


                                       55
<PAGE>
STATE OF __________                 )
                                    ) ss
COUNTY OF ___________               )

      On this day of __________, 2002, before me appeared __________________, to
me personally known, who, being by me duly sworn, did say that he is the
____________________ of Stifel Financial Corp., and that the seal affixed to
said instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed on behalf of said corporation by authority of
its Board of Directors and said __________________ acknowledged said instrument
to be the free act and deed of said corporation.

      In testimony whereof I have hereunto set my hand and affixed my official
seal at my office in said county and state the day and year last above written.


                                        ________________________________________
                                        Notary Public

                                        My term expires: _______________________

STATE OF __________                 )
                                    ) ss
COUNTY OF ___________               )

      On this day of ___________, 2002, before me appeared ___________________,
to me personally known, who, being by me duly sworn, did say that he is the
_____________________ of Wilmington Trust Company, and that the seal affixed to
said instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed on behalf of said corporation by authority of
its Board of Directors and said _____________________________, acknowledged said
instrument to be the free act and deed of said corporation.

      In testimony whereof I have hereunto set my hand and affixed my official
seal at my office in said county and state the day and year last above written.


                                        ________________________________________
                                        Notary Public

                                        My term expires: _______________________


                                       56
<PAGE>
                                    EXHIBIT A

                           (Form of Face of Debenture)

No. ____                                                            $__________.

CUSIP No. _________________.

                             STIFEL FINANCIAL CORP.

                       ____% JUNIOR SUBORDINATED DEBENTURE

                                    DUE 2032

      Stifel Financial Corp., a Delaware corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Wilmington Trust Company, as
Property Trustee for Stifel Financial Capital Trust I, or registered assigns,
the principal sum of __________ ($______) on June 30, 2032 (the "Stated
Maturity"), and to pay interest on said principal sum from June 30, 2002, or
from the most recent interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for, quarterly (subject
to deferral as set forth herein) in arrears on March 31, June 30, September 30
and December 31 of each year commencing September 30, 2002, at the rate of ____%
per annum until the principal hereof shall have become due and payable, and on
any overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded quarterly. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months. The amount of interest for any partial period
shall be computed on the basis of the number of days elapsed in a 360-day year
of twelve 30-day months. In the event that any date on which interest is payable
on this Debenture is not a business day, then payment of interest payable on
such date shall be made on the next succeeding day that 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, payment of such
interest will be made on the immediately preceding business day, in each case,
with the same force and effect as if made on such date. The interest installment
so payable, and punctually paid or duly provided for, on any Interest Payment
Date shall, as provided in the Indenture, be paid to the person in whose name
this Debenture (or one or more Predecessor Debentures, as defined in said
Indenture) is registered at the close of business on the regular record date for
such interest installment, which shall be the close of business on the business
day next preceding such Interest Payment Date unless otherwise provided in the
Indenture. Any such interest installment not punctually paid or duly provided
for shall forthwith cease to be payable to the registered holders on such
regular record date and may be paid to the Person in whose name this Debenture
(or one or more Predecessor Debentures) is registered at the close of business
on a special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice thereof shall be fixed by the Trustee for the payment
of such defaulted interest, notice thereof shall be given to the registered


                                      A-1
<PAGE>
holders of the Debentures not less than ten (10) days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or quotation
system on or in which the Debentures may be listed or quoted, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture. The principal of and the interest on this Debenture shall be payable
at the office or agency of the Trustee maintained for that purpose in any coin
or currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such place and to such account as may be designated by the
Trustee.

      The Stated Maturity may be shortened at any time by the Company to any
date not earlier than June 30, 2007.

      The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness (as defined in the Indenture). This Debenture
is issued subject to the provisions of the Indenture with respect thereto. Each
holder of this Debenture, by accepting the same, (a) agrees to and shall be
bound by such provisions; (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided; and (c) appoints the Trustee his or
her attorney-in-fact for any and all such purposes. Each holder hereof, by his
or her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

      This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

      The provisions of this Debenture are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.


                                      A-2
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated: __________ __, 2002

                                        STIFEL FINANCIAL CORP.


                                        By: ____________________________________
                                        Name:
                                        Title:

      Attest:

      By: ____________________________________
      Name: __________________________________
      Title: _________________________________


                                      A-3
<PAGE>
                     [Form of Certificate of Authentication]

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Debentures described in the within-mentioned Indenture.

Dated: ____________, 2002

Wilmington Trust Company,                  ____________________________________,
as Trustee                             or  Authenticating Agent


By: __________________________             By: _________________________________
         Authorized Signatory


                                      A-4
<PAGE>
                         [Form of Reverse of Debenture]

                  ____% JUNIOR SUBORDINATED DEBENTURE DUE 2032

                                   (CONTINUED)

      This Debenture is one of the subordinated debentures of the Company
(herein sometimes referred to as the "Debentures"), all issued or to be issued
under and pursuant to an Indenture dated as of _________ __, 2002 (the
"Indenture") duly executed and delivered between the Company and Wilmington
Trust Company, as Trustee (the "Trustee"), to which Indenture reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Debentures. The Debentures are limited in aggregate principal amount as
specified in the Indenture.

      Because of the occurrence and continuation of a Special Event (as defined
in the Indenture), in certain circumstances, this Debenture may become due and
payable at the principal amount together with any interest accrued thereon (the
"Redemption Price"). The Redemption Price shall be paid prior to 12:00 noon
Eastern Standard Time, on the date of such redemption or at such earlier time as
the Company determines. The Company shall have the right as set forth in the
Indenture to redeem this Debenture at the option of the Company, without premium
or penalty, in whole or in part at any time on or after June 30, 2007 (an
"Optional Redemption"), or at any time in certain circumstances upon the
occurrence of a Special Event, at a Redemption Price equal to 100% of the
principal amount hereof plus any accrued but unpaid interest hereon, to the date
of such redemption. Any redemption pursuant to this paragraph shall be made upon
not less than thirty (30) days' nor more than sixty (60) days' notice, at the
Redemption Price. The Redemption Price shall be paid at the time and in the
manner provided therefor in the Indenture. If the Debentures are only partially
redeemed by the Company pursuant to an Optional Redemption, the Debentures shall
be redeemed pro rata or by lot or by any other method utilized by the Trustee as
described in the Indenture. In the event of an Optional Redemption of this
Debenture in part only, a new Debenture or Debentures for the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the cancellation
hereof.

      In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

      The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time Outstanding (as defined in the
Indenture), to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall, except as provided in the Indenture, (i) extend
the fixed maturity of the Debentures, reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon without the
consent of the holder of each Debenture so affected


                                      A-5
<PAGE>
thereby; or (ii) reduce the aforesaid percentage of the Debentures, the holders
of which are required to consent to any such supplemental indenture, without the
consent of the holder of each Debenture then Outstanding and so affected
thereby. The Indenture also contains provisions permitting the holders of at
least a majority in aggregate principal amount of the Debentures at the time
Outstanding, on behalf of all of the holders of the Debentures, to waive any
past default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture, and its consequences,
except a default in the payment of the principal of or interest on any of the
Debentures. Any such consent or waiver by the registered holder of this
Debenture (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this
Debenture and of any Debenture issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Debenture.

      No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on this Debenture
at the time and place and at the rate and in the manner herein prescribed.

      The Company, as further described in the Indenture, shall have the right
at any time during the term of the Debentures and from time to time to defer
payments of interest by extending the interest payment period of such Debentures
for up to twenty (20) consecutive quarters (each, an "Extension Period"), at the
end of which period the Company shall pay all interest then accrued (together
with interest thereon at the rate specified for the Debentures to the extent
that payment of such interest is enforceable under applicable law). Before the
termination of any such Extension Period, so long as no Event of Default shall
have occurred and be continuing, the Company may further extend such Extension
Period, provided that such Extension Period together with all such further
extensions thereof shall not exceed twenty (20) consecutive quarters, extend
beyond June 30, 2032, or end on a date other than an Interest Payment Date. At
the termination of any such Extension Period and upon the payment of all
Deferred Payments then due, the Company may commence a new Extension Period.

      As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register (as defined in the Indenture) of the Company, upon surrender
of this Debenture for registration of transfer at the office or agency of the
Trustee accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Debentures of authorized denominations and for the same
aggregate principal amount shall be issued to the designated transferee or
transferees. No service charge shall be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

      Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any Paying Agent (as defined in the Indenture) and the
Debenture Registrar may deem and treat the registered holder hereof as the
absolute owner hereof (whether or not this


                                      A-6
<PAGE>
Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent nor any Debenture Registrar shall be affected by
any notice to the contrary.

      No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

      The Debentures are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof (or such other
denominations and any integral multiple thereof as may be deemed necessary by
the Company for the purpose of maintaining the eligibility of the Debentures for
listing on the New York Stock Exchange or any successor thereto).

      All terms used in this Debenture that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                      A-7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>c68329ex4-3.txt
<DESCRIPTION>EX-4.3 CERTIFICATE OF TRUST
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.3

                              CERTIFICATE OF TRUST
                                       OF
                        STIFEL FINANCIAL CAPITAL TRUST I

      This CERTIFICATE OF TRUST of Stifel Financial CAPITAL TRUST I (the
"Trust"), dated as of March 21, 2002, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

      1. NAME. The name of the business trust formed hereby is Stifel Financial
Capital Trust I.

      2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Trust Administration.

      3. EFFECTIVE DATE. This Certificate of Trust shall be effective on the
date of filing.

      IN WITNESS WHEREOF, each of the undersigned, being a trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811 of the
Act.


                                        WILMINGTON TRUST COMPANY, as Trustee

                                        By:  /s/ Anita E. Dallago
                                            ------------------------------------
                                        Name:  Anita E. Dallago
                                        Title: Senior Financial Services Officer

                                             /s/ James M. Zemlyak
                                            ------------------------------------
                                            JAMES M. ZEMLYAK, as Trustee

                                             /s/ Bernard N. Burkemper
                                            ------------------------------------
                                            BERNARD N. BURKEMPER, as Trustee

                                             /s/ Thomas A. Prince
                                            ------------------------------------
                                            THOMAS A. PRINCE, as Trustee


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>c68329ex4-4.txt
<DESCRIPTION>EX-4.4 TRUST AGREEMENT
<TEXT>
<PAGE>


                                                                     EXHIBIT 4.4

                                 TRUST AGREEMENT

            This TRUST AGREEMENT, dated as of March 21, 2002 (this "Trust
Agreement"), among (i) STIFEL FINANCIAL CORP., a Delaware corporation (the
"Depositor"), (ii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
trustee, and (iii) JAMES M. ZEMLYAK, BERNARD N. BURKEMPER, and THOMAS A. PRINCE,
each an individual, as trustees (each of such trustees in (ii) and (iii) a
"Trustee" and collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:

            1. The trust created hereby (the "Trust") shall be known as "Stifel
Financial Capital Trust I" in which name the Trustees, or the Depositor to the
extent provided herein, may engage in the transactions contemplated hereby, make
and execute contracts, and sue and be sued.

            2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitutes a business trust under Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument of the Trust.
The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with the
provisions of the Business Trust Act.

            3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise.

            4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the agent of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange, Inc. or another national
stock exchange (each, an "Exchange") and execute on behalf of the Trust one or
more listing applications and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on any of the
<PAGE>
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities, among the Trust,
the Depositor and the several Underwriters named therein, substantially in the
form included as an exhibit to the 1933 Act Registration Statement. In the event
that any filing referred to in clauses (i), (ii) and (iii) above is required by
the rules and regulations of the Commission, an Exchange or state securities or
blue sky laws, to be executed on behalf of the Trust by one or more of the
Trustees, each of the Trustees, in its, his or her capacity as a Trustee of the
Trust, is hereby authorized and, to the extent so required, directed to join in
any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that Wilmington Trust Company in its capacity as
a Trustee of the Trust shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the rules
and regulations of the Commission, the Exchange or state securities or blue sky
laws. In connection with the filings referred to above, the Depositor and James
M. Zemlyak, Bernard N. Burkemper and Thomas A. Prince, each as Trustees and not
in their individual capacities, hereby constitutes and appoints James M. Zemlyak
and Bernard N. Burkemper, and each of them, as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

            5. This Trust Agreement may be executed in one or more counterparts.

            6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty (30) days' prior notice to the
Depositor.

            7. (a) The Trustees and their officers, directors, shareholders,
      representatives, employees, agents and servants (collectively, the
      "Fiduciary Indemnified Persons") shall not be liable, responsible or
      accountable in damages or otherwise to the


                                       2
<PAGE>
      Trust, the Depositor, the Trustees or any holder of the Trust's securities
      (the Trust, the Depositor and any holder of the Trust's securities being a
      "Covered Person") for any loss, damage or claim incurred by reason of any
      act or omission performed or omitted by the Fiduciary Indemnified Persons
      in good faith on behalf of the Trust and in a manner the Fiduciary
      Indemnified Persons reasonably believed to be within the scope of
      authority conferred on the Fiduciary Indemnified Persons by this Trust
      Agreement or by law, except that the Fiduciary Indemnified Persons shall
      be liable for any such loss, damage or claim incurred by reason of the
      Fiduciary Indemnified Person's negligence or willful misconduct with
      respect to such acts or omissions.

            (b) The Fiduciary Indemnified Persons shall be fully protected in
      relying in good faith upon the records of the Trust and upon such
      information, opinions, reports or statements presented to the Trust by any
      person as to matters the Fiduciary Indemnified Persons reasonably believes
      are within such other person's professional or expert competence and who
      has been selected with reasonable care by or on behalf of the Trust,
      including information, opinions, reports or statements as to the value and
      amount of the assets, liabilities, profits, losses, or any other facts
      pertinent to the existence and amount of assets from which distributions
      to holders of Trust's securities might properly be paid.

            (c) The Depositor agrees, to the fullest extent permitted by
      applicable law, (i) to indemnify and hold harmless each Fiduciary
      Indemnified Person from and against any loss, damage, liability, tax,
      penalty, expense or claim of any kind or nature whatsoever incurred by the
      Fiduciary Indemnified Persons by reason of the creation, operation or
      termination of the Trust in a manner the Fiduciary Indemnified Persons
      reasonably believed to be within the scope of authority conferred on the
      Fiduciary Indemnified Persons by this Trust Agreement, except that no
      Fiduciary Indemnified Persons shall be entitled to be indemnified in
      respect of any loss, damage or claim incurred by the Fiduciary Indemnified
      Persons by reason of negligence or willful misconduct with respect to such
      acts or omissions, and (ii) to advance expenses (including legal fees)
      incurred by a Fiduciary Indemnified Person in defending any claim, demand,
      action, suit or proceeding, from time to time, prior to the final
      disposition of such claim, demand, action, suit or proceeding, upon
      receipt by the Trust of an undertaking by or on behalf of such Fiduciary
      Indemnified Persons to repay such amount if it shall be determined that
      such Fiduciary Indemnified Person is not entitled to be indemnified as
      authorized in the preceding subsection.

            (d) The provisions of Section 7 shall survive the termination of
      this Trust Agreement or the earlier resignation or removal of the
      Fiduciary Indemnified Persons.

            8. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws of principles).


                                       3
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.


                                   STIFEL FINANCIAL CORP.,
                                   as Depositor

                                   By: /s/ Thomas A. Prince
                                       --------------------------------------
                                   Name:   Thomas A. Prince
                                   Title:  Senior Vice President


                                   WILMINGTON TRUST COMPANY,
                                   as Trustee

                                   By: /s/ Anita E. Dollago
                                       --------------------------------------
                                   Name:   Anita E. Dollago
                                   Title:  Senior Financial Serviices Officer

                                   /s/ James M. Zemlyak
                                   ------------------------------------------
                                   JAMES M. ZEMLYAK, as Trustee

                                   /s/ Bernard N. Burkemper
                                   ------------------------------------------
                                   BERNARD N. BURKEMPER, as Trustee

                                   /s/ Thomas A. Prince
                                   ------------------------------------------
                                   THOMAS A. PRINCE, as Trustee


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>6
<FILENAME>c68329ex4-5.txt
<DESCRIPTION>EX-4.5 AMENDED AND RESTATED TRUST AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.5

================================================================================

                        STIFEL FINANCIAL CAPITAL TRUST I

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                      STIFEL FINANCIAL CORP., as DEPOSITOR

                  WILMINGTON TRUST COMPANY, as PROPERTY TRUSTEE

                  WILMINGTON TRUST COMPANY, as DELAWARE TRUSTEE

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          dated as of ___________, 2002

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                           <C>
ARTICLE I. DEFINED TERMS....................................................   1
         Section 101. Definitions...........................................   1

ARTICLE II. ESTABLISHMENT OF THE TRUST......................................   9
         Section 201. Name..................................................   9
         Section 202. Office of the Delaware Trustee; Principal Place of
                        Business............................................   9
         Section 203. Initial Contribution of Trust Property;
                        Organizational Expenses.............................   9
         Section 204. Issuance of the Preferred Securities..................  10
         Section 205. Issuance of the Common Securities; Subscription
                        and Purchase of the Debentures......................  10
         Section 206. Declaration of Trust..................................  11
         Section 207. Authorization to Enter Into Certain Transactions......  11
         Section 208. Assets of Trust.......................................  14
         Section 209. Title to Trust Property...............................  14

ARTICLE III. PAYMENT ACCOUNT................................................  14
         Section 301. Payment Account.......................................  14

ARTICLE IV. DISTRIBUTIONS; REDEMPTION.......................................  15
         Section 401. Distributions.........................................  15
         Section 402. Redemption............................................  16
         Section 403. Subordination of the Common Securities................  18
         Section 404. Payment Procedures....................................  19
         Section 405. Tax Returns and Reports...............................  19
         Section 406. Payment of Taxes, Duties, Etc. of the Trust...........  19
         Section 407. Payments under the Indenture..........................  19

ARTICLE V. THE TRUST SECURITIES CERTIFICATES................................  19
         Section 501. Initial Ownership.....................................  19
         Section 502. The Trust Securities Certificates.....................  20
         Section 503. Execution, Authentication and Delivery of the
                        Trust Securities Certificates.......................  20
         Section 503A. Global Preferred Security............................  21
         Section 504. Registration of Transfer and Exchange of the
                        Preferred Securities Certificates...................  22
         Section 505. Mutilated, Destroyed, Lost or Stolen Trust
                        Securities Certificates.............................  23
         Section 506. Persons Deemed the Securityholders....................  23
         Section 507. Access to List of the Securityholders' Names
                        and Addresses.......................................  23
         Section 508. Maintenance of Office or Agency.......................  24
         Section 509. Appointment of the Paying Agent.......................  24
         Section 510. Ownership of the Common Securities by the Depositor...  25
         Section 511. The Trust Securities Certificates.....................  25
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                           <C>
         Section 512. [Reserved]............................................  25
         Section 513. Notices...............................................  25
         Section 514. Rights of the Securityholders.........................  25

ARTICLE VI. ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING...................  26
         Section 601. Limitations on Voting Rights..........................  26
         Section 602. Notice of Meetings....................................  27
         Section 603. Meetings of the Preferred Securityholders.............  27
         Section 604. Voting Rights.........................................  28
         Section 605. Proxies, Etc..........................................  28
         Section 606. Securityholder Action by Written Consent..............  28
         Section 607. Record Date for Voting and Other Purposes.............  28
         Section 608. Acts of the Securityholders...........................  28
         Section 609. Inspection of Records.................................  29

ARTICLE VII. REPRESENTATIONS AND WARRANTIES.................................  30
         Section 701. Representations and Warranties of the Bank and the
                        Property Trustee....................................  30
         Section 702. Representations and Warranties of the Delaware Bank
                        and the Delaware Trustee............................  31
         Section 703. Representations and Warranties of the Depositor.......  32

ARTICLE VIII. TRUSTEES......................................................  32
         Section 801. Certain Duties and Responsibilities...................  32
         Section 802. Certain Notices.......................................  34
         Section 803. Certain Rights of the Property Trustee................  34
         Section 804. Not Responsible for Recitals or Issuance of
                        Securities..........................................  36
         Section 805. May Hold Securities...................................  36
         Section 806. Compensation; Indemnity; Fees.........................  36
         Section 807. Corporate Property Trustee Required; Eligibility of
                        Trustees............................................  37
         Section 808. Conflicting Interests.................................  37
         Section 809. Co-Trustees and Separate Trustee......................  37
         Section 810. Resignation and Removal; Appointment of Successor.....  39
         Section 811. Acceptance of Appointment by Successor................  40
         Section 812. Merger, Conversion, Consolidation or Succession to
                        Business............................................  41
         Section 813. Preferential Collection of Claims Against the
                        Depositor or the Trust..............................  41
         Section 814. Reports by the Property Trustee.......................  41
         Section 815. Reports to the Property Trustee.......................  41
         Section 816. Evidence of Compliance with Conditions Precedent......  41
         Section 817. Number of Trustees....................................  42
         Section 818. Delegation of Power...................................  42
         Section 819. Voting................................................  42

ARTICLE IX. TERMINATION, LIQUIDATION AND MERGER.............................  42
         Section 901. Termination upon Expiration Date......................  42
         Section 902. Early Termination.....................................  42
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                           <C>
         Section 903. Termination...........................................  43
         Section 904. Liquidation...........................................  43
         Section 905. Mergers, Consolidations, Amalgamations or
                        Replacements of the Trust...........................  44

ARTICLE X. MISCELLANEOUS PROVISIONS.........................................  46
         Section 1001. Limitation of Rights of the Securityholders..........  46
         Section 1002. Amendment............................................  46
         Section 1003. Separability.........................................  47
         Section 1004. Governing Law........................................  47
         Section 1005. Payments Due on Non-Business Day.....................  47
         Section 1006. Successors...........................................  48
         Section 1007. Headings.............................................  48
         Section 1008. Reports, Notices and Demands.........................  48
         Section 1009. Agreement Not to Petition............................  48
         Section 1010. Trust Indenture Act; Conflict with Trust
                        Indenture Act.......................................  49
         Section 1011. Acceptance of Terms of the Trust Agreement, the
                        Guarantee and the Indenture.........................  49
</TABLE>

EXHIBITS

         Exhibit A     Certificate of Trust
         Exhibit B     Form of Common Securities Certificate
         Exhibit C     Form of Expense Agreement
         Exhibit D     Form of Preferred Securities Certificate
         Exhibit E     Form of Certificate of Authentication


                                      iii
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of                                                    Section of Amended
Trust Indenture Act                                                 and Restated
of 1939, as amended                                              Trust Agreement
-------------------                                              ---------------
<S>                                                           <C>
310(a)(1)..................................................                  807
310(a)(2)..................................................                  807
310(a)(3)..................................................                  807
310(a)(4)..................................................           207(a)(ii)
310(b).....................................................                  808
311(a).....................................................                  813
311(b).....................................................                  813
312(a).....................................................                  507
312(b).....................................................                  507
312(c).....................................................                  507
313(a).....................................................               814(a)
313(a)(4)..................................................               814(b)
313(b).....................................................               814(b)
313(c).....................................................                 1008
313(d).....................................................               814(c)
314(a).....................................................                  815
314(b).....................................................       Not Applicable
314(c)(1)..................................................                  816
314(c)(2)..................................................                  816
314(c)(3)..................................................       Not Applicable
314(d).....................................................       Not Applicable
314(e).....................................................             101, 816
315(a).....................................................       801(a), 803(a)
315(b).....................................................            802, 1008
315(c).....................................................               801(a)
315(d).....................................................             801, 803
316(a)(2)..................................................       Not Applicable
316(b).....................................................       Not Applicable
316(c).....................................................                  607
317(a)(1)..................................................       Not Applicable
317(a)(2)..................................................       Not Applicable
317(b).....................................................                  509
318(a).....................................................                 1010
</TABLE>

Note: This Cross-Reference Table does not constitute part of this Agreement and
      shall not affect any interpretation of any of its terms or provisions.


                                       iv
<PAGE>
                      AMENDED AND RESTATED TRUST AGREEMENT

      AMENDED AND RESTATED TRUST AGREEMENT, dated as of ________ , 2002, among
(a) STIFEL FINANCIAL CORP., a Delaware corporation (including any successors or
assigns, the "Depositor"), (b) WILMINGTON TRUST COMPANY, a banking corporation
duly organized and existing under the laws of Delaware, as property trustee (the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (c) WILMINGTON TRUST COMPANY, a
banking corporation duly organized and existing under the laws of the State of
Delaware, as Delaware trustee (the "Delaware Trustee," and, in its separate
corporate capacity and not in its capacity as Delaware Trustee, the "Delaware
Bank"), (d) JAMES M. ZEMLYAK, an individual, BERNARD N. BURKEMPER, an
individual, and THOMAS A. PRINCE, an individual, each of whose address is c/o
Stifel Financial Corp., 501 North Broadway, St. Louis, Missouri 63102 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees"), and (e) the several Holders (as hereinafter
defined).

                                    RECITALS

      WHEREAS, the Depositor, the Delaware Trustee and the Administrative
Trustees have heretofore duly declared and established a business trust pursuant
to the Delaware Business Trust Act (as hereinafter defined) by the entering into
of that certain Trust Agreement, dated as of ________________, 2002 (the
"Original Trust Agreement"), and by the execution and filing by the Delaware
Trustee, the Depositor and the Administrative Trustees with the Secretary of
State of the State of Delaware of the Certificate of Trust, filed on
____________, 2002, the form of which is attached as Exhibit A; and

      WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and the
Administrative Trustees desire to amend and restate the Original Trust Agreement
in its entirety as set forth herein to provide for, among other things, (a) the
issuance of the Common Securities (as defined herein) by the Trust (as defined
herein) to the Depositor; (b) the issuance and sale of the Preferred Securities
(as defined herein) by the Trust pursuant to the Underwriting Agreement (as
defined herein); (c) the acquisition by the Trust from the Depositor of all of
the right, title and interest in the Debentures (as defined herein); and (d) the
appointment of the Trustees;

      NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Securityholders (as defined herein),
hereby amends and restates the Original Trust Agreement in its entirety and
agrees as follows:

                                   ARTICLE I.
                                  DEFINED TERMS

      SECTION 101. DEFINITIONS. For all purposes of this Trust Agreement, except
as otherwise expressly provided or unless the context otherwise requires:
<PAGE>
      (a) the terms defined in this Article I have the meanings assigned to them
in this Article I and include the plural as well as the singular;

      (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

      (c) unless the context otherwise requires, any reference to an "Article"
or a "Section" refers to an Article or a Section, as the case may be, of this
Trust Agreement; and

      (d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

      "Act" has the meaning specified in Section 608.

      "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of additional interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Debentures for such period.

      "Additional Payments" has the meaning specified in Section 1.1 of the
Indenture.

      "Administrative Trustee" means each of JAMES M. ZEMLYAK, BERNARD N.
BURKEMPER and THOMAS A. PRINCE, solely in his or her capacity as Administrative
Trustee of the Trust formed and continued hereunder and not in his or her
individual capacity, or such Administrative Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

      "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

      "Authenticating Agent" means an authenticating agent with respect to the
Preferred Securities appointed by the Property Trustee pursuant to Section 503.

      "Bank" has the meaning specified in the Preamble to this Trust Agreement.

      "Bankruptcy Event" means, with respect to any Person:

            (a) the entry of a decree or order by a court having jurisdiction in
the premises adjudging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking liquidation or reorganization of or in respect
of such Person under the United States Bankruptcy Code of 1978, as amended, or
any other similar applicable federal or state law, and the


                                       2
<PAGE>
continuance of any such decree or order unvacated and unstayed for a period of
ninety (90) days; or the commencement of an involuntary case under the United
States Bankruptcy Code of 1978, as amended, in respect of such Person, which
shall continue undismissed for a period of ninety (90) days or entry of an order
for relief in such case; or the entry of a decree or order of a court having
jurisdiction in the premises for the appointment on the ground of insolvency or
bankruptcy of a receiver, custodian, liquidator, trustee or assignee in
bankruptcy or insolvency of such Person or of its property, or for the winding
up or liquidation of its affairs, and such decree or order shall have remained
in force unvacated and unstayed for a period of ninety (90) days; or

            (b) the institution by such Person of proceedings to be adjudicated
a voluntary bankrupt, or the consent by such Person to the filing of a
bankruptcy proceeding against it, or the filing by such Person of a petition or
answer or consent seeking liquidation or reorganization under the United States
Bankruptcy Code of 1978, as amended, or other similar applicable Federal or
State law, or the consent by such Person to the filing of any such petition or
to the appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in bankruptcy or insolvency of
such Person or of its property, or shall make a general assignment for the
benefit of creditors.

      "Bankruptcy Laws" has the meaning specified in Section 1009.

      "Business Day" means any day other than a Saturday or Sunday or a day on
which federal or state banking institutions in the Borough of Manhattan, the
City of New York, are authorized or required by law, executive order or
regulation to close, or a day on which the Corporate Trust Office of the
Property Trustee or the Corporate Trust Office of the Debenture Trustee is
closed for business.

      "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.

      "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. DTC
shall be the initial Clearing Agency.

      "Closing Date" means the date of execution and delivery of this Trust
Agreement.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

      "Common Securities Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached as Exhibit B.

      "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.


                                       3
<PAGE>
      "Company" means Stifel Financial Corp., a Delaware corporation.

      "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware, Attention: Corporate Trust
Administration.

      "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

      "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

      "Debenture Trustee" means Wilmington Trust Company, a banking corporation
organized under the laws of the State of Delaware and any successor thereto, as
trustee under the Indenture.

      "Debentures" means up to the $25,773,200 (or $29,639,200 if the
Underwriters exercise their over-allotment option to purchase additional
preferred securities) aggregate principal amount of the Depositor's ___% Junior
Subordinated Debentures due 2032, issued pursuant to the Indenture.

      "Delaware Bank" has the meaning specified in the Preamble to this Trust
Agreement.

      "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Delaware Code Sections 3801 et seq. as it may be amended from time to
time.

      "Delaware Trustee" means the commercial bank or trust company identified
as the "Delaware Trustee" in the Preamble to this Trust Agreement solely in its
capacity as Delaware Trustee of the Trust formed and continued hereunder and not
in its individual capacity, or its successor in interest in such capacity, or
any successor trustee appointed as herein provided.

      "Depositary" means DTC or any successor thereto.

      "Depositor" has the meaning specified in the Preamble to this Trust
Agreement.

      "Distribution Date" has the meaning specified in Section 401(a).

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 401.

      "DTC" means The Depository Trust Company.

      "Early Termination Event" has the meaning specified in Section 902.

      "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of


                                       4
<PAGE>
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

            (a) the occurrence of a Debenture Event of Default; or

            (b) default by the Trust or the Property Trustee in the payment of
any Distribution when it becomes due and payable, and continuation of such
default for a period of thirty (30) days; or

            (c) default by the Trust or the Property Trustee in the payment of
any Redemption Price of any Trust Security when it becomes due and payable; or

            (d) default in the performance, or breach, in any material respect,
of any covenant or warranty of the Trustees in this Trust Agreement (other than
a covenant or warranty a default in the performance of which or the breach of
which is dealt with in clause (b) or (c), above) and continuation of such
default or breach for a period of sixty (60) days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by the
Holders of at least 25% in aggregate Liquidation Amount of the Outstanding
Preferred Securities a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

            (e) the occurrence of a Bankruptcy Event with respect to the
Property Trustee and the failure by the Depositor to appoint a successor
Property Trustee within sixty (60) days thereof.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit C, as amended from time to time.

      "Expiration Date" has the meaning specified in Section 901.

      "Extended Interest Period" has the meaning specified in Section 4.1 of the
Indenture.

      "Global Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Global Preferred Securities.

      "Global Preferred Security" means a Preferred Security, the ownership and
transfer of which shall be made through book entries by a Clearing Agency as
described herein.

      "Guarantee" means the Preferred Securities Guarantee Agreement executed
and delivered by the Depositor and Wilmington Trust Company, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Holders of the Preferred Securities, as amended from time to
time.


                                       5
<PAGE>
      "Indenture" means the Indenture, dated as of __________________, 2002,
between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time, pertaining to the Debentures of the Depositor.

      "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

      "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

      "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having an aggregate Liquidation Amount equal to the aggregate
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture and the proceeds of which shall be used to pay the Redemption
Price of such Trust Securities; and (b) with respect to a distribution of
Debentures to Holders of Trust Securities in connection with a termination or
liquidation of the Trust, Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such Debentures
are distributed. Each Debenture distributed pursuant to clause (b) above shall
carry with it accrued interest in an amount equal to the accrued and unpaid
interest then due on such Debenture.

      "Liquidation Amount" means the stated amount of $25 per Trust Security.

      "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

      "Liquidation Distribution" has the meaning specified in Section 904(d).

      "Officers' Certificate" means a certificate signed by the President and
Chief Executive Officer or a Senior Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the Depositor,
and delivered to the appropriate Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 816 shall be the principal
executive, financial or accounting officer of the Depositor. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

            (a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;

            (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

            (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and


                                       6
<PAGE>
            (d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

      "Opinion of Counsel" means an opinion in writing of independent outside
legal counsel, who may be counsel for the Trust, the Property Trustee, the
Delaware Trustee or the Depositor, and who shall be reasonably acceptable to the
Property Trustee.

      "Original Trust Agreement" has the meaning specified in the Recitals to
this Trust Agreement.

      "Outstanding", when used with respect to the Preferred Securities, means,
as of the date of determination, all of the Preferred Securities theretofore
executed and delivered under this Trust Agreement, except:

            (a) the Preferred Securities theretofore canceled by the Property
Trustee or delivered to the Property Trustee for cancellation;

            (b) the Preferred Securities for whose payment or redemption money
in the necessary amount has been theretofore deposited with the Property Trustee
or any Paying Agent for the Holders of such Preferred Securities; provided that,
if such Preferred Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Trust Agreement; and

            (c) the Preferred Securities which have been paid or in exchange for
or in lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 504, 505, 511 and 514; provided, however, that in
determining whether the Holders of the requisite Liquidation Amount of the
Outstanding Preferred Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the Preferred Securities owned
by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee
shall be disregarded and deemed not to be Outstanding, except that (i) in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only the
Preferred Securities that such Trustee knows to be so owned shall be so
disregarded; and (ii) the foregoing shall not apply at any time when all of the
Outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. The Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and the pledgee is not
the Depositor or any other Obligor upon the Preferred Securities or a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Depositor or any Affiliate of the Depositor.

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 509 and shall initially be the Bank.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Debentures shall be held and from which the Property Trustee shall make
payments to the Securityholders in accordance with Sections 401 and 402.


                                       7
<PAGE>
      "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

      "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

      "Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
D.

      "Property Trustee" means the commercial bank or trust company identified
as the "Property Trustee," in the Preamble to this Trust Agreement solely in its
capacity as Property Trustee of the Trust heretofore formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

      "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, paid by the Depositor upon the concurrent
redemption of a Like Amount of Debentures, allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities.

      "Relevant Trustee" shall have the meaning specified in Section 810.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 504.

      "Securityholder" or "Holder" means a Person in whose name a Trust Security
is or Trust Securities are registered in the Securities Register; any such
Person is a beneficial owner within the meaning of the Delaware Business Trust
Act.

      "Trust" means the Delaware business trust continued hereby and identified
on the cover page to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including all exhibits hereto, including, for all purposes of
this Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Trust Agreement and any such modification, amendment or supplement,
respectively.


                                       8
<PAGE>
      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939, as amended, is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

      "Trust Property" means (a) the Debentures; (b) the rights of the Property
Trustee under the Guarantee; (c) any cash on deposit in, or owing to, the
Payment Account; and (d) all proceeds and rights in respect of the foregoing and
any other property and assets for the time being held or deemed to be held by
the Property Trustee pursuant to the trusts of this Trust Agreement.

      "Trust Security" means any one of the Common Securities or the Preferred
Securities.

      "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

      "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Administrative Trustees.

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
___________, 2002, among the Trust, the Depositor, and Legg Mason Wood Walker,
Incorporated and Stifel, Nicolaus & Company, Incorporated, as representatives of
the several underwriters named therein.

                                   ARTICLE II.
                           ESTABLISHMENT OF THE TRUST

      SECTION 201. NAME. The Trust continued hereby shall be known as "Stifel
Financial Capital Trust I," as such name may be modified from time to time by
the Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may engage in the
transactions contemplated hereby, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

      SECTION 202. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.
The address of the Delaware Trustee in the State of Delaware is c/o Wilmington
Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is c/o Stifel Financial Corp., 501 North Broadway, St.
Louis, Missouri 63102, Attention: Chief Financial Officer.

      SECTION 203. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES. The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $25, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.


                                       9
<PAGE>
      SECTION 204. ISSUANCE OF THE PREFERRED SECURITIES. On ____________, 2002,
the Depositor, on behalf of the Trust and pursuant to the Original Trust
Agreement, executed and delivered the Underwriting Agreement. Contemporaneously
with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 502,
and deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto, in an
aggregate amount of 1,000,000 Preferred Securities having an aggregate
Liquidation Amount of $25,000,000 against receipt of the aggregate purchase
price of such Preferred Securities of $25,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee. If the
underwriters exercise their over-allotment option and there is a Date of
Delivery (as defined in the Underwriting Agreement) for such Optional Preferred
Securities (as defined in the Underwriting Agreement), then an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 502
and deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto in an
aggregate amount of up to 150,000 Preferred Securities having an aggregate
Liquidation Amount of up to $3,750,000 against receipt of the aggregate purchase
price of such Preferred Securities of up to $3,750,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

      SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE
OF THE DEBENTURES.

            (a) Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
30,928 Common Securities having an aggregate Liquidation Amount of $773,200
against payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to
$25,773,200, and, in satisfaction of the purchase price for such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum
of $25,773,200.

            (b) If the underwriters exercise the over-allotment option and there
is a Date of Delivery, then an Administrative Trustee, on behalf of the Trust,
shall execute in accordance with Section 502 and deliver to the Depositor,
Common Securities Certificates, registered in the name of the Depositor, in an
additional aggregate amount of 4,640 Common Securities having an aggregate
Liquidation Amount of up to $116,000 against payment by the Depositor of such
amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the
Trust, shall subscribe to and purchase from the Depositor, additional
Debentures, registered in the name of the Trust and having an aggregate
principal amount of up to $3,866,000, and, in satisfaction of the purchase price
of such Debentures, the Property Trustee, on behalf of the Trust, shall deliver
to the Depositor up to $3,866,000, such aggregate amount to be equal to the sum
of the amounts received from the Depositor pursuant to this Section 205(b) and
from one of the Administrative Trustees pursuant to the last sentence of Section
204.


                                       10
<PAGE>
      SECTION 206. DECLARATION OF TRUST. The exclusive purposes and functions of
the Trust are (a) to issue and sell Trust Securities and use the proceeds from
such sale to acquire the Debentures; and (b) to engage in those activities
necessary, convenient or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act.

      SECTION 207. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

      (a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section 207 and Article VIII, and in accordance with the
following provisions (i) and (ii), the Administrative Trustees shall have the
authority to enter into all transactions and agreements determined by the
Administrative Trustees to be appropriate in exercising the authority, express
or implied, otherwise granted to the Administrative Trustees under this Trust
Agreement, and to perform all acts in furtherance thereof, including without
limitation, the following:

            (i) As among the Trustees, each Administrative Trustee, acting
      singly or jointly, shall have the power and authority to act on behalf of
      the Trust with respect to the following matters:

                  (A) the issuance and sale of the Trust Securities and the
            compliance with the Underwriting Agreement in connection therewith;

                  (B) to cause the Trust to enter into, and to execute, deliver
            and perform on behalf of the Trust, the Expense Agreement and such
            other agreements or documents as may be necessary or desirable in
            connection with the purposes and function of the Trust;

                  (C) assisting in the registration of the Preferred Securities
            under the Securities Act of 1933, as amended, and under state
            securities or blue sky laws, and the qualification of this Trust
            Agreement as a trust indenture under the Trust Indenture Act;

                  (D) assisting in the listing of the Preferred Securities on
            the New York Stock Exchange or in the listing of the Preferred
            Securities on such other securities exchange or exchanges as shall
            be determined by the Depositor and the registration of the Preferred
            Securities under the Exchange Act, and the preparation and filing of
            all periodic and other reports and other documents pursuant to the
            foregoing;


                                       11
<PAGE>
                  (E) the sending of notices (other than notices of default) and
            other information regarding the Trust Securities and the Debentures
            to the Securityholders in accordance with this Trust Agreement;

                  (F) the appointment of a Paying Agent and Securities Registrar
            in accordance with this Trust Agreement;

                  (G) to the extent provided in this Trust Agreement, the
            winding up of the affairs of and liquidation of the Trust and the
            preparation, execution and filing of the certificate of cancellation
            with the Secretary of State of the State of Delaware;

                  (H) to take all action that may be necessary or appropriate
            for the preservation and the continuation of the Trust's valid
            existence, rights, franchises and privileges as a statutory business
            trust under the laws of the State of Delaware and of each other
            jurisdiction in which such existence is necessary to protect the
            limited liability of the Holders of the Preferred Securities or to
            enable the Trust to effect the purposes for which the Trust was
            created; and

                  (I) the taking of any action incidental to the foregoing as
            the Administrative Trustees may from time to time determine is
            necessary or advisable to give effect to the terms of this Trust
            Agreement for the benefit of the Securityholders (without
            consideration of the effect of any such action on any particular
            Securityholder).

            (ii) As among the Trustees, the Property Trustee shall have the
      power, duty and authority to act on behalf of the Trust with respect to
      the following matters:

                  (A) the establishment of the Payment Account;

                  (B) the receipt of the Debentures;

                  (C) the collection of interest, principal and any other
            payments made in respect of the Debentures in the Payment Account;

                  (D) the distribution of amounts owed to the Securityholders in
            respect of the Trust Securities in accordance with the terms of this
            Trust Agreement;

                  (E) the exercise of all of the rights, powers and privileges
            of a holder of the Debentures;

                  (F) the sending of notices of default and other information
            regarding the Trust Securities and the Debentures to the
            Securityholders in accordance with this Trust Agreement;

                  (G) the distribution of the Trust Property in accordance with
            the terms of this Trust Agreement;


                                       12
<PAGE>
                  (H) to the extent provided in this Trust Agreement, the
            winding up of the affairs of and liquidation of the Trust;

                  (I) after an Event of Default, the taking of any action
            incidental to the foregoing as the Property Trustee may from time to
            time determine is necessary or advisable to give effect to the terms
            of this Trust Agreement and protect and conserve the Trust Property
            for the benefit of the Securityholders (without consideration of the
            effect of any such action on any particular Securityholder);

                  (J) registering transfers of the Trust Securities in
            accordance with this Trust Agreement; and

                  (K) except as otherwise provided in this Section 207(a)(ii),
            the Property Trustee shall have none of the duties, liabilities,
            powers or the authority of the Administrative Trustees set forth in
            Section 207(a)(i).

      (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement; (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein; (iii) take any action that would cause the
Trust to fail or cease to qualify as a "grantor trust" for United States federal
income tax purposes; (iv) incur any indebtedness for borrowed money or issue any
other debt; or (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property. The Administrative Trustees
shall defend all claims and demands of all Persons at any time claiming any Lien
on any of the Trust Property adverse to the interest of the Trust or the
Securityholders in their capacity as Securityholders.

      (c) In connection with the issue and sale of the Preferred Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

            (i) the preparation and filing by the Trust with the Commission and
      the execution on behalf of the Trust of a registration statement on the
      appropriate form in relation to the Preferred Securities, the Debentures
      and the Guarantee, including any amendments thereto;

            (ii) the determination of the states in which to take appropriate
      action to qualify or register for sale all or part of the Preferred
      Securities and to do any and all such acts, other than actions which must
      be taken by or on behalf of the Trust, and advise the Trustees of actions
      they must take on behalf of the Trust, and prepare for execution and
      filing any documents to be executed and filed by the Trust or on behalf of
      the Trust, as the Depositor deems necessary or advisable in order to
      comply with the applicable laws of any such states;


                                       13
<PAGE>
            (iii) the preparation for filing by the Trust and execution on
      behalf of the Trust of an application to the New York Stock Exchange or
      other national stock exchange or other trading system for inclusion,
      listing or quotation upon notice of issuance of any Preferred Securities
      and to file or cause an Administrative Trustee to file thereafter with
      such exchange or trading system such notifications and documents as may be
      necessary from time to time;

            (iv) the preparation for filing by the Trust with the Commission and
      the execution on behalf of the Trust of a registration statement on Form
      8-A relating to the registration of the Preferred Securities under Section
      12(b) or 12(g) of the Exchange Act, including any amendments thereto;

            (v) the negotiation of the terms of, and the execution and delivery
      of, the Underwriting Agreement providing for the sale of the Preferred
      Securities; and

            (vi) the taking of any other actions necessary or desirable to carry
      out any of the foregoing activities.

      (d) Notwithstanding anything herein to the contrary, the Trustees are
authorized and directed to conduct the affairs of the Trust and to operate the
Trust so that the Trust shall not be deemed to be an "investment company"
required to be registered under the Investment Company Act, shall be classified
as a "grantor trust" and not as an association taxable as a corporation for
United States federal income tax purposes and so that the Debentures shall be
treated as indebtedness of the Depositor for United States federal income tax
purposes. In this connection, subject to Section 1002, the Depositor and the
Trustees are authorized to take any action, not inconsistent with applicable law
or this Trust Agreement, that each of the Depositor and the Trustees determines
in their discretion to be necessary or desirable for such purposes.

      SECTION 208. ASSETS OF TRUST. The assets of the Trust shall consist of the
Trust Property.

      SECTION 209. TITLE TO TRUST PROPERTY. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders in accordance with this Trust Agreement.

                                  ARTICLE III.
                                 PAYMENT ACCOUNT

      SECTION 301. PAYMENT ACCOUNT.

      (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and any agent of the Property Trustee
shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits and withdrawals from the
Payment Account in accordance with this Trust Agreement. All monies and other
property deposited or held from time to time in the Payment Account shall be
held by the Property Trustee in the Payment Account for the exclusive benefit


                                       14
<PAGE>
of the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein.

      (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

                                   ARTICLE IV.
                            DISTRIBUTIONS; REDEMPTION

      SECTION 401. DISTRIBUTIONS.

      (a) Distributions on the Trust Securities shall be cumulative, and shall
accumulate whether or not there are funds of the Trust available for the payment
of Distributions. Distributions shall accumulate from the date of issuance of
the Trust Securities, and, except during any Extended Interest Period with
respect to the Debentures, shall be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing on June 30,
2002. If any date on which a Distribution is otherwise payable on the Trust
Securities is not a Business Day, then the payment of such Distribution shall be
made on the next succeeding day that 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 (and without any reduction in interest or any
other payment in respect of any such acceleration), in each case with the same
force and effect as if made on such date (each date on which distributions are
payable in accordance with this Section 401(a), a "Distribution Date").

      (b) The Trust Securities represent undivided beneficial interests in the
Trust Property. Distributions on the Trust Securities shall be payable at a rate
of ___% per annum of the Liquidation Amount of the Trust Securities. The amount
of Distributions payable for any full period shall be computed on the basis of a
360-day year of twelve 30-day months. The amount of Distributions for any
partial period shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months. During any Extended Interest Period with
respect to the Debentures, Distributions on the Preferred Securities shall be
deferred for a period equal to the Extended Interest Period. The amount of
Distributions payable for any period shall include the Additional Amounts, if
any.

      (c) Distributions on the Trust Securities shall be made by the Property
Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on hand and
immediately available by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

      (d) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
the 15th day of March, June, September or December for Distributions payable on
the last calendar day of the respective month; provided, however,


                                       15
<PAGE>
that for any Trust Securities held in global form, Distributions shall be
payable to the Holder thereof as of one Business Day immediately preceding the
Distribution Date.

      SECTION 402. REDEMPTION.

      (a) On each Debenture Redemption Date and at maturity of the Debentures,
the Trust shall be required to redeem a Like Amount of Trust Securities at the
Redemption Price.

      (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than thirty (30) nor more
than sixty (60) days prior to the Redemption Date to each Holder of Trust
Securities to be redeemed, at such Holder's address appearing in the Securities
Register. The Property Trustee shall have no responsibility for the accuracy of
any CUSIP number contained in such notice. All notices of redemption shall
state:

            (i) the Redemption Date;

            (ii) the Redemption Price;

            (iii) the CUSIP number;

            (iv) if less than all the outstanding Trust Securities are to be
      redeemed, the identification and the aggregate Liquidation Amount of the
      particular Trust Securities to be redeemed;

            (v) that, on the Redemption Date, the Redemption Price shall become
      due and payable upon each such Trust Security to be redeemed and that
      Distributions thereon shall cease to accumulate on and after said date,
      except as provided in Section 402(d); and

            (vi) the place or places at which Trust Securities are to be
      surrendered for the payment of the Redemption Price.

      (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of the Debentures. Redemptions of the Trust Securities shall be made
and the Redemption Price shall be payable on each Redemption Date only to the
extent that the Trust has immediately available funds then on hand and available
in the Payment Account for the payment of such Redemption Price.

      (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 402(c), the Property Trustee, subject to Section
402(c), shall, with respect to Preferred Securities held in global form, deposit
with the Clearing Agency for such Preferred Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Trust Securities that are not held in global form, the Property Trustee, subject
to Section 402(c), shall deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the record holders
thereof


                                       16
<PAGE>
upon surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, (i) all rights of Securityholders holding Trust
Securities so called for redemption shall cease, except the right of such
Securityholders to receive the Redemption Price, but without interest, (ii) such
Trust Securities shall cease to be Outstanding, (iii) the Clearing Agency for
the Preferred Securities or its nominee, as the registered Holder of the Global
Preferred Securities Certificate, shall receive a registered global certificate
or certificates representing the Debentures to be delivered upon such
distribution with respect to Preferred Securities held by the Clearing Agency or
its nominee, and (iv) any Trust Securities Certificates not held by the Clearing
Agency for the Preferred Securities or its nominee as specified in clause (iii)
above will be deemed to represent Debentures having a principal amount equal to
the stated Liquidation Amount of the Trust Securities represented thereby and
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Trust Securities until such certificates are
presented to the Securities Registrar for transfer or reissuance. In the event
that any date on which any Redemption Price is payable is not a Business Day,
then payment of the Redemption Price payable on such date shall be made on the
next succeeding day that 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 (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as if made on such date. In the event that payment of the Redemption
Price in respect of any Trust Securities called for redemption is improperly
withheld or refused and not paid either by the Trust or by the Depositor
pursuant to the Guarantee, Distributions on such Trust Securities shall continue
to accumulate, at the then applicable rate, from the Redemption Date originally
established by the Trust for such Trust Securities to the date such Redemption
Price is actually paid, in which case the actual payment date shall be the date
fixed for redemption for purposes of calculating the Redemption Price.

      (e) Payment of the Redemption Price on the Trust Securities shall be made
to the record holders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which shall be the date fifteen
(15) days prior to the relevant Redemption Date; provided, however, that for any
Trust Securities held in global form, payment of the Redemption Price shall be
made to the Holder thereof as of one Business Day immediately preceding the
Redemption Date.

      (f) Subject to Section 403(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than sixty (60) days prior to the Redemption Date by
the Property Trustee from the Outstanding Preferred Securities not previously
called for redemption, by such method (including, without limitation, by lot) as
the Property Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to such


                                       17
<PAGE>
Liquidation Amount or an integral multiple of such Liquidation Amount in excess
thereof) of the Liquidation Amount of the Preferred Securities of a denomination
larger than such Liquidation Amount; provided, however, in the event the
redemption relates only to Preferred Securities purchased and held by the
Depositor being redeemed for a Like Amount of Debentures, the Property Trustee
shall select those particular Preferred Securities for redemption. The Property
Trustee shall promptly notify the Securities Registrar in writing of the
Preferred Securities selected for redemption and, in the case of any Preferred
Securities selected for partial redemption, the Liquidation Amount thereof to be
redeemed. For all purposes of this Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of the Preferred Securities
shall relate, in the case of any Preferred Securities redeemed or to be redeemed
only in part, to the portion of the Liquidation Amount of the Preferred
Securities which has been or is to be redeemed.

      SECTION 403. SUBORDINATION OF THE COMMON SECURITIES.

      (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, subject to Section 402(f), pro rata among the Common Securities and the
Preferred Securities based on the Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any Event
of Default resulting from a Debenture Event of Default shall have occurred and
be continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of the
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the Redemption
Price the full amount of such Redemption Price on all Outstanding Preferred
Securities then called for redemption, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including Additional
Amounts, if applicable) on, or the Redemption Price of, the Preferred Securities
then due and payable.

      (b) In the case of the occurrence of any Event of Default resulting from a
Debenture Event of Default, the Holder of the Common Securities shall be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the effect of all such Events of Default with respect
to the Preferred Securities shall have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with
respect to the Preferred Securities shall have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf of the
Holders of the Preferred Securities and not the Holder of the Common Securities,
and only the Holders of the Preferred Securities shall have the right to direct
the Property Trustee to act on their behalf.


                                       18
<PAGE>
      SECTION 404. PAYMENT PROCEDURES. Payments of Distributions (including
Additional Amounts, if applicable) in respect of the Preferred Securities shall
be made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register or, if the Preferred Securities
are held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency in immediately available funds, which will credit the relevant accounts
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Common Securityholder.

      SECTION 405. TAX RETURNS AND REPORTS. The Administrative Trustees shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and
filed) the appropriate Internal Revenue Service form required to be filed in
respect of the Trust in each taxable year of the Trust; and (b) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service forms required to be furnished to such
Securityholder or the information required to be provided on such forms. The
Administrative Trustees shall provide the Depositor with a copy of all such
returns and reports promptly after such filing or furnishing. The Property
Trustee shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to the Securityholders under the Trust Securities.

      SECTION 406. PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

      Upon receipt under the Debentures of Additional Payments, the Property
Trustee, at the direction of an Administrative Trustee or the Depositor, shall
promptly pay any taxes, duties or governmental charges of whatsoever nature
(other than withholding taxes) imposed on the Trust by the United States or any
other taxing authority.

      SECTION 407. PAYMENTS UNDER THE INDENTURE. Any amount payable hereunder to
any Holder of Preferred Securities shall be reduced by the amount of any
corresponding payment such Holder has directly received under the Indenture
pursuant to Section 514(b) or (c) hereof.

                                   ARTICLE V.
                        THE TRUST SECURITIES CERTIFICATES

      SECTION 501. INITIAL OWNERSHIP. Upon the creation of the Trust and the
contribution by the Depositor pursuant to Section 203 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
Outstanding, the Depositor shall be the sole beneficial owner of the Trust.


                                       19
<PAGE>
      SECTION 502. THE TRUST SECURITIES CERTIFICATES. The Preferred Securities
Certificates shall be issued in minimum denominations of the Liquidation Amount
and integral multiples of such Liquidation Amount in excess thereof, and the
Common Securities Certificates shall be issued in denominations of the
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. The Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504, 511
and 514.

      SECTION 503. EXECUTION, AUTHENTICATION AND DELIVERY OF THE TRUST
SECURITIES CERTIFICATES.

      (a) On the Closing Date and, if applicable, the Date of Delivery, as such
term is defined in the Underwriting Agreement, or upon the occurrence of any of
the events described in clauses (i) through (iii) of Section 503A, the
Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in Sections 204 and 205, to be executed
on behalf of the Trust by the manual or facsimile signature of at least one of
the Administrative Trustees and delivered to or upon the written order of the
Depositor, signed by its Chief Executive Officer, President, any Senior Vice
President, the Treasurer or any Assistant Treasurer without further corporate
action by the Depositor, in authorized denominations.

      (b) A Preferred Securities Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee in substantially the form of Exhibit E hereto. The signature shall be
conclusive evidence that the Preferred Securities Certificate has been
authenticated under this Trust Agreement. Each Preferred Security Certificate
shall be dated the date of its authentication.

      (c) Upon the written order of the Trust signed by one of the
Administrative Trustees, the Property Trustee shall authenticate and make
available for delivery the Preferred Securities Certificates.

      (d) The Property Trustee may appoint an Authenticating Agent acceptable to
the Trust to authenticate the Preferred Securities. An Authenticating Agent may
authenticate the Preferred Securities whenever the Property Trustee may do so.
Each reference in this Trust Agreement to authentication by the Property Trustee
includes authentication by such agent. An Authenticating Agent has the same
rights as the Property Trustee to deal with the Depositor or the Trust.


                                       20
<PAGE>
      SECTION 503A. GLOBAL PREFERRED SECURITY.

      (a) Any Global Preferred Security issued under this Trust Agreement shall
be registered in the name of the nominee of the Clearing Agency and delivered to
such custodian therefor, and such Global Preferred Security shall constitute a
single Preferred Security for all purposes of this Trust Agreement.

      (b) Notwithstanding any other provision in this Trust Agreement, no Global
Preferred Security may be exchanged for Preferred Securities registered in the
names of persons other than the Depositary or its nominee unless (i) the
Depositary notifies the Administrative Trustees and Property Trustee in writing
that it is unwilling or unable to continue as a depositary for such Global
Preferred Securities and the Depositor is unable to locate a qualified successor
depositary, (ii) the Depositor executes and delivers to the Administrative
Trustees and Property Trustee a written order stating that it elects to
terminate the book-entry system through the Depositary or (iii) there shall have
occurred and be continuing a Debenture Event of Default.

      (c) If a Preferred Security is to be exchanged in whole or in part for a
beneficial interest in a Global Preferred Security, then either (i) such Global
Preferred Security shall be so surrendered for exchange or cancellation as
provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the Liquidation Amount of such other
Preferred Securities to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global Preferred Security (the
"Applicable Procedures"), shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees shall
execute and the Property Trustee shall, subject to Section 504(b) and as
otherwise provided in this Article V, authenticate and deliver any Preferred
Securities issuable in exchange for such Global Preferred Security (or any
portion thereof) in accordance with the instructions of the Clearing Agency. The
Property Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

      (d) Every Preferred Security executed, authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
otherwise, shall be executed, authenticated and delivered in the form of, and
shall be, a Global Preferred Security, unless such Global Preferred Security is
registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.

      (e) The Clearing Agency or its nominee, as the registered owner of a
Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by such Global Preferred Security for all purposes under
this Trust Agreement and the Preferred Securities, and owners of beneficial
interests in such Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall not
be entitled to receive physical delivery of any such Preferred Securities in
definitive form


                                       21
<PAGE>
and shall not be considered the Holders thereof under this Trust Agreement.
Accordingly, any such owner's beneficial interest in the Global Preferred
Securities shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Clearing Agency or its nominee.
Neither the Property Trustee, the Securities Registrar nor the Depositor shall
have any liability in respect of any transfers effected by the Clearing Agency.

            (f) The rights of owners of beneficial interests in a Global
Preferred Security shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between such owners and
the Clearing Agency.

      SECTION 504. REGISTRATION OF TRANSFER AND EXCHANGE OF THE PREFERRED
SECURITIES CERTIFICATES.

      (a) The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 508, a register or registers for the purpose of
registering the Trust Securities Certificates and, subject to the provisions of
Section 503A, transfers and exchanges of the Preferred Securities Certificates
(herein referred to as the "Securities Register") in which the registrar
designated by the Depositor (the "Securities Registrar"), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of the Preferred Securities Certificates and the Common Securities Certificates
(subject to Section 510 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of the Preferred Securities Certificates
as herein provided. The Property Trustee shall be the initial Securities
Registrar.

      (b) Subject to the provisions of Section 503A, upon surrender for
registration of transfer of any Preferred Securities Certificate at the office
or agency maintained pursuant to Section 508, the Administrative Trustees or any
one of them shall execute in accordance with Section 502 and the Property
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount dated the date of
authentication. The Securities Registrar shall not be required to register the
transfer of any of the Preferred Securities that have been called for
redemption. At the option of a Holder, the Preferred Securities Certificates may
be exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificates to be exchanged at the office
or agency maintained pursuant to Section 508.

      (c) Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange, subject to the provisions of Section 503A,
shall be accompanied by a written instrument of transfer in form satisfactory to
the Property Trustee and the Securities Registrar duly executed by the Holder or
his attorney duly authorized in writing. Each Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Property Trustee in accordance with its
customary practice. The Trust shall not be required to (i) issue, register the
transfer of, or exchange any of the Preferred Securities during a period
beginning at the opening of business 15 calendar days before the date of mailing
of a notice of redemption of any of the Preferred Securities called for
redemption and ending at the close of business on the day of such mailing; or
(ii) register the transfer of or


                                       22
<PAGE>
exchange any of the Preferred Securities so selected for redemption, in whole or
in part, except the unredeemed portion of any such Preferred Securities being
redeemed in part.

      (d) No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, subject to the provisions of
Section 503A, but the Securities Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Preferred Securities
Certificates.

      (e) Preferred Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Trust Agreement. Any
transfer or purported transfer of any Preferred Security not made in accordance
with this Trust Agreement shall be null and void. A Preferred Security that is
not a Global Preferred Security may be transferred, in whole or in part, to a
Person who takes delivery in the form of another Preferred Security that is not
a Global Preferred Security as provided in this Section 504. A beneficial
interest in a Global Preferred Security may be exchanged for a Preferred
Security that is not a Global Preferred Security only as provided in Section
503A.

      SECTION 505. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate; and (b) there shall be delivered to the Securities
Registrar, the Property Trustee and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Trust Securities Certificate shall have been
acquired by a protected purchaser, the Administrative Trustees, or any one of
them, on behalf of the Trust shall execute and make available for delivery, and
the Property Trustee shall authenticate if necessary, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section 505, the Administrative Trustees or the Securities Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section 505 shall constitute conclusive
evidence of an undivided beneficial interest in the assets of the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

      SECTION 506. PERSONS DEEMED THE SECURITYHOLDERS. The Trustees, the Paying
Agent and the Securities Registrar shall treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as
the owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

      SECTION 507. ACCESS TO LIST OF THE SECURITYHOLDERS' NAMES AND ADDRESSES.
At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee (a) within five (5) Business Days of
March 15, June 15, September 15 and December 15 in each year, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the


                                       23
<PAGE>
Securityholders as of the most recent record date; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of the Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

      SECTION 508. MAINTENANCE OF OFFICE OR AGENCY. The Administrative Trustees
shall maintain in a location or locations designated by the Administrative
Trustees, an office or offices or agency or agencies where the Preferred
Securities Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Trustees in respect of the
Trust Securities Certificates may be served. The Administrative Trustees
initially designate the Corporate Trust Office of the Property Trustee,
Wilmington Trust Company, as the principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

      SECTION 509. APPOINTMENT OF THE PAYING AGENT. The Paying Agent shall
initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. The Paying Agent shall make Distributions to the Securityholders from
the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty
(30) days' written notice to the Administrative Trustees, the Property Trustee
and the Depositor. In the event that the Property Trustee shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company) that is acceptable to the Property Trustee and the
Depositor to act as the Paying Agent. The Administrative Trustees shall cause
such successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent shall hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto
until such sums shall be paid to such Securityholders. The Paying Agent shall
return all unclaimed funds to the Property Trustee and, upon removal of a Paying
Agent, such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to the
Property Trustee also in its role as the Paying


                                       24
<PAGE>
Agent, for so long as the Property Trustee shall act as Paying Agent and, to the
extent applicable, to any other Paying Agent appointed hereunder. Any reference
in this Trust Agreement to the Paying Agent shall include any co-paying agent
unless the context requires otherwise.

      SECTION 510. OWNERSHIP OF THE COMMON SECURITIES BY THE DEPOSITOR. On the
Closing Date, the Depositor shall acquire and retain beneficial and record
ownership of the Common Securities. To the fullest extent permitted by law, any
attempted transfer of the Common Securities (other than a transfer in connection
with a merger or consolidation of the Depositor into another corporation
pursuant to Section 12.1 of the Indenture) shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN
COMPLIANCE WITH SECTION 510 OF THE TRUST AGREEMENT".

      SECTION 511. THE TRUST SECURITIES CERTIFICATES.

      (a) Upon the issuance of the Preferred Securities Certificates, the
Trustees shall recognize the record holders of the Preferred Securities
Certificates as the Securityholders. The Preferred Securities Certificates shall
be issued in the form of one or more fully registered Global Preferred
Securities Certificates which will be deposited with or on behalf of the
Clearing Agency and registered in the name of the Clearing Agency's nominee.
Unless and until it is exchangeable in whole or in part for the Preferred
Securities in definitive form, a global security may not be transferred except
as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a
nominee of the Clearing Agency to the Clearing Agency or another nominee of the
Clearing Agency or by the Clearing Agency or any such nominee to a successor of
such Clearing Agency or a nominee of such successor.

      (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

      SECTION 512. [RESERVED].

      SECTION 513. NOTICES. To the extent that a notice or other communication
to the Holders is required under this Trust Agreement, for so long as Preferred
Securities are represented by a Global Preferred Securities Certificate, the
Trustees shall give all such notices and communications specified herein to be
given to the Clearing Agency, and shall have no obligation to provide notice to
the owners of the beneficial interest in the Global Preferred Securities.

      SECTION 514. RIGHTS OF THE SECURITYHOLDERS.

      (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 209, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and


                                       25
<PAGE>
delivered to Holders of the Preferred Securities against payment of the purchase
price therefor, the Preferred Securities shall be fully paid and, subject to the
next following sentence, nonassessable interests in the Trust. The Holders of
the Preferred Securities, in their capacities as such, shall be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

      (b) For so long as any of the Preferred Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders of
not less than twenty-five percent (25%) in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of at least twenty-five percent (25%)
in Liquidation Amount of the Preferred Securities then Outstanding shall have
such right by a notice in writing to the Depositor and the Debenture Trustee;
and upon any such declaration such principal amount of and the accrued interest
on all of the Debentures shall become immediately due and payable, provided that
the payment of principal and interest on such Debentures shall remain
subordinated to the extent provided in the Indenture.

      (c) For so long as any of the Preferred Securities remain Outstanding,
upon a Debenture Event of Default arising from the failure to pay interest or
principal on the Debentures, the Holders of any of the Preferred Securities then
Outstanding shall, to the fullest extent permitted by law, have the right to
directly institute proceedings for enforcement of payment to such Holders of
principal of or interest on the Debentures having a principal amount equal to
the Liquidation Amount of the Preferred Securities of such Holders.

                                   ARTICLE VI.
                  ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING

      SECTION 601. LIMITATIONS ON VOTING RIGHTS.

      (a) Except as provided in this Section 601, in Sections 514, 810 and 1002
and in the Indenture and as otherwise set forth in the Guarantee or required by
law, no record Holder of Preferred Securities shall have any right to vote or in
any manner otherwise control the administration, operation and management of the
Trust or the obligations of the parties hereto; nor shall anything herein set
forth, or contained in the terms of the Trust Securities Certificates, be
construed so as to constitute the Securityholders from time to time as partners
or members of an association.

      (b) So long as any Debentures are held by the Property Trustee, on behalf
of the Trust, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on the Debenture Trustee with respect to
such Debentures; (ii) waive any past default which is waivable under Article VII
of the Indenture; (iii) exercise any right to rescind or annul a declaration
that the principal of all the Debentures shall be due and payable; or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of not less than a majority in
Liquidation Amount of all the Outstanding Preferred Securities; provided,
however, that where a consent under the Indenture would require the consent of
each


                                       26
<PAGE>
holder of outstanding Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior written consent of each holder
of the Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Outstanding Preferred
Securities, except when authorized by a subsequent vote of the Holders of the
Outstanding Preferred Securities. The Property Trustee shall notify each holder
of the Outstanding Preferred Securities of any notice of default received from
the Debenture Trustee with respect to the Debentures. In addition to obtaining
the foregoing approvals of the Holders of the Preferred Securities, prior to
taking any of the foregoing actions, the Trustees shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such matters to the
effect that the Trust shall continue to be classified as a grantor trust and not
as an association taxable as a corporation for United States federal income tax
purposes on account of such action.

      (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the holders
of the Preferred Securities, whether by way of amendment to the Trust Agreement
or otherwise; or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
the Outstanding Preferred Securities as a class shall be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in Liquidation
Amount of the Outstanding Preferred Securities. No amendment to this Trust
Agreement may be made if, as a result of such amendment, the Trust would cease
to be classified as a grantor trust or would be classified as an association
taxable as a corporation for United States federal income tax purposes.

      SECTION 602. NOTICE OF MEETINGS. Notice of all meetings of the Preferred
Securityholders, stating the time, place and purpose of the meeting, shall be
given by the Property Trustee pursuant to Section 1008 to each Preferred
Securityholder of record, at his or her registered address, at least fifteen
(15) days and not more than ninety (90) days before the meeting. At any such
meeting, any business properly before the meeting may be so considered whether
or not stated in the notice of the meeting. Any adjourned meeting may be held as
adjourned without further notice.

      SECTION 603. MEETINGS OF THE PREFERRED SECURITYHOLDERS.

      (a) No annual meeting of the Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of the Securityholders to
vote on any matter in respect of which the Preferred Securityholders are
entitled to vote upon the written request of the Preferred Securityholders of
twenty-five percent (25%) of the Outstanding Preferred Securities (based upon
their aggregate Liquidation Amount) and the Administrative Trustees or the
Property Trustee may, at any time in their discretion, call a meeting of the
Preferred Securityholders to vote on any matters as to which the Preferred
Securityholders are entitled to vote.

      (b) The Preferred Securityholders of record of fifty percent (50%) of the
Outstanding Preferred Securities (based upon their aggregate Liquidation
Amount), present in person or by proxy, shall constitute a quorum at any meeting
of the Securityholders.


                                       27
<PAGE>
      (c) If a quorum is present at a meeting, an affirmative vote by the
Preferred Securityholders of record present, in person or by proxy, holding more
than a majority of the Preferred Securities (based upon their aggregate
Liquidation Amount) held by the Preferred Securityholders of record present,
either in person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a different number of
affirmative votes.

      SECTION 604. VOTING RIGHTS. The Securityholders shall be entitled to one
vote for each dollar value of Liquidation Amount represented by their Trust
Securities (with any fractional multiple thereof rounded up or down as the case
may be to the closest integral multiple) in respect of any matter as to which
such Securityholders are entitled to vote (and such dollar value shall be $25
per Preferred Security until such time, if any, as the Liquidation Amount is
changed as provided herein).

      SECTION 605. PROXIES, ETC. At any meeting of the Securityholders, any
Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Only Holders shall be entitled to vote.
When Trust Securities are held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Trust Securities,
but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any vote
to be cast, such vote shall not be received in respect of such Trust Securities.
A proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and, the burden of
proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

      SECTION 606. SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any action which
may be taken by the Securityholders at a meeting may be taken without a meeting
if the Securityholders holding more than a majority of all of the Outstanding
Trust Securities (based upon their aggregate Liquidation Amount) entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to the
action in writing.

      SECTION 607. RECORD DATE FOR VOTING AND OTHER PURPOSES. For the purposes
of determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees or the Property Trustee may from time to time fix a
date, not more than 90 days prior to the date of any meeting of the
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

      SECTION 608. ACTS OF THE SECURITYHOLDERS.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Trust Agreement to be given, made
or taken by the


                                       28
<PAGE>
Securityholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by an
agent duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Securityholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Trust Agreement and (subject
to Section 801) conclusive in favor of the Trustees, if made in the manner
provided in this Section 608.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which any Trustee receiving the
same deems sufficient.

      (c) The ownership of the Preferred Securities shall be proved by the
Securities Register.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

      (e) Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Security may do so
with regard to all or any part of the Liquidation Amount of such Trust Security
or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

      (f) A Securityholder may institute a legal proceeding directly against the
Depositor under the Guarantee to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee (as defined
in the Guarantee), the Trust or any Person.

      SECTION 609. INSPECTION OF RECORDS. Upon reasonable notice to the
Administrative Trustees and the Property Trustee, the records of the Trust shall
be open to inspection at the principal executive office of the Trustee (as
indicated in Section 202) to Holders of the Trust Securities during normal
business hours for any purpose reasonably related to such Securityholder's
interest as a Securityholder.


                                       29
<PAGE>
                                  ARTICLE VII.
                         REPRESENTATIONS AND WARRANTIES

      SECTION 701. REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE PROPERTY
TRUSTEE. The Bank and the Property Trustee, each severally on behalf of and as
to itself, as of the date hereof, and each successor Property Trustee at the
time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property
Trustee in its separate corporate capacity) hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

      (a) the Bank is a Delaware banking corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation;

      (b) the Bank has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Trust Agreement;

      (c) this Trust Agreement has been duly authorized, executed and delivered
by the Property Trustee and constitutes the valid and legally binding agreement
of the Property Trustee enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

      (d) the execution, delivery and performance by the Property Trustee of
this Trust Agreement has been duly authorized by all necessary corporate or
other action on the part of the Property Trustee and does not require any
approval of stockholders of the Bank and such execution, delivery and
performance shall not (i) violate the Bank's charter or by-laws; (ii) violate
any provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of, any Lien on any
properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Bank is a party or by which it is bound; or
(iii) violate any law, governmental rule or regulation of the United States or
its jurisdiction of incorporation, as the case may be, governing the banking or
trust powers of the Bank or the Property Trustee (as appropriate in context) or
any order, judgment or decree applicable to the Property Trustee or the Bank;

      (e) neither the authorization, execution or delivery by the Property
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Property Trustee contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing federal
law governing the banking or trust powers of the Bank or the Property Trustee,
as the case may be, under the laws of the United States or its jurisdiction of
incorporation; and

      (f) there are no proceedings pending or, to the best of the Property
Trustee's knowledge, threatened against or affecting the Bank or the Property
Trustee in any court or


                                       30
<PAGE>
before any governmental authority, agency or arbitration board or tribunal
which, individually or in the aggregate, would materially and adversely affect
the Trust or would question the right, power and authority of the Property
Trustee to enter into or perform its obligations as one of the Trustees under
this Trust Agreement; and

      (g) the Property Trustee is a Person eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000.

      SECTION 702. REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK AND THE
DELAWARE TRUSTEE. The Delaware Bank and the Delaware Trustee, each severally on
behalf of and as to itself, as of the date hereof, and each successor Delaware
Trustee at the time of the successor Delaware Trustee's acceptance of
appointment as Delaware Trustee hereunder (the term "Delaware Bank" being used
to refer to such successor Delaware Trustee in its separate corporate capacity),
hereby represents and warrants (as applicable) for the benefit of the Depositor
and the Securityholders that:

      (a) the Delaware Bank is a Delaware banking corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware;

      (b) the Delaware Bank has full corporate power, authority and legal right
to execute, deliver and perform its obligations under this Trust Agreement and
has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

      (c) this Trust Agreement has been duly authorized, executed and delivered
by the Delaware Trustee and constitutes the valid and legally binding agreement
of the Delaware Trustee enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors, rights and to general equity principles;

      (d) the execution, delivery and performance by the Delaware Trustee of
this Trust Agreement has been duly authorized by all necessary corporate or
other action on the part of the Delaware Trustee and does not require any
approval of stockholders of the Delaware Bank and such execution, delivery and
performance shall not (i) violate the Delaware Bank's charter or by-laws; (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Delaware Bank or the Delaware Trustee is a party or by which it is
bound; or (iii) violate any law, governmental rule or regulation of the United
States or the State of Delaware, as the case may be, governing the banking or
trust powers of the Delaware Bank or the Delaware Trustee (as appropriate in
context) or any order, judgment or decree applicable to the Delaware Bank or the
Delaware Trustee;

      (e) neither the authorization, execution or delivery by the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Delaware Trustee contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing federal law governing the banking or trust powers of the Delaware


                                       31
<PAGE>
Bank or the Delaware Trustee, as the case may be, under the laws of the United
States or the State of Delaware; and

      (f) there are no proceedings pending or, to the best of the Delaware
Trustee's knowledge, threatened against or affecting the Delaware Bank or the
Delaware Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Delaware Trustee to enter into or perform its obligations as
one of the Trustees under this Trust Agreement.

      SECTION 703. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor hereby represents and warrants for the benefit of the Securityholders
that:

      (a) the Trust Securities Certificates issued on the Closing Date or the
Date of Delivery, if applicable, on behalf of the Trust have been duly
authorized and, shall have been duly and validly executed, issued and delivered
by the Administrative Trustees pursuant to the terms and provisions of, and in
accordance with the requirements of, this Trust Agreement and the
Securityholders shall be, as of such date, entitled to the benefits of this
Trust Agreement; and

      (b) there are no taxes, fees or other governmental charges payable by the
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Bank, the Property Trustee or the Delaware
Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII.
                                    TRUSTEES

      SECTION 801. CERTAIN DUTIES AND RESPONSIBILITIES.

      (a) The duties and responsibilities of the Trustees shall be as provided
by this Trust Agreement and, in the case of the Property Trustee, by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. No Administrative Trustee nor the Delaware Trustee shall be liable for its
act or omissions hereunder except as a result of its own gross negligence or
willful misconduct. The Property Trustee's liability shall be determined under
the Trust Indenture Act. Whether or not therein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section 801. To the extent that, at law or in equity, the
Delaware Trustee or an Administrative Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
the Delaware Trustee or such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Delaware Trustee
or the Administrative Trustees otherwise existing at law or in equity, are
agreed by the Depositor


                                       32
<PAGE>
and the Securityholders to replace such other duties and liabilities of the
Delaware Trustee and the Administrative Trustees, as the case may be.

      (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it shall look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 801(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

      (c) No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

            (i) the Property Trustee shall not be liable for any error of
      judgment made in good faith by an authorized officer of the Property
      Trustee, unless it shall be proved that the Property Trustee was negligent
      in ascertaining the pertinent facts;

            (ii) the Property Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the direction of the Holders of not less than a majority in Liquidation
      Amount of the Trust Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Property
      Trustee, or exercising any trust or power conferred upon the Property
      Trustee under this Trust Agreement;

            (iii) the Property Trustee's sole duty with respect to the custody,
      safe keeping and physical preservation of the Debentures and the Payment
      Account shall be to deal with such property in a similar manner as the
      Property Trustee deals with similar property for its own account, subject
      to the protections and limitations on liability afforded to the Property
      Trustee under this Trust Agreement and the Trust Indenture Act;

            (iv) the Property Trustee shall not be liable for any interest on
      any money received by it except as it may otherwise agree with the
      Depositor and money held by the Property Trustee need not be segregated
      from other funds held by it except in relation to the Payment Account
      maintained by the Property Trustee pursuant to Section 301 and except to
      the extent otherwise required by law; and

            (v) the Property Trustee shall not be responsible for monitoring the
      compliance by the Administrative Trustees or the Depositor with their
      respective duties under this Trust Agreement, nor shall the Property
      Trustee be liable for the negligence, default or misconduct of the
      Administrative Trustees or the Depositor.


                                       33
<PAGE>
      SECTION 802. CERTAIN NOTICES.

      (a) Within five (5) Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer (as defined in the Indenture) of
the Property Trustee, the Property Trustee shall transmit, in the manner and to
the extent provided in Section 1008, notice of such Event of Default to the
Securityholders, the Administrative Trustees and the Depositor, unless such
Event of Default shall have been cured or waived. For purposes of this Section
802, the term "Event of Default" means any event that is, or after notice or
lapse of time or both would become, an Event of Default.

      (b) The Administrative Trustees shall transmit to the Securityholders in
the manner and to the extent provided in Section 1008 notice of the Depositor's
election to begin or further extend an Extended Interest Period on the
Debentures (unless such election shall have been revoked), and of any election
by the Depositor to accelerate the Maturity Date of the Debentures within the
time specified for transmitting such notice to the holders of the Debentures
pursuant to the Indenture as originally executed.

      SECTION 803. CERTAIN RIGHTS OF THE PROPERTY TRUSTEE. Subject to the
provisions of Section 801:

      (a) the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

      (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action; or
(ii) in construing any of the provisions of this Trust Agreement, the Property
Trustee finds the same ambiguous or inconsistent with other provisions contained
herein; or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within ten
(10) Business Days after it has delivered such notice, or such reasonably
shorter period of time set forth in such notice (which to the extent practicable
shall not be less than two (2) Business Days), it may, but shall be under no
duty to, take or refrain from taking such action not inconsistent with this
Trust Agreement as it shall deem advisable and in the best interests of the
Securityholders, in which event the Property Trustee shall have no liability
except for its own bad faith, negligence or willful misconduct;

      (c) any direction or act of the Depositor or the Administrative Trustees
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officers' Certificate;


                                       34
<PAGE>
      (d) whenever in the administration of this Trust Agreement, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and conclusively rely upon an Officers' Certificate which,
upon receipt of such request, shall be promptly delivered by the Depositor or
the Administrative Trustees;

      (e) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or, except as provided in Section 405, any filing under
tax or securities laws) or any re-recording, refiling or reregistration thereof;

      (f) the Property Trustee may consult with counsel of its choice (which
counsel may be counsel to the Depositor or any of its Affiliates) and the advice
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon and, in accordance with such advice, such counsel may be
counsel to the Depositor or any of its Affiliates, and may include any of its
employees; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

      (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request, order
or direction of any of the Securityholders, pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request, order or
direction; nothing contained herein shall, however, relieve the Property Trustee
of the obligation, upon the occurrence of an Event of Default (that has not been
cured or waived) to exercise such of the rights and powers vested in it by this
Trust Agreement, and to use the same degree of care and skill in their exercise
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs;

      (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by the Holders of not less than a majority
in Liquidation Amount of the Outstanding Preferred Securities, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

      (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys, provided that the Property Trustee shall be responsible for its own
negligence or recklessness with respect to selection of any agent or attorney
appointed by it hereunder;

      (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Trust Securities
which instructions may only be given by the Holders of the same proportion


                                       35
<PAGE>
in Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action; (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received; and (iii) shall
be protected in acting in accordance with such instructions; and

      (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement. No provision of this
Trust Agreement shall be deemed to impose any duty or obligation on the Property
Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it shall be
illegal, or in which the Property Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts, or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Property Trustee shall be construed to be a duty.

      SECTION 804. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
Recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Depositor of the proceeds of the Debentures.

      SECTION 805. MAY HOLD SECURITIES. Any Trustee or any other agent of any
Trustee or the Trust, in its individual or any other capacity, may become the
owner or pledgee of the Trust Securities and, subject to Sections 808 and 813
and except as provided in the definition of the term "Outstanding" in Article I,
may otherwise deal with the Trust with the same rights it would have if it were
not a Trustee or such other agent.

      SECTION 806. COMPENSATION; INDEMNITY; FEES. The Depositor agrees:

      (a) to pay to the Trustees from time to time reasonable compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust, in the case of the Property Trustee as set forth in a written agreement
between the Depositor and the Property Trustee);

      (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to such Trustee's negligence, bad faith or
willful misconduct (or, in the case of the Administrative Trustees or the
Delaware Trustee, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful
misconduct); and

      (c) to indemnify each of the Trustees or any predecessor Trustee for, and
to hold the Trustees harmless against, any loss, damage, claims, liability,
penalty or expense incurred without negligence, bad faith or willful misconduct
on its part, arising out of or in connection with the acceptance or
administration of this Trust Agreement, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance


                                       36
<PAGE>
of any of its powers or duties hereunder, except any such expense, disbursement
or advance as may be attributable to such Trustee's negligence, bad faith or
willful misconduct (or, in the case of the Administrative Trustees or the
Delaware Trustee, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful
misconduct).

      No Trustee may claim any Lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 806.

      SECTION 807. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

      (a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 807,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section 807, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII. The Property Trustee and the
Delaware Trustee may, but need not be, the same Person.

      (b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

      (c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware; or (ii) a
legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law that shall act
through one or more persons authorized to bind such entity.

      SECTION 808. CONFLICTING INTERESTS. If the Property Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Trust Agreement.

      SECTION 809. CO-TRUSTEES AND SEPARATE TRUSTEE.

      (a) Unless a Debenture Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor shall have power
to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
appoint, one or more


                                       37
<PAGE>
Persons approved by the Property Trustee either to act as co-trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to the
extent required by law to act as separate trustee of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section 809. If the Depositor does not join in such
appointment within fifteen (15) days after the receipt by it of a request so to
do, or in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make such appointment. Any co-trustee
or separate trustee appointed pursuant to this Section 809 shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States; or (ii) a legal entity with its principal place of business in the
United States that shall act through one or more persons authorized to bind such
entity.

      (b) Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged, and delivered
by the Depositor.

      (c) Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

            (i) The Trust Securities shall be executed and delivered and all
      rights, powers, duties and obligations hereunder in respect of the custody
      of securities, cash and other personal property held by, or required to be
      deposited or pledged with, the Trustees specified hereunder, shall be
      exercised, solely by such Trustees and not by such co-trustee or separate
      trustee.

            (ii) The rights, powers, duties and obligations hereby conferred or
      imposed upon the Property Trustee in respect of any property covered by
      such appointment shall be conferred or imposed upon and exercised or
      performed by the Property Trustee or by the Property Trustee and such
      co-trustee or separate trustee jointly, as shall be provided in the
      instrument appointing such co-trustee or separate trustee, except to the
      extent that under any law of any jurisdiction in which any particular act
      is to be performed, the Property Trustee shall be incompetent or
      unqualified to perform such act, in which event such rights, powers,
      duties and obligations shall be exercised and performed by such co-trustee
      or separate trustee.

            (iii) The Property Trustee at any time, by an instrument in writing
      executed by it, with the written concurrence of the Depositor, may accept
      the resignation of or remove any co-trustee or separate trustee appointed
      under this Section 809, and, in case a Debenture Event of Default has
      occurred and is continuing, the Property Trustee shall have the power to
      accept the resignation of, or remove, any such co-trustee or separate
      trustee without the concurrence of the Depositor. Upon the written request
      of the Property Trustee, the Depositor shall join with the Property
      Trustee in the execution, delivery and performance of all instruments and
      agreements necessary or proper to effectuate such resignation or removal.
      A successor to any co-trustee or separate trustee so resigned or removed
      may be appointed in the manner provided in this Section 809.


                                       38
<PAGE>
            (iv) No co-trustee or separate trustee hereunder shall be personally
      liable by reason of any act or omission of the Property Trustee or any
      other trustee hereunder.

            (v) The Property Trustee shall not be liable by reason of any act of
      a co-trustee or separate trustee.

            (vi) Any Act of the Holders delivered to the Property Trustee shall
      be deemed to have been delivered to each such co-trustee and separate
      trustee.

      SECTION 810. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      (a) No resignation or removal of any Trustee (the "Relevant Trustee") and
no appointment of a successor Trustee pursuant to this Article VIII shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 811.

      (b) Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time with respect to the Trust Securities by giving written
notice thereof to the Securityholders. If the instrument of acceptance by the
successor Trustee required by Section 811 shall not have been delivered to the
Relevant Trustee within thirty (30) days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction for the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

      (c) Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by an Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by an Act of the Holders of not less than a majority in
aggregate Liquidation Amount of the Preferred Securities, delivered to the
Relevant Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Common Securityholder at any time.

      (d) If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by an Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Preferred Securityholders, by an Act of the
Securityholders of not less than a majority in Liquidation Amount of the
Preferred Securities then Outstanding delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Relevant Trustee or Trustees with
respect to the Trust Securities and the Trust, and such successor Trustee shall
comply with the applicable requirements of Section 811. If an Administrative
Trustee shall resign, be removed or become incapable of acting as an
Administrative Trustee, at a time when a Debenture Event of Default shall have
occurred and be


                                       39
<PAGE>
continuing, the Common Securityholder, by an Act of the Common Securityholder
delivered to an Administrative Trustee, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees with respect to the Trust
Securities and the Trust, and such successor Administrative Trustee or
Administrative Trustees shall comply with the applicable requirements of Section
811. If no successor Relevant Trustee with respect to the Trust Securities shall
have been so appointed by the Common Securityholder or the Preferred
Securityholders and accepted appointment in the manner required by Section 811,
any Securityholder who has been a Securityholder of Trust Securities on behalf
of himself or herself and all others similarly situated may petition a court of
competent jurisdiction for the appointment of a successor Relevant Trustee with
respect to the Trust Securities.

      (e) The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all the
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

      (f) Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them; or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees set forth in Section 807).

      SECTION 811. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

      (a) In case of the appointment hereunder of a successor Relevant Trustee
with respect to the Trust Securities and the Trust, the retiring Relevant
Trustee and each successor Relevant Trustee with respect to the Trust Securities
shall execute and deliver an instrument hereto wherein each successor Relevant
Trustee shall accept such appointment and which shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Trust Securities and the Trust and
upon the execution and delivery of such instrument the resignation or removal of
the retiring Relevant Trustee shall become effective to the extent provided
therein and each such successor Relevant Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the Trust; but, on request of the Trust or any successor Relevant Trustee such
retiring Relevant Trustee shall duly assign, transfer and deliver to such
successor Relevant Trustee all the Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

      (b) Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the immediately preceding paragraph, as the case may be.


                                       40
<PAGE>
      (c) No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article VIII.

      SECTION 812. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article VIII, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

      SECTION 813. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE DEPOSITOR OR
THE TRUST. If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or the Trust (or any
such other obligor).

      SECTION 814. REPORTS BY THE PROPERTY TRUSTEE.

      (a) The Property Trustee shall transmit to the Securityholders such
reports concerning the Property Trustee, its actions under this Trust Agreement
and the property and funds in its possession in its capacity as the Property
Trustee as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant thereto.

      (b) A copy of each such report shall, at the time of such transmission to
the Holders, be filed by the Property Trustee with the New York Stock Exchange,
and each national securities exchange or other organization upon which the Trust
Securities are listed, and also with the Commission and the Depositor.

      SECTION 815. REPORTS TO THE PROPERTY TRUSTEE. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

      SECTION 816. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.


                                       41
<PAGE>
      SECTION 817. NUMBER OF TRUSTEES.

      (a) The number of Trustees shall be five, provided that the Holder of all
of the Common Securities by written instrument may increase or decrease the
number of the Administrative Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

      (b) If a Trustee ceases to hold office for any reason and the number of
the Administrative Trustees is not reduced pursuant to Section 817(a), or if the
number of the Trustees is increased pursuant to Section 817(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 810.

      (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to annul the
Trust. Whenever a vacancy in the number of the Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 810, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Agreement), shall have all the powers granted to the Administrative Trustees and
shall discharge all the duties imposed upon the Administrative Trustees by this
Trust Agreement.

      SECTION 818. DELEGATION OF POWER.

      (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
207(a); and

      (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of the Trust, as set forth herein.

      SECTION 819. VOTING. Except as otherwise provided in this Trust Agreement,
the consent or approval of the Administrative Trustees shall require consent or
approval by not less than a majority of the Administrative Trustees, unless
there are only two, in which case both must consent.

                                   ARTICLE IX.
                       TERMINATION, LIQUIDATION AND MERGER

      SECTION 901. TERMINATION UPON EXPIRATION DATE. Unless earlier dissolved,
the Trust shall automatically dissolve on June 30, 2032 (the "Expiration Date")
subject to distribution of the Trust Property in accordance with Section 904.

      SECTION 902. EARLY TERMINATION. The first to occur of any of the following
events is an "Early Termination Event":


                                       42
<PAGE>
      (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor;

      (b) delivery of written direction to the Property Trustee by the Depositor
at any time (which direction is wholly optional and within the discretion of the
Depositor) to dissolve the Trust and distribute the Debentures to the
Securityholders in exchange for the Preferred Securities in accordance with
Section 904;

      (c) the redemption of all of the Preferred Securities in connection with
the redemption of all of the Debentures (whether upon a Debenture Redemption
Date or the maturity of the Debentures); and

      (d) the entrance of an order for dissolution of the Trust shall have been
entered by a court of competent jurisdiction.

      SECTION 903. TERMINATION. The respective obligations and responsibilities
of the Trustees and the Trust created and continued hereby shall terminate upon
the latest to occur of the following: (a) the distribution by the Property
Trustee to the Securityholders upon the liquidation of the Trust pursuant to
Section 904, or upon the redemption of all of the Trust Securities pursuant to
Section 402, of all amounts required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders; and (d) the filing of a Certificate
of Cancellation by the Administrative Trustee under the Delaware Business Trust
Act.

      SECTION 904. LIQUIDATION.

      (a) If an Early Termination Event specified in clause (a), (b), or (d) of
Section 902 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 904(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not later than thirty (30)
nor more than sixty (60) days prior to the Liquidation Date to each Holder of
Trust Securities at such Holder's address appearing in the Securities Register.
All notices of liquidation shall:

            (i) state the Liquidation Date;

            (ii) state that from and after the Liquidation Date, the Trust
      Securities shall no longer be deemed to be Outstanding and any Trust
      Securities Certificates not surrendered for exchange shall be deemed to
      represent a Like Amount of Debentures; and

            (iii) provide such information with respect to the mechanics by
      which the Holders may exchange the Trust Securities Certificates for the
      Debentures, or, if Section 904(d) applies, receive a Liquidation
      Distribution, as the Administrative Trustees or the Property Trustee shall
      deem appropriate.


                                       43
<PAGE>
      (b) Except where Section 902(c) or 904(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to the
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than forty-five (45) days prior to the
Liquidation Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such procedures as it
shall deem appropriate to effect the distribution of Debentures in exchange for
the Outstanding Trust Securities Certificates.

      (c) Except where Section 902(c) or 904(d) applies, after the Liquidation
Date, (i) the Trust Securities shall no longer be deemed to be outstanding; (ii)
certificates representing a Like Amount of the Debentures shall be issued to the
Holders of Trust Securities Certificates upon surrender of such certificates to
the Administrative Trustees or their agent for exchange; (iii) the Depositor
shall use its reasonable efforts to have the Debentures listed on the New York
Stock Exchange or on such other securities exchange or other organization as the
Preferred Securities are then listed or traded; (iv) any Trust Securities
Certificates not so surrendered for exchange shall be deemed to represent a Like
Amount of Debentures, accruing interest at the rate provided for in the
Debentures from the last Distribution Date on which a Distribution was made on
such Trust Securities Certificates until such certificates are so surrendered
(and until such certificates are so surrendered, no payments of interest or
principal shall be made to Holders of the Trust Securities Certificates with
respect to such Debentures); and (v) all rights of the Securityholders holding
the Trust Securities shall cease, except the right of such Securityholders to
receive the Debentures upon surrender of the Trust Securities Certificates.

      (d) In the event that, notwithstanding the other provisions of this
Section 904, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up and terminated, by the Property Trustee in such manner as
the Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, the Securityholders shall be
entitled to receive out of the assets of the Trust available for distribution to
the Securityholders, after satisfaction of liabilities to creditors of the Trust
as provided by applicable law, an amount equal to the Liquidation Amount per
Trust Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts, subject to Section 407).
The Holder of the Common Securities shall be entitled to receive the Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata
(determined as aforesaid) with the Holders of the Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities.

      SECTION 905. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
TRUST. The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 905. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred


                                       44
<PAGE>
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (a) such successor
entity either (i) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (ii) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise; (b) the
Depositor expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of the Debentures; (c) the Successor Securities are listed or traded, or any
Successor Securities shall be listed or traded upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed, if any; (d) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect; (e)
such successor entity has a purpose substantially identical to that of the
Trust; (f) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (i) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect; and (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity shall be required to register as an
"investment company" under the Investment Company Act; and (g) the Depositor
owns all of the Common Securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee, the Debentures, this Trust Agreement and
the Expense Agreement. For purposes of this Section 905, any such consolidation,
merger, sale, conveyance, transfer or other disposition as a result of which (a)
the Company is not the surviving Person, and (b) the same Person is not both (i)
the primary obligor in respect of the Debentures and (ii) the Guarantor under
the Guarantee, shall be deemed to constitute a replacement of the Trust by a
successor entity; provided further that, notwithstanding the foregoing, in the
event that upon the consummation of such a consolidation, merger, sale,
conveyance, transfer or other disposition, the parent company (if any) of the
Company, or its successor, is a bank holding company or financial holding
company or comparably regulated financial institution, such parent company shall
guarantee the obligations of the Trust (and any successor thereto) under the
Preferred Securities (including any Successor Securities) at least to the extent
provided by the Guarantee, the Debentures, the Trust Agreement and the Expense
Agreement. Notwithstanding the foregoing, the Trust shall not, except with the
consent of the Holders of 100% in Liquidation Amount of the Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other Person to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.


                                       45
<PAGE>
                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

      SECTION 1001. LIMITATION OF RIGHTS OF THE SECURITYHOLDERS. The death or
incapacity of any Person having an interest, beneficial or otherwise, in the
Trust Securities shall not operate to terminate this Trust Agreement, nor
entitle the legal representatives or heirs of such Person or any Securityholder
for such Person to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding-up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

      SECTION 1002. AMENDMENT.

      (a) This Trust Agreement may be amended from time to time by the Trustees
and the Depositor, without the consent of any Securityholders, (i) as provided
in Section 811 with respect to acceptance of appointment by a successor Trustee;
(ii) to cure any ambiguity, correct or supplement any provision herein or
therein which may be inconsistent with any other provision herein or therein, or
to make any other provisions with respect to matters or questions arising under
this Trust Agreement, that shall not be inconsistent with the other provisions
of this Trust Agreement; (iii) to modify, eliminate or add to any provisions of
this Trust Agreement to such extent as shall be necessary to ensure that the
Trust shall be classified for United States federal income tax purposes as a
grantor trust at all times that any of the Trust Securities are outstanding or
to ensure that the Trust shall not be required to register as an "investment
company" under the Investment Company Act; or (iv) to reduce or increase the
Liquidation Amount per Trust Security and simultaneously to correspondingly
increase or decrease the number of Trust Securities issued and Outstanding
solely for the purpose of maintaining the eligibility of the Preferred
Securities for quotation or listing on any national securities exchange or other
organization on which the Preferred Securities are then included, quoted or
listed (including, if applicable, the New York Stock Exchange); provided,
however, that in the case of clause (ii), such action shall not adversely affect
in any material respect the interests of any Securityholder, and provided
further, that in the case of clause (iv) the aggregate Liquidation Amount of the
Trust Securities Outstanding upon completion of any such reduction must be the
same as the aggregate Liquidation Amount of the Trust Securities outstanding
immediately prior to such reduction or increase, and any amendments of this
Trust Agreement shall become effective when notice thereof is given to the
Securityholders (or, in the case of an amendment pursuant to clause (iv), as of
the date specified in the notice).

      (b) Except as provided in Section 601(c) or Section 1002(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor (i) with the consent of the Trust Securityholders representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding; and (ii) upon receipt by the Trustees of an Opinion of Counsel
to the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment shall not affect the Trust's status
as a grantor trust for United States federal income tax purposes or the Trust's
exemption from status of an "investment company" under the Investment Company
Act.

      (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance


                                       46
<PAGE>
with Section 603 or 606 hereof), this Trust Agreement may not be amended to (i)
change the amount or timing of any Distribution on the Trust Securities or
otherwise adversely affect the amount of any Distribution required to be made in
respect of the Trust Securities as of a specified date; or (ii) restrict the
right of a Securityholder to institute suit for the enforcement of any such
payment on or after such date; notwithstanding any other provision herein,
without the unanimous consent of the Securityholders (such consent being
obtained in accordance with Section 603 or 606 hereof), this paragraph (c) of
this Section 1002 may not be amended.

      (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an "investment company" under the Investment Company Act or to fail or
cease to be classified as a grantor trust for United States federal income tax
purposes.

      (e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor, this Trust Agreement may not be amended in
a manner which imposes any additional obligation on the Depositor.

      (f) In the event that any amendment to this Trust Agreement is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.

      (g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement has been effected
in compliance with this Trust Agreement.

      SECTION 1003. SEPARABILITY. In case any provision in this Trust Agreement
or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

      SECTION 1004. GOVERNING LAW. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO ITS CONFLICT OF LAWS PRINCIPLES).

      SECTION 1005. PAYMENTS DUE ON NON-BUSINESS DAY. If the date fixed for any
payment on any Trust Security shall be a day that is not a Business Day, then
such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day, except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.


                                       47
<PAGE>
      SECTION 1006. SUCCESSORS. This Trust Agreement shall be binding upon and
shall inure to the benefit of any successor to the Depositor, the Trust or the
Relevant Trustee(s), including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article XII of the Indenture and pursuant to which the assignee
agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder.

      SECTION 1007. HEADINGS. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

      SECTION 1008. REPORTS, NOTICES AND DEMANDS. Any report, notice, demand or
other communication which by any provision of this Trust Agreement is required
or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Preferred
Securityholder, to such Preferred Securityholder as such Securityholder's name
and address may appear on the Securities Register; and (b) in the case of the
Common Securityholder or the Depositor, to Stifel Financial Corp., 501 North
Broadway, St. Louis, Missouri 63102, Attention: Chief Financial Officer,
Facsimile No.: (314) 342-2850. Any notice to the Preferred Securityholders shall
also be given to such owners as have, within two years preceding the giving of
such notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee, to Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to Wilmington Trust Company, at the address above; and (c) with respect
to the Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Stifel Financial
Capital Trust I, c/o Stifel Financial Corp." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.

      SECTION 1009. AGREEMENT NOT TO PETITION. Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code of 1978, as
amended) (collectively, "Bankruptcy Laws") or otherwise join in the commencement
of any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor or any of the Trustees takes action in violation of this Section 1009,
the Property Trustee agrees, for the benefit of the Securityholders, that at the
expense of the Depositor (which expense shall be paid prior to the filing), it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing


                                       48
<PAGE>
of such petition by the Depositor or such Trustee against the Trust or the
commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1009 shall survive the
termination of this Trust Agreement.

      SECTION 1010. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

      (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

      (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

      (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or to be excluded, as the case may be.

      (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

      SECTION 1011. ACCEPTANCE OF TERMS OF THE TRUST AGREEMENT, THE GUARANTEE
AND THE INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY
INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER,
WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A
BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF
THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING,
BY ACCEPTANCE OF A PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO
HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL
ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE
PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN
THE DEBENTURES.

         [The remainder of this page has been left blank intentionally]


                                       49
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.

                                 STIFEL FINANCIAL CORP.,
                                 as Depositor

                                 By: ___________________________________________
                                 Name:
                                 Title:


                                 WILMINGTON TRUST COMPANY,
                                 as Property Trustee

                                 By: ___________________________________________
                                 Name:
                                 Title:


                                 WILMINGTON TRUST COMPANY,
                                 as Delaware Trustee

                                 By: ___________________________________________
                                 Name:
                                 Title:

                                 _______________________________________________
                                 JAMES M. ZEMLYAK, as Administrative Trustee

                                 _______________________________________________
                                 BERNARD N. BURKEMPER, as Administrative Trustee

                                 _______________________________________________
                                 THOMAS A. PRINCE, as Administrative Trustee
<PAGE>
                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                        STIFEL FINANCIAL CAPITAL TRUST I

      This CERTIFICATE OF TRUST of STIFEL FINANCIAL CAPITAL TRUST I (the
"Trust"), dated as of _______________, 2002, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

      1. NAME. The name of the business trust formed hereby is Stifel Financial
Capital Trust I.

      2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Trust Administration.

      3. EFFECTIVE DATE. This Certificate of Trust shall be effective on the
date of filing.

      IN WITNESS WHEREOF, each of the undersigned, being a trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811 of the
Act.

                                        WILMINGTON TRUST COMPANY, as Trustee

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        ________________________________________
                                        JAMES M. ZEMLYAK, as Trustee

                                        ________________________________________
                                        BERNARD N. BURKEMPER, as Trustee

                                        ________________________________________
                                        THOMAS A. PRINCE, as Trustee


                                      A-1
<PAGE>
                                    EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                            EXCEPT IN COMPLIANCE WITH
                       SECTION 510 OF THE TRUST AGREEMENT

CERTIFICATE NUMBER _________              NUMBER OF COMMON SECURITIES _________.

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                        STIFEL FINANCIAL CAPITAL TRUST I

                                COMMON SECURITIES
                   LIQUIDATION AMOUNT $25 PER COMMON SECURITY

      STIFEL FINANCIAL CAPITAL TRUST I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that STIFEL
FINANCIAL CORP. (the "Holder") is the registered owner of ____________________
(________) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated Common Securities
(liquidation amount $25 per Common Security) (the "Common Securities"). In
accordance with Section 510 of the Trust Agreement (as defined below), the
Common Securities are not transferable and any attempted transfer hereof shall
be void. The designations, rights, privileges, restrictions, preferences, and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of ______________, 2002, as the same may
be amended from time to time (the "Trust Agreement"), including the designation
of the terms of the Common Securities as set forth therein. The Trust shall
furnish a copy of the Trust Agreement to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this day of ____________ 2002.

                                        STIFEL FINANCIAL CAPITAL TRUST I


                                        By: ____________________________________
                                                Name: __________________________
                                                Title: _________________________


                                      B-1
<PAGE>
                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

            AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as
of ____________ , 2002 between STIFEL FINANCIAL CORP., a Delaware corporation
(the "Company"), and STIFEL FINANCIAL CAPITAL TRUST I, a Delaware business trust
(the "Trust").

                                    RECITALS

            WHEREAS, the Trust intends to issue its common securities (the
"Common Securities") to, and receive __% Junior Subordinated Debentures (the
"Debentures") from, the Company and to issue and sell up to 1,150,000 __%
Cumulative Trust Preferred Securities (the "Preferred Securities") with such
powers, preferences and special rights and restrictions as are set forth in the
Amended and Restated Trust Agreement of the Trust dated as of _________________,
2002, as the same may be amended from time to time (the "Trust Agreement");

            WHEREAS, the Company shall directly or indirectly own all of the
Common Securities of the Trust and shall issue the Debentures;

            NOW, THEREFORE, in consideration of the purchase by each holder of
the Preferred Securities, which purchase the Company hereby agrees shall benefit
the Company and which purchase the Company acknowledges shall be made in
reliance upon the execution and delivery of this Agreement, the Company,
including in its capacity as holder of the Common Securities, and the Trust
hereby agree as follows:

                                    ARTICLE I

      SECTION 1.1. GUARANTEE BY THE COMPANY.

      Subject to the terms and conditions hereof, the Company, including in its
capacity as holder of the Common Securities, hereby irrevocably and
unconditionally guarantees to each person or entity to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment when
and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust other than obligations of the Trust to pay to the
holders of any Preferred Securities or other similar interests in the Trust the
amounts due such holders pursuant to the terms of the Preferred Securities or
such other similar interests, as the case may be. This Agreement is intended to
be for the benefit of, and to be enforceable by, all such Beneficiaries, whether
or not such Beneficiaries have received notice hereof.

      SECTION 1.2. TERM OF AGREEMENT.

      This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the


                                      C-1
<PAGE>
Preferred Securities (whether upon redemption, liquidation, exchange or
otherwise); and (b) the date on which there are no Beneficiaries remaining;
provided, however, that this Agreement shall continue to be effective or shall
be reinstated, as the case may be, if at any time any holder of the Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any obligation under the Preferred Securities
Guarantee Agreement dated the date hereof by the Company and Wilmington Trust
Company as guarantee trustee, or under this Agreement for any reason whatsoever.
This Agreement is continuing, irrevocable, unconditional and absolute.

      SECTION 1.3. WAIVER OF NOTICE.

      The Company hereby waives notice of acceptance of this Agreement and of
any obligation to which it applies or may apply, and the Company hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

      SECTION 1.4. NO IMPAIRMENT.

      The obligations, covenants, agreements and duties of the Company under
this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

            (a) the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;

            (b) any failure, omission, delay or lack of diligence on the part of
the Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

            (c) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of the assets of
the Trust.

      There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Company with respect to the happening of any of the
foregoing.

      SECTION 1.5. ENFORCEMENT.

      A Beneficiary may enforce this Agreement directly against the Company, and
the Company waives any right or remedy to require that any action be brought
against the Trust or any other person or entity before proceeding against the
Company.


                                      C-2
<PAGE>
                                   ARTICLE II

      SECTION 2.1. BINDING EFFECT.

      All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the Company and
shall inure to the benefit of the Beneficiaries.

      SECTION 2.2. AMENDMENT.

      So long as there remains any Beneficiary or any Preferred Securities of
any series are outstanding, this Agreement shall not be modified or amended in
any manner adverse to such Beneficiary or to the holders of the Preferred
Securities.

      SECTION 2.3. NOTICES.

      Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same by facsimile
transmission (confirmed by mail), telex, or by registered or certified mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

      Stifel Financial Capital Trust I, c/o Stifel Financial Corp., 501 North
Broadway, St. Louis, Missouri 63102. Facsimile No.: (314) 342-2850. Attention:
Chief Financial Officer.

      Stifel Financial Corp., 501 North Broadway, St. Louis, Missouri 63102.
Facsimile No.: (314) 342-2850. Attention: Chief Financial Officer.

      SECTION 2.4. GOVERNING LAW.

      This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Delaware (without regard to conflict of
laws principles).

         [The remainder of this page has been left blank intentionally]


                                      C-3
<PAGE>
      THIS AGREEMENT is executed as of the day and year first above written.

                                        STIFEL FINANCIAL CORP.

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        STIFEL FINANCIAL CAPITAL TRUST I

                                        By: ____________________________________
                                        Name:
                                        Title: Administrative Trustee


                                      C-4
<PAGE>
                                    EXHIBIT D

Certificate Number___________           Number of Preferred Securities _________
CUSIP NO. __________

                   Certificate Evidencing Preferred Securities

                                       of
                        Stifel Financial Capital Trust I

                   ____% Cumulative Trust Preferred Securities
                 (Liquidation Amount $25 per Preferred Security)

      STIFEL FINANCIAL CAPITAL TRUST I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of _____ preferred
securities (the "Preferred Securities") of the Trust representing undivided
beneficial interests in the assets of the Trust and designated ____% Cumulative
Trust Preferred Securities (Liquidation Amount $25 per Preferred Security). The
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for transfer as provided in Section 504 of the Trust
Agreement (as defined herein). The designations, rights, privileges,
restrictions, preferences, and other terms and provisions of the Preferred
Securities are set forth in, and this Certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of _______________, 2002, as the same may be amended from time to time (the
"Trust Agreement"), including the designation of the terms of the Preferred
Securities as set forth therein. The Holder is entitled to the benefits of the
Preferred Securities Guarantee Agreement entered into by Stifel Financial Corp.,
a Delaware corporation, and Wilmington Trust Company, as guarantee trustee,
dated as of ____________, 2002 (the "Guarantee"), to the extent provided
therein. The Trust shall furnish a copy of the Trust Agreement and the Guarantee
to the Holder without charge upon written request to the Trust at its principal
place of business or registered office.

      Upon receipt of this Certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      Unless the Certificate of Authentication has been manually executed by the
Authentication Agent, this Certificate is not valid or effective.


                                      D-1
<PAGE>
      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate as of this ________ day of ___________ 2002.

                                        STIFEL FINANCIAL CAPITAL TRUST I

                                        By: ____________________________________
                                        James M. Zemlyak, Administrative Trustee

                                        By: ____________________________________
                                        Bernard N. Burkemper, Administrative
                                        Trustee

                                        By: ____________________________________
                                        Thomas A. Prince, Administrative Trustee

                                     LEGEND

                           FOR CERTIFICATES EVIDENCING

                        GLOBAL PREFERRED SECURITIES ONLY:

Unless this certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration or transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is required by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


                                      D-2
<PAGE>
                        [FORM OF REVERSE OF CERTIFICATE]

      The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to Stifel Financial Capital
Trust I, c/o Stifel Financial Corp., 501 North Broadway, St. Louis, Missouri
63102 or to the Registrar named on the face of this Certificate.

      The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>            <C>                                 <C>
      TEN COM  - as tenants in common              UNIF GIFT MIN ACT-.......Custodian..........
                                                                     (Cust)           (Minor)
      TEN ENT  -  as tenants by the entireties                       under Uniform Gifts to
                                                                     Minors Act................
                                                                                   (State)
      JT TEN     as joint tenants with right of    UNIF TRF MIN ACT -..........Custodian
                 survivorship and not as tenants                     (until age)...............
                 in common                                           ............under Uniform
                                                                     (Minor)
                                                                     Transfers to Minors
                                                                     Act.......................
                                                                            (State)
      TOD      - transfer on death direction in
                 event owner's death, to person
                 named on face and subject to TOD
                 rules referenced
</TABLE>

      Additional abbreviations may also be used though not in the above list.

      FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:
________________________________________________________________________________
(Please insert Social Security or other
identifying number of assignee)

__________________________________________

__________________________________________

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________
_____________________________________ Preferred Securities represented by the
within certificate, and do(es) hereby irrevocably constitute and appoint
________________________________________________________________________________
attorney to transfer the said Preferred Securities on the books of the
within-named Trust with full power of substitution in the premises.

Dated: _____________________________________


       Signature: ______________________________________________________________
                  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
                          THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
                          IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
                          ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:


________________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.


                                      D-3
<PAGE>
                                    EXHIBIT E

                      FORM OF CERTIFICATE OF AUTHENTICATION

                          CERTIFICATE OF AUTHENTICATION

      This is one of the __________% Cumulative Trust Preferred Securities
referred to in the within-mentioned Amended and Restated Trust Agreement.

Dated:

WILMINGTON TRUST COMPANY,
as Authenticating Agent and Registrar


By: ____________________________________
         Authorized Signatory


                                      E-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>7
<FILENAME>c68329ex4-7.txt
<DESCRIPTION>EX-4.7 PREFERRED SECURITIES GUARANTEE AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.7

================================================================================

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                                 by and between

                             STIFEL FINANCIAL CORP.

                                       and

                            WILMINGTON TRUST COMPANY

                        Dated as of _________ ____, 2002

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                           <C>
ARTICLE I. DEFINITIONS AND INTERPRETATION...................................   1
           Section 1.1. Definitions and Interpretation......................   1

ARTICLE II. TRUST INDENTURE ACT.............................................   5
           Section 2.1. Trust Indenture Act; Application....................   5
           Section 2.2. The List of Holders of the Securities...............   5
           Section 2.3. Reports by the Preferred Guarantee Trustee..........   5
           Section 2.4. Periodic Reports to the Preferred Guarantee
                        Trustee.............................................   5
           Section 2.5. Evidence of Compliance with Conditions Precedent....   5
           Section 2.6. Events of Default; Waiver...........................   6
           Section 2.7. Event of Default; Notice............................   6
           Section 2.8. Conflicting Interests...............................   6

ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE PREFERRED GUARANTEE TRUSTEE...   6
           Section 3.1. Powers and Duties of the Preferred Guarantee
                        Trustee.............................................   6
           Section 3.2. Certain Rights of the Preferred Guarantee Trustee...   8
           Section 3.3. Not Responsible for Recitals or Issuance of
                        Guarantee...........................................  10

ARTICLE IV. THE PREFERRED GUARANTEE TRUSTEE.................................  10
           Section 4.1. The Preferred Guarantee Trustee; Eligibility........  10
           Section 4.2. Appointment, Removal and Resignation of the
                        Preferred Guarantee Trustee.........................  10

ARTICLE V. GUARANTEE........................................................  11
           Section 5.1. Guarantee...........................................  11
           Section 5.2. Waiver of Notice and Demand.........................  11
           Section 5.3. Obligations not Affected............................  12
           Section 5.4. Rights of the Holders...............................  12
           Section 5.5. Guarantee of Payment................................  13
           Section 5.6. Subrogation.........................................  13
           Section 5.7. Independent Obligations.............................  13

ARTICLE VI. LIMITATION OF TRANSACTIONS; SUBORDINATION.......................  14
           Section 6.1. Limitation on Transactions..........................  14
           Section 6.2. Ranking.............................................  14

ARTICLE VII. TERMINATION....................................................  14
           Section 7.1. Termination.........................................  14

ARTICLE VIII. INDEMNIFICATION...............................................  15
           Section 8.1. Exculpation.........................................  15
           Section 8.2. Indemnification.....................................  15
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                           <C>
ARTICLE IX. MISCELLANEOUS...................................................  15
           Section 9.1. Successors and Assigns..............................  15
           Section 9.2. Amendments..........................................  15
           Section 9.3. Notices.............................................  16
           Section 9.4. Benefit.............................................  16
           Section 9.5. Governing Law.......................................  16
</TABLE>


                                       ii
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of Trust Indenture                                     Section of
Act of 1939, as amended                                    Guarantee Agreement
-----------------------                                    -------------------
<S>                                                        <C>
310(a)...................................................             4.1(a)

310(b)...................................................        4.1(c), 2.8

310(c)...................................................     Not Applicable

311(a)...................................................             2.2(b)

311(b)...................................................             2.2(b)

311(c)...................................................     Not Applicable

312(a)...................................................             2.2(a)

312(b)...................................................             2.2(b)

313......................................................                2.3

314(a)...................................................                2.4

314(b)...................................................     Not Applicable

314(c)...................................................                2.5

314(d)...................................................     Not Applicable

314(e)...................................................       1.1, 2.5,3.2

314(f)...................................................           2.1, 3.2

315(a)...................................................             3.1(d)

315(b)...................................................                2.7

315(c)...................................................                3.1

315(d)...................................................             3.1(d)

316(a)...................................................      1.1, 2.6, 5.4

316(b)...................................................                5.3

317(a)...................................................                3.1

317(b)...................................................     Not Applicable

318(a)...................................................             2.1(a)

318(b)...................................................                2.1

318(c)...................................................             2.1(b)
</TABLE>

Note: This Cross-Reference Table does not constitute part of this Agreement and
shall not affect the interpretation of any of its terms or provisions.


                                       iii
<PAGE>
                    PREFERRED SECURITIES GUARANTEE AGREEMENT

            This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred
Securities Guarantee"), dated as of _________ __, 2002, is executed and
delivered by STIFEL FINANCIAL CORP., a Delaware corporation (the "Guarantor"),
and WILMINGTON TRUST COMPANY, a banking corporation organized and existing under
the laws of Delaware, as trustee (the "Preferred Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Preferred
Securities (as defined herein) of STIFEL FINANCIAL CAPITAL TRUST I, a Delaware
statutory business trust (the "Trust").

                                    RECITALS

      WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of _____________ ___, 2002, among the trustees of the
Trust named therein, the Guarantor, as depositor, and the holders from time to
time of undivided beneficial interests in the assets of the Trust, the Trust is
issuing on the date hereof up to 1,150,000 preferred securities, having an
aggregate Liquidation Amount of up to $28,750,000, designated the ___%
Cumulative Trust Preferred Securities (the "Preferred Securities");

      WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to pay to the
Holders of the Preferred Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.

                                   ARTICLE I.
                         DEFINITIONS AND INTERPRETATION

      SECTION 1.1. DEFINITIONS AND INTERPRETATION. In this Preferred Securities
Guarantee, unless the context otherwise requires:

      (a) capitalized terms used in this Preferred Securities Guarantee but not
defined in the preamble above have the respective meanings assigned to them in
this Section 1.1;

      (b) terms defined in the Trust Agreement as at the date of execution of
this Preferred Securities Guarantee have the same meaning when used in this
Preferred Securities Guarantee, unless otherwise defined in this Preferred
Securities Guarantee;

      (c) a term defined anywhere in this Preferred Securities Guarantee has the
same meaning throughout;
<PAGE>
      (d) all references to "the Preferred Securities Guarantee" or "this
Preferred Securities Guarantee" are to this Preferred Securities Guarantee as
modified, supplemented or amended from time to time;

      (e) all references in this Preferred Securities Guarantee to Articles and
Sections are to Articles and Sections of this Preferred Securities Guarantee,
unless otherwise specified;

      (f) a term defined in the Trust Indenture Act has the same meaning when
used in this Preferred Securities Guarantee, unless otherwise defined in this
Preferred Securities Guarantee or unless the context otherwise requires; and

      (g) a reference to the singular includes the plural and vice versa.

      "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

      "Business Day" means any day other than a Saturday, Sunday, a day on which
federal or state banking institutions in the Borough of Manhattan, the City of
New York, are authorized or required by law, executive order or regulation to
close or a day on which the Corporate Trust Office of the Preferred Guarantee
Trustee is closed for business.

      "Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Preferred Securities Guarantee is located at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

      "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

      "Debentures" means the ____% Junior Subordinated Debentures due ______,
2032, of the Debenture Issuer held by the Property Trustee of the Trust.

      "Debenture Issuer" means Stifel Financial Corp., issuer of the Debentures
under the Indenture.

      "Event of Default" means a default by the Guarantor on any of its payments
or other obligations under this Preferred Securities Guarantee.

      "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Trust: (i) any accrued and unpaid Distributions that are
required to be paid on such Preferred Securities, to the extent the Trust shall
have funds available therefor, (ii) the redemption price, including all accrued
and unpaid Distributions to the date of redemption (the "Redemption Price"), to
the extent the Trust has funds available therefor, with respect to any Preferred
Securities called for redemption by the Trust, and (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Trust (other than in
connection with the distribution of the Debentures to the Holders in exchange
for the Preferred Securities as provided in the Trust Agreement), the lesser


                                       2
<PAGE>
of (A) the aggregate of the Liquidation Amount and all accrued and unpaid
Distributions on the Preferred Securities to the date of payment, to the extent
the Trust shall have funds available therefor (the "Liquidation Distribution"),
and (B) the amount of assets of the Trust remaining available for distribution
to Holders in liquidation of the Trust.

      "Guarantor" has the meaning set forth in the Preamble hereto.

      "Holder" means a Person in whose name a Preferred Security is or Preferred
Securities are registered in the Securities Register; provided, however, that,
in determining whether the holders of the requisite percentage of the Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor, the Preferred Guarantee Trustee or any of their
respective Affiliates.

      "Indemnified Person" means the Preferred Guarantee Trustee, any Affiliate
of the Preferred Guarantee Trustee, or any officers, directors, shareholders,
members, partners, employees, representatives, nominees, custodians or agents of
the Preferred Guarantee Trustee.

      "Indenture" means the Indenture, dated as of ____________ ___, 2002, among
the Debenture Issuer and Wilmington Trust Company, as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued to the
Property Trustee of the Trust.

      "Liquidation Amount" means the stated value of $25 per Preferred Security.

      "Liquidation Distribution" has the meaning provided therefor in the
definition of Guarantee Payments.

      "List of Holders" has the meaning set forth in Section 2.2 of this
Preferred Securities Guarantee.

      "Majority in Liquidation Amount of the Preferred Securities" means the
Holders of more than 50% of the Liquidation Amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions to the date upon which the voting percentages are
determined) of all of the Preferred Securities.

      "Officers' Certificate" means, with respect to any Person, a certificate
signed by two authorized officers of such Person, at least one of whom shall be
the principal executive officer, principal financial officer, principal
accounting officer, treasurer or any vice president of such Person. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Preferred Securities Guarantee shall include:

            (a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definition relating thereto;

            (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;


                                       3
<PAGE>
            (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

            (d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

      "Preferred Guarantee Trustee" has the meaning set forth in the Preamble
hereto, until a Successor Preferred Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this Preferred Securities
Guarantee and thereafter means each such Successor Preferred Guarantee Trustee.

      "Preferred Securities" means the _____% Cumulative Trust Preferred
Securities as referred to in the Recitals hereto, representing undivided
beneficial interests in the assets of the Trust which rank pari passu with
Common Securities issued by the Trust; provided, however, that upon the
occurrence of an Event of Default, the rights of holders of Common Securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights of holders of Preferred Securities.

      "Redemption Price" has the meaning provided therefor in the definition of
Guarantee Payments.

      "Responsible Officer" means, with respect to the Preferred Guarantee
Trustee, any officer within the Corporate Trust Office of the Preferred
Guarantee Trustee with direct responsibility for the administration of this
Preferred Securities Guarantee, including any vice-president, any assistant
vice-president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer or other officer of the Corporate Trust Office of the
Preferred Guarantee Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

      "Securities Register" and "Securities Registrar" have the meanings
assigned to such terms as in the Trust Agreement (as defined in the Indenture).

      "Successor Preferred Guarantee Trustee" means a successor Preferred
Guarantee Trustee possessing the qualifications to act as Preferred Guarantee
Trustee under Section 4.1.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in force at the date of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939, as amended, is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939, as so amended.


                                       4
<PAGE>
                                   ARTICLE II.
                               TRUST INDENTURE ACT

      SECTION 2.1. TRUST INDENTURE ACT; APPLICATION.

      (a) This Preferred Securities Guarantee is subject to the provisions of
the Trust Indenture Act that are required to be part of this Preferred
Securities Guarantee and shall, to the extent applicable, be governed by such
provisions.

      (b) If and to the extent that any provision of this Preferred Securities
Guarantee limits, qualifies or conflicts with the duties imposed by Section 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

      SECTION 2.2. THE LIST OF HOLDERS OF THE SECURITIES.

      (a) In the event the Preferred Guarantee Trustee is not also the
Securities Registrar, the Guarantor shall provide the Preferred Guarantee
Trustee with a list, in such form as the Preferred Guarantee Trustee may
reasonably require, of the names and addresses of the Holders of the Preferred
Securities (the "List of Holders") (i) within five (5) Business Days after March
15, June 15, September 15 and December 15 of each year, and (ii) at any other
time within thirty (30) days of receipt by the Guarantor of a written request
for a List of Holders as of a date no more than fifteen (15) days before such
List of Holders is given to the Preferred Guarantee Trustee; provided, that the
Guarantor shall not be obligated to provide such List of Holders at any time the
List of Holders does not differ from the most recent List of Holders given to
the Preferred Guarantee Trustee by the Guarantor. The Preferred Guarantee
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

      (b) The Preferred Guarantee Trustee shall comply with its obligations
under Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

      SECTION 2.3. REPORTS BY THE PREFERRED GUARANTEE TRUSTEE. On or before
October 15 of each year, commencing October 15, 2002, the Preferred Guarantee
Trustee shall provide to the Holders of the Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Preferred
Guarantee Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.

      SECTION 2.4. PERIODIC REPORTS TO THE PREFERRED GUARANTEE TRUSTEE. The
Guarantor shall provide to the Preferred Guarantee Trustee such documents,
reports and information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

      SECTION 2.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The
Guarantor shall provide to the Preferred Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Preferred
Securities Guarantee that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion


                                       5
<PAGE>
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

      SECTION 2.6. EVENTS OF DEFAULT; WAIVER. The Holders of a Majority in
Liquidation Amount of the Preferred Securities may, by vote, on behalf of the
Holders of all of the Preferred Securities, waive any past Event of Default and
its consequences. Upon such waiver, any such Event of Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Preferred Securities Guarantee, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

      SECTION 2.7. EVENT OF DEFAULT; NOTICE.

      (a) The Preferred Guarantee Trustee shall, within ninety (90) days after
the occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Preferred Securities, notices of all Events of
Default actually known to a Responsible Officer of the Preferred Guarantee
Trustee, unless such defaults have been cured before the giving of such notice;
provided, that, except in the case of a default by the Guarantor on any of its
payment obligations, the Preferred Guarantee Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Preferred
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders of the Preferred Securities.

      (b) The Preferred Guarantee Trustee shall not be deemed to have knowledge
of any Event of Default unless the Preferred Guarantee Trustee shall have
received written notice, or a Responsible Officer of the Preferred Guarantee
Trustee charged with the administration of the Trust Agreement shall have
obtained actual knowledge of such Event of Default.

      SECTION 2.8. CONFLICTING INTERESTS. The Trust Agreement shall be deemed to
be specifically described in this Preferred Securities Guarantee for the
purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.

                                  ARTICLE III.
                            POWERS, DUTIES AND RIGHTS
                       OF THE PREFERRED GUARANTEE TRUSTEE

      SECTION 3.1. POWERS AND DUTIES OF THE PREFERRED GUARANTEE TRUSTEE.

      (a) This Preferred Securities Guarantee shall be held by the Preferred
Guarantee Trustee for the benefit of the Holders of the Preferred Securities,
and the Preferred Guarantee Trustee shall not transfer this Preferred Securities
Guarantee to any Person except a Holder of Preferred Securities exercising his
or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee
Trustee on acceptance by such Successor Preferred Guarantee Trustee of its
appointment to act as Successor Preferred Guarantee Trustee. The right, title
and interest of the Preferred Guarantee Trustee shall automatically vest in any
Successor Preferred Guarantee Trustee, and such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Preferred Guarantee
Trustee.


                                       6
<PAGE>
      (b) If an Event of Default actually known to a Responsible Officer of the
Preferred Guarantee Trustee has occurred and is continuing, the Preferred
Guarantee Trustee shall enforce this Preferred Securities Guarantee for the
benefit of the Holders of the Preferred Securities.

      (c) The Preferred Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Preferred Securities Guarantee, and no implied covenants shall be read into
this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In
case an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6) and is actually known to a Responsible Officer of the
Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such
of the rights and powers vested in it by this Preferred Securities Guarantee,
and use the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

      (d) No provision of this Preferred Securities Guarantee shall be construed
to relieve the Preferred Guarantee Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

            (i) prior to the occurrence of any Event of Default and after the
      curing or waiving of all such Events of Default that may have occurred:

                  (A) the duties and obligations of the Preferred Guarantee
            Trustee shall be determined solely by the express provisions of this
            Preferred Securities Guarantee, and the Preferred Guarantee Trustee
            shall not be liable except for the performance of such duties and
            obligations as are specifically set forth in this Preferred
            Securities Guarantee, and no implied covenants or obligations shall
            be read into this Preferred Securities Guarantee against the
            Preferred Guarantee Trustee; and

                  (B) in the absence of bad faith on the part of the Preferred
            Guarantee Trustee, the Preferred Guarantee Trustee may conclusively
            rely, as to the truth of the statements and the correctness of the
            opinions expressed therein, upon any certificates or opinions
            furnished to the Preferred Guarantee Trustee and conforming to the
            requirements of this Preferred Securities Guarantee; but in the case
            of any such certificates or opinions that by any provision hereof
            are specifically required to be furnished to the Preferred Guarantee
            Trustee, the Preferred Guarantee Trustee shall be under a duty to
            examine the same to determine whether or not they conform to the
            requirements of this Preferred Securities Guarantee;

            (ii) the Preferred Guarantee Trustee shall not be liable for any
      error of judgment made in good faith by a Responsible Officer of the
      Preferred Guarantee Trustee, unless it shall be proved that the Preferred
      Guarantee Trustee was negligent in ascertaining the pertinent facts upon
      which such judgment was made;


                                       7
<PAGE>
            (iii) the Preferred Guarantee Trustee shall not be liable with
      respect to any action taken or omitted to be taken by it in good faith in
      accordance with the direction of the Holders of not less than a Majority
      in Liquidation Amount of the Preferred Securities relating to the time,
      method and place of conducting any proceeding for any remedy available to
      the Preferred Guarantee Trustee, or exercising any trust or power
      conferred upon the Preferred Guarantee Trustee under this Preferred
      Securities Guarantee; and

            (iv) no provision of this Preferred Securities Guarantee shall
      require the Preferred Guarantee Trustee to expend or risk its own funds or
      otherwise incur personal financial liability in the performance of any of
      its duties or in the exercise of any of its rights or powers, if the
      Preferred Guarantee Trustee shall have reasonable grounds for believing
      that the repayment of such funds or liability is not reasonably assured to
      it under the terms of this Preferred Securities Guarantee or indemnity,
      reasonably satisfactory to the Preferred Guarantee Trustee, against such
      risk or liability is not reasonably assured to it.

      SECTION 3.2. CERTAIN RIGHTS OF THE PREFERRED GUARANTEE TRUSTEE.

      (a) Subject to the provisions of Section 3.1:

            (i) the Preferred Guarantee Trustee may conclusively rely, and shall
      be fully protected in acting or refraining from acting upon, any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, direction, consent, order, bond, debenture, note, other evidence
      of indebtedness or other paper or document believed by it to be genuine
      and to have been signed, sent or presented by the proper party or parties;

            (ii) any direction or act of the Guarantor contemplated by this
      Preferred Securities Guarantee shall be sufficiently evidenced by an
      Officers' Certificate;

            (iii) whenever, in the administration of this Preferred Securities
      Guarantee, the Preferred Guarantee Trustee shall deem it desirable that a
      matter be proved or established before taking, suffering or omitting any
      action hereunder, the Preferred Guarantee Trustee (unless other evidence
      is herein specifically prescribed) may, in the absence of bad faith on its
      part, request and conclusively rely upon an Officers' Certificate which,
      upon receipt of such request, shall be promptly delivered by the
      Guarantor;

            (iv) the Preferred Guarantee Trustee shall have no duty to see to
      any recording, filing or registration of any instrument (or any
      re-recording, refiling or registration thereof);

            (v) the Preferred Guarantee Trustee may consult with counsel, and
      the written advice or opinion of such counsel with respect to legal
      matters shall be full and complete authorization and protection in respect
      of any action taken, suffered or omitted by it hereunder in good faith and
      in accordance with such advice or opinion. Such counsel may be counsel to
      the Guarantor or any of its Affiliates and may include any of its
      employees. The Preferred Guarantee Trustee shall have the right at any
      time to seek instructions


                                       8
<PAGE>
      concerning the administration of this Preferred Securities Guarantee from
      any court of competent jurisdiction;

            (vi) the Preferred Guarantee Trustee shall be under no obligation to
      exercise any of the rights or powers vested in it by this Preferred
      Securities Guarantee at the request or direction of any Holder, unless
      such Holder shall have provided to the Preferred Guarantee Trustee such
      security and indemnity, reasonably satisfactory to the Preferred Guarantee
      Trustee, against the costs, expenses (including reasonable attorneys' fees
      and expenses and the expenses of the Preferred Guarantee Trustee's agents,
      nominees or custodians) and liabilities that might be incurred by it in
      complying with such request or direction, including such reasonable
      advances as may be requested by the Preferred Guarantee Trustee; provided
      that, nothing contained in this Section 3.2(a)(vi) shall be taken to
      relieve the Preferred Guarantee Trustee, upon the occurrence and during
      the continuance of an Event of Default, of its obligation to exercise the
      rights and powers vested in it by this Preferred Securities Guarantee;

            (vii) the Preferred Guarantee Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document, but the Preferred Guarantee
      Trustee, in its discretion, may make such further inquiry or investigation
      into such facts or matters as it may see fit;

            (viii) the Preferred Guarantee Trustee may execute any of the trusts
      or powers hereunder or perform any duties hereunder either directly or by
      or through agents, nominees, custodians or attorneys, and the Preferred
      Guarantee Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder;

            (ix) no third party shall be required to inquire as to the authority
      of the Preferred Guarantee Trustee to so act or as to its compliance with
      any of the terms and provisions of this Preferred Securities Guarantee,
      both of which shall be conclusively evidenced by the Preferred Guarantee
      Trustee's or its agent's taking such action;

            (x) whenever in the administration of this Preferred Securities
      Guarantee the Preferred Guarantee Trustee shall deem it desirable to
      receive instructions with respect to enforcing any remedy or right or
      taking any other action hereunder, the Preferred Guarantee Trustee (A) may
      request instructions from the Holders of a Majority in Liquidation Amount
      of the Preferred Securities, (B) may refrain from enforcing such remedy or
      right or taking such other action until such instructions are received,
      and (C) shall be protected in conclusively relying on or acting in
      accordance with such instructions.

      (b) No provision of this Preferred Securities Guarantee shall be deemed to
impose any duty or obligation on the Preferred Guarantee Trustee to perform any
act or acts or exercise any right, power, duty or obligation conferred or
imposed on it in any jurisdiction in which it shall be illegal, or in which the
Preferred Guarantee Trustee shall be unqualified or incompetent


                                       9
<PAGE>
in accordance with applicable law, to perform any such act or acts or to
exercise any such right, power, duty or obligation. No permissive power or
authority available to the Preferred Guarantee Trustee shall be construed to be
a duty.

      SECTION 3.3. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE. The
Recitals contained in this Guarantee shall be taken as the statements of the
Guarantor, and the Preferred Guarantee Trustee does not assume any
responsibility for their correctness. The Preferred Guarantee Trustee makes no
representation as to the validity or sufficiency of this Preferred Securities
Guarantee.

                                   ARTICLE IV.
                         THE PREFERRED GUARANTEE TRUSTEE

      SECTION 4.1. THE PREFERRED GUARANTEE TRUSTEE; ELIGIBILITY.

      (a) There shall at all times be a Preferred Guarantee Trustee which shall:

            (i) not be an Affiliate of the Guarantor; and

            (ii) be a corporation organized and doing business under the laws of
      the United States or any state or territory thereof or of the District of
      Columbia, or a corporation or Person permitted by the Securities and
      Exchange Commission to act as an institutional trustee under the Trust
      Indenture Act, authorized under such laws to exercise corporate trust
      powers, having a combined capital and surplus of at least $50,000,000, and
      subject to supervision or examination by federal, state, territorial or
      District of Columbia authority. If such corporation publishes reports of
      condition at least annually, pursuant to law or to the requirements of the
      supervising or examining authority referred to above, then, for the
      purposes of this Section 4.1(a)(ii), the combined capital and surplus of
      such corporation shall be deemed to be its combined capital and surplus as
      set forth in its most recent report of condition so published.

      (b) If at any time the Preferred Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2(c).

      (c) If the Preferred Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Preferred Guarantee Trustee and the Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

      SECTION 4.2. APPOINTMENT, REMOVAL AND RESIGNATION OF THE PREFERRED
GUARANTEE TRUSTEE.

      (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor.


                                       10
<PAGE>
      (b) The Preferred Guarantee Trustee shall not be removed in accordance
with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been
appointed and has accepted such appointment by written instrument executed by
such Successor Preferred Guarantee Trustee and delivered to the Guarantor.

      (c) The Preferred Guarantee Trustee appointed to office shall hold office
until a Successor Preferred Guarantee Trustee shall have been appointed or until
its removal or resignation. The Preferred Guarantee Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in
writing executed by the Preferred Guarantee Trustee and delivered to the
Guarantor, which resignation shall not take effect until a Successor Preferred
Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Preferred Guarantee Trustee and
delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

      (d) If no Successor Preferred Guarantee Trustee shall have been appointed
and accepted appointment as provided in this Section 4.2 within sixty (60) days
after delivery to the Guarantor of an instrument of resignation, the resigning
Preferred Guarantee Trustee may petition any court of competent jurisdiction for
appointment of a Successor Preferred Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Preferred Guarantee Trustee.

      (e) No Preferred Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor Preferred Guarantee Trustee.

      (f) Upon termination of this Preferred Securities Guarantee or removal or
resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the
Guarantor shall pay to the Preferred Guarantee Trustee all fees and expenses
accrued to the date of such termination, removal or resignation.

                                   ARTICLE V.
                                    GUARANTEE

      SECTION 5.1. GUARANTEE. The Guarantor irrevocably and unconditionally
agrees to pay in full to the Holders the Guarantee Payments (without duplication
of amounts theretofore paid by the Trust), as and when due, regardless of any
defense, right of set-off or counterclaim that the Trust may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Trust to pay such amounts to the Holders.

      SECTION 5.2. WAIVER OF NOTICE AND DEMAND. The Guarantor hereby waives
notice of acceptance of this Preferred Securities Guarantee and of any liability
to which it applies or may apply, presentment, demand for payment, any right to
require a proceeding first against the Trust or any other Person before
proceeding against the Guarantor, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.


                                       11
<PAGE>
      SECTION 5.3. OBLIGATIONS NOT AFFECTED. The obligations, covenants,
agreements and duties of the Guarantor under this Preferred Securities Guarantee
shall in no way be affected or impaired by reason of the happening from time to
time of any of the following:

      (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Trust of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Trust;

      (b) the extension of time for the payment by the Trust of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Preferred Securities or the extension
of time for the performance of any other obligation under, arising out of, or in
connection with, the Preferred Securities (other than an extension of time for
payment of Distributions, Redemption Price, Liquidation Distribution or other
sum payable that results from the extension of any interest payment period on
the Debentures permitted by the Indenture);

      (c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Trust granting indulgence or extension of any
kind;

      (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust;

      (e) any invalidity of, or defect or deficiency in, the Preferred
Securities;

      (f) any failure or omission to receive any regulatory approval or consent
required in connection with the Preferred Securities (or the common equity
securities issued by the Trust);

      (g) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

      (h) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

      There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

      SECTION 5.4. RIGHTS OF THE HOLDERS.

      (a) The Holders of a Majority in Liquidation Amount of the Preferred
Securities have the right to direct the time, method and place of conducting of
any proceeding for any remedy available to the Preferred Guarantee Trustee in
respect of this Preferred Securities Guarantee or


                                       12
<PAGE>
exercising any trust or power conferred upon the Preferred Guarantee Trustee
under this Preferred Securities Guarantee.

      (b) Any Holder of Preferred Securities may institute and prosecute a legal
proceeding directly against the Guarantor to enforce its rights under this
Preferred Securities Guarantee, without first instituting a legal proceeding
against the Trust, the Preferred Guarantee Trustee or any other Person.

      SECTION 5.5. GUARANTEE OF PAYMENT. This Preferred Securities Guarantee
creates a guarantee of payment and not of collection.

      SECTION 5.6. SUBROGATION. The Guarantor shall be subrogated to all (if
any) rights of the Holders of the Preferred Securities against the Trust in
respect of any amounts paid to such Holders by the Guarantor under this
Preferred Securities Guarantee; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Preferred Securities Guarantee, if, at the time of any such payment,
any amounts are due and unpaid under this Preferred Securities Guarantee. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

      SECTION 5.7. INDEPENDENT OBLIGATIONS. The Guarantor acknowledges that its
obligations hereunder are independent of the obligations of the Trust with
respect to the Preferred Securities, and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Preferred Securities Guarantee notwithstanding the occurrence of
any event referred to in subsections (a) through (h), inclusive, of Section 5.3
hereof.


                                       13
<PAGE>
                                   ARTICLE VI.
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

      SECTION 6.1. LIMITATION ON TRANSACTIONS. So long as any of the Preferred
Securities remain outstanding, if any of the circumstances described in Section
5.6 of the Indenture shall have occurred, then (a) neither the Guarantor nor any
of its Subsidiaries (as defined in the Indenture) shall declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
(other than (i) dividends or distributions in common stock of the Guarantor or
any declaration of a non-cash dividend in connection with the implementation of
a shareholder rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto,
(ii) purchases of common stock of the Guarantor related to the rights under any
of the Guarantor's benefit plans for its directors, officers or employees, (iii)
as a result of a reclassification of its capital stock, (iv) dividends or
distributions made by a Subsidiary to the Company, or (v) dividends or
distributions made by a Subsidiary to a Subsidiary), and (b) neither the
Guarantor nor any Subsidiary shall make any payment of principal or interest on
or repay, repurchase or redeem any debt securities issued by the Guarantor or
any Subsidiary which rank pari passu with or junior to the Debentures or make
any guarantee payments with respect to any guarantee by the Guarantor of any
debt securities if such guarantee ranks pari passu or junior in interest to the
Debentures, other than payments under this Preferred Securities Guarantee.

      SECTION 6.2. RANKING. This Preferred Securities Guarantee will constitute
an unsecured obligation of the Guarantor and will rank (a) subordinate and
junior in right of payment to all Senior Debt, Subordinated Debt and Additional
Senior Obligations (as defined in the Indenture) of the Guarantor, (b) pari
passu with any guarantee now or hereafter entered into by the Guarantor in
respect of any preferred securities or preference stock of any Affiliate of the
Guarantor and (c) senior to the most senior preferred securities or preference
stock now or hereafter issued by the Guarantor and senior to the Guarantor's
common stock.

                                  ARTICLE VII.
                                   TERMINATION

      SECTION 7.1. TERMINATION. This Preferred Securities Guarantee shall
terminate upon (a) full payment of the Redemption Price of all the Preferred
Securities, (b) full payment of the amounts payable in accordance with the Trust
Agreement upon liquidation of the Trust, or (c) distribution of the Debentures
to the Holders of the Preferred Securities. Notwithstanding the foregoing, this
Preferred Securities Guarantee shall continue to be effective or shall be
reinstated, as the case may be, if at any time any Holder of Preferred
Securities must restore payment of any sums paid under the Preferred Securities
or under this Preferred Securities Guarantee.


                                       14
<PAGE>
                                  ARTICLE VIII.
                                 INDEMNIFICATION

      SECTION 8.1. EXCULPATION.

      (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Preferred Securities
Guarantee and in a manner that such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this
Preferred Securities Guarantee or by law, except that an Indemnified Person
shall be liable for any such loss, damage or claim incurred by reason of such
Indemnified Person's negligence or willful misconduct with respect to such acts
or omissions.

      (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to the Holders of the Preferred Securities might properly be
paid.

      SECTION 8.2. INDEMNIFICATION. The Guarantor agrees to indemnify each
Indemnified Person for, and to hold each Indemnified Person harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of this
Preferred Securities Guarantee.

                                   ARTICLE IX.
                                  MISCELLANEOUS

      SECTION 9.1. SUCCESSORS AND ASSIGNS. All guarantees and agreements
contained in this Preferred Securities Guarantee shall bind the successors,
assigns, receivers, trustees and representatives of the Guarantor and shall
inure to the benefit of the Holders of the Preferred Securities then
outstanding.

      SECTION 9.2. AMENDMENTS. Except with respect to any changes that do not
adversely affect the rights of the Holders (in which case no consent of the
Holders will be required), this Preferred Securities Guarantee may only be
amended with the prior approval of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities. The provisions of Article VI of
the Trust Agreement with respect to meetings of the Holders of the Preferred
Securities apply to the giving of such approval.


                                       15
<PAGE>
      SECTION 9.3. NOTICES. All notices provided for in this Preferred
Securities Guarantee shall be in writing, duly signed by the party giving such
notice, and shall be delivered, telecopied or mailed by registered or certified
mail, as follows:

      (a) If given to the Preferred Guarantee Trustee, at the Preferred
Guarantee Trustee's mailing address set forth below (or such other address as
the Preferred Guarantee Trustee may give notice of to the Holders of the
Preferred Securities):

                        Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, Delaware 19890-0001
                        Attention: Corporate Trust Administration

      (b) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders of the Preferred Securities):

                        Stifel Financial Corp.
                        501 North Broadway
                        St. Louis, Missouri 63102
                        Attention: Chief Financial Officer

      (c) If given to any Holder of Preferred Securities, at the address set
forth on the books and records of the Trust.

      All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

      SECTION 9.4. BENEFIT. This Preferred Securities Guarantee is solely for
the benefit of the Holders of the Preferred Securities and, subject to Section
3.1(a), is not separately transferable from the Preferred Securities.

      SECTION 9.5. GOVERNING LAW. THIS PREFERRED SECURITIES GUARANTEE SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF MISSOURI (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).

                                    * * * * *


                                       16
<PAGE>
      This Preferred Securities Guarantee is executed as of the day and year
first above written.

                                        STIFEL FINANCIAL CORP.,
                                        as Guarantor

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        WILMINGTON TRUST COMPANY,
                                        as Preferred Guarantee Trustee

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________


                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>8
<FILENAME>c68329ex12-1.txt
<DESCRIPTION>EX-12.1 COMPUTATION OF RATIOS TO FIXED CHARGES
<TEXT>
<PAGE>
                                                                    EXHIBIT 12.1

                             STIFEL FINANCIAL CORP.
                       Ratio of Earnings to Fixed Charges

<TABLE>
<CAPTION>
                                                              FOR THE YEARS ENDED DECEMBER 31,
                                                ----------------------------------------------------------------
                                                 2001            2000          1999          1998          1997
                                                -------        -------        -------       -------      -------
<S>                                             <C>            <C>            <C>           <C>          <C>
Earnings:
    Income before income taxes...............   $ 3,387        $14,689        $10,973       $ 8,589      $ 9,421
    Add back:
      Interest expense.......................    11,722         20,594         10,097         9,798       12,991
      Rent expense (1).......................     2,739          2,226          1,730         1,405          994
                                                -------        -------        -------       -------      -------
        Earnings.............................    17,848         37,509         22,800        19,792       23,406
                                                =======        =======        =======       =======      =======
Fixed charges:
    Interest expense.........................    11,722         20,594         10,097         9,798       12,991
    Rent expense.............................     2,739          2,226          1,730         1,405          994
                                                -------        -------        -------       -------      -------
        Fixed charges........................   $14,461        $22,820        $11,827       $11,203      $13,908
                                                =======        =======        =======       =======      =======
Ratio of earnings to fixed charges...........     1.28x          1.64x          1.93x         1.77x        1.67x
                                                =======        =======        =======       =======      =======
</TABLE>


(1)  Represents one-third of rent expense, which Stifel Financial Corp. believes
     is a reasonable approximation of the interest factor of such rent expense.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>9
<FILENAME>c68329ex23-1.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>





                                                                    EXHIBIT 23.1






                        INDEPENDENT AUDITORS' CONSENT





We consent to the incorporation by reference in this Registration Statement of
Stifel Financial Corp. and Stifel Financial Capital Trust I on Form S-3 of our
reports dated March 1, 2002, appearing in the Annual Report on Form 10-K of
Stifel Financial Corp. for the year ended December 31, 2001 and to the
references to us under the headings "Selected Consolidated Financial Data" and
"Experts" in the Registration Statement.



/s/ Deloitte & Touche LLP



St. Louis, Missouri
March 25, 2002


















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