Ex-10.1 Amendment to Agreement and Plan of Merger







Exhibit 10.1




AMENDMENT No. 1 TO MERGER AGREEMENT



THIS AMENDMENT No. 1 TO MERGER AGREEMENT, dated as of the 14th day of August, 2008 (this
“Amendment”), is by and among Stifel Financial Corp., a Delaware corporation
(“Parent”), and BankAtlantic Bancorp, Inc., a Florida corporation (“Bancorp”).




RECITALS



A. Parent, Bancorp, SF RB Merger Sub, Inc., a New Jersey corporation formed by Parent
(“Merger Sub”), and Ryan Beck Holdings, Inc., a New Jersey corporation (the
“Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
dated January 8, 2007. All capitalized terms used herein without definition shall have the meanings
specified in the Merger Agreement.



B. The parties to the Merger Agreement consummated the Merger on February 28, 2007, which
was the Closing Date under the Merger Agreement.



C. Pursuant to Section 11.3 of the Merger Agreement, Parent and Bancorp reserved the right
to further amend, modify or supplement the Merger Agreement.



D. Parent and Bancorp anticipate that Bancorp’s pro-rata portion of the Private Client
Contingent Payment Amount in respect of the two-year period following the Closing Date will exceed
$10,000,000.00.



E. Parent and Bancorp desire to amend the Merger Agreement to provide that Parent shall
pre-pay to Bancorp a portion of Bancorp’s pro-rata share of the Private Client Contingent Payment
promptly following the execution and delivery of this Amendment, in exchange for a permanent
reduction of Bancorp’s pro-rata share of the Private Client Contingent Payment that is otherwise
anticipated to become due and payable to Bancorp after the end of the PCCP Period, with such
pre-payment representing a discount from the amount of such permanent reduction.



NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, conditions,
and agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound, Parent and Bancorp
agree as follows:



1. Reduction of Private Client Contingent Payment Amount; Consideration for Reduction.
Notwithstanding the provisions of Section 2.3(d) of the Merger Agreement, Parent and Bancorp agree
that Bancorp’s pro-rata share of the Private Client Contingent Payment Amount that shall be
calculated and become payable by Parent to Bancorp following the PCCP Period pursuant to Section
2.3(d) of the Merger Agreement shall be reduced by $10,000,000.00 in consideration of Parent’s
agreement to pre-pay $9,585,210 of such Bancorp pro-rata share of the Private Client Contingent
Payment Amount. In the event that Bancorp’s pro-rata portion of the Private Client Contingent
Payment Amount


 









 






as finally calculated in accordance with Section 2.3(d) of the Merger Agreement is
less than $10,000,000, Bancorp agrees to reimburse the shortfall (i.e., an amount equal to
$10,000,000 less Bancorp’s pro-rata share of the actual Private Client Contingent Payment Amount)
to Parent promptly following such final calculation.



2. Election to use shares of Parent Common Stock. The parties acknowledge that Parent is
electing to make such prepayment using shares of Parent Common Stock at an agreed upon per share
consideration of $41.05, which yields an aggregate of 233,500 shares of Parent Common Stock. The
shares of Parent Common Stock shall be issued to Bancorp promptly following the execution and
delivery of this Amendment.



3. Conflict. The parties acknowledge that the terms of this Amendment are intended to
amend the terms of the Merger Agreement. Accordingly, in the event of a conflict between the terms
of this Amendment and the Merger Agreement, the terms contained in this Amendment shall control for
all purposes.



4. Severability. If any term or other provision of this Amendment is held to be invalid,
illegal or incapable of being enforced by any law or public policy, all other terms and provisions
of this Amendment shall nevertheless remain in full force and effect. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced, the parties shall
negotiate in good faith to modify this Amendment so as to given affect the original intent of the
parties as closely as possible.



5. Governing Law. This Amendment shall in all respects be construed in accordance with and
governed by the substantive laws of the State of New Jersey, without reference to its choice of law
rules.



6. Counterparts. This Amendment may be executed and delivered (including by e
transmission) in counterparts, each of which shall be deemed to be an original, and all taken
together shall constitute one and the same agreement.




 









 







IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the
date first above written.




	 	 	 	 	 	 	 
	 	 	STIFEL FINANCIAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:


Name:
	 	/s/ Ronald J. Kruszewski
 

Ronald J. Kruszewski
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BANKATLANTIC BANCORP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Valerie C. Toalson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Valerie C. Toalson	 	 
	 

	 	Title:
	 	Chief Financial Officer