EX-10.2 Voting Agreement



 





Exhibit 10.2




VOTING AGREEMENT




     THIS VOTING AGREEMENT (this “Agreement”), dated as of January 8, 2007, by and among
BankAtlantic Bancorp, a Florida corporation (“Bancorp”), Stifel Financial Corp., a Delaware
corporation (“Parent”), and the individual stockholders of the Parent listed on
Schedule I attached hereto (each a “Stockholder,” and collectively, the
“Stockholders”).



Recitals:




     WHEREAS, contemporaneously with the execution of this Agreement, Bancorp, Ryan Beck Holdings,
Inc., a New Jersey corporation (the “Company”), Parent and SF RB Merger Sub, Inc., a New
Jersey corporation wholly owned by Parent (“Merger Sub”), have entered into an Agreement
and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which
Merger Sub will be merged with and into the Company with Merger Sub surviving such merger (the
“Merger”); and



     WHEREAS, the Stockholders are the beneficial owners (as defined in Rule l3d-3 under the
Securities Exchange Act of 1934, as amended) of a number of outstanding shares of common stock, par
value $.15 per share (the “Parent Common Stock”), of Parent as indicated on Schedule
I attached hereto, which shares constitute an aggregate of 25.12% of the issued and outstanding
shares of Parent Common Stock; and



     WHEREAS, the Stockholders will derive significant value from the consummation of the Merger
and the transactions contemplated by the Merger Agreement; and



     WHEREAS, in consideration of the agreement of each of the parties to enter into the Merger
Agreement and for other good and valuable consideration, receipt of which is hereby acknowledged,
each Stockholder has agreed to vote all of the shares of Parent Common Stock beneficially owned by
such Stockholder in (a) favor the Merger and (b) to approve the Merger Agreement and the
transactions contemplated thereunder including, without limitation, the issuance of the Initial
Share Consideration, the Warrant and the shares of Parent Common Stock issuable upon exercise
thereof and shares of Parent Common Stock that may become issuable (and paid in the discretion of
the Company) as Earn-Out Consideration and such other matters regarding the Merger so as to
facilitate the consummation thereof; and



     WHEREAS, capitalized terms used herein shall, unless this Agreement or the context requires
otherwise, have the same meanings in this Agreement as in the Merger Agreement;



     NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations,
warranties, covenants and agreements contained herein, the parties hereto, intending to be legally
bound, hereby agree as follows:



     1. Voting Provisions.



 









 





          (a) Agreement to Vote Shares of Parent Common Stock. Each Stockholder executing this
Agreement hereby agrees that during the Term (as defined in Section 4 below) of this Agreement to
vote or cause to be voted all shares of Parent Common Stock identified on Schedule I as
owned of record and/or beneficially (as defined in Rule 13d-3 of the Exchange Act of 1934, as
amended) by such Stockholder (with respect to each such Stockholder, such Stockholder’s
“Shares”) (a) in favor the Merger and (b) to approve the Merger Agreement (to be executed
and delivered concurrently herewith in substantially the form attached hereto) and the transactions
contemplated thereunder including, without limitation, the issuance of the Initial Share
Consideration, the Warrant and the shares of Parent Common Stock issuable upon exercise thereof and
shares of Parent Common Stock that may become issuable (and paid in the discretion of the Company)
as Earn-Out Consideration and such other matters regarding the Merger so as to facilitate the
consummation thereof, at every meeting of stockholders of Parent at which such matter is considered
(and at every adjournment thereof) and in connection with any written consent of the stockholders
of Parent with respect thereto. Additionally, each such Stockholder agrees that it shall vote the
Shares owned by such Stockholder against any action, transaction or agreement that would result in
a breach in any respect of any covenant, representation or warranty or any other obligation or
agreement of the Parent or Merger Sub under the Merger Agreement or this Agreement.



          (b) On or after the date of this Agreement and during the Term hereof, each Stockholder agrees
not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such
Shareholder’s Shares, unless the transferee agrees in writing, reasonably acceptable to Bancorp, to
be bound by the terms of this Agreement.



          (c) Each Stockholder hereby agrees that such Stockholder shall not enter into any agreement or
understanding with any other Person the effect of which would be to violate the provisions and
agreements contained in this Section 1.



     2. Other Proxies Revoked. Each Stockholder represents and warrants that any proxies
heretofore given in respect of such Stockholder’s Shares are not irrevocable, and that all such
proxies have been or are hereby revoked.



     3. Term of Agreement. The term of this Agreement shall commence on the date of
Parent’s execution and delivery of the Merger Agreement and shall remain in full force and effect
until the earlier of (i) the day following the date on which a Parent Shareholder Meeting is held
and at which meeting the stockholders of Parent consider approval of the matters set forth in
Section 1(a) above (or any adjournment or postponement thereof), and (ii) the effective date of any
termination of the Merger Agreement in accordance with Article 10 thereof (the “Term”), but
in no event later than July 1, 2007.



     4. Representations and Warranties of each Stockholder. Each Stockholder hereby
severally, and not jointly, represents and warrants to the Bancorp (as to such Stockholder) as
follows:



          (a) Authority, etc. Such Stockholder has all necessary power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby by such
Stockholder have been duly authorized by all necessary action on



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the part of such Stockholder and, assuming the due authorization, execution and delivery by
Bancorp, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms.



          (b) Ownership of Shares. Such Stockholder is the beneficial owner of the Shares
listed beside such Stockholder’s name on Schedule I attached hereto. Such Stockholder has
sole voting power and sole power to issue instructions with respect to the matters set forth in
Section 1 hereof, sole power of disposition, sole power of conversion, sole power to agree
to all of the matters set forth in this Agreement, in each case with respect to all of the Shares,
with no limitations, qualifications or restrictions on such rights, subject only to applicable
securities laws and the terms of this Agreement.



          (c) No Conflicts. No filing with, and no permit, authorization, consent or approval
of, any Governmental Authority is necessary for the execution of this Agreement by such Stockholder
and the consummation by such Stockholder of the transactions contemplated hereby. None of the
execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder
of the transactions contemplated hereby or compliance by such Stockholder with any of the
provisions hereof shall (A) conflict with or result in any breach of any applicable documents to
which such Stockholder is a party, or (B) violate any order, writ, injunction, decree, judgment,
order, statute, rule or regulation applicable to such Stockholder.



          (d) No Encumbrances. The Shares listed beside such Stockholder’s name on Schedule
I hereto and the certificates representing such Shares are now, and at all times during the
term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or
agreements, understandings or arrangements or any other encumbrances whatsoever, except for any
such encumbrances or proxies arising hereunder.



          (e) Reliance by Bancorp. Such Stockholder understands and acknowledges that Bancorp
and the Company have entered into the Merger Agreement in reliance upon such Stockholder’s
execution and delivery of this Agreement.



     5. Covenants of Each Stockholder. Each Stockholder covenants and agrees that, during
the Term, such Stockholder shall not (i) directly or indirectly, transfer, sell, offer, exchange,
pledge or otherwise dispose of or encumber any of such Shareholder’s Shares, unless the transferee
agrees in writing, reasonably acceptable to Bancorp, to be bound by the terms of this Agreement;
(ii) grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or
enter into a voting agreement with respect to any of the Shares; or (iii) take any action that
would make any representation or warranty of such Stockholder contained herein untrue or incorrect
or have the effect of preventing, disabling or delaying such Stockholder from performing such
Stockholder’s obligations under this Agreement.



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     6. Miscellaneous.



          (a) Further Assurances. From time to time, at any other Party’s written request and
without further consideration, each Party hereto shall execute and deliver such additional
documents and take all such further lawful action as may be necessary or desirable to consummate
and make effective, in the most expeditious manner practicable, the transactions contemplated by
this Agreement.



          (b) Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all other prior agreements and
understanding, both written and oral, between the parties with respect to the subject matter
hereof.



          (c) Assignment. This Agreement shall not be assigned by operation of law or otherwise
without the prior written consent of the other party, provided that Bancorp may assign and
transfer, at its sole discretion, its rights and obligations hereunder to any of its Affiliates.



          (d) Amendments, Waivers, Etc. This Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of
a written agreement executed by all of the relevant parties hereto, provided that Schedule
I attached hereto may be supplemented by Parent by adding the name and other relevant
information concerning any stockholder of Parent who agrees to be bound by the terms of this
Agreement without the agreement of any other party hereto, and thereafter such added stockholder
shall be treated as a “Stockholder” for all purposes of this Agreement.



          (e) Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if
so given) by hand delivery, telegram, telex or telecopy, or by mail (registered or certified mail,
postage prepaid, return receipt requested) or by any courier service, such as Federal Express,
providing proof of delivery. All communications hereunder shall be delivered to the respective
parties at the following addresses:


If to the Stockholders:




At the address set forth beside each Stockholder’s
name listed on Schedule I attached hereto


If to Parent:



Stifel Financial Corp.

501 N. Broadway

St. Louis, Missouri 63102

Attention: Ronald J. Kruszewski, Chairman, President and CEO

Fax: (314) 342-2115



With a copy to:




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Bryan Cave LLP

211 North Broadway, Suite 3600

St. Louis, Missouri 63102

Attention: Robert J. Endicott, Esq.

Facsimile: (314) 259-2020



If to Bancorp:



BankAtlantic Bancorp

2100 Cypress Creek Road

Fort Lauderdale, Florida 33309

Telephone: (954) 940-5020

Fax: (954) 940-5050

Attn: Alan B. Levan, Chairman



With a copy to:



Stearns Weaver Miller Weisler Alhadeff & Sitterson, P.A.

150 W. Flagler Street, Suite 2200

Miami, Florida 33130

Attention: Alison Miller, Esq.

                 Jeffrey M. Oshinsky, Esq.

Facsimile: (305) 789-3395



or to such other address as the Person to whom notice is given may have previously furnished to the
others in writing in the manner set forth above.




          (f) Severability. Whenever possible, each provision or portion of any provision of
this Agreement will be interpreted in such manner as to be effective and valid under applicable law
but if any provision or portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.



          (g) Specific Performance. Each of the parties hereto recognizes and acknowledges that
a breach by it of any covenants or agreements contained in this Agreement will cause the other
party to sustain damages for which it would not have an adequate remedy at law for money damages,
and therefore each of the parties hereto agrees that in the event of any such breach the aggrieved
party shall be entitled to the remedy of specific performance of such covenants and agreements and
injunctive and other equitable relief in addition to any other remedy to which it may be entitled,
at law or in equity.



          (h) Remedies Cumulative. All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity shall be cumulative



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and not alternative, and the exercise of any thereof by any party shall not preclude the
simultaneous or later exercise of any other such right, power or remedy by such party.



          (i) No Waiver. The failure of any party hereto to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or in equity, or to
insist upon compliance by any other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to demand such
compliance.



          (j) No Third Party Beneficiaries. This Agreement is not intended to be for the
benefit of, and shall not be enforceable by, any Person who or which is not a party hereto.



          (k) Governing Law. This Agreement, and the legal relations between the parties
hereto, shall be governed and construed in accordance with the laws of the State of Delaware.



          (l) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER DOCUMENTS
ENTERED INTO IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OF ANY PARTY.



          (m) Descriptive Headings. The descriptive headings used herein are inserted for
convenience of reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.



          (n) Counterparts. This Agreement may be executed in two or more counterparts, and by
the different parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.



     7. Termination. This Agreement shall terminate, and neither the Parent, Bancorp, nor
any Stockholder shall have any rights or obligations hereunder and this Agreement shall become null
and void and have no effect upon the termination of the Merger Agreement in accordance with its
terms, except nothing in this Section 7 shall relieve any party of liability for breach of this
Agreement.



* * * * *




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     IN WITNESS WHEREOF, each of Parent, Bancorp and the Stockholders identified on Schedule
I hereto has caused this Voting Agreement to be duly executed as of the day and year first
above written.



	 	 	 	 	 
	 	STIFEL FINANCIAL CORP.

 	 
	 	By:  	/s/ Ronald J. Kruszewski
 	 
	 	Name:  	Ronald J. Kruszewski 	 	 
	 	Title:  	President and Chief Executive Officer 	 	 
	 
	 	

BANKATLANTIC BANCORP, INC.

 	 
	 	By:  	/s/ Alan B. Levan
 	 
	 	Name:  	Alan B. Levan 	 	 
	 	Title:  	Chairman of the Board of Directors 	 	 
	 



Stockholder Signatures appear on the following pages




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	 	THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Robert L. Walker
 	 
	 	Name:  	Robert L. Walker 	 	 
	 	Title:  	Sr. Vice President and Chief Financial Officer 	 	 
	 
	 	 	 
	 	By:  	/s/ Donald J. Wuebbling
 	 
	 	Name:  	Donald J. Wuebbling 	 	 
	 	Title:  	Sr. Vice President 	 	 



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	 	/s/ Robert J. Baer
 	 
	 	Robert J. Baer 	 
	 	 	 
	 	/s/ Bruce Beda
 	 
	 	Bruce Beda 	 
	 	 	 
	 	/s/ Charles A. Dill
 	 
	 	Charles A. Dill 	 
	 	 	 
	 	/s/ John P. Dubinsky
 	 
	 	John P. Dubinsky 	 
	 	 	 
	 	/s/ Richard F. Ford
 	 
	 	Richard F. Ford 	 
	 	 	 
	 	/s/ Fred Hanser
 	 
	 	Fred Hanser 	 
	 	 	 
	 	/s/ Richard Himelfarb
 	 
	 	Richard Himelfarb 	 
	 	 	 
	 	/s/ Ronald Kruszewski
 	 
	 	Ronald Kruszewski 	 
	 	 	 
	 	/s/ Robert E. Lefton
 	 
	 	Robert E. Lefton 	 
	 	 	 
	 	/s/ Scott McCuaig
 	 
	 	Scott McCuaig 	 
	 	 	 
	 	/s/ Thomas Mulroy
 	 
	 	Thomas Mulroy 	 
	 	 	 
	 	/s/ James Oates
 	 
	 	James Oates 	 
	 	 	 
	 	/s/ Joseph Sullivan
 	 
	 	Joseph Sullivan 	 
	 	 	 
	 	/s/ James Zemlyak
 	 
	 	James Zemlyak 	 
	 	 	 



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	 	George H. Walker III Revocable Trust dated 3/8/2000

 	 
	 	
/s/ George H. Walker, III
 	 
	 	By: George H. Walker, III, trustee 	 
	 	 	 
	 	George H. Walker III SEP IRA, Stifel, Nicolaus and Company, custodian

 	 
	 	/s/ George H. Walker, III
 	 
	 	George H. Walker, III 	 
	 	 	 
	 	            /s/ David Sliney
 	 
	 	David Sliney 	 
	 	 	 
	 




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SCHEDULE I




	 	 	 	 	 	 	 
	 	 	Number of Shares of Parent	 	 
	Name of Stockholder	 	Common Stock Owned	 	Notice Address
	The Western and
Southern Life
Insurance Company

	 	 	1,359,749	 	 	400 Broadway

Cincinnati, OH 45202

Attn: Don Wuebbling
	 
	 	 	 	 	 	 
	Robert J. Baer

	 	 	4,800	 	 	UniGroup, Inc.

One United Drive

Fenton, MO 63026
	 
	 	 	 	 	 	 
	Bruce Beda

	 	 	16,295	 	 	Kilbourn Capital Management
LLC

The John Hancock Center

875 North Michigan Ave.,

31st Floor

Chicago, IL 60611
	 
	 	 	 	 	 	 
	Charles A. Dill

	 	 	17,037	 	 	Gateway Associates

8000 Maryland Avenue, Suite
1190

St. Louis, MO 63105
	 
	 	 	 	 	 	 
	John P. Dubinsky

	 	 	5,066	 	 	Westmoreland Associates, LLC

7777 Bonhomme, Suite 1210

Clayton, MO 63105
	 
	 	 	 	 	 	 
	Richard F. Ford

	 	 	8,104	 	 	800 S. Hanley Road, #1D

St. Louis, MO 63105
	 
	 	 	 	 	 	 
	Fred Hanser

	 	 	1,333	 	 	St. Louis Baseball Cardinals

250 Stadium Plaza

St. Louis, MO 63102-1722
	 
	 	 	 	 	 	 
	Richard Himelfarb

	 	 	90,535	 	 	Stifel, Nicolaus & Company,

Incorporated

100 Light Street

Baltimore, MD 21202
	 
	 	 	 	 	 	 
	Ronald Kruszewski

	 	 	296,254	 	 	Stifel, Nicolaus & Company,
Incorporated

One Financial Plaza

501 North Broadway

St. Louis, MO 63102






 









 






	 	 	 	 	 	 	 
	 	 	Number of Shares of Parent	 	 
	Name of Stockholder	 	Common Stock Owned	 	Notice Address
	Robert E. Lefton

	 	 	16,310	 	 	Psychological Associates,
Inc.

8112 Maryland, Suite 300

St. Louis, MO 63105
	 
	 	 	 	 	 	 
	Scott McCuaig

	 	 	144,594	 	 	Stifel, Nicolaus & Company,
Incorporated

One Financial Plaza

501 North Broadway

St. Louis, MO 63102
	 
	 	 	 	 	 	 
	Thomas Mulroy

	 	 	90,000	 	 	Stifel, Nicolaus & Company,

Incorporated

100 Light Street

Baltimore, MD 21202
	 
	 	 	 	 	 	 
	James Oates

	 	 	66,198	 	 	Northeast Investment
Management, Inc.

150 Federal Street, Suite
1000

Boston, MA 02110
	 
	 	 	 	 	 	 
	David Sliney

	 	 	17,027	 	 	Stifel, Nicolaus & Company,
Incorporated

One Financial Plaza

501 North Broadway

St. Louis, MO 63102
	 
	 	 	 	 	 	 
	Joseph Sullivan

	 	 	90,405	 	 	Stifel, Nicolaus & Company,

Incorporated

100 Light Street

Baltimore, MD 21202
	 
	 	 	 	 	 	 
	George H. Walker
III 
Revocable Trust
dated 3/8/2000

	 	 	630,812	 	 	19 Portland Place

St. Louis, MO 63108
	 
	 	 	 	 	 	 
	and
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	George H. Walker
III SEP IRA,

Stifel, Nicolaus
and Company,
custodian
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	James Zemlyak

	 	 	165,851	 	 	Stifel, Nicolaus & Company,
Incorporated

One Financial Plaza

501 North Broadway

St. Louis, MO 63102