Exhibit 10



Exhibit 10. (ee)



June 25, 2009


PERSONAL AND CONFIDENTIAL


Victor J. Nesi


1545 Fairfield Beach Road 


Fairfield, CT 06824


Dear Victor:


We are very excited about the opportunity of
having you join Stifel, Nicolaus & Company, Incorporated ("Stifel Nicolaus") as
an Executive Vice President, Co-Director of Capital Markets and Director of
Investment Banking and Originations and a Senior Vice President with Stifel
Financial Corp. We have structured and are offering a package that we trust you
will find attractive. We believe that Stifel Nicolaus offers you the opportunity
to add to your impressive career achievements and to make a significant
contribution to our firm as well.


This letter of employment sets forth the terms
and conditions, financial and otherwise, of the agreement between Stifel
Nicolaus and you relating to your future employment by Stifel Nicolaus:

	
		A.
	
		Position:
	
		
		Executive Vice President and Co-Director
		of Capital Markets and Director of Investment Banking and Originations,
		and a Senior Vice President with Stifel Financial Corp., reporting to
		the Chairman and CEO of Stifel Financial Corp. You shall be based in
		Stifel Nicolaus' New York office. We will also recommend to the
		Nominating! Corporate Governance Committee that it consider and select
		you (or recommend to the full Board of Directors that it consider and
		select you) for a seat on the Board of Stifel Financial Corp.

	
		B.
	
		Start Date:
	
		
		July 1, 2009 or another date mutually
		agreed by Stifel Nicolaus and you.

	
		C.
	
		Base Compensation:
	
		
		This is a full-time position. Base salary
		will be at the rate of $250,000 per annum. Your base compensation will
		be payable on a semi-monthly basis in accordance with Stifel Nicolaus'
		customary policies. Base salary will be subject to annual review under
		Stifel Nicolaus' employment policies, although you understand that Base
		Compensation is not expected to increase for senior executives due the
		Company's policy of performance-based compensation.

	
		D.
	
		Restricted Stock
		Units:
	
		
		In addition, (a)(i) you will receive that
		number of Stifel Financial Restricted Stock Units valued at $500,000
		(based on the per share closing price of Stifel Financial Corp.'s common
		stock ("Stifel Financial Common Stock") as of the date of the date of
		your commencement of employment with Stile]. Nicolaus or $40.00,
		whichever is lower) pursuant to the Stifel, Nicolaus & Company,
		Incorporated 2008 Wealth Accumulation Plan ("SWAP") (each Restricted
		Stock Unit representing the right to receive one share of Stifel
		Financial Common Stock as of the vesting dates described below without
		cash payment by you) and, subject to the other terms of this letter
		agreement (including, but not limited to, subparagraph (c) below), these
		Stifel Financial Restricted Stock Units will vest monthly and ratably
		over four years from the date you commence employment in 48 equal
		installments (i.e., 1148th per month), and will be distributed to you
		annually after the Plan Year (but no later than the fifteenth day of the
		third calendar month following such Plan Year) in which the respective
		Restricted Stock Units vest pursuant to Sections 7.1 and 7.10 of the
		SWAP; provided, however, that in the event of termination of your
		employment for reasons other than those listed in subparagraph (c)
		below, you will be entitled to receive those Stifel Financial Restricted
		Stock Units in which you are then fully vested, which Stifel Financial
		Restricted Stock Units shall be distributed to you in accordance with
		the applicable provisions of Article VII of the SWAP; plus (ii) Stifel
		Financial will make that number of shares of Stifel Financial Common
		Stock valued at $2,000,000 (based upon the per share closing price of
		Stifel Financial Common Stock as of the date of the date of your
		commencement of employment with Stifel Nicolaus or $40.00, whichever is
		lower, and which shall also be the per share purchase price in such
		transaction) available for purchase by you pursuant to a subscription
		agreement in a private placement transaction, which purchase shall be
		consummated no later than 30 days following the commencement of your
		employment (but in no event later than December 31, 2009). Your ability
		to participate in such private placement offering shall be subject to
		applicable private placement restrictions, including verification of
		your status as an "accredited investor" under Regulation D. Such shares
		will initially be restricted shares under applicable federal and state
		securities laws, and subject to restrictions on resale under applicable
		federal and state securities laws (except for resales, gifts, donations
		or other transfers or dispositions permitted pursuant to Rule 144 or
		other applicable exemptions from registration), but shall be under no
		other contractual or legal restrictions. In the event that you purchase
		the entire $2,000,000 of Stifel Financial Common Stock in the private
		placement pursuant to the foregoing, Stifel Financial will grant you an
		additional number of Stifel Financial Restricted Stock Units with a
		value of $1,000,000 [i.e., 50% of the above amount] (based upon the per
		share closing price of Stifel Financial Common Stock as of the date of
		the date of your commencement of employment with Stifel Nicolaus or
		$40.00, whichever is lower). Subject to the other terms of this letter
		agreement (including, but not limited to, subparagraph (c) below), these
		additional Stifel Financial Restricted Stock Units will vest monthly and
		ratably over four years from the date you commence employment in 48
		equal installments (i.e., 1/48m per month), and will be distributed to
		you annually after the Plan Year (but no later than the fifteenth day of
		the third calendar month following such Plan Year) in which the
		respective Restricted Stock Units vest pursuant to Sections 7.1 and 7.10
		of the SWAP; provided, however, that in the event of termination of your
		employment for reasons other than those listed in subparagraph (c) below
		you will be entitled to receive those Stifel Financial Restricted Stock
		Units in which you are then fully vested, which Stifel Financial
		Restricted Stock Units will be distributed to you in accordance with the
		applicable provisions of Article VII of the SWAP.

	
		 
	
		 
	
		
		Plus

	
		 
	
		 
	
		
		(b) you will receive a performance-based
		grant of Stifel Financial Restricted Stock Units valued at $2,500,000
		(based upon the per share closing price of Stifel Financial Common Stock
		as of the date of the date of your commencement of employment with
		Stifel Nicolaus or $40.00, whichever is lower) pursuant to the SWAP
		(each Restricted Stock Unit representing the right to receive one share
		of Stifel Financial Common Stock as of the vesting dates described below
		without cash payment by you) and, subject to the other terms of this
		letter agreement (including, but not limited to, subparagraph (c)
		below), these Stifel Financial Restricted Stock Units will vest pro
		rata, one-tenth per year for 10 years, commencing on the first
		anniversary of issuance, and will be distributed to you pursuant to
		Section 7.10 and Appendix A (as an A-10 RA grant) of the SWAP; provided,
		however, that:

		
		(i) The vesting of $1,000,000 of such
		performance-based grant will accelerate, over and above the annual pro
		rata vesting described above on a net basis based on 5% of your
		attributed revenue production in each fiscal year as determined by the
		Investment Banking Department's normal revenue attribution methodology
		as then in effect. The following table sets forth illustrative examples
		based on assumed annual attributed revenue production of $5 million,
		$7.5 million and $10 million, respectively:




 




	
		
		Assumed Attributed
		Revenue Production
	
		 
	
		
		5% of Revenue Production
	
		 
	
		
		Pro Rata Annual Vest
	
		 
	
		
		Net Additional Acceleration
	
		 
	
		
		No. Years to fully vest*

	
		
		$5 million
	
		 
	
		$
	
		
		250,000
	
		 
	
		$
	
		
		100,000
	
		 
	
		$
	
		
		150,000
	
		 
	
		
		4

	
		
		$7.5 million
	
		 
	
		$
	
		
		375,000
	
		 
	
		$
	
		
		100,000
	
		 
	
		$
	
		
		275,000
	
		 
	
		
		2.67

	
		
		$10 million
	
		 
	
		$
	
		
		500,000
	
		 
	
		$
	
		
		100,000
	
		 
	
		$
	
		
		400,000
	
		 
	
		
		2

	
		
		 
	
		 
	
		 
	
		
		 
	
		 
	
		 
	
		
		 
	
		 
	
		 
	
		
		 
	
		 
	
		 






* Represents number of full years for the
$1,000,000 performance-based grant to fully vest assuming that the same Assumed
Attributed Revenue Production is achieved in each year.


 







	
		 
	
		 
	
		
		(ii) The vesting of the remaining $1,500,000 of such
		performance-based grant will accelerate, incrementally over and above
		the annual pro rata vesting described above, based on the overall annual
		Investment Banking Revenues attributable to the Equity Capital Markets
		Group of Stifel Nicolaus according to the following schedule:




 

	
		
		Investment Banking
		Revenue
	
		 
	
		
		Incremental Annual Vest
	
		 
	
		
		Pro Rata Annual Vest
	
		 
	
		
		Aggregate Annual Vest
	
		 
	
		
		No. Years to fully vest*

	
		
		Less than $70 million
	
		 
	
		$
	
		
		-
	
		 
	
		$
	
		
		150,000
	
		 
	
		$
	
		
		150,000
	
		 
	
		
		10

	
		
		$70 million - less than $80
		million
	
		 
	
		$
	
		
		50,000
	
		 
	
		$
	
		
		150,000
	
		 
	
		$
	
		
		200,000
	
		 
	
		
		7.5

	
		
		$80 million - less than
		$100 million
	
		 
	
		$
	
		
		150,000
	
		 
	
		$
	
		
		150,000
	
		 
	
		$
	
		
		300,000
	
		 
	
		
		5

	
		
		$100 million or over
	
		 
	
		$
	
		
		250,000
	
		 
	
		$
	
		
		150,000
	
		 
	
		$
	
		
		400,000
	
		 
	
		
		3.75

	
		
		 
	
		 
	
		 
	
		
		 
	
		 
	
		 
	
		
		 
	
		 
	
		 
	
		
		 
	
		 
	
		 




* Represents number of full years for the
$1,500,000 performance-based grant to fully vest assuming that the applicable
Investment Banking Revenue is achieved in. each year.



 

	
		 
	
		 
	
		
		Any portion of Stifel Restricted Stock Units which
		accelerate and vest pursuant to subparagraph (i) or (ii) above shall be
		distributed to you annually after the Plan Year (but no later than the
		fifteenth day of the third calendar month following such Plan Year) in
		which the respective Restricted Stock Units vest pursuant to Sections
		7.1 and 7.10 of the SWAP.

		
		Notwithstanding anything to the contrary set forth
		herein, you acknowledge and agree that the appropriate tax withholding
		obligations will be met by the withholding of Restricted Stock Units
		granted to you pursuant to this Paragraph D, or at your election, in
		cash withheld from other payments due you or paid to Stifel Financial
		Corp. or Stifel Nicolaus by you.

	
		 
	
		 
	
		
		(c) Acceleration on Certain Events: Notwithstanding the
		foregoing, any unvested portion of the Stifel Financial Restricted Stock
		Units granted to you pursuant to subsection (a)(i) and (ii) and/or (b)
		of this Paragraph D shall immediately vest and shall be distributed to
		you in accordance with the applicable provisions of Article VII of the
		SWAP in the event of any of the following: (i) your death, Disability or
		involuntary Termination of Employment in accordance with (and as such
		terms are defined in) the SWAP; (ii) upon a "Change of Control" (as
		defined in Exhibit A hereto); (iii) termination of your employment by
		Stifel for a reason other than a Good Cause Event (as defined in Exhibit
		A hereto); or (iv) your resignation for Good Reason (as defined in
		Exhibit A  hereto).

	
		E.
	
		Discretionary
		Bonus:
	
		
		You will be eligible to participate in
		the Stifel Nicolaus bonus pool on the same basis as similar management
		executives in Equity Capital Markets Group of Stifel, commencing in
		February 2010 for services rendered during calendar year 2009. Any bonus
		compensation is discretionary and will be determined in accordance with
		the then prevailing compensation arrangements for comparable employees
		of your department. Stifel Nicolaus pays bonuses based upon calendar
		year performance. These bonuses are paid during the month of February
		following the close of the calendar year in. which the services were
		performed.

	
		F.
	
		Deferred
		Compensation:
	
		
		The annual bonus amounts are subject to
		the SWAP, as the SWAP plan may be amended from time-to-time. Under the
		current SWAP plan, up to 15% of your bonus (to the extent payable
		pursuant to Paragraph E above) will be deferred and payable in Stifel
		Financial Common Stock vesting in equal annual installments on the
		first, second and third anniversaries of issuance and be distributed to
		you on the third anniversary of issuance pursuant to Article VII and
		Appendix A (as an A-3 M R CM25 grant) of the SWAP, subject to a company
		match of Stifel Financial Restricted Stock Units representing 25% of the
		above deferred stock portion of your bonus which will cliff-vest and be
		distributed on the third anniversary of issuance pursuant to Article VII
		and Appendix A (as an A-3 CM C grant) of the SWAP. in addition, you may
		elect to defer up to an additional 15% of your bonus (to the extent
		payable pursuant to Paragraph E above) which is also payable in Stifel
		Financial Common Stock under the SWAP plan, which will be immediately
		vested and be distributed to you on the third anniversary of issuance
		pursuant to Article VII and Appendix A (as an A-3 E V CM25 grant) of the
		SWAP, subject to a company match of Stifel Financial Restricted Stock
		Units representing 25% of the additional deferred stock portion of your
		bonus which will cliff-vest and be distributed on the third anniversary
		of issuance pursuant to Article VII and Appendix A (as an A-3 CM C
		grant) of the SWAP. You may elect to defer any bonus in respect of 2009
		within 30 days of becoming employed by Stifel Nicolaus and otherwise in
		accordance with Section 4.3 of the SWAP.

	
		G.
	
		Medical and
		Other Benefits; Expense Allowance:
	
		
		Expense Allowance: You will be eligible
		for Stifel Nicolaus' Benefits Program to the same extent as other
		similarly situated senior management in the Stifel Equity Capital
		Markets Group as of July 1, 2009. Accordingly, assuming the start date
		set forth in Paragraph B above, your medical/dental benefits will be
		effective on July 1, 2009.

		
		Stifel Nicolaus will provide you a
		$10,000 non-allocated expense allowance (taxable income). Stifel
		Nicolaus will reimburse other reasonable business expenses through its
		standard expense reimbursement system.

	
		H.
	
		Securities
		Licenses:
	
		
		You have advised Stifel Nicolaus that
		you possess FINRA Series 7, 24 and Series 63 securities licenses and
		registrations.

	
		I.
	
		"At Will"
		Employment and Other Conditions:
	
		
		Your employment with Stifel Nicolaus is
		"at will" and nothing contained in this letter is intended to create an
		employment agreement or to restrict the right of Stifel Nicolaus to
		terminate your employment at any time, with or without cause, without
		any further obligation to you except as otherwise specifically provided
		in this letter. To receive any salary, bonus or other compensation for
		which you may be eligible, or, subject to the provisions of Paragraph
		D(c) above, to vest in any Stifel Financial Common Stock or Stifel
		Financial Corp. Restricted Stock Units, you must be an employee in good
		standing at the time any such compensation is paid or vesting is
		scheduled to occur. If you intend to voluntarily terminate your
		employment, you acknowledge and agree that you must provide Stifel
		Nicolaus with ninety (90) calendar days' written notice of your intent
		to resign from your employment, and during this ninety (90) calendar day
		period, you will continue to be an employee of Stifel Nicolaus and may
		be required to continue to perform certain job responsibilities and/or
		transition your job responsibilities. The date on which you give such
		notice to Stifel Nicolaus is referred to herein as the "Notice Date,"
		and the 90-day period is referred to herein as the "Notice Period."
		During this Notice Period, you will continue to receive your base
		salary, vest in the shares of Stifel Financial Common Stock and
		Restricted Stock Units and participate in all benefit plans
		corresponding to an employee at your level. Stifel Nicolaus may require
		that you do not come to work during the Notice Period. In no event,
		however, may you perform any services for any other employer until six
		(6) months following the Notice Date.

	
		J.
	
		Representation:
	
		
		By accepting employment with Stifel
		Nicolaus, you are representing that there are no restrictions, legal,
		contractual or otherwise, upon your ability to be employed by Stifel
		Nicolaus or your ability to provide the services contemplated herein,
		except for those restrictions contained in that certain Agreement and
		Release, dated February 2, 2009, between you and Merrill Lynch & Co.,
		Inc., which you have provided to Stifel Nicolaus. You and Stifel
		Nicolaus agree to comply with the terms of such agreement.

	
		K.
	
		Non-Solicit:
	
		
		In consideration of Stifel Nicolaus'
		obligations hereunder, you agree that, for a period of nine (9) months
		after the Notice Date, you will not, directly or indirectly solicit any
		person who is or was an employee, independent contractor, consultant or
		advisor of Stifel Nicolaus or its affiliates at any time during the six
		(6) months preceding your actual termination of employment (an "Affected
		Person") to be employed by or provide services for another party in any
		capacity ("Alternative Employment") or to interfere with any contractual
		or client relationship of Stifel Nicolaus that may exist from
		lime-to-time. Solicitation shall include your inducing, attempting to
		induce or encouraging an Affected Person to take Alternative Employment,
		but shall not include general forms of advertising and solicitation not
		specifically directed at Stifel Nicolaus employees. In addition, you may
		solicit any Affected Person who has been terminated by Stifel Nicolaus
		or its affiliates so long as such solicitation does not commence until
		after such termination, and provided that "terminated by Stifel Nicolaus
		or its affiliates" shall not include any person who has voluntarily
		resigned his or her position from Stifel Nicolaus or the applicable
		affiliate.

	
		L.
	
		
		Confidentiality:
	
		
		You agree, commencing on the date of
		this letter agreement and continuing both through and after the term of
		your employment by Stifel Nicolaus, to keep secret and strictly
		confidential, and not to use or disclose to any third parties, the
		contents of this letter or the fact that any discussions or negotiations
		are taking place between Stifel Nicolaus and you, any of Stifel
		Financial Corp.'s or Stifel Nicolaus' proprietary confidential
		information, or any non-public information regarding Stifel Nicolaus'
		clients or prospective clients, except (a) as directly required to
		perform your employment responsibilities for Stifel Nicolaus; (b) to
		your attorneys, accountants and other personal advisors on a need-to
		know basis (each of whom shall observe confidentiality); and (c) as
		required by law or pursuant to a court order.



 

2







	
		M.
	
		
		Injunctive Relief :
	
		
		In the event of a breach or threatened
		breach of any of your duties and obligations under the terms and
		provisions of Paragraphs I, K and/or L above, Stifel Nicolaus shall be
		entitled, in addition to any other legal or equitable remedies it may
		have in connection therewith (including any right to damages that it may
		suffer), to temporary, preliminary and permanent injunctive relief
		restraining such breach or threatened breach. You hereby expressly
		acknowledge that the harm which might result to Stifel Nicolaus'
		business as a result of any non-compliance by you with any of the
		provisions of Paragraphs I, K or L above would be irreparable and that
		you will not oppose the granting of any injunctive relief in connection
		therewith.

	
		N.
	
		Conditions:
	
		As with all Stifel
		Nicolaus employees, you agree to be subject to all policies and
		practices of Stifel Nicolaus as set forth in the Associates Manual, any
		policy manuals and other communications, as each may be updated, amended
		or changed from time to time.

	
		O.
	
		Arbitration:
	
		
		This letter agreement shall be governed
		by and construed in accordance with the laws of the State of New York
		without giving effect to any choice of law or conflicts of laws
		principles. Any dispute or disagreement arising out of this letter
		agreement or a claimed breach, except that which involves a right to
		injunctive relief, shall be finally resolved by binding arbitration in
		St. Louis, Missouri under the arbitration rules of the Financial
		Industry Regulatory Authority.

	
		P.
	
		Tax Withholding:
	
		
		You acknowledge that amounts payable as
		described in this letter agreement are subject to applicable tax
		withholding required by the Internal Revenue Code, by an applicable
		state's income tax, or by an applicable city, county or municipality's
		earnings or income tax act. Stifel Nicolaus shall withhold from payroll,
		or collect from you the amount necessary to remit on your behalf any
		FICA taxes which may be required with respect to such amounts, as
		determined by Stifel Nicolaus.




 


Please indicate your acceptance of this offer of
employment by signing below and returning this letter agreement in its entirety
to me. Please remember to keep one copy for your records.


On behalf of Stifel Nicolaus, I would like to
welcome you to the firm and wish you every success in your new position.


 


	 	 	 	 	 
	 	Sincerely Yours,  	 
	 	 	 
	 	
	/s/
	Ronald J. Kruszewski	 
	 	Ronald J. Kruszewski	 
	 	Chairman, President and Chief Executive Officer 	 
	 




Accepted and Agreed on August 1, 2009:


	 	 	 
	 	
	/s/
	Victor J. Nesi	 
	 	Victor J. Nesi	 
	 



 3


	



Exhibit A


Certain Definitions

	
	The term "Change in Control" means:





                                 i.     
The acquisition by any individual, entity or group, or a Person (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of ownership of 15% or more of either (a)
the then outstanding shares of Stifel Financial Common Stock (for purposes of
these definitions, the "Company") (the "Outstanding Company Stock") or (b) the
combined voting power of the then outstanding voting securities of Stifel
Financial Corp, (for purposes of these definitions, the "Company") entitled to
vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, such an acquisition of ownership of 15% or more
but less than 25% of Outstanding Company Stock or Outstanding Company Voting
Securities with the prior approval of the Board of Directors of the Company
shall not result in a Change in Control within the meaning of this subparagraph;
or




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




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




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

	
	The term "Good Cause Event" shall mean (a) a
	good. faith determination by the Board of Directors, after notice to you and
	opportunity by you to be heard, that you committed a fraud,
	misappropriation, embezzlement or theft against or from the Company or any
	of its subsidiaries, (b) conviction of you of a felony or (c) a good faith
	determination by the Board of Directors, after a ninety day warning and the
	opportunity to cure and to be heard by the Board of Directors, on
	substantial evidence that you were grossly negligent in carrying out, or
	unreasonably refused to serve or carry out, the duties and responsibilities
	of your employment with the Company.
	
	The term "Good Reason" shall mean the
	occurrence of any of the following without your consent: (a) the assignment
	to you of any duties inconsistent in any material respect with your
	positions as Executive Vice President, Co-Director of Capital Markets and
	Director of Investment Banking and Originations, of Stifel Nicolaus, and a
	Senior Vice President of the Company (including status, offices, titles and
	reporting requirements), authority, duties or responsibilities as of the
	commencement of your employment with the Company, or any action by the
	Company that results in material diminution in such positions, authority,
	duties or responsibilities, excluding, for this purpose, any isolated,
	insubstantial and inadvertent action not taken in bad faith and that is
	remedied by the Company promptly after receipt of written notice thereof
	given by you; or (b) any failure by the Company to provide the compensation
	and benefits to which you are entitled under any agreement with the Company
	or any of its subsidiaries or any compensation or benefit plan or practice
	generally applicable to senior executives of the Company, other than any
	isolated, insubstantial and inadvertent failure not occurring in bad faith
	and that is remedied by the Company promptly after receipt of written notice
	given by you; or (c) the Company requiring you to be based at a location
	that is more than 50 miles from New York, New York.


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