Form of Certificate for Preferred Stock



 Exhibit 4.5 
 FORM OF CERTIFICATE FOR PREFERRED STOCK 
  

									
	SERIES	 	  
	 		 	    SERIES	 	  

	PREFERRED STOCK	 	PREFERRED STOCK

 RAYMOND JAMES FINANCIAL, INC. 
 Incorporated under the laws of 
 the State of Florida 
  

									
	Number NP	 	  
	 		 	Shares	 	  


  

									
	See Reverse for	 		 	CUSIP	 	754730        
	Certain Definitions	 		 	This Certificate is transferable in New York, New York
		 		 	and in	 	  
	 	

 This certifies that
                                         
                     is the owner of
                                         
fully paid and non-assessable shares of the series                      preferred stock of Raymond James Financial, Inc. (hereinafter referred
to as the “Corporation”) transferable in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the provisions of the Restated Articles
of Incorporation, all amendments thereto, the articles of amendment for this series, and the Amended and Restated Bylaws of the Corporation, and to the rights, preferences and voting powers of the Preferred Stock of the Corporation now or
hereinafter outstanding, the terms of all such provisions, rights, preferences and voting powers being incorporated herein by reference. 
 This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
 Witness the facsimile seal
of the Corporation and the facsimile signatures of its duly authorized officers. 
 Dated:
                     
  

					
	  
	 		 	  

	Secretary	 		 	President

 Countersigned and Registered: 
  

			
	MELLON INVESTOR SERVICES LLC
	Transfer Agent and Registrar
		
	By:	 	  

		 	  Authorized Signature








 [Reverse Side of Preferred Stock Certificate] 
 RAYMOND JAMES FINANCIAL, INC. 
 RAYMOND JAMES FINANCIAL, INC.’S
AUTHORIZED CAPITAL STOCK INCLUDES PREFERRED STOCK, INCLUDING THIS SERIES                      PREFERRED STOCK, WHICH, WHEN ISSUED, SHALL HAVE
CERTAIN PREFERENCES OR SPECIAL RIGHTS IN THE PAYMENT OF DIVIDENDS, IN VOTING, UPON LIQUIDATION, OR OTHERWISE. THE CORPORATION, UPON REQUEST, WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS AND A COPY OF THE PORTIONS OF THE RESTATED ARTICLES OF
INCORPORATION OR ARTICLES OF AMENDMENT CONTAINING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ALL SHARES AND ANY CLASS OR SERIES THEREOF. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS
CERTIFICATE. 
  
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF A REPLACEMENT 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: 
  

			
	 TEN COM —
	  	 as tenants in common

		
	 TEN ENT —
	  	 as tenants by the entireties

		
	 JT TEN —
	  	 as joint tenants with right of survivorship and not as tenants in common


 UNIF GIFT MIN ACT —
                                 as Custodian for
                                        

                                         
        (Cust)                                
                          (Minor) 
 under Uniform Gifts to Minors Act 
  
  
 (State) 
 Additional abbreviations may also be used though not in the above list. 
  

 2 








 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  
  
  
 (Please print or typewrite name and address of assignee) 
  
  
                     
                     shares of the capital stock represented by the within Certificate and does hereby irrevocably constitute and appoint
                                         
    Attorney to transfer the said stock on the books of the within named Corporation 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 alteration or
enlargement or any change whatever.


 Signature Guaranteed: 
  

			
	  
	 	
		
	  
	 	

  

 3