Raymond James Financial, Inc. 10-K

AMENDMENT NO. 7 TO REVOLVING CREDIT AGREEMENT

This AMENDMENT NO. 7 TO REVOLVING CREDIT AGREEMENT (“Amendment No. 7”) is dated as of October 15, 2004 by and among RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “Borrower”), the Lenders named on the signature page hereto (the “Lenders”), and JPMORGAN CHASE BANK, individually and as administrative agent (the “Agent”) for the Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and the Lenders are, or upon execution of this Amendment shall become, parties to that certain Revolving Credit Agreement dated as of October 26, 1999, as amended by that certain (i) Waiver and Amendment dated as of October 13, 2000, (ii) Amendment No. 2 to Revolving Credit Agreement dated as of October 24, 2000, (iii) Amendment No. 3 to Revolving Credit Agreement dated as of May 24, 2001, (iv) Amendment No. 4 to Revolving Credit Agreement dated as of October 23, 2001, (v) Amendment No. 5 to Revolving Credit Agreement dated as of October 21, 2002 and (vi) Amendment No. 6 to Revolving Credit Agreement dated as of October 17, 2003 (such Revolving Credit Agreement as so amended, supplemented or otherwise modified, the “Credit Agreement”); and

WHEREAS, the parties desire to make certain modifications to the Credit Agreement, including an extension of the Facility Termination Date to October 13, 2005.

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

I.	Defined Terms

Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement.

II.

Amendments to the Credit Agreement

2.1. Effective as of the date hereof,

(a) Each of JPMorgan Chase Bank and Citibank, N.A., as an extending Lender, shall reduce the amount of its Commitment from $33,000,000 to $25,000,000.

(b) The Commitment of Bank One, NA shall terminate, and any obligations owing to Bank One, NA as a non-extending Lender shall be repaid.

(c) JPMorgan Chase Bank hereby (i) accepts appointment by the Lenders as successor Agent under the Credit Agreement and (ii) resigns as Documentation Agent under the Credit Agreement.

(d) Each of Bank of New York and Wells Fargo Bank, National Association shall become a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment of $25,000,000 each as set forth on the signature page hereto. Each of Bank of New York and Wells Fargo Bank, National Association (i) represents and warrants that it is legally authorized to enter into its Commitment and this Amendment No. 7; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into its Commitment and this Amendment No. 7; (iii) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Agent to take such action as contractual representative on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (v) agrees that it will perform in accordance with its terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

2.2. The definition of “Agent” in Article I of the Credit Agreement is hereby amended in its entirety to read as follows:

“‘Agent’ means JPMorgan Chase Bank in its capacity as administrative agent for the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor administrative agent appointed pursuant to Article X.”

2.3. The definition of “Agents” in Article I of the Credit Agreement is hereby amended in its entirety to read as follows:

“‘Agent’ means and includes the Agent, the Syndication Agent and the Co-Documentation Agents.”

2.4. The definition of “Facility Termination Date” in Article I of the Credit Agreement is hereby amended in its entirety to read as follows:

“‘Facility Termination Date’ means October 13, 2005 or any later date as may be specified as the Facility Termination Date in accordance with Section 2.18 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.”

2.5. Subsection 6.16(e) of the Credit Agreement (relating to Borrower guarantees of certain net performance obligations of RJ Capital Services, Inc. owed to counterparties under interest rate swap transactions) is hereby amended by deleting the phrase “up to $20,000,000 in the aggregate” at the end of such subsection.

2.6. Section 6.21.1 of the Credit Agreement entitled “Minimum Tangible Net Worth” is hereby amended in its entirety to read as follows:

“6.21.1. Minimum Tangible Net Worth. The Borrower on a consolidated basis with its Subsidiaries at all times after October 15, 2004 shall maintain Tangible Net Worth of not less than (i) $780,000,000 plus (ii) 50% of cumulative Net Income (if positive) earned after June 25, 2004.”

2.7. The Credit Agreement is hereby amended by inserting a new Section 9.17 therein to read as follows:

“9.17. USA Patriot Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.”

2.8. Section 10.15 of the Credit Agreement is hereby amended to substitute the phrase (a) “Co-Documentation Agents” for “Documentation Agent” in the caption and (b) “Co-Documentation Agent” for “Documentation Agent” in the first sentence of such Section.

III.

Borrower Representations

In order to induce the Lenders and the Agent to execute and deliver this Amendment No. 7, the Borrower represents and warrants to the Lenders that, both before and after giving effect to this Amendment No. 7, (i) there exists no Default or Unmatured Default on the date hereof, (ii) each of the representations and warranties contained in Article V of the Credit Agreement (other than in Sections 5.6, 5.9 (to the extent additional subsidiaries have been formed and are listed in the Borrower’s Annual Report on Form 10-K) and 5.16) is true and correct on the date hereof, (iii) the execution and delivery by the Borrower of this Amendment No. 7 have been duly authorized by all requisite corporate proceedings, (iv) this Amendment No. 7 and the other Loan Documents to which the Borrower is a party constitute t he legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms, (v) no authorization or approval of, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery or performance of this Amendment No. 7 by the Borrower, and (vi) no material adverse change in the business, Property, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole has occurred since September 26, 2003.

IV.

Effectiveness

This Amendment No. 7 shall become effective as of the date first above written upon fulfillment of the following conditions (and when notice thereof shall have been given by the Agent to the Borrower and the Lenders):

(i) the Borrower shall have paid any Obligations owing to Bank One, NA as a non-extending Lender, and Bank One, NA shall have submitted its resignation as Agent;

(ii) the Agent shall have received counterparts of this Amendment No. 7 duly executed by the Borrower and the Lenders;

(iii) the Borrower shall have delivered to the Agent a certificate of Borrower’s Secretary and a certificate of Borrower’s Chief Financial Officer in form and substance satisfactory to the Agent and its counsel; and

(iv) all accrued fees and expenses of the Agent (including the accrued fees and expenses of counsel to the Agent invoiced on or prior to the date hereof) shall have been paid by the Borrower.

V.	Ratification

Except as specifically provided herein, (a) the Credit Agreement shall otherwise remain unaltered and in full force and effect, and the respective terms, conditions and covenants thereof are hereby ratified and confirmed in all respects as originally executed, and (b) this Amendment No. 7 shall not operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents. Upon the effectiveness of this Amendment No. 7, each reference in the Credit Agreement to “this Agreement”, “hereof”, “herein”, “hereunder” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby.

VI.

Governing Law

THIS AMENDMENT NO. 7 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

VII.

Execution in Counterparts

This Amendment No. 7 may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 7 as of the date first above written.

	RAYMOND JAMES FINANCIAL, INC. By: Title:
Commitment: $25,000,000	JPMORGAN CHASE BANK, Individually and as Administrative Agent By: Title:
Commitment: $25,000,000	CITIBANK, N.A., Individually and as Syndication Agent By: Title:

Commitment: $25,000,000	BANK OF NEW YORK, Individually and as Co-Documentation Agent By: Title: Address for Notices: One Wall Street, 42^nd Floor New York, NY 10286 Attention: Joe Ciacciarelli Telephone: (212) 635-6823 Facsimile: (212) 809-9566
Commitment: $25,000,000	WELLS FARGO BANK, National Association, Individually and as Co-Documentation Agent By: Title: By: Title: Address for Notices: Wells Fargo Center Sixth and Marquette Minneapolis, MN 55479 Attention: Financial Institutions Division Telephone: (612) 667-9293 Facsimile: (612) 667-7251
Aggregate Commitment: $100,000,000

Indemnification Agreement

This Indemnification Agreement is entered into, effective as of the _____day of September 2004 between Raymond James Financial, Inc., a Florida corporation (the “Company”) and ________________________(“Indemnitee”).

Recitals

A. It is essential to the Company that it attracts and retains capable persons as directors, including directors who are also officers.

B. Both the Company and Indemnitee recognize that given the uncertainties of the business, corporate governance and legal climate, directors and officers of publicly held corporations face greater risks of personal liability in the current business climate arising from their service as directors or officers of such corporations.

C. Indemnitee is a director of the Company, member of various committees of the Board of Directors of the Company, and presently serves as and as such is performing a valuable service to or on behalf of the Company.

D.	In recognition of Indemnitee’s need for protection against personal liability, and in order to enhance Indemnitee’s continued and effective service to or for the Company, in whatever capacity he may serve from time to time, whether:

(1) at the request of the Company, as a member of the Board of Directors, a member or officer of any committee of the Board of Directors, an officer, fiduciary, employee, agent or advisor of the Company, as a director, officer, fiduciary, employee, agent or advisor of another corporation, partnership, joint venture, or other enterprise that is an Affiliate of the Company or any employee benefit plan or trust sponsored by the Company or any such Affiliate; or

(2) at the written request of the Company, as a member of the board of directors, a member of any committee of the board of directors, an officer, fiduciary employee, agent or advisor of any corporation, partnership, joint venture or other enterprise that is not an Affiliate of the Company;

the Company wishes to provide in this Agreement, in addition to indemnification for which Indemnitee is entitled under the Company’s articles or incorporation or bylaws, for the indemnification of and the advancement of expenses to Indemnitee, and other rights, to the fullest extent permitted by applicable law.

Operative Terms

In consideration of the above recitals and of Indemnitee’s continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties agree as follows:

1.	Certain Definitions:

“Affiliate”: (a) any entity which, directly or indirectly, controls, is controlled by, or is under common control with, the referenced individual or entity, or (b) any individual who, directly or indirectly, controls the referenced entity. For purposes of this definition, the terms “control”, "controlled by" and “under common control with” mean the power, directly or indirectly, to: (i) vote 10% or more of the securities (including, without limitation, convertible securities) having ordinary voting power; or (ii) direct or cause the direction of the management or policies of an entity whether by contract or otherwise.

Applicable Expenses: any expense, including, without limitation, reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and expenses of experts, including, without limitation, accountants and other advisors, travel expenses, duplicating costs, postage, delivery service fees, filing fees, and all other disbursements or expenses reasonably paid or incurred in connection with investigating, defending, being a witness in, or participating in (including, without limitation, on appeal), or preparing for any of the foregoing in, any Proceeding relating to an Indemnifiable Event, and any such expenses reasonably paid or incurred in establishing a right to indemnification under Sections 2, 4 or 5 of this Agreement.

Board: the Board of Directors of the Company.

Change in Control: shall be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than any one or more of the Excluded Persons, is or becomes the Beneficial Owner (as defined in Rule 13d-3 under such Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of 25 consecutive calendar months, beginning on the date of this Agreement, those individuals (the “Continuing Directors”), who (A) were directors of the Company on the first day of any such period or (B) subsequently became direc tors of the Company and whose initial election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors then on the Board, cease to constitute a majority of the Board; or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of t he Company’s assets; or (v) a liquidator, trustee or other similar person is appointed for all, or substantially all, of the assets of the Company.

Company: Raymond James Financial, Inc. and any of its successors or permitted assigns under this Agreement.

Disinterested Director: a director of the Company who is not an employee of the Company or any of its Affiliates and who, in the event that a Proceeding has been initiated, is not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

Exchange Act: the Securities Exchange Act of 1934, as amended.

Excluded Persons: shall consist of Thomas A. James, the wife, children and grandchildren of Thomas A. James, the Robert A. and Helen James’ Children Annuity Trust, any estate planning trust established by Thomas A. James as the grantor, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company

Indemnifiable Event: any event or occurrence that takes place either prior to or after the execution of this Agreement that is: (i) related to the fact that Indemnitee is or was serving (A) at the request of the Company, as a member of the Board of Directors, a member or officer of any committee of the Board of Directors, an officer, fiduciary, employee, agent or advisor of the Company, as a director, officer, fiduciary, employee, agent or advisor of another corporation, partnership, joint venture, or other enterprise that is an Affiliate of the Company or any employee benefit plan or trust sponsored by the Company or any s uch Affiliate; or (B) at the written request of the Company, as a member of the board of directors, a member of any committee of the board of directors, an officer, fiduciary employee, agent or advisor of any corporation, partnership, joint venture or other enterprise that is not an Affiliate of the Company, or (ii) related to any act or omission, or alleged act or omission, by Indemnitee in any capacity described in clause (i) of this definition, whether or not any basis of the Proceeding is the acts or omissions or alleged acts or omissions of Indemnitee, and whether or not such acts or omissions were, or are alleged to have been, committed in any official capacity described in clause (i) of this definition); provided, however, that an Indemnifiable Event shall not mean any claim against Indemnitee for an accounting of profits made for the purchase or sale by Indemnitee of securities of the Corporation in violation of the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local statutory law.

Indemnitee: shall be as defined in the opening paragraph of this Agreement.

Independent Counsel: a law firm, or a member of a law firm, that is experienced in matters of corporation and securities law and neither at the time of designation is, nor in the three years immediately preceding such designation was, retained to represent: (i) the Company or Indemnitee in any matter material to either such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification under this Agreement. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determi ne Indemnitee’s rights to indemnification under this Agreement, regardless of when Indemnitee’s act or failure to act occurred or is alleged to have occurred.

Proceeding: any threatened, pending, or completed action, suit, arbitration, alternative dispute mechanism, administrative or legislative hearing, inquiry or investigation including, without limitation, any appeal, whether conducted by or on behalf of the Company or by or on behalf of any other party, whether civil, criminal, administrative, investigative, or other, and whether or not commenced prior to, on or after the date of this Agreement, that relates to an Indemnifiable Event.

Reviewing Party: the person or body making the determination, under Section 3(a) or 3(b), as to Indemnitee’s entitlement to indemnification.

Voting Securities: any securities of the Company that vote generally in the election of directors.

2. Agreement to Indemnify.

(a) General Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in whole or in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee against any and all Applicable Expenses, liabilities, losses, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, to the fulle st extent permitted by applicable law to be indemnified by agreement, as such applicable law exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute in the absence of an agreement.

(b) Expense Advances. If so requested by Indemnitee, the Company shall advance to Indemnitee any and all Applicable Expenses incurred by Indemnitee (an “Expense Advance”) within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such Expense Advance (together with reasonable supporting documentation in the possession of Indemnitee or available to Indemnitee with respect to the Applicable Expenses incurred), whether prior to or after final disposition of any Proceeding. Any Expense Advance shall be made without regard to Indemnitee’s ability to repay the amount of the Expense Advance and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. Indemnitee hereby agrees to repay the Expense Advance if and to the extent that it is ultimately determined by a final judicial determination (as to which all rights of appeal therefrom have been exhausted or have lapsed) that Indemnitee is not entitled to indemnification by the Company under this Agreement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled, under applicable law, to be indemnified under this Agreement, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee is not entitled, under applicable law, to be indemnified under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance un til a final judicial determination (as to which all rights of appeal therefrom have been exhausted or have lapsed) is made that Indemnitee is not entitled, under applicable law, to be indemnified under this Agreement. Indemnitee’s obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon.

(c) Mandatory Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter in such Proceeding, Indemnitee shall be indemnified with respect to all Applicable Expenses incurred in connection therewith.

(d) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to be indemnified by the Company for some or a portion of Applicable Expenses, but not, however, for the total amount thereof, the Company shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled to be indemnified.

(e) Limitations on Indemnification. Notwithstanding the preceding portions of this Section 2, no indemnification or Expense Advance shall be made under this Agreement to or on behalf of Indemnitee to the extent that such indemnification or Expense Advance is prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee.

3. Reviewing Party.

(a) Prior to any Change in Control, the determination, if such a determination is required under applicable law, as to whether Indemnitee is entitled to indemnification under this Agreement, shall be made by: (i) the Board acting by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board; (ii) a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board; or (iii) if there are no Disinterested Directors or if the Disinterested Directors so direct, by the Independent Counsel.

(b) After a Change in Control, the determination, if such a determination is required under applicable law, as to whether Indemnitee is entitled to indemnification under this Agreement, shall be made by Independent Counsel unless Indemnitee shall request that the determination be made by the Board or the board of directors of the surviving corporation (in the event that the Company is not the surviving corporation as a result of such Change in Control).

(c) The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including, without limitation, attorneys’ fees and expenses), claims, liabilities, losses, and damages arising out of or relating to this Agreement or the engagement of the Independent Counsel pursuant hereto.

4. Indemnification Process and Appeal.

(a) Indemnification Payment. Indemnitee shall be entitled to indemnification of Applicable Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement within thirty (30) calendar days after Indemnitee has made written demand on the Company for indemnification (which written demand shall include reasonable supporting documentation in the possession of Indemnitee or available to Indemnitee with respect to Indemnitee’s demand for indemnification), unless the Reviewing Party has provided to the Company and In demnitee, within such thirty (30) calendar days, a written determination that Indemnitee’s entitlement to indemnification under this Agreement is required to be determined under applicable law, and that the Reviewing Party has determined that Indemnitee is not entitled, under applicable law, to indemnification under this Agreement.

(b) Suit to Enforce Rights. If (i) Indemnitee has not received payment of Applicable Expenses within thirty (30) calendar days after Indemnitee has made written demand on the Company for indemnification in accordance with Section 4(a), and no written determination, as described in Section 4(a) has been provided by the Reviewing Party to the Company and Indemnitee, within such thirty (30) calendar days, (ii) a written adverse determination, as described in Section 4(a), has been provided by the Reviewing Party to the Company and Indemnitee within such thirty (30) calendar days, or (iii) Indemnitee has not received an Expense Advance within thirty (30) calendar days after making such a request in accordance with Section 2(b), then Indemnitee shall have the right to enforce its indemnification rights or rights to an Expense Advance under this Agreement by commencing litigation seeking a determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and agrees to appear in any such proceeding. Any determination by the Reviewing Party not challenged by Indemnitee on or before the first anniversary of the date of the Reviewing Party’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. In the event that a court issues an order or judgment in favor of Indemnitee in such proceeding, the Company shall have the right to stay the execution of such order or judgment pending an appeal if the Company files a timely appeal of such order or judgment and complies with all requirements including, without limitation, the posting of any required bond, to stay such execution.

(i) To the maximum extent permitted by applicable law, in making a determination with respect to entitlement to indemnification or an Expense Advance under this Agreement, the Reviewing Party shall presume that Indemnitee is entitled to indemnification or an Expense Advance under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 4(a) of this Agreement, or a request for an Expense Advance under Section 2(b), and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Reviewing Party of any determination contrary to that presumption.< /DIV>

(ii) In connection with any action brought pursuant to Section 4(b) as to whether Indemnitee is entitled to be indemnified or to an Expense Advance under this Agreement, the burden of proving that Indemnitee is not entitled to indemnification or an Expense Advance under this Agreement shall be on the Company.

(iii) Neither the failure of the Reviewing Party to have made a determination prior to the commencement of such action by Indemnitee that indemnification under this Agreement is permitted under applicable law, nor an actual determination by the Reviewing Party that indemnification under this Agreement is not permitted under applicable law, shall be admissible as evidence in any such action; provided, however, that if either party alleges, in any litigation, the bad faith of the other party, then either party may seek to admit such determination into evidence in such litigation for the sole purpose of seeking to prove bad faith or the absenc e of bad faith.

(iv) For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Applicable Expenses and, if requested by Indemnitee, shall advance such Applicable Expenses to Indemnitee on such terms and conditions as the Board reasonably determines appropriate, that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for:

(a) enforcement of this Agreement;

(b) Expense Advances, or indemnification of Applicable Expenses, by the Company under this Agreement or any other agreement, under applicable law, or under the Company’s articles of incorporation or bylaws, now or hereafter in effect relating to indemnification of Indemnitee; or

6. Notification and Defense of Proceeding.

(a) Notice. Indemnitee will notify the Company of the commencement of any Proceeding within ten (10) days after Indemnitee has actually received notice of such commencement; provided, however, that the failure so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except to the extent that the Company may have been prejudiced as a result of such failure.

(b) Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any A pplicable Expenses (except for reasonable costs and expenses of Indemnitee in cooperating in the defense of such proceeding) subsequently incurred by Indemnitee in connection with the defense of such Proceeding, except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding, but all Applicable Expenses related thereto (other than those described in the parenthetical of the immediately preceding sentence) incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of counsel by Indemnitee has been authorized by the Company; (ii) the counsel selected by the Company (or any insurer) to handle such defense has determined that there may be a conflict of interest related to the defense of the Proceeding between Indemnitee and the Company or between Indemnitee and other individuals who are being represented by such counsel with respect to such Proceeding; (iii) after a Change in Control, th e employment of counsel by Indemnitee has been approved by the Independent Counsel; or (iv) within thirty (30) calendar days after Indemnitee has given notice to the Company of such Proceeding, the Company (or any insurer) shall not have employed counsel reasonably satisfactory to Indemnitee to assume the defense of such Proceeding or shall not thereafter continue to provide a defense in such Proceeding; and in each of such cases, all Applicable Expenses with respect to the Proceeding shall be borne by the Company. The Company and Indemnitee shall cooperate reasonably with each other with respect to the defense of the Proceeding, including, without limitation, making documents, witnesses and other reasonable information related to the defense available to the Company or Indemnitee, as the case may be, pursuant to joint-defense agreements or confidentiality agreements, as appropriate (and subject to the advice of counsel based on attorney-client privilege or differing interests of the Company and Indemnitee o r Indemnitee and other indemnitees).

(c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid by Indemnitee in settlement of any Proceeding effected without the Company’s written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid by Indemnitee in settlement if the Reviewing Party has approved the settlement. The Company shall not settle any P roceeding in any manner without Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed provided that, as a result of such settlement, Indemnitee shall suffer no (i) financial obligation, or (ii) limitation on Indemnitee’s exercise of his business or professional activities unless Indemnitee has consented in writing to such limitation.

7. Non-Exclusivity. The rights of Indemnitee under this Agreement shall be in addition to any other rights Indemnitee may have under applicable law, the Company’s articles of incorporation, bylaws, other written agreement between the Company and Indemnitee, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s articles of incorporation, bylaws, this Agreement or any other written agreement be tween the Company and Indemnitee, it is the intent of the parties that Indemnitee enjoy the greater benefits so afforded by such change.

8. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ or officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

9. Claims Against Indemnitee. No legal action shall be brought and no claim shall be asserted by or on behalf of the Company or any Affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives unless notice of such claim is given to Indemnitee within a reasonable time (not to exceed three months) after any senior manager of the Company or an Affiliate becomes aware of such claim, but in no event shall suit on such claim be commenced by the Company or any Affiliate more than one yea r after notice of such claim has been given to Indemnitee unless a longer period is required by federal or state law with respect to such claim. Nothing in this Section is intended as an agreement to lengthen or extend any statute of limitation or statute of repose.

10. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding on the parties unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy under this Agreement shall constitute a waiver of any suc h right or remedy.

11. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder.

12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns, including, without limitation, any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, subst antially all, or a substantial part, of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve in any capacity described in Recital D above.

13. Severability. If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction (as to which all rights of appeal therefrom have been exhausted or have lapsed) to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise un enforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable.

14. Governing Law; and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida applicable to contracts made and to be performed in such State without giving effect to the principles of conflicts of laws. Any litigation arising out of or relating to this Agreement may be brought solely in the courts of the State of Florida, in Hillsborough County or Pinellas County, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida, Tampa Division, and each of the parties waives any objection it may have to venue or to convenience of forum as to such courts.

15. Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, by reputable overnight or courier service, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed:

if to the Company at:

Raymond James Financial, Inc.

880 Carillon Parkway

St. Petersburg, Florida 33716

Attn: Legal Department

-or-

if to Indemnitee at:

_______________________

Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been given and received on the date of delivery or on the third business day after mailing.

The parties have duly executed and delivered this Agreement as of the day specified above.

Company:	Raymond James Financial, Inc., a Florida corporation By:________________________________________ Printed Name:_________________________________ Title:________________________________________
Indemnitee:	_____________________________________________ Printed Name: ________________________________

EX-99.1A CHARTER 10 exhibit99_a.htm CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

As Revised by the Board of Directors on November 30, 2004

CHARTER OF THE AUDIT COMMITTEE OF THE

BOARD OF DIRECTORS

1. Mission Statement

The Audit Committee serves as the principal agent of the Board of Directors in fulfilling the Board's oversight responsibilities with respect to the integrity of the Company's financial reporting, the independent auditor's qualifications and independence, the Company's systems of internal controls, the functioning of the Company's Internal Audit Department and the Company's procedures for establishing compliance with legal and regulatory requirements.

2. Responsibilities and Duties

The Committee's responsibility is oversight, and it recognizes that the Company's management is responsible for preparing the Company's financial statements. Additionally, the Committee recognizes that financial management (including the internal audit staff), as well as the independent accountants, have more knowledge of accounting and auditing requirements and more detailed information about the Company than do the members of the Committee; consequently, in carrying out its oversight responsibilities the Committee is not providing any expert or special assurance as to the Company's financial statements or any professional certification as to the independent accountants' work.

3. Membership

The Audit Committee (the Committee) shall be comprised of at least three independent directors (in accordance with the independence standards adopted from time to time by the NYSE and SEC). The members of the Committee shall be appointed by the Board of Directors upon the recommendation of the Corporate Governance Committee and shall be persons who are financially literate, in the judgment of the Board of Directors. At least one of the members of the Committee shall be a person who, in the judgment of the Board of Directors, has accounting or financial management expertise. At least one of the members of the Committee shall be a person who, in the judgment of the Board of Directors, is qualified to serve as an audit committee financial expert under NYSE and SEC rule s.

4. Meetings and Discussions

Generally, the Audit Committee shall hold formal meetings prior to each quarterly meeting of the Board of Directors and telephone meetings with the Company's Chief Financial Officer and the independent accountants prior to the release of quarterly financial results. Additional meetings, either in person or by telephone, may be held from time to time as determined by the Chair of the Committee. In addition, members of the Audit Committee are free to contact members of management including financial managers, compliance managers, the Director of Internal Audit, the Senior Vice President for Risk Management, the Company's internal and outside counsel and the Company's independent accountants whenever they consider appropriate; the Committee may request reports or prese ntations at Committee Meetings from any of these individuals. The Committee shall meet periodically with senior management responsible for the Company's financial reporting.

5. Financial Reporting Oversight; Relationship with Company's

Independent Accountants

a. The Company's independent accountants are ultimately accountable to the Board of Directors, as representative of the Company's shareholders. The Audit Committee exercises the responsibility of the Board of Directors in that oversight role.

b. The Audit Committee shall be directly responsible for the appointment, compensation and oversight of the work of the independent accountants employed by the Company (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. In that connection, the independent accountants shall report directly to the Audit Committee and the Committee shall determine appropriate funding for payment of compensation to the Company's independent accountants..

c. In connection with the appointment and reappointment of the independent accountants, the Committee shall review their independence and obtain written disclosures from them regarding all relationships with the Company that could affect their independence. In that connection at least annually the Committee shall obtain and review a report by the independent accountants describing: the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five ye ars, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess their independence) all relationships between the independent accountants and the company.

d. The Audit Committee shall approve in advance any audit and non-audit services, including tax services, to be performed for the Company by its independent accountants, except for services that were not recognized at the time of the engagement to be non-audit services and for which the compensation does not exceed 5% of the total revenues paid to the independent accountants by the Company during the fiscal year; provided, however, that such "de minimis" services are approved by the Audit Committee or one or more members to whom authority has been granted to make such approval prior to completion of the audit. In that connection, the Committee shall receive from the independent accountants, at least annually, a written statement setting out all relationships between them and the Company and the fees paid for those services.

e. The Committee shall meet with the independent accountants on a regular basis, as it determines appropriate. At least once a year, the Committee shall meet with representatives of the independent accountants without the presence of management representatives.

f. The Committee, or one of its members, shall meet with the representatives of the independent accountants prior to commencement of the annual audit in order to review the audit scope and approach, and any specific areas of risk that the auditors propose to focus on.

g. Following conclusion of the year-end audit, but prior to release of the financial statements, the Committee, or one of its members, shall discuss with representatives of the independent accountants the financial statements and the results of the audit, including any disagreements with management regarding audit scope or accounting presentation.

h. Prior to release of the financial results for each quarter and the fiscal year the Committee, or one of its members, shall review them with management and representatives of the independent accountants, and shall review with them the "Management's Discussion and Analysis" section of the Company's filings with the SEC.

i. At least annually, the Committee shall review with representatives of the independent accountants their judgments concerning the quality of the Company's accounting principles as reflected in its financial reporting, whether those principles are consistent with industry standards or represent minority positions, and the clarity of disclosure of information. The Committee shall also review with the independent accountants their views regarding any significant estimates made by management which are reflected in the financial statements.

In that connection, the Audit Committee shall review with the independent accountants:

(1) all critical accounting policies and practices to be used;

(2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accountants; and

(3) other material written communications between the independent accountants and the management of the Company, such as any management letter or schedule of unadjusted differences.

Based on the review and discussions described above, the Committee shall recommend to the Board of Directors whether the financial statements should be included in the Annual Report on Form 10-K.

j. At least annually, the Committee shall receive from the independent accountants a report of their recommendations to improve the Company's internal control structure and operational efficiency. The Committee shall obtain and review management's response to these recommendations.

k. The Committee shall approve in advance any proposed hiring by the Company of an employee or former employee of the Company's independent accountants.

6.	Oversight of the Internal Audit Department, Internal Controls and Risk Management

a. The Committee shall have oversight responsibility with respect to the Company's Internal Audit Department. In that connection, the Committee shall maintain regular contact with the Director of Internal Audit and meet with her/him at least once a year without the presence of management representatives.

b. The Committee shall receive and review reports from the Internal Audit Department with respect to the results of audits undertaken and management's response to recommendations from the Department. The Committee shall have the authority to direct the Internal Audit Department to undertake specific projects, including review of specific departments of the Company.

c. The Committee shall receive regular reports from the Senior Vice President for Risk Management and review periodically the Company's policies with respect to risk assessment and risk management.

d. The director of internal audit and Senior Vice President for Risk Management shall have access to the members of the Audit Committee on a direct basis as necessary, and shall attend meetings of the Committee as requested by the Committee.

7. Oversight of the Compliance Departments of Major Subsidiaries and Divisions, and Legal and Regulatory Matters.

a. The Committee shall receive reports from the Company's General Counsel regarding activities of the compliance directors of the broker-dealers and major subsidiaries and divisions of the Company. At least once a year, the compliance directors shall submit reports to the Committee on activities undertaken during the year, any regulatory problems encountered and regulatory issues that may affect the C ompany in the future.

b. The Committee shall receive regular reports from the Company's General Counsel regarding material legal and regulatory matters.

8. Other Responsibilities

a. The Committee shall establish and review procedures for:

(1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

(2) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

b. At least annually, the Committee shall receive reports from Senior Financial Officers of the Company regarding their compliance with the code of ethics for Senior Financial Officers. The Committee shall report material violations of the Code of Ethics that are brought to their attention to the Board of Directors with a recommendation for appropriate action.

c. At least annually, the Committee shall review with the Company's Chief Executive Officer and Chief Financial Officer the certifications they sign in SEC reports regarding the Company's disclosure controls, the design and operation of the Company's internal controls and any material weaknesses they have identified, or any fraud involving management or other employees they have identified during the course of their review of the Company's controls.

d. The Committee shall prepare an annual report to be included in the Company's annual proxy statement to shareholders.

9. General

a. In exercising its oversight responsibility, the Committee shall have access to members of management and may inquire into any issues that it considers to be of material concern to the Committee or the Board of Directors.

b. The Committee shall have authority to conduct or authorize investigations into any matters within its scope of responsibilities and to retain advisers, including counsel and other professionals, to assist in the conduct of any investigation and determine their compensation.

c. The Committee shall report regularly to the Board of Directors with respect to its activities.

d. The Committee shall review this charter annually and make changes as it considers appropriate.

e. The Committee shall participate in an annual performance evaluation of its activities by the Board of Directors.

EX-32 11 exhibit32.htm 906 CERTIFICATION 906 CERTIFICATION

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

We hereby certify to the best of our knowledge that the Annual Report on Form 10-K of Raymond James Financial Inc. for the year ended September 24, 2004 containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Thomas A. James
	Thomas A. James
	Chief Executive Officer


	/s/ Jeffrey P. Julien
	Jeffrey P. Julien
	Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

Florida		No. 59-1517485
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

880 Carillon Parkway, St. Petersburg, Florida		33716
(Address of principal executive offices)		(Zip Code)

Title of each class		Name of each exchange on which registered
Common Stock, $.01 Par Value		New York Stock Exchange

	RAYMOND JAMES FINANCIAL, INC. TABLE OF CONTENTS
		Page
PART I

Item 1	Business	2
Item 2	Properties	13
Item 3	Legal Proceedings	13
Item 4	Submission of Matters to a Vote of Security Holders	13

PART II

Item 5	Market for Registrant's Common Stock and Related Shareholder Matters	14
Item 6	Selected Financial Data	15
Item 7	Management's Discussion and Analysis of Results of Operations and Financial Condition	16
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	30
Item 8	Financial Statements and Supplementary Data	36
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	65
Item 9A	Controls and Procedures	65

PART III

Item 10	Directors and Executive Officers of the Registrant	65
Item 11	Executive Compensation	66
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	66
Item 13	Certain Relationships and Related Transactions	66
Item 14	Principal Accounting Fees and Services	66

PART IV

Item 15	Exhibits, Financial Statement Schedules and Reports on Form 8-K	66


	Sept. 24,	*% of*	Sept. 26,	*% of*	Sept. 27,	*% of*
	2004	*Total*	2003	*Total*	2002	*Total*
	($ in 000's)

Listed equity	$ 154,374	15%	$ 126,410	16%	$ 115,847	15%
OTC equities	68,223	7%	46,099	6%	50,164	6%
Fixed income *	49,075	5%	53,834	6%	43,978	6%
Mutual funds	228,001	22%	179,119	22%	195,919	25%
Asset management	251,967	25%	170,625	21%	179,658	23%
Insurance and annuity products	212,747	21%	191,283	24%	177,686	23%
UW sales credits	51,614	5%	39,539	5%	17,573	2%
Other	-	0%	-	0%	426	0%
Total Private Client Group commissions and fees	$1,016,001	100%	$ 806,909	100%	$ 781,251	100%

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Securities registered pursuant to Section 12(g) of the Act:	None
	(Title of class)

	2004		2003
	High	Low	High	Low
First Quarter	$ 27.54	$ 23.83	$21.97	$15.39
Second Quarter	26.78	22.85	21.69	15.18
Third Quarter	26.53	23.93	23.11	17.06
Fourth Quarter	26.66	21.77	25.65	21.57

	Year Ended
	Sept. 24,	Sept. 26,	Sept. 27,	Sept. 28,	Sept. 29,
	2004	2003	2002	2001 (ii)	2000 (i)
	(in 000's, except per share data)
Operating Results:

Gross revenues	$1,829,776	$1,497,571	$1,517,423	$1,670,990	$1,707,441
Net revenues	$1,781,259	$1,451,960	$1,441,088	$1,442,639	$1,478,789
Net income	$ 127,575	$ 86,317	$ 79,303	$ 96,410	$ 125,195
Net income per
Share - basic: *	$ 1.74	$ 1.19	$ 1.09	$ 1.35	$ 1.80
Net income per
Share - diluted: *	$ 1.72	$ 1.17	$ 1.07	$ 1.32	$ 1.78

Weighted average
Common shares
Outstanding - basic: *	73,395	72,824	73,011	71,495	69,437
Weighted average common and common
equivalent shares
outstanding - diluted: *	74,402	73,749	74,444	73,199	70,301


Cash dividends declared
per share *	$ .28	$ .24	$ .24	$ .24	$ .20

Financial Condition:

Total assets	$7,617,457	$6,911,638	$6,040,303	$6,372,054	$6,308,816
Long-term debt	$ 129,973	$ 167,013	$ 147,153	$ 147,879	$ 98,555

Shareholders' equity	$ 1,065,213	$ 924,735	$ 839,636	$ 770,876	$ 650,518
Shares outstanding *	73,846	72,765	73,011	72,321	69,431

Equity per share *
at end of period	$ 14.42	$ 12.71	$ 11.50	$ 10.66	$ 9.37

	Year Ended
	September 24,	September 26,	September 27,
	2004	2003	2002
	(in 000's)
Total Company
Revenues	$ 1,829,776	$ 1,497,571	$ 1,517,423
Pre-tax earnings	204,121	138,275	131,516

Private Client Group
Revenues	1,223,458	994,815	991,158
Pre-tax earnings	109,743	73,440	72,494

Capital Markets
Revenues	400,787	330,966	332,346
Pre-tax earnings	57,910	37,532	38,032

Asset Management
Revenues	148,160	123,647	129,731
Pre-tax earnings	27,875	18,730	20,257

RJBank
Revenues	28,104	28,699	31,056
Pre-tax earnings	8,824	10,182	7,188

Other
Revenues	29,267	19,444	33,132
Pre-tax earnings (loss)	(231)	(1,609)	(6,455)

	Year Ended
	September 24, 2004	September 26, 2003	September 27, 2002
	($ in 000's)
Interest Revenue
Margin balances:
Average balance	$ 1,006,007	$ 887,376	$ 978,163
Average rate	4.0%	4.1%	4.8%
Interest revenue - margin balances	39,750	36,614	46,854

Assets segregated pursuant to federal regulations:
Average balance	2,288,593	2,244,959	1,981,562
Average rate	1.1%	1.2%	1.8%
Interest revenue - segregated assets	24,832	27,164	36,172

Stock borrowed:
Average balance	1,291,636	908,275	1,246,681
Average rate	1.1%	1.2%	1.7%
Interest revenue - stock borrowed	14,625	10,531	21,386

Raymond James Bank, FSB interest income	27,318	26,743	29,837
Other interest revenue	28,239	26,655	25,554

Total interest revenue	$ 134,764	$ 127,707	$ 159,803

Interest Expense
Client interest program:
Average balance	$ 2,715,667	$2,667,517	$2,522,479
Average rate	0.4%	0.6%	1.3%
Interest expense - client interest program	11,659	15,685	33,977

Stock loaned:
Average balance	1,387,818	954,394	1,343,782
Average rate	0.9%	0.9%	1.4%
Interest expense - stock loaned	12,406	8,817	19,311

Raymond James Bank, FSB interest expense	9,863	10,469	15,859
Other interest expense	14,589	10,640	7,188

Total interest expense	$ 48,517	$ 45,611	$ 76,335
Net interest income	$ 86,247	$ 82,096	$ 83,468

	Year Ended
	September 24,	*% Incr.*	September 26,	*% Incr.*	September 27,
	2004	*(Decr.)*	2003	*(Decr.)*	2002
	($ in 000's)
Revenues:
Securities commissions and fees	$ 1,016,001	25%	$ 811,655	1%	$ 803,160
Interest	74,839	3%	72,371	(21%)	91,371
Financial service fees	74,076	10%	67,172	12%	59,716
Other	58,542	34%	43,617	18%	36,911
Total revenue	1,223,458	23%	994,815	0%	991,158

Interest expense	13,730	(16%)	16,375	(49%)	32,067

Net revenues	1,209,728	24%	978,440	2%	959,091

Non-interest expenses:
Sales commissions	735,194	27%	578,786	2%	565,125
Admin & incentive comp and benefit costs	187,469	16%	161,784	4%	155,018
Communications and information processing	39,968	5%	37,978	(12%)	43,390
Occupancy and equipment	48,685	14%	42,637	2%	41,790
Business development	37,798	19%	31,707	2%	31,093
Clearance and other	50,871	(2%)	52,108	4%	50,181

Total non-interest expenses	1,099,985	22%	905,000	2%	886,597
Pre-tax earnings	$ 109,743	49%	$ 73,440	1%	$ 72,494

	For the Years Ended
	September 24,	*% Incr.*	September 26,	*% Incr.*	September 27,
	2004	*(Decr.)*	2003	*(Decr.)*	2002
	($ in 000's)
Interest income and expense
Interest income	$ 27,318	2%	$ 26,743	(10%)	$ 29,837
Interest expense	9,863	(6%)	10,469	(34%)	15,859
Net interest income	17,455	7%	16,274	16%	13,978

Other income	786	(60%)	1,956	60%	1,219
Net revenues	18,241	0%	18,230	20%	15,197

Non-interest expense
Employee compensation and benefits	4,686	11%	4,237	16%	3,650
Communications and information processing	758	55%	488	(15%)	575
Occupancy and equipment	347	(18%)	422	(8%)	459
Other	3,626	25%	2,901	(13%)	3,325
Total non-interest expense	9,417	17%	8,048	0%	8,009
Pre-tax earnings	$ 8,824	(13%)	$ 10,182	42%	$ 7,188

	September 24, 2004
	Financial Instruments Owned	Financial Instruments Sold but not yet Purchased
	(in 000’s)
Trading account securities:
Cash trading instruments	$ 315,294	$ 113,355
Derivative contracts	14,567	8,926
Available for sale securities	208,022	-
Total	$ 537,883	$ 122,281

	September 24, 2004
	Financial Instruments Owned	Financial Instruments Sold but not yet Purchased
	(in 000’s)
Fair value based on quoted prices and independent sources	$ 506,323	$ 122,281
Fair value determined by Management	31,560	-
Total	$ 537,883	$ 122,281

	Total	2005	2006	2007	2008	2009	Thereafter
Long-term debt	$ 132,276	$ 2,303	$ 2,438	$ 2,580	$ 7,731	$ 2,891	$114,333
Short-term debt	4,117	4,117	-	-	-	-	-
Operating leases	77,219	20,126	16,921	14,146	10,083	6,179	9,764
Investments - private equity partnerships⁽¹⁾	11,600	11,600	-	-	-	-	-
Certificates of deposit	140,981	61,351	23,831	10,987	16,990	27,822	-
Commitments to extend credit - RJBank⁽²⁾	225,134	225,134	-	-	-	-	-
Naming rights for Raymond James Stadium	19,447	2,802	2,914	3,031	3,152	3,278	4,270
Total	$ 610,774	$ 327,433	$ 46,104	$ 30,744	$ 37,956	$ 40,170	$128,367

	September 24, 2004		September 26, 2003
		Securities		Securities
		Sold but		Sold but
	Trading	Not yet	Trading	Not yet
	Securities	Purchased	Securities	Purchased
	(in 000's)
Marketable:
Municipal	$ 192,099	-	$ 97,225	$ 5
Corporate	26,216	3,522	15,728	598
Government	52,335	66,073	24,947	29,008
Total debt securities	270,650	69,595	137,900	29,611

Equity & other securities	59,211	52,686	44,047	41,820
Total	$329,861	$122,281	$181,947	$ 71,431

RJBank Financial Instruments with Market Risk:
	September 24, 2004	September 30, 2003
	(in 000's)
Debt securities:
Mortgage-backed securities	$ 213,401	$ 241,211
Municipal obligations	41	90
Total debt securities	213,442	241,301

Loans available for sale	694	1,038

Equity securities	5,260	3,484

Total assets with market risk	$ 219,396	$ 245,823


Certificates of deposit	140,980	105,888
Federal home loan bank advances	60,000	60,000

Total liabilities with market risk	$ 200,980	$ 165,888

	Highest Daily VaR	Lowest Daily VaR	Daily Averages
VaR	$ 1,160,000	$ 235,000	$ 642,000
Portfolio value (net)	$ 178,823,000	$ 72,590,000	$ 105,695,000
VaR as a percent of portfolio value	0.65%	0.32%	0.64%


	Common Stock		Exchangeable Shares		Additional		Other	Treasury Stock		Total
					Paid-in	Retained	Comprehensive	Common		Shareholders'
	Shares	Amount	Shares	Amount	Capital	Earnings	Income	Shares	AAAAmount aAAA	Equity
Balances at September 26, 2001	48,998	$ 490	219	$ 6,423	$ 67,464	$ 721,183	$ (6,881)	(1,002)	$ (17,803)	$ 770,876
Net income fiscal 2002						79,303				79,303
Cash dividends - common stock
($.36 per share)						(18,508)				(18,508)
Purchase of treasury shares								(359)	(9,147)	(9,147)
Exchangeable shares			(47)	$ (1,366)	500			47	866	-
Employee stock purchases					1,390			208	4,058	5,448
Exercise of stock options					(1,805)			462	8,396	6,591
Grant of restricted shares					2,251			148	2,711	4,962
Non-qualified option expense					2,390					2,390
Tax benefit related to non-qualified
option exercises					997					997
Net unrealized gain on securities
available for sale, net of tax							22			22
Net unrealized (loss) on interest
rate swaps accounted for as hedges							(555)			(555)
Net change in currency translations							(2,743)			(2,743)
Balances at September 27, 2002	48,998	$ 490	172	$ 5,057	$ 73,187	$ 781,978	$ (10,157)	(496)	$ (10,919)	$ 839,636

Net income fiscal 2003						86,317				86,317
Cash dividends - common stock
($.36 per share)						(17,639)				(17,639)
Purchase of treasury shares								(1,445)	(35,964)	(35,964)
Exchangeable shares	243	2	47	$ 1,393	7,139					8,534
Employee stock purchases	175	2			4,430			34	750	5,182
Exercise of stock options	275	3			6,137			334	7,367	13,507
Grant of restricted shares					1,092			172	3,996	5,088
Non-qualified option expense					8,913					8,913
Tax benefit related to non-qualified
option exercises					400					400
Net unrealized loss on securities
available for sale, net of tax							(231)			(231)
Net unrealized gain on interest
rate swaps accounted for as hedges							1,575			1,575
Net change in currency translations							9,417			9,417
Balances at September 26, 2003	49,691	$ 497	219	$ 6,450	$ 101,298	$ 850,656	$ 604	(1,401)	$ (34,770)	$ 924,735

Net income fiscal 2004						127,575				127,575
Cash dividends - common stock
($.36 per share)						(20,664)				(20,664)
Purchase of treasury shares								(84)	(1,955)	(1,955)
Exchangeable shares	36	-	(36)	$ (957)	957
3-for-2 stock split	25,002	250	102			(250)		(593)
Employee stock purchases	274	3			7,096					7,099
Exercise of stock options	319	3			5,247			106	2,271	7,521
Grant of restricted shares					2,432			211	4,824	7,256
Non-qualified option expense					10,375					10,375
Net unrealized loss on securities
available for sale, net of tax							(112)			(112)
Net unrealized gain on interest
rate swaps accounted for as hedges							2,184			2,184
Net change in currency translations							1,199			1,199
Balances at September 24, 2004	75,322	$ 753	285	$ 5,493	$ 127,405	$957,317	$ 3,875	(1,761)	$ (29,630)	$1,065,213

	September 24, 2004	September 26, 2003
	(in 000's)

Client receivables - gross ⁽¹⁾	$ 1,973,632	$ 1,661,032
Allowance for loan losses and doubtful accounts	(12,079)	(8,814)
Client receivables - net	$ 1,961,553	$ 1,652,218

		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Market
	Cost	Gains	Losses	Value
	(in 000's)

Mortgage-backed securities	$ 207,804	$ 428	$(273)	$207,960
Municipal bonds	40	1	-	41
Other	3	-	18	21
	$ 207,847	$ 429	$(255)	$208,022

	Less than 12 months		12 months or more		Total
	Estimated		Estimated		Estimated
	market	Unrealized	market	Unrealized	market	Unrealized
	value	losses	value	losses	value	losses
Mortgage backed
securities	$27,631,210	(110,295)	$18,422,445	(16,233)	$46,053,655	(126,528)
Collateralized
mortgage obligations	-	-	6,440,153	(146,099)	6,440,153	(146,099)
Total temporarily
impaired
securities	$27,631,210	(110,295)	$24,862,598	(162,332)	$52,493,808	(272,627)

2006	2,438
2007	2,580
2008	7,731
2009	2,891
2010 and thereafter	114,333
Total	$129,973

Sources of collateral (in 000's):
Securities purchased under agreements to resell	$ 57,082
Securities received in securities borrowed vs. cash transactions	1,536,879
Collateral received in margin loans	1,365,411
Total	$2,959,372

Uses of collateral and trading securities (in 000's):
Securities purchased under agreements to resell	$ 57,082
Securities received in securities borrowed vs. cash transactions	1,536,879
Collateral received in margin loans	242,150
Total	$1,836,111

	Number of	Average
	Shares Purchased ⁽¹⁾	Price Per Share

July	-	-
August	75,000	$22.41
September	-	-
Total	75,000	$22.41

	Year ended
	September 24,	September 26,	September 27,
	2004	2003	2002
	(in 000's except per share data)

Net income, as reported	$ 127,575	$ 86,317	$ 79,303
Add: Stock-based employee compensation
expense included in reported net income	16,159	6,950	-

Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards	(16,159)	(6,950)	(3,967)
Pro forma net income	$ 127,575	$ 86,317	$ 75,336

Earnings per share:
Basic - as reported	$ 1.74	$ 1.78	$ 1.63

Basic - pro forma	$ 1.74	$ 1.78	$ 1.55

Diluted - as reported	$ 1.72	$ 1.76	$ 1.60

Diluted - pro forma	$ 1.72	$ 1.76	$ 1.52

	Options Outstanding			Options Exercisable

Range of	Number	Weighted	Weighted	Number	Weighted
Exercise	Outstanding	Average	Average	Exercisable	Average
Prices	at 9/24/04	Remaining	Exercise	at 9/24/04	Exercise
		Contractual	Price		Price
		Life
$ 0.0000 - 7.6800	0	0.0	$ 0.00	0	$ 0.00
$ 7.6801 - 10.2400	6,875	0.3	8.41	6,875	8.41
$10.2401 - 12.8000	374,550	1.1	12.56	42,750	12.29
$12.8001 - 15.3600	473,569	0.6	13.76	291,154	13.82
$15.3601 - 17.9200	276,775	3.1	17.30	39,032	17.62
$17.9201 - 20.4800	435,920	3.5	19.05	45,336	19.58
$20.4801 - 23.0400	1,706,843	2.5	21.27	8,850	21.05
$23.0401 - 25.6000	2,154,523	3.9	24.64	146,250	23.68
	5,429,055	2.9	$20.95	580,247	$16.94

					To be well capitalized
			Requirement for capital		under prompt
			adequacy		corrective action
	Actual		purposes		provisions
	Amount	Ratio	Amount	Ratio	Amount	Ratio
	(in 000's)
As of September 30, 2004:
Total capital (to
risk-weighted assets)	$ 84,278	15.1%	$ 44,666	8.0%	$ 55,832	10.0%
Tier I capital (to
risk-weighted assets)	77,299	13.8%	22,333	4.0%	33,499	6.0%
Tier I capital (to
average assets)	77,299	8.0%	38,468	4.0%	48,084	5.0%

As of September 30, 2003:
Total capital (to
risk-weighted assets)	$ 77,291	16.8%	$ 36,756	8.0%	$ 45,945	10.0%
Tier I capital (to
risk-weighted assets)	72,182	15.7%	18,378	4.0%	27,567	6.0%
Tier I capital (to
average assets)	72,182	7.9%	36,556	4.0%	45,695	5.0%

2004	1st Qtr.	2nd Qtr.	3rd Qtr.	4th Qtr.
	(In 000's, except per share data)

Revenues	$ 424,660	$ 491,373	$ 451,535	$ 462,209
Net Revenues	413,987	480,448	440,111	446,713
Non-Interest expenses	375,032	413,541	392,397	396,169
Income before income taxes	38,955	66,907	47,714	50,544
Net income⁽¹⁾	24,230	43,068	29,613	30,664
Net income per share - basic	.33	.59	.40	.42
Net income per share - diluted⁽¹⁾	.33	.58	.40	.41
Dividends declared per share	.06	.06	.07	.07

2003	1st Qtr.	2nd Qtr.	3rd Qtr.	4th Qtr.
	(In 000's, except per share data)

Revenues	$ 344,608	$ 350,497	$ 389,767	$ 412,699
Net Revenues	331,395	339,819	377,991	402,756
Non-interest expenses	308,030	315,548	339,847	350,261
Income before income taxes⁽¹⁾	23,365	24,271	38,144	52,495
Net income	14,428	15,194	23,562	33,134
Net income per share - basic	.20	.21	.33	.46
Net income per share - diluted	.19	.21	.32	.45
Dividends declared per share	.06	.06	.06	.06

Jennifer C. Ackart	40	Controller and Chief Accounting Officer

Barry S. Augenbraun	65	Senior Vice President and Corporate Secretary

Richard G. Averitt, III	59	Chairman and CEO - Raymond James Financial Services, Inc

Tim Eitel	55	Chief Information Officer - Raymond James & Associates

Jeffrey P. Julien	48	Senior Vice President - Finance and Chief Financial Officer, Director and/or officer of several RJF subsidiaries

Paul L. Matecki	49	General Counsel, Director of Compliance - RJF

Richard K. Riess	55	Executive Vice President - RJF,
		CEO and Director of both Eagle and Heritage

Van C. Sayler	49	Senior Vice President - Fixed Income, Raymond James & Associates

Thomas R. Tremaine	48	Executive Vice President - Operations and Administration, Raymond James & Associates

Jeffrey E. Trocin	45	Executive Vice President - Equity Capital Markets, Raymond James & Associates

Dennis W. Zank	50	President - Raymond James & Associates

1. Financial Statements	PAGE(S)

Report Of Independent Registered Public Accounting Firm	36

Consolidated Statement of Financial Condition as of September 24, 2004 and September 26, 2003	37

Consolidated Statement of Operations and Comprehensive Income for the Three Years Ended
September 24, 2004	38

Consolidated Statement of Changes in Shareholders' Equity for the Three Years Ended
September 24, 2004	39

Consolidated Statement of Cash Flows for the Three Years Ended September 24, 2004	40

Notes to Consolidated Financial Statements	42

3. Exhibits