Press Release

January 26, 2012

RAYMOND JAMES AND MORGAN KEEGAN MANAGEMENT
OFFER RETENTION TO MORGAN KEEGAN ADVISORS

ST. PETERSBURG, Fla. – As expected, details of proposed retention packages were delivered to eligible Morgan Keegan advisors Wednesday in letters signed by the Raymond James and Morgan Keegan Private Client Group leadership teams.  

“The range of advisors receiving these retention award offers is considerably wider than industry norms,” stated Raymond James COO Dennis Zank, who is leading the integration effort for the firm. “We are offering five graduated levels of awards based on annual production, beginning with advisors whose trailing 12-month production is at least $300,000.

“We believe that the retention being offered to Morgan Keegan advisors is similar to retention offers in recent industry transactions of this type. While industry norms suggest that retention offers are made only to advisors with more than $500,000 in production, Raymond James and Morgan Keegan managements have determined to offer retention to advisors with $300,000 or more in gross production,” stated Zank.

“We are hopeful each and every one of the Morgan Keegan advisors will choose to stay and together help us create a firm that truly lives up to the promise of being the premier alternative to Wall Street,” added Tash Elwyn, president of Raymond James & Associates. “We value their loyalty and appreciate that this loyalty helped make Morgan Keegan the successful and well-respected company it is today.”

In addition to the cash award – a part of which may be taken in restricted stock units of Raymond James Financial at the financial advisor’s discretion – the advisors will be eligible, as employees, to participate in Raymond James’ industry-leading benefits program. These include profit sharing, employee stock ownership, 401(k) and stock purchase plans and, for advisors who qualify for recognition clubs, additional stock option awards, a long-term incentive plan and retention bonus programs.

The awards will be paid within two weeks of the transaction closing date. We expect the closing will occur on or about April 1, 2012, subject to normal regulatory approvals. The retention period is seven years with vesting beginning at the end of year two.

“We believe the advisors will value the culture at Raymond James – one that is advisor-centric yet client-focused – as highly as the retention packages,” stated Elwyn. “I am confident they will also recognize the investments we make in advisors’ professional development and long-term success, evidenced by recent recognition of Raymond James in various industry publications as top ranked in financial advisor satisfaction.

“The loyalty these advisors have demonstrated during what must have been an excruciatingly stressful period is a testament to their character, their dedication to clients and the importance they place on being a part of a firm that is like family.”

Raymond James is not publishing the details of the award packages, as the firm considers that information private and for disclosure only by management to eligible advisors.

“We believe the Morgan Keegan advisors will carefully weigh their options, consider the financial strength, character and long-term success of Raymond James, and make the choice that is in the best interests of their clients and each respective advisor’s practice,” added Zank.

On Monday and Tuesday, January 30 and 31, more than 75 of the top advisors and management from Morgan Keegan will be visiting the Raymond James Financial headquarters in St. Petersburg and meeting with both senior leadership and managers of key advisor support areas. The visit will be very similar to the one made recently by Morgan Keegan branch managers and will be followed in early February by two more groups totaling approximately 300-400 Morgan Keegan advisors.

About Raymond James Financial, Inc.
Raymond James Financial (NYSE-RJF) is a Florida-based diversified holding company providing financial services to individuals, corporations and municipalities through its subsidiary companies. Its three principal wholly owned broker/dealers, Raymond James & Associates, Raymond James Financial Services and Raymond James Ltd., have approximately 5,400 financial advisors serving 2 million accounts in 2,400 locations throughout the United States, Canada and overseas. In addition, total client assets are approximately $270 billion, of which approximately $35 billion are managed by the firm’s asset management subsidiaries.

To the extent that Raymond James makes or publishes forward-looking statements (regarding management expectations, strategic objectives, business prospects, anticipated expense savings, financial results, anticipated results of litigation and regulatory proceedings, and other similar matters), a variety of factors, many of which are beyond Raymond James’ control, could cause actual results and experiences to differ materially from the expectations and objectives expressed in these statements. These factors are described in Raymond James’ 2011 annual report on Form 10-K, which is available on RAYMONDJAMES.COM and SEC.GOV.

In addition to those factors, the following factors, among others, could cause actual results to differ materially from forward-looking or historical performance:  the possibility that regulatory and other approvals and conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that modifications to the terms of the transaction may be required to obtain or satisfy such approvals or conditions; changes in the anticipated timing for closing the transaction; difficulty integrating Raymond James’ and Morgan Keegan’s businesses or realizing the projected benefits of the transaction; the inability to sustain revenue and earnings growth; changes in the capital markets; and diversion of management time on transaction related issues.

For more information, please contact Steve Hollister at 727-567-2824.
Please visit the Raymond James Press Center at raymondjames.com/media.

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