Capital Accumulation Plan. Company and Executive agrees that [Section 5(g)(iii)] of the Company’s Capital Accumulation Plan (“CAP”) applies as of the Separation Date or earlier termination date.

"Purchase Date" means the specific Trading Day during an Accumulation Period on which Shares are purchased under the Plan in accordance with [Article IX]. For each Accumulation Period, the Purchase Date shall be the last Trading Day occurring in such Accumulation Period. The Administrator may, in its discretion, designate a different Purchase Date with respect to any Accumulation Period.

History, and Purpose and Amendment. Effective as of ​, Stifel, Nicolaus & Company, Incorporated (“the Company”) established the Stifel, Nicolaus & Company, Incorporated Deferred Compensation Plan. Effective as of ​, the Company established the Stifel, Nicolaus & Company, Incorporated Wealth Accumulation Plan For Administrative Associates. The Company amended and restated the prior plans in the form of the Stifel, Nicolaus & Company, Incorporated 2008 Wealth Accumulation Plan. The Company amended and restated the Plan by an instrument dated ​. The Company now wishes to amend and completely restate the Plan, renamed as the Stifel Financial Corp. Wealth Accumulation Plan.

You will be eligible to participate in the next calendar year phase of Medtronic’s Capital Accumulation Plan (“CAP”), subject to the terms of the CAP, which provides for the opportunity to defer a portion of calendar year ​ compensation. If desired, you may enroll in the 2020 CAP during the annual enrollment period held in ​.

Eligible Employees will be automatically enrolled in the Plan on the first day of each Accumulation Period. Any Eligible Employee may consent to enrollment in the Plan for an Accumulation Period by completing and signing an enrollment form (which authorizes payroll deductions during such Accumulation Period in accordance with [Section 8.1]) and submitting such enrollment form to the Company or the Participating Subsidiary on or before the Cut-Off Date specified by the Administrator. Payroll deductions pursuant to the enrollment form shall be effective as of the first payroll period with a pay day after the Enrollment Date for the Accumulation Period to which the enrollment form relates, and shall continue in effect until the earliest of:

(v) “Plan” means the Stifel Financial Corp. Wealth Accumulation Plan, as set forth in this document and as amended from time to time hereafter.

Participation in Benefit Plans. Place shall participate in any benefits to which he may be entitled under any group hospitalization, health, dental care, or sick-leave plan, life or other insurance or death benefit plan, travel or accident insurance, or contingent compensation plan, including, without limitation, capital accumulation or termination pay programs, retirement income or pension plan or programs of the Company for which other full-time employees are or shall become eligible during the period of employment under this Employment Agreement, and during any subsequent period for which he shall be entitled to receive payments from the Company under paragraph 7 below.

Capital Expenditures. Incur or make any Capital Expenditures, except:

If, after the date hereof, any Issuing Bank or any Lender determines that # any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or # compliance by such Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and liquidity requirements), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.