RAYMOND JAMES FINANCIAL, INC.
880 Carillon Parkway
St. Petersburg, Florida 33716
(727) 573-3800567-1000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

February 14, 200213, 2003

To the Shareholders of Raymond James Financial, Inc.:

     The Annual Meeting of Shareholders of Raymond James Financial, Inc. will be held at the Raymond James Financial Center, 880 Carillon Parkway, St. Petersburg, Florida, on Thursday, February 14, 200213, 2003 at 4:30 p.m. for the following purposes:

1.	To elect thirteeneight nominees to the Board of Directors of the Company.
2.	To ratify Incentive Compensation Criteria for certain of the Company's executive officers.
3.	To approveadopt the Raymond James Financial, IncentiveInc. 2003 Employee Stock OptionPurchase Plan, which authorizes the issuance of 2002.up to 1,500,000 shares of Common Stock, $.01 par value, of the Company for purchase by employees of the Company and its subsidiaries.
4.	To transact any other business as may properly come before the meeting.

     Shareholders of record as of the close of business on December 14, 200120, 2002 will be entitled to vote at this meeting or any adjournment thereof. Information relating to the matters to be considered and voted on at the Annual Meeting is set forth in the Proxy Statement accompanying this Notice.

PROXY STATEMENT

     This proxy statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Raymond James Financial, Inc. (the "Company") for the Annual Meeting of Shareholders to be held on February 14, 200213, 2003 at 4:30 p.m., or any adjournment thereof.

     If the accompanying proxy form is completed, signed and returned, the shares represented thereby will be voted at the meeting. Delivery of the proxy does not affect the right to vote in person should the shareholder attend the meeting. The shareholder may revoke the proxy at any time prior to the voting thereof.

     The affirmative vote of a majority of the shares of common stock represented at the meeting, either in person or by proxy, will be required for the election of any nominee, or the ratification or approval of any proposal or other business that may properly come before the meeting.

     A copy of the Company's Annual Report is being furnished to each shareholder together with this proxy statement. The cost of all proxy solicitation will be paid by the Company.

Internet Voting

     Most shareholders of record have a choice of voting over the internet, by telephone, or by using a traditional proxy card. Please check your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you.

Electronic Access to Proxy Materials and Annual Report

     This notice of Annual Meeting and Proxy Statement and the 20012002 Annual Report are available on our Internet site at http://www.raymondjames.com. If you are a shareholder of record and would like to view future proxy statements and annual reports over the Internet instead of receiving copies in the mail, follow the instructions provided when you vote over the Internet. If you hold your shares through a bank, broker, or other holder, check the information provided by that entity for instructions on how to elect to view future proxy statements and annual reportreports and vote your shares over the Internet. Opting to receive your proxy materials online saves us the cost of producing and mailing these materials to your home or office and gives you an automatic link to the proxy voting site.

SHAREHOLDERS ENTITLED TO VOTE
AND
PRINCIPAL SHAREHOLDERS

     Shareholders of record at the close of business on December 14, 200120, 2002 will be entitled to notice of, and to vote at, the Annual Meeting. At that date,As of December 20, 2002, there were 48,434,46748,791,800 shares of common stock outstanding and entitled to vote. Shareholders are entitled to one vote per share on all matters. All references to number of shares in this proxy statement have been adjusted to reflect all stock splits.

     The following table sets forth, information with respect to the common stock ownership of each person known by the Company to own beneficially more than 5% of the shares of the Company's common stock, and of all Executive Officers and Directors as a group:group as of December 20, 2002:

         (4)  As of December 14, 2001

PROPOSAL 1: ELECTION OF DIRECTORS

     ThirteenThe Company has determined to revise the structure of its Board of Directors to move toward a majority of independent outside directors. Accordingly, the size of the Board of Directors has been reduced to eight persons, and the nominees set forth below, consisting of four independent outside directors areand four management directors, represent the nominees presented by the Board of Directors for these positions. The Company intends to add one or more additional independent directors to the Board during fiscal 2003 and is attempting to identify suitable nominees; the size of the Board will be increased upon appointment of the additional director(s).

     The eight directors to be elected are to hold office until the Annual Meeting of Shareholders in 20032004 and until their respective successors shall have been elected. All of the nominees except Mr. Shields,with the exception of Chester B. Helck were elected by the shareholders on February 8, 2001,14, 2002, to serve as Directors of the Company until the Annual Meeting of Shareholders in 2002.2003. It is intended that proxies received will be voted to elect the nominees named below.

Should any nominee decline or be unable to accept such nomination to serve as a director due to events which are not presently anticipated, discretionary authority may be exercised to vote for a substitute nominee.

* A wholly-owned subsidiary of Raymond James Financial, Inc.

                    (4) Includes 420,335 shares owned by the Robert A. James Trust and 16,990 shares owned by the James' Grandchildren's Trust,
                           representing the shares to which Huntington A. James is a beneficiary.

     The Board of Directors held four regular meetings, including committee meetings, and one telephone meeting during fiscal 2001.2002. Each of the directors attended all of the regular meetings held during the year.year, except Dr. Marshall who missed one meeting.

     The current standing committees of the Board of Directors are the Audit Committee and the Compensation and Governance Committee. These two committeesThe Compensation committee met four timestwice and held one telephone meeting during the fiscal year ended September 28, 2001.27, 2002. Each member of these committees attended,this committee participated in person, all of the meetings held during the year except Mr. Hill who missed oneyear. The Audit Committee meeting.met four times and held four telephone meetings during the fiscal year ended September 27, 2002. Each member of this committee participated in all of the meetings held during the year. The activities of the Audit Committee are set out in theirits report below. The Compensation and Governance Committee reviews and approves the compensation to be paid to executive officers of the Company and its subsidiaries and performs certain duties prescribed by the Board with respect to employee benefit plans.

     Directors Marshall, Hill, Bulkley and Biever will receive a $14,000an $18,000 annual retainer, a $2,000$2,500 attendance fee for each regular meeting, $250 for each telephone meeting and a $500 attendance fee for Committee Service.

Outside Director Stock Options

     The Directors who are also employees of the Company have voted in favor of a non-qualified stock option plan for the Company's outside Directors covering 380,000 shares of the Company's common stock. These options, 29,25030,750 of which were outstanding at September 28, 2001,27, 2002, are exercisable at prices ranging from $10.74$18.44 to $36.94 at various times through February 2006.2007. Outside directors are generally granted 1,500 options per year.

Section 16(a) Beneficial Ownership Reporting Compliance

     J. Stephen Putnam,Harvard H. Hill, Jr., a Director, was late in filing a Form 4 Report with respect to the sale of 500 call options and purchase of 500 put options with respect to2,600 shares of RJF common stock owned by him in February 2001. In addition, Mr. Putnam did not file a Form 4 with respect to the purchase of 5,000 shares in Septemberbetween November 2001 nor did he report the purchase on his original Form 5. An amended Form 5 has since been filed.and March 2002.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

     The Audit Committee of the Board of Directors consists of three independent members of the Board. The Committee conducts its activities pursuant to a written charter approved by the Board of Directors. The Committee serves as the principal agent of the Board of Directors in fulfilling the Board's oversight responsibilities with respect to the Company's financial reporting, the Company's systems of internal controls and the Company's procedures for establishing compliance with regulatory requirements.

     ManagementAs contemplated by the provisions of the Sarbanes-Oxley Act of 2002 (the Act), in November 2002, the Board of Directors revised the Charter of the Audit Committee to provide that the Audit Committee is responsible for the Company's financial statementsappointment, compensation and oversight of the work of the independent accountants and must approve in advance any non-audit work to be performed by the independent accountants. In February 2002, prior to the passage of the Act, the Board of Directors and the financial reporting process, includingAudit Committee were advised of a state tax engagement to be performed by the Company's system of internal controls. The Company's independent accountants are responsible for performing an independent auditand, following passage of the Act, the Audit Committee approved a minor engagement relating to one of the Company's consolidatedemployee benefit plans. (See "Principal Auditing Firm's Fees" below). In addition, prior to the passage of the Act, Raymond James Ltd., the Company's Canadian subsidiary, retained the independent accountants to perform various tax services and a cost allocation project. The Audit Committee considered whether the provision of these services is compatible with maintaining the independence of the independent accountants. The Committee is developing criteria and procedures for the evaluation and approval of any non audit services that may be proposed for the current fiscal year.

     In addition to four regularly scheduled meetings during the course of the year, members of the Audit Committee held four telephone meetings to review with management and representatives of KPMG LLP the Company's quarterly financial statements in accordance with auditing standards generally accepted in the United States of America and issuing a report on the financial statements.results prior to release.

     Members of the Committee have reviewed and discussed the audit of the consolidated financial statements for fiscal 20012002 contained in the Company's Annual Report on Form 10-K with management and representatives of KPMG LLP, who reported on the consolidated financial statements. In addition, the Committee discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended. The Committee also discussed with them their independence from the Company and its management, including the matters in the written disclosures required by Independence Standard Board Standard No. 1, Independence Discussions with Audit Committees, and considered their independence in connection with any non-audit serviceservices provided.

     The Audit Committee also reviewed with KPMG:

                                        1. the critical accounting policies and practices followed by the Company;

     Based on the reviews and discussions referred to above, and in reliance on the representations of management and the auditors' report with respect to the financial statements, the Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended September 28, 2001,27, 2002, for filing with the Securities and Exchange Commission.

     Management is responsible for the Company's financial statements and the financial reporting process, including the Company's system of internal controls. The Company's independent accountants are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and issuing a report on the financial statements.

     The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent auditors. The Audit Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee's members in business, financial and accounting matters. In its oversight role, the Committee relies on the work and assurances of the Company's management, which has the primary responsibility for financial statements and reports, and of the independent auditors, who, in their report, express an opinion on the conformity of the Company's annual financial statements to generally accepted accounting principles.

COMPENSATION AND GOVERNANCE COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Overview and Philosophy

     The Compensation and Governance Committee (the "Committee") reviews corporate compensation and benefit plan policies, as well as the structure and amount of all compensation for executive officers of the Company. The Committee consists exclusively of outside directors of the Company and is chaired by Dr. Paul W. Marshall.Marshall (Chairman) and Harvard H. Hill, Jr.

     The Committee's goal is to establish and maintain compensation policies that will enable the Company to attract, motivate and retain high-quality executives and to ensure that their individual interests are aligned with the long-term interests of the Company and its shareholders. In doing so, individual performance, the compensation of executives of similar firms and the Company's financial results are considered.

     The Company's objectives are met through a compensation package which includes four major components - base salary, annual bonus (including restricted stock), stock option awards and retirement plans.

     The cash and restricted stock compensation components (base salary and annual bonus) are heavily weighted toward annual bonus. These bonuses are based on the attainment of performance goals, specifically the profits of an individual subsidiary/department or on the profits of the Company as a whole. These bonuses are based on formulas with a subjective portion. The emphasis on profit-based compensation serves two functions: it encourages executives to be conscious of the "bottom line" and it keeps the Company's base salary structure at a modest level, which is advantageous to the firm given the cyclical nature of the securities industry. ForIn fiscal 2000 the Company began issuing restricted shares of Company stock in lieu of cash for 10% to 20% of bonus amounts in excess of $250,000. These shares are issued at a 20% discount and are restricted from sale during a three year vesting period.

     The third component of the compensation package, incentive and non-qualified stock option awards, is designed, along with the restricted stock, to provide a direct link between the long-term interests of executives and shareholders. Options are granted every two years to key management employees. From time to time special awards may be granted when a uniquespecial situation exists, as inducements when employees are hired, or if job performance or a change in job duties warrants. In determining the number of shares to be granted in each situation the equivalent cash value of the options is taken into consideration. It is the Company's policy to maintain the number of outstanding options at less than ten percent of the Company's outstanding shares. During the past five years the number of outstanding options has represented between 5% and 7% of the Company's outstanding shares.

     The fourth component of the compensation package is Company contributions to various retirement plans, which are based on compensation levels and years of service. The Company maintains three qualified retirement plans: a profit sharing plan, an employee stock ownership plan and a 401(k) plan. Contributions to the profit sharing and employee stock ownership plans, if any, are dependent upon the overall profits of the Company. Since inception of the 401(k) plan in 1987, the Company has matched a portion of the first $1,000 contributed annually by employees to their 401(k) accounts. Effective January 1, 1994 theThe plan currently provides for the Company to match 100% of the first $500 and 50% of the next $500 of compensation deferred by each participant annually. These three plans are offered to all full-time employees who meet the length of service requirements (six months for the 401(k) plan and one year for the other two plans). The Company also maintains a non-qua lifiednon-qualified long term incentive plan. Eligibility of executive officers is restricted to those who meet certain compensation levels set annually by the Board of Directors. The vesting schedule of this plan is designed to encourage long-term employment with the firm. The Company has purchased and holds life insurance on the lives of those employees participating in the long term incentive plan, to provide a source of funds available to satisfy its obligations under these plans. Contributions to this plan on behalf of executive officers are also dependent upon the Company's earnings.

     In addition, the Company has an employee stock purchase plan which allows employees to purchase shares of the Company's common stock on four specified dates throughout the year at a 15% discount from the market value, subject to certain limitations including a one-year holding period. Finally, certain key employees of the Company participatehave participated in limited partnership arrangements in which the Company makes non-recourse loans to these employees for two thirds of the purchase price per unit. The loans, plus interest, are intended to be paid back from the earnings of the partnership. The partnerships, Raymond James Employee Investment Fund I, L.P. ("RJEIF I"), and Raymond James Employee Investment Fund II, LPL.P., are invested in several affiliated and unaffiliated venture capitalprivate equity limited partnerships and RJEIF I is invested in the merchant banking fund sponsored by the Company.partnerships.

Compensation of the Chief Executive Officer

     In keeping with the general compensation philosophy outlined above and with the freezing of salaries for all employees at the vice president and above levels, Mr. James' base salary for calendar 2003 will be $265,000, a 2.7% increase over his 2002 will remain the same $258,000 he received in 2001.and 2001 compensation. Mr. James' salary is subject to an annual review, as is true of all employees. It was last adjusted in November 2000, effective January 1, 2001.2001, prior to the Company freezing salaries for all employees at the vice president and above levels for calendar 2002.

     In determining the bonus offered to Mr. James for fiscal 20012002 the Committee considered many factors, including the following:

Compensation and Governance Committee

November 28, 200121, 2002

Dr. Paul W. Marshall, Chairman

Harvard H. Hill, Jr.

Several years ago, the Company adopted a policy of formalizing incentive compensation calculations for executive officers. This was done in consideration of the limitations on tax deductibility imposed under Section 162(m) of the Internal Revenue Code of 1986, as amended. Section 162(m) limits deductions for compensation in excess of $1 million per year by a public corporation to any one of its executive officers unless certain criteria are met. This rule requires that the incentive compensation be based on attainment of one or more performance goals and that the Company's shareholders approve both the performance goals and the formula used to calculate the payment amount.

The intention of the Compensation and Governance Committee remains that the executive officers be compensated on a basis consistent with prior years; i.e., for obtaining certain performance goals. It is the Company's practice that a portion of any formula-driven bonus amount can be withheld based on a subjective performance evaluation. The Committee considers the bonus formulas for executive officers each year. For purposes of determining incentive compensation for the executive officers for fiscal 2002,2003, the Committee has approved the executive bonus formulas described below. Discretionary amounts above those resulting from the formulas below may be awarded by the Committee. Should this occur, it will be disclosed in the proxy statement in the following year. Ten percent of bonus awards between $250,000 and $500,000 are paid in restricted stock valued at 80% of market value on the bonus payment date, 15% of awards between $500,000 and $1,000,000 are paid in restricted stock, an d 20% of all awards in excess of $1,000,000 are paid in restricted stock. Restricted shares must be held for three years before they vest.

SUMMARY COMPENSATION TABLE

     The following table sets forth certain information with respect to the remuneration earned during the last three fiscal years by the Chief Executive Officer and each of the four other most highly compensated executive officers of the Company.

Incentive Stock Options

     The following tables contain information concerning options granted to, and exercised by, the executive officers included in the Summary Compensation Table during the fiscal year.

Option Grants in Last Fiscal Year

                                                                                                                                                  Potential Realizable
                                                                                                                                                  Value at Assumed
                                                                       % of Total                                                               Annual Rates   
                                                    Options         Options             Exercise                           of Stock Appreciation
Granted        Granted in             Price           Expiration     for Option Term ⁽²⁾
Name                                             (#)(1)        Fiscal Year         ($/share)             Date             5%             10%   

Van C. Sayler                              10,000             .87%             $32.00         1/28/2007     $88,410     $195,363

M. Anthony Greene                     10,000             ..87%             $32.00         1/28/2007     $88,410     $195,363

Jeffrey E. Trocin                          10,000             .87%             $32.00         1/28/2007     $88,410     $195,363

Richard K. Riess                         10,000             .87%             $32.00         1/28/2007     $88,410     $195,363

1. All of these options were granted on November 28, 2001. The options vest 60% after three years, an additional 20% after four years and the remaining 20% after five years.
2. Potential realized values represent the future value, net of exercise price, of the options granted if the Company's stock price were to appreciate by 5% and 10% during each year of the awards' five-year life.

Aggregate Option Exercises During

Last Fiscal Year and Year-end Value

Comparative Stock Performance

     The graph below compares the cumulative total shareholder return onfor the common shares of the Company for the last five fiscal years with the cumulative total return on the Standard & Poor's 500 Index ("S&P 500"), the Financial Service Analytics stock price index ("FSA index") for regional securitiesinvestment brokerage firms (Media General Industry Groups # 421) and for the securities industry ( SCR Securities in the Dow Jones Industry Group) over the same period (assuming an investment of $100 in each on October 1, 19961997 and the reinvestment of all dividends).

     In previous years, the performance graph included a comparison with a different, proprietary index. The FSA index for the regional securities brokerage firms is comprised of 16 publicly traded regional securities firms, including the Company. The FSA index for the securities industry is comprised of the 16 publicly traded regional firms and 13 publicly traded national securities firms.Company has elected to change to a comparison to a widely available index.

Source: Financial Service Analytics

TRANSACTIONS WITH MANAGEMENT AND DIRECTORS

     In fiscal 1995, the Company committed to invest $1 million in Houston Partners - a venture capital fund managed by Houston Partners, of which Harvard H. Hill, Jr. is the Managing General Partner. The fund has not yet closed, as a result there has not been a capital draw.

     During 1998 the Company launched a merchant banking fund, Raymond James Capital Partners, L.P. Thomas A. James, Francis S. Godbold and Dr. Paul W. Marshall have invested $2,000,000, $400,000 and $100,000 in this fund, respectively, on the same terms and conditions as other investors.

     As described in the Report on Executive Compensation, the Company has extended non-recourse loans to approximately 88 employees for investments in the Raymond James Employee Investment Fund I, L.P., including the following executive officers: Richard G. Averitt, Thomas S. Franke, J. Stephen Putnam, Richard K. Riess, Van C. Sayler, Robert F. Shuck, Jeffrey E. Trocin, Dennis W. Zank and Jeffrey P. Julien all have such loans from the Company.Julien. Committed loan amounts to these individuals range from $40,000 to $160,000 plus interest per person, with outstanding balances ranging from $26,302$26,437 to $105,207$105,748 at September 28, 2001.27, 2002.

     In addition, the Company has extended non-recourse loan to approximately 75 employees for investments in Raymond James Employee Investment Fund II, L.P.L.P; including Barry Augenbraun, Richard G. Averitt, Chester B. Helck, Thomas A. James, Jeffrey P. Julien, Van C. Sayler, Jeffrey E. Trocin, and Dennis W. Zank all have such loans from the Company.Zank. Committed loan amounts to these individuals range from $66,667 to $200,000 plus interest per person, with outstanding balances of $13,816$34,399 to $51,599 at September 28, 2001.

     Tom James permits the Company to display over 1,350 pieces from his nationally known art collection throughout the Raymond James home office complex, without charge to the Company. The art collection is a major marketing attraction for local businesses and organizations, and the Company provides regular tours for clients and local schools, business groups and nonprofit organizations. In return, the Company bears the cost of insurance and the salaries of two staff persons who serve as curators for the collection. The total cost to the Company for these services during fiscal 2001 was approximately $90,000.27, 2002.

     The Company, in the ordinary course of its business, extends credit to margin accounts in connection with the purchase of securities and makes bank loans to, and holds bank deposits for, certain of its officers and directors. These transactions have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-affiliated persons, and do not involve more than normal risk of collectibility or present other unfavorable features. The Company also, from time to time and in the ordinary course of its business, enters into transactions involving the purchase or sale of securities as principal from, or to, directors, officers and employees and accounts in which they have an interest. These purchases and sales of securities on a principal basis are effected on substantially the same terms as similar transactions with unaffiliated third parties.

     All of the foregoing transactions were entered into prior to the passage of the Sarbanes-Oxley Act of 2002. In compliance with the terms of the Act, the Company will not extend any further loans to officers and directors, except for certain permitted bank loans and except for customary margin accounts for those who are affiliated with one of the broker-dealer subsidiaries.

     Thomas A. James permits the Company to display over 1,450 pieces from his nationally known art collection throughout the Raymond James home office complex, without charge to the Company. The art collection is a marketing attraction for businesses and other organizations, and the Company provides regular tours for clients and local schools, business groups and nonprofit organizations. In return, the Company bears the cost of insurance and the salaries of two staff persons who serve as curators for the collection and conduct business tours. The total cost to the Company for these services during fiscal 2002 was approximately $94,000.

PROPOSAL 3: APPROVALADOPTION OF 2002 INCENTIVETHE 2003 EMPLOYEE STOCK OPTIONPURCHASE PLAN

     In 1999, the Company adopted the 1998 Employee Stock Purchase Plan, covering 1,500,000 shares of common stock of the Company. The 1998 Employee Stock Purchase Plan terminates by its terms on November 19, 2003, and the approximately 480,000 shares unissued under that plan will not be issued. Accordingly, on November 21, 2002, the Company's Board of Directors adopted, subject to the approval of shareholders, the 2003 Employee Stock Purchase Plan covering 1,500,000 shares of the Company's common stock. The Board of Directors believes that the plan will provide an incentive to employees to remain in their capacities with the Company and it will encourage them to promote the best interests of the Company adoptedby giving them the Raymond James Financial, Inc. 2002 Incentive Stock Option Plan (the "Plan") on November 28, 2001 and directed thatopportunity to acquire or enlarge their stock ownership in the Plan be submittedCompany. A copy of the plan is enclosed as Exhibit A to the shareholdersthis proxy statement.

     The plan provides employees of the Company for their approval. The Plan will become effective only if the holders of at leastright to purchase, on a majorityquarterly basis, shares of the outstanding shares of Common Stock approve the Plan at this Annual Meeting. The Plan is intended to replace, and to continue the incentives provided by, the Company's 1992 Incentive Stock Option Plan which expires in 2002. A copy of Plan is attached as Exhibit A and the following description of the Plan is qualified in its entirety by reference to that Exhibit.

     It is the opinion of the Board of Directors that the Company will benefit by increasing the interest of its most productive registered representatives and key administrative employees in the welfare of the Company through the added incentive created by the opportunity to purchase and own common stock at 85% of fair market value. The number of shares that can be purchased in any calendar year by any individual is limited to the Company.

     The 2002 Incentive Stock Option Plan for key employees covers an aggregate of 4 millionlesser of: (1) 1,000 shares; (2) shares of Common Stock. Options granted under the plan are exercisable at various times during the 37^th to 72^nd months following the date of grant, and only in the event that the grantee is an employee of the Company at that time. The plan provides that the exercise price of options granted thereunder will not be less than thewith a fair market value of $25,000; or (3) shares with a fair market value of 20% of the underlying sharesindividual's annual compensation. Shares purchased through the plan must be held by the employee for one year, after which time the employee is free to dispose of Common Stock on the date of grant.stock.

     The Plan will be administered by the Compensation Committee (the "Committee"), whichplan is composed of Directors who are not eligibleintended to receive optionsqualify under this Plan. The Committee makes recommendations to the Board of Directors, regarding: (1) the employees to whom and the time, or times, at which incentive options shall be granted under the plan; (2) the term of the options, which may not exceed 10 years from the date of grant; and (3) the number of shares to be covered by each option.

     Pursuant to Section 422A423 of the Internal Revenue Code of 1986, as amended. Accordingly, no income will be recognized by the aggregate fair market value (determinedemployee at the time an option is granted) ofshares are purchased under the stock of the Company covered by any such incentive stock options which may be exercisable for the first time by any optionee during any calendar year shall not exceed $100,000.

     A participant will not realize any income, nor will the Company be entitled to a deduction, at the time an Incentive Stock Option is granted. If a participant does not disposeplan. Upon disposition of the shares acquired on the exercise of an Incentive Stock Option within one year after the transfer of such shares to him/her or within two years, for the datedifference between the Incentive Stock Option was granted to him/her, for federal income tax purposes: (a) that participant will not recognize any income at the time of exercise of his/her Incentive Stock Option: (b) the amount by whichemployee's purchase price and the fair market value of the shares at the timedate of exercise exceeds the exercise price is an item of tax preference subjectpurchase will be taxable to the alternative minimumemployee as ordinary income. Any increase or decrease in market value from the date of purchase to the date of disposition will be a capital gain or loss to the employee.

     The Company will derive no tax on individuals; and (c)deduction from the sale of shares under the plan as long as such shares are held by the employee for a period of two years from the date of purchase. If shares are disposed of by the employee prior to the expiration of such period, the Company will be entitled to a tax deduction, as compensation expense, equal to the difference between the Incentive Stock Optionemployee's purchase price and the amount realized upon sale of the shares of the participant will be treated as long-term capital gain or loss. The Company will not be entitled to a deduction upon the exerci se of an Incentive Stock Option. Except in the case of a disposition following the death of a participant and certain other very limited exceptions, if the stock acquired pursuant to an Incentive Stock Option is not held for the minimum periods described above, the excess of the fair market value of the stock atshares on the timedate of exercise over the amount paid for the stock generally willpurchase. Such deduction would be taxed as ordinary incomeavailable to the participantCompany in the yearperiod of disposition.

     The Company is entitled to a deduction for federal income tax purposes atdisposition by the time and in the amount in which income is taxed to the participant as ordinary income by reason of the sale of stock acquired upon the exercise of an Incentive Stock Option.employee.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THIS PLAN.

EQUITY COMPENSATION PLAN INFORMATION

     The following table includes stock options and restricted stock that can be issued pursuant to one of the Company's eight stock-based compensation plans.

The Company has three plans that were approved by shareholders. The Company's non-qualified stock option plans were not approved by shareholders. Under one of the Company's non-qualified stock option plans, the Company may grant up to 2,278,125 shares of common stock to independent contractor Financial Advisors. Options are exercisable five years after grant date provided that the Financial Advisors are still associated with the Company. Under the Company's second non-qualified stock option plan, the Company may grant up to 379,688 shares of common stock to the Company's outside directors. Options vest over a five-year period from grant date provided that the director is still serving on the Board of the Company. Under the Company's third non-qualified stock option plan, the Company may grant up to 1,125,000 shares of common stock to key management personnel. Option terms are specified in individual agreements and expire on a date no later than the tenth anniversary of the grant date. Under all plans, the exercise price of each option equals the market price of the Company's stock on the date of grant and an option's maximum term is 10 years.

In addition, neither the Company's restricted stock nor stock bonus plan were approved by shareholders. Under the 1999 Restricted Stock Plan the Company is authorized to issue up to 1,000,000 restricted shares of common stock to employees and independent contractors. Awards under this plan may be granted by various departments of the Company in connection with initial employment or under various retention plans for individuals who are responsible for a contribution to the management growth, and/or profitability of the Company. These shares are forfeitable in the event of voluntary termination. The compensation cost is recognized over the vesting period of the shares and is calculated as the market value of the shares on the date of grant.

The Company's 1999 Stock Bonus Plan authorizes the Company to issue up to 1,000,000 restricted shares to officers and certain other employees in lieu of cash for 10% to 20% of annual bonus amounts in excess of $250,000. Under the plan the restricted stock is granted at a 20% discount in determining the number of shares to be granted and the shares are generally restricted for a three year period, during which time the shares are forfeitable in the event of voluntary termination. The compensation cost is recognized over the three year vesting period based on the market value of the shares on the date of grant.

INDEPENDENT AUDITORS

     In May, 2001 the Board of Directors appointed KPMG LLP as independent auditors, upon the dismissal of PricewaterhouseCoopers, LLP.     Representatives of KPMG LLP, independent auditors for the Company for fiscal 2002 and 2001, will be present at the annual meeting in order to respond to questions from shareholders, and they will have the opportunity to make a statement.

     The report of KPMG LLP on the Company's audited consolidated financial statements as of September 27, 2002 and September 28, 2001 and for the yearyears then ended, included in the Company's Annual Report on Form 10-K, contained no adverse opinion or disclaimer of opinion and are not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with theirthe audits for fiscal years 2002, 2001 and 2000, there were no disagreements with the auditors on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction the auditors would have caused them to make reference thereto in their reports on the financial statements for such years.

PRINCIPAL AUDITING FIRM FEES

Audit Fees

     The aggregate fees billed by the Company's principal accounting firm, KPMG LLP, for professional services rendered for the audit of the annual consolidated and other subsidiaries' financial statements for the year ended September 28, 200127, 2002, was $580,400.$631,778.

All Other Fees

     During fiscal 2002, KPMG LLP also undertook the following engagements for the Company, for which they billed the amounts indicated:

• U.S. federal and state tax services: $639,085. Of this amount, $600,000 represents the fee to date for a state income tax review project, pursuant to which the Company $8,000has filed for approximately $3,800,000 in refunds from various states and has received $3,500,000 to date. The total fee for this project will be based on the amount of refunds ultimately received by the Company and sustained against challenge, if any.
• Audit of benefit plans administration and related services: $37,000
• Services provided to benefit plan administration consultingRaymond James, Ltd, the Company's Canadian subsidiary, for tax related services ($100,223) and audits. for a cost allocation services project ($58,499).

KPMG LLP did not provide services related to financial information systems design or implementation. The Audit Committee has determined thatconsidered whether the provision of the non-audit services described above is compatible with maintaining KPMG LLP's independence.

OTHER MATTERS

     Proposals which shareholders intend to present at the 20022004 Annual Meeting of Shareholders must be received by the Company no later than October 15, 2002September 2, 2003 to be eligible for inclusion in the proxy material for that meeting.

     Management knows of no matter to be brought before the meeting which is not referred to in the Notice of Meeting. If any other matters properly come before the meeting, it is intended that the shares represented by proxy will be voted with respect thereto in accordance with the judgment of the persons voting them.

By Order of the Board of Directors,

/s/ Barry Augenbraun, Secretary

December 21, 2001

January 2, 2003

Exhibit A

RAYMOND JAMES FINANCIAL, INC.

2002 INCENTIVE2003 EMPLOYEE STOCK OPTIONPURCHASE PLAN

The purpose of this Plan (the "Plan") is intended as a performance incentive for officers and employees of RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the "Company") or its Subsidiaries (as hereinafter defined) to enable the persons to whom options are granted (an "Optionee" or "Optionees")employees of Raymond James Financial, Inc. and its consolidated subsidiaries to acquire its Common Stock at an advantageous price with either their own funds or increase a proprietary interestsavings accumulated through payroll deductions. The Board of Directors of the Company believes the employee participation in the successownership of the Company will be to the mutual benefit of the employees and the Company. The Board of Directors of the Company, intends that this purposerecognizing the benefits derived to its employees pursuant to the Company's 1998 Employee Stock Purchase Plan (the "1998 Plan"), believes it will be effected bybeneficial and in the grantingbest interests of incentive stock options ("Incentive Options")the Company and its employees to establish a new and similar plan to supplement the 1998 Plan. It is the intention of the Company to have the Plan qualify as defined inan "Employee Stock Purchase Plan" under Section 422(b)423 of the Internal Revenue Code of 1986 (the(hereinafter called the "Code") under the Plan.. The term "Subsidiaries" means any corporations (other than the Company) in which stock possessing 50% or moreprovisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

1. "Account Balance" means the total combined voting power of all classes of stock is owned directly or indirectly by the Company.

   SECTION 2. OPTIONS TO BE GRANTED AND ADMINISTRATION

   2.1 Optionsfunds accumulated through payroll deductions (including amounts carried over from a prior Accumulation Period), funds remitted to be Granted. Options granted under the Plan will be Incentive Options.by personal check (including amounts carried over from a prior Accumulation Period), and amounts specified as a charge to an existing brokerage account.

2.2Administration by

2. "Accumulation Period" means the Committee. This Plan shall be administered byperiod beginning with each Exercise Date and ending upon the Compensation Committee (the "Committee")immediately succeeding Option Date.
3. "Board of Directors" means the Board of Directors of the Company (the "Board"). TheCompany.
4. "Business Day" means any day that the exchange upon which the stock is then traded is open for business.
5. "Committee" means the Employee Stock Purchase Plan Committee shall have full and final authority to operate, manage and administeras appointed by the Plan on behalfBoard of Directors of the Company. This authority includes, but is not limited to: (i)
   
   
6. "Company" means Raymond James Financial, Inc., a Florida corporation, and any successor which adopts the powerPlan.
7. "Compensation" means, except as provided in Article IV, the total amounts paid to grant options conditionally or unconditionally; (ii)an Employee during an Accumulation Period by the power to prescribe the form or formsEmployer that may be considered remuneration for employment for purposes of the instruments evidencing options granted under this Plan; (iii) the power to interpret the Plan; (iv) the power to provide regulations for the operation of the incentive features of the Plan, and otherwise to prescribe regulations for interpretation, management and administration of the Plan; (v) the power to delegate responsibility for Plan operation, management and administration on such terms, consistent with the Plan, as the Committee may establish; (vi) the power to delegate to other persons the responsibility for performin g ministerial acts in furtherance of the Plan's purpose; and (vii) the power to engage the services of persons or organizations in furtherance of the Plan's purpose, including but not limited to, banks, insurance companies, brokerage firms and consultants.

   In addition, as to each option, the Committee shall have full and final authority in its discretion: (i) to determine the number of shares subject to each option; (ii) to determine the time or times at which options will be granted; (iii) to determine the option price for the shares subject to each option, which price shall be subject to the applicable requirements, if any, of Section 5.1(c) hereof, and (iv) to determine the time or times when each option shall become exercisable and the duration of the exercise period, which shall not exceed the limitations specified in Section 5.1(a).

   2.3Appointment and Proceedings of Committee. The Board shall appoint a Compensation Committee (the "Committee") comprised of then members of the Board who qualify as "non-employee directors" within the meaning of Rule 16(b)-3 promulgated under the Securities ExchangeFederal Insurance Contributions Act of 1934, as amended (the "Exchange Act") and as "outside directors"(Social Security) within the meaning of Section 162(m)3121(a) of the Code. MembersCode without regard to the exclusion of remuneration in excess of the Committee shall serve at the pleasureSocial Security contribution and benefit base pursuant to Section 3121(a)(1) of the Board. The Board may from time to time appoint membersCode.

8. "Effective Date" means the date on which this Plan is approved by the shareholders of the Committee in substitution for or in addition to members previously appointed, remove members (with or without cause)Company.
9. "Employee" means any person who is regularly and fill vacancies, however caused, in the Committee. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum, and all actions of the Committee shall be taken by a majority of its members. Any action may be taken by a w ritten instrument signed by all of the members, and any action so taken shall be as fully effective as if it had been taken by a vote of a majority of the members at a meeting duly called and held.

   2.4Powers of Committee. Subject to the provisions of this Plan, the Committee has the power to name the Optionees, the number of shares to be covered by each option, the time or times of option grants, and the terms and conditions of each option. In addition, the Committee shall have authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to exercise the administrative and ministerial powers with regard to aspects of the Plan in addition to the granting of options. The interpretation and constructionactively employed by the Committeeemployer on the first Business Day of any provisions ofAccumulation Period, provided, however, that the Planterm "Employee" does not include any person whose customary employment is 20 hours or ofless per week or whose customary employment is for not more than five months in any calendar year or who, immediately after an option granted hereunder and the exercise of any power delegated to it hereunder shall be final, conclusive and binding or all Optionees, and all other persons claiming though Optionees affected thereby. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

   SECTION 3. STOCK

   3.1Shares Subject to Plans. The stock subject to the optionsis granted under the Plan, shall be shares of the Company's authorized but unissued commonowns stock par value $.01 per share or treasury shares held by the Company ("Common Stock"). The total number of shares that may be issued pursuant to options granted under the Plan shall not exceed an aggregate of 4,000,000 shares of Common Stock.

   3.2Lapsed or Unexercised Options. Whenever any outstanding option under the Plan expires, is cancelled or is otherwise terminated (other than by exercise), the shares of Common Stock allocable to the unexercised portion of such option shall be restored to the Plan and be available for the grant of other options under the Plan.

   SECTION 4. ELIGIBILITY

   4.1Eligible Optionees. Options may be granted to any individual, including any officer of the Company who is on the active payroll of the Companypossessing 5% or a Subsidiary at the relevant time, including members of the Board who are also employees of the Company or a Subsidiary.

   4.2Limitations on 10 % Stockholders. No Incentive Option shall be granted to an individual who, at the time the Incentive Option is granted, owns (including ownership attributed pursuant to Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any parent or Subsidiary of the Company (a "greater-than-10% stockholder"), unless such Incentive Option provides that (i) the purchase price per share shall not be less than 110% of the fair market value of the Common Stock at the time such Incentive Option is granted, and (ii) that such Incentive Option shall not be exercisable to any extent after the expiration of five years from the date it is granted.

   4.3Limitation on Exercisable Qptions. The aggregate fair market value (determined at the time the Incentive Option is granted) of the Common Stock with respect to which Incentive Options are exercisable for the first time by any person during any calendar year under the Plan and under any other option plan of the Company (or a parent or subsidiary as defined in Section 424 of the Code) shall not exceed $100,000. Any option granted in excess of the foregoing limitation shall be specifically designated as being a Non-statutory Option.

   SECTION 5. TERMS OF THE OPTION AGREEMENTS

   5.1Mandatory Terms. Each option agreement shall contain such provisions as the Committee shall from time to time deem appropriate, and shall include provisions relating to vesting, the method of exercise, payment of exercise price, adjustments on changes in the Company's capitalization and the effect of a merger, consolidation, liquidation, sale or other disposition of or involving the Company. Option agreements need not be identical, but each option agreement by appropriate language shall include the substance of all of the following provisions:

   (a)Expiration. Notwithstanding any other provision of the Plan or of any option agreement, each option shall expire on the date specified in the option agreement, which date shall not be later than the tenth anniversary of the date on which the option was granted (fifth anniversary in the case of a greater-than-10% stockholder).

   (b)Exercise. Each option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the terms of the option, (ii) full payment of the aggregate option price of the shares of Common Stock as to which the option is exercised has been made, and (iii) arrangements that are satisfactory to the Committee in its sole discretion have been made for the Optionee's payment to the Company of the amount, if any, that is necessary for the Company or Subsidiary employing the Optionee to withhold in accordance with applicable federal or state tax withholding requirements. The Company shall have the right to deduct from any amount payable under the Plan, including delivery of shares of Common Stock to be made under the Plan, all federal, state, city, local or foreign taxes of any kind required by law to be withheld with respect to such payment and to take such other actions as may be necessary in the opinion of the Company to satisfy all obli gations for the payment of such taxes. If shares of Common Stock are used to satisfy withholding taxes, such shares shall be valued based on the fair market value thereof on the date when the withholding for taxes is required to be made as determined in accordance with Section 5.1(c) hereof. The Company423(b)(3) of the Code. Any period during which a person is or was on leave of absence from the Employer for the purpose of serving an active duty with the Armed Forces of the United States shall have the right to require an Optionee to pay cash to satisfy withholding taxes asbe considered a condition to the payment of any amount (whether in cashperiod during which such person is or shares of Common Stock) under the Plan.

   Unless further limitedwas regularly and actively employed by the Committee in any option,Employer for the option pricepurpose of any sharesapplying the foregoing definition of Common Stock purchased shall be paid in cash, by certified or official bank check, by money order, with shares of Common Stockan Employee.

10. "Employer" means the Company and those subsidiaries of the Company or by a combination ofset forth onSchedule A annexed hereto.
    
    
11. "Exercise Date" means the above; provided further, however, thatfirst Business Day immediately following an Option Date.
12. "Fair Market Value" means the Committee in its sole discretion may accept a personal check in full or partial payment of anymean between the highest and lowest selling prices at which shares of Common Stock. If the exercise price is paid in whole or in part with shares, the value of the shares surrendered shall be their fair market value on the date the option is exercised as determined in accordance with Section 5. 1(c) hereof. The Company in its sole discretion may, on an individual basis or pursuant to a general program established in connection with this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to obtain the cash necessary to exercise all or a portion of an option granted hereunder. No Optionee shall be deemed to be a holder of any shares of Common Stock subject to an option unless and until a book entry (i.e., a computerized or manual entry) shall be made in the records of the Company to evidence an award of shares of Common Stock issued to such person(s) under the terms of the Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock is issued, except as expressly provided in Section 6 hereof. Unless otherwise provided in the terms of an option, an option must be exercised by the Optionee while he is an employee and on the active payroll of the Company or a Subsidiary and has maintained since the date of the grant of the option such continuous status as an employee.

    Except as may be otherwise expressly provided in the terms and conditions of the option granted to an Optionee, options granted hereunder shall terminate on the earlier to occur of the date of expiration thereof or:

    (i)Exercise Upon Disability. Unless otherwise provided in the terms of an option, if an Optionee's employment terminates by reason of a permanent disability, all options held by the Optionee shall immediately vest and become fully exercisable. The Optionee shall then be entitled to exercise the option in whole or in part; provided, however, such option must be exercised within 12 months following the date that the Optionee became permanently disabled or the expiration date of such option, whichever first occurs. An Optionee is permanently disabled if the Committee determines he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

    (ii)Exercise Upon Death. Except as may otherwise be expressly provided in the terms and conditions of the option granted to an Optionee, in the event of the death of an Optionee while in the employment of the Company and before the date of expiration of such option, all options held by the Optionee shall immediately vest and become fully exercisable. Such option shall terminate on the earlier of such date of expiration or 90 days following the date of such death. After the death of the Optionee, his or her executors, administrators or any person or persons to whom his or her option may be transferred by will or by laws of descent and distribution, shall have the right, at any time prior to such termination, to exercise the option.

    (iii)Exercise Upon Termination of Employment After Age 60. Unless otherwise provided in the terms of an option, if an Optionee's employment terminates after attainment of age 60, all options held by the Optionee shall immediately vest and become fully exercisable if: (a) termination occurs on or after the Optionee has attained age 65, the Optionee shall have the right to exercise any or all outstanding options, in whole or in part, at any time from the date of termination through 90 days thereafter or the expiration date of such option, whichever first occurs or, (b) termination occurs prior to the Optionee's attainment of age 65 but after the Optionee's attainment of age 60, the Optionee shall have the right to exercise any or all outstanding Options, in whole or in part, at any time from the date of termination through 90 days thereafter or the expiration date of such option, whichever first occurs, provided that the sum of his years of service with the Company plus his age at termination from the Company equals at least 75.

    (c)Purchase Price. The purchase price per share of the Common Stock under each option shall be not less than the fair market value of the Common Stock on the date the option is granted (110% of the fair market value in the case of a greater-than-10% stockholder).

    For the purpose of the Plan, the "fair market value" per share of Common Stock means, in respect of any date on or as of which a determination thereof is being or to be made, the closing price per share of the Common Stock reported on such date on the Composite Tape of the New York Stock Exchange or the last sale price per share on any other national securities exchange registered under the Exchange Act upon which the Common Stock is then listed on such date,were traded or, if the Common Stock was not traded on a specified date, upon the basis of the mean of such date,prices on the nextdate nearest preceding daythat date.

13. "Option Date" means the first Business Day of March, June, September or December of any year as of which the Board of Directors grants options under the Plan.
14. "Option Price" means an amount equal to 85% of the Fair Market Value per share of the Stock on the Option Date.
    
    
15. "Plan" means this 2003 Employee Stock Purchase Plan of Raymond James Financial, Inc. as set forth herein.
16. "Stock" or "Common Stock" means the $0.01 par value Common Stock of the Company.

Each option granted shall be exercisable only on its Exercise Date and only if the person to whom granted is then employed by the Employer. No Employee shall be granted an option which salespermits his rights to purchase Stock under the plan to accrue at a rate which exceeds $25,000.00 of fair market value of Stock (determined at the time such option is granted) for any calendar year. No option shall be transferable and no option shall be exercisable by anyone other than the Employee to whom granted. Subject to the overall limitations contained herein with respect to the total number of shares of the Common Stock were reported on the Composite Tape of the New York Stock Exchange or on any other national securities exchange registered under the Exchange Act upon which the Common Stock is then listed.

(d)Transferability of Options. Options granted under the Plan and the rights and privileges conferred thereby may notto be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by applicable laws of descent and distribution, and shall not bemade subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any option under the Plan, or any right or privilege conferred hereby, contrary to the provisionsBoard of the Plan, or upon the sale or levy or any attachment or similar process upon the rights and privileges conferred hereby, such optionDirectors shall thereupon terminate and become null and void.

(e)Rights of Optionees. No Optionee shall be deemed for any purpose to be the owner of any shares of Common Stock subject to any option unless and until (i) the option shall have been exercised pursuant to the terms thereof, (ii) the Company shall have issued and delivered stock evidencing the shares of the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Common Stock.

SECTION 6. ADJUSTMENT OF SHARES OF COMMON STOCK

6.1Stock Dividend or Recapitalization. If at any time while the Plan is in effect or unexercised options are outstanding, there shall be an increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares of Common Stock, then and in such event (i) appropriate adjustment shall be made indetermine the maximum number of shares of Common Stock, availableif any, to be made subject to option on each Option Date.

The Board of Directors shall fix said maximum number at the lesser of (1) the maximum number of shares of Stock purchasable at the Option Price with all Employees' Account Balances or (2) a specified number of shares of Stock. Each Employee shall then be granted on the Option Date an option to purchase at the Option Price that percentage of the total number of shares of Stock with respect to which options are granted on the Option Date which is equal to the percentage which his Account Balance represents of the total Account Balances of all Employees to whom options are granted on the Option Date.

The Board of Directors shall specify the maximum percentage (which shall never exceed 20%) of his compensation which an Employee may accumulate during the Accumulation Period for grantthe purpose of applying such accumulated funds for the purchase of Stock under the Plan. For purposes of applying the 20% limitation, the Employee's compensation shall include the amount by which the Employee has electively reduced his compensation to purchase benefits on a pretax basis pursuant to a Company-sponsored plan under Section 235 of the Code or any other similar plan established by the Company or pursuant to a Company-sponsored plan under Section 401(k) of the Code. The Employer will deduct from the compensation otherwise payable to the Employee during the Option Period the percentage or fixed dollar amount which the Employee shall have specified in writing to the Employer prior to the commencement of the Accumulation Period, and the Employer will accumulate such amounts and credit them to the Employee' s account. Except as provided in Article V, only amounts accumulated through such payroll deductions may be used for the purchase of Stock under the option granted. Amounts accumulated through payroll deductions shall be deposited into the employee's Raymond James brokerage account. An employee may not increase or reduce the rate of payroll deductions, if any, specified by him for a given Accumulation Period once such Accumulation Period has begun, but may, upon 10 days notice in writing, discontinue his payroll deductions for the Accumulation Period then in effect. Any such discontinuance shall be permanent for such Accumulation Period.

The authorization which the Employee must complete, sign and deliver to the Employer in order to enter the Plan shall include the following:

1. A specification of the percentage rate or fixed dollar amount to be deducted from his compensation during the Accumulation Period.
2. A direction that the maximum possible number of shares of Stock be purchased on the Exercise Date except to the extent the Employee shall have notified the Employer in writing to the contrary prior to the Exercise Date.
3. A specification of the exact name or names (which must include the Employee's name and may include the name of another person as joint owner) in which Stock purchased is to be registered.
4. An agreement that the Employee will not dispose of any Stock acquired under the Plan within one year after the Exercise Date. This agreement may be waived by the Committee if a sale of said Stock within one year from the Exercise Date is necessary to enable the Employee to meet immediate and heavy financial needs if such financial hardship cannot be met by other reasonably available resources of the Employee. Such a waiver shall be valid only if and when the Employee makes written application to the Committee and if the Employee receives written approval from the Committee. If an Employee who has acquired stock under the Plan dies within one year after the Exercise Date and his estate or beneficiary(ies) applies for a waiver of this agreement for any reason, such a waiver shall be approved by the Committee.
5. An agreement that the Employee will inform the Company of any disposition of any Stock acquired under the Plan within two years from the Option Date pertaining to such shares so that the Company will be able to monitor compliance with the provisions of the Plan and federal securities laws governing disposition of Stock.
6. An acknowledgement from the Employee that the Company' will follow its normal margin policies in connection with any Stock acquired under the Plan and that any such Stock may be coded as a margin position.

As an alternative to the payroll deduction method of accumulating funds for the purchase of Stock as described in Article IV, Employees may elect to purchase Stock by presenting a personal check to the individual designated by the Committee as the Stock Purchase Plan Coordinator (the "Coordinator") no later than the twenty-fifth (25th) day of the final month of an Accumulation Period. Alternatively, Employees may elect to purchase such shares of stock by informing the Coordinator, no later than the twenty-fifth (25th) day of the final month of an Accumulation Period of the account number of the Employee's brokerage account to be charged. In order to be eligible to utilize a lump sum purchase opportunity, the Employee must have been employed by the Company as of the first Business Day of the applicable Accumulation Period. The Option Price for Stock purchased through the lump sum purchase opportunity shall be the same as Stock purchased under the payroll deduction method described in Articl e IV, and shall be subject to all of the requirements and limitations set forth in Article IV including a limitation of 20% of compensation during the Accumulation Period. Options shall be exercised under the terms of Article VI on behalf of all participating employees who elect the lump sum purchase opportunity in a timely manner.

Unless prior to the Exercise Date the Employee shall have notified the Coordinator in writing that he does not intend to exercise some or all of the options which may be or have been granted to him under the Plan, on the Exercise Date the Employer shall automatically exercise on the Employee's behalf an option to purchase the maximum amount of shares of Stock purchasable at the Option Price with the Employee's Account Balance (or if the Employee shall have specified some lesser amount as aforesaid not in excess of such lesser amount); provided, that if the total number of shares of Stock purchasable on behalf of all Employees with the total aggregate Account Balances available to purchase shares of Stock exceeds the aggregate maximum number of shares of Stock which the Board of Directors shall have specified to be purchasable on the Exercise Date, the option of each Employee will be exercised to purchase only that percentage of the Company's issued and outstandingtotal aggregate number of Shares of Stock available fo r purchase which is equal to the percentage that the Employee's Account Balance available to purchase shares of Common Stock represents of the total aggregate Account Balances of all Employees available to purchase shares of Stock.

Anything (except the second paragraph of Article VIII to the contrary) otherwise contained in the Plan notwithstanding, no Employee shall continuebe permitted to purchase in excess of 1,000 shares of Stock in any calendar year. Only full shares of Stock may be purchased, and no fractional shares will be issued. All shares of Stock purchased pursuant to this Plan must be paid for in full on or before the Exercise Date. As soon as practicable after the Exercise Date, the Employer will report to each Employee the number of shares of Stock purchased by him and the cost of such shares, and the cash balance, if any, to be carried over into the next Accumulation Period. Alternatively, if the Employee informs the Coordinator by no later than the Exercise Date that he would like refunded to him any amount which would be subject to being so optioned, and (ii) appropriate adjustmentcarryover, then such instruction shall be madefollowed and a refund will be made. If the Employee informs the Coordinator by no later than the Exercise Date that he does not intend t o exercise any options granted to him on the Option Date immediately preceding such Exercise Date:

1. Funds accumulated through payroll deductions shall remain in the Employee's RJA brokerage account. Such funds shall not be carried forward for the purpose of purchasing shares of Stock under the Plan in a subsequent Accumulation Period unless specifically requested in writing by the Employee.
2. Any funds remitted by personal check shall be refunded, without interest, unless the Employee elects in writing to carry the balance forward to the subsequent Accumulation Period.
3. Any brokerage account instructions submitted by the Employee shall be disregarded.

At any time prior to the Exercise Date, an Employee may upon written notice to the Coordinator withdraw all, but not less than all, of the balance accumulated in his account through payroll deductions. Such withdrawal shall terminate the Employee's right to participate in the Plan during the Accumulation Period during which notice of the withdrawal is made.

The shares of Stock purchased by Employees under the Plan may, at the election of the Company, be either treasury stock or originally issued stock. As of the Effective Date, the maximum number of shares of Stock that shall be available for purchase by Employees under the Plan shall be 1,500,000 shares, subject to adjustment for changes in capitalization of the Company as described in the following paragraph.

In the event that prior to the transfer of all of the shares of Stock which may be issued in accordance with this Plan, there shall be any increases or reductions in the number of shares and the exercise price per share of Common Stock hereof then subject to any outstanding option, so that the same percentage of the Company's issued andCompany outstanding sharesby reason of Common Stock shall remain subject to purchase atany one or more stock dividends, stock splits, stock constrictions or any other material change in the samecapital structure of the Company by way of reclassification, reorganization or recapitalization, the aggregate exercise price.

6.2Sale or Conversion of Shares. Except as otherwise expressly provided herein, the issuance by the Companynumber of shares of its capital stockStock which may be issued under this Plan and the number of shares of Stock which may be purchased under each option then or thereafter in effect and the purchase price to be paid therefore shall be proportionately and equitably adjusted. No such adjustment shall, however, entitle any Employee to purchase a fractional share of Stock hereunder, and rights to purchase shares of Stock shall always be limited after each such adjustment to the lower full share.

No one shall, by any reason of this Plan or of any class,option granted or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversionunder any such option, have any interest in shares of shares or obligationsStock of the Company convertible into such shares or other securities, shall not affect and no adjustment by reason thereof shall be made with respect to the numbernor any rights of, or exercise price of shares of Common Stock then subject to outstanding options granted under the Plan.

6.3General. Without limiting the generality of the foregoing, the existence of outstanding options granted under the Plan shall not affect in any manner the right or powerstatus as, a stockholder of the Company unless and until appropriate book entries representing such shares are issued. The Company shall be under no obligation to make, authorize or consummate (i) any orissue shares of Stock unless and until such shares of Stock shall have been paid for in full and all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii)applicable provisions of this plan and of the option granted shall have been complied with.

If, for any issue byreason, the Company does not have available on any Exercise Date sufficient shares of debt securities, or preferred or preference stock that would rank aboveStock to satisfy the options then otherwise exercisable, the Company shall make a pro rata allocation of the shares subjectof Stock available based upon the respective balances available to outstanding options; (iv)purchase shares of Stock in each Employee's account and the dissolution or liquidationexcess balance in each Employee' s account shall be returned to him in cash with his pro rata shares of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.available stock.

The Board may amendof Directors shall appoint an Employee Stock Purchase Plan Committee, composed of such persons as the Plan at any time, andBoard of Directors shall from time to time determine to administer the Plan subject to the limitation thatcontrol and direction of the Board of Directors. Subject to the action and control of the Board of Directors: (1) the Committee shall have the power from time to time to establish suitable rules and procedures for administering the Plan and (2) all decisions of the Committee pertaining to the interpretation, construction or application of the Plan or any option granted or the rules promulgated by the Committee shall be final and conclusive. Neither any member of the Committee nor of the Board of Directors shall be liable for any decision made or action taken in good faith. The Committee shall from time to time designate an individual who shall serve as the Employee Stock Purchase Plan Coordinator to assist in the ongoing administration of the Plan.

Notwithstanding any provision of the Plan to the contrary, the Committee and the Stock Purchase Plan Coordinator may use telephonic media, electronic media or other technology, including the Company's website and the internet, in administering the Plan to the extent not prohibited by applicable law, regulation or other pronouncement.

X

Amendment or Termination of the Plan

The Board of Directors may, at any time, terminate or amend the Plan. No termination shall, however, affect options previously granted, and no amendment shall be effective unless approved bymay make any change in any option theretofore granted which would adversely affect the rights of any employee. Approval of the stockholders of the Company in accordance with applicable law and regulations at an annual or special meeting held within 12 months before or after the date of adoption of such amendment, in any instance inon which suchthe Directors amend the Plan shall be necessary if the amendment would: (i) increase the number

1. Require sale of more shares of Common Stock as to which options may be grantedthan are authorized under Article VIII of the Plan; or (ii) change in substance
2. Affect the provisions of Section 4 hereof relating to eligibilityEmployees eligible to participate inunder the Plan.

Rights and obligations under any option granted before any amendmentXI

Approvals

The Plan will terminate ten (10) years from the Effective Date, unless extended by action of the Plan shall not be altered or impaired by such amendment, except with the consent of the Optionee.

SECTION 8. NON-EXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan by the Board nor the approval of the Plan by the stockholders of the CompanyCompany. The Plan will be construed under Florida law.

XII

Non-Guarantee of Employment

Nothing in this Plan shall be construed as creating any limitations ongiving an Employee, whether or not a participant in this Plan, the power ofright to be retained in the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

SECTION 9. CONDITIONS UPON ISSUANCE

9.1Conditions Upon Issuance. The obligationservice of the Company to sellor any subsidiary; and deliver shares of Common Stock with respect to options granted under the Planeach Employee shall beremain subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, anddischarge, with or without cause, to the obtaining of all such approvals by government agenciessame extent as may be deemed necessary or appropriateif this Plan had not been executed. This Plan is hereby adopted by the Board orCompany to be effective on the Committee.

9.2Representation Required. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such shares of Common Stock, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

9.3Reservations of Shares. The Company, during the term of this Plan, will at all times reserve and keep available the number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan.date specified herein.

9.4Liability of Company.The Company or any Subsidiary which is in existence or thereafter comes into existence shall not be liable to any Optionee or other person as to:XIII

(a)Non-Issuance of Shares. The non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction and the authority deemed by Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder; and

(b)Tax Consequences. Any tax consequences expected, but not realized, by any Optionee or other person due to the exercise of any option granted hereunder.

9.5Governing Law. This Plan shall be interpreted and construed in accordance with the laws of the State of Florida.

SECTION 10. EFFECTIVE DATE OF PLAN

Canadian Addendum

The Plan shall be effective on February 14, 2002 upon approvalavailable to employees of the Company's Canadian subsidiary, Raymond James Ltd. (the "Canadian Company"), with the following modifications applicable to the interpretation and administration of the Plan with regard to the Canadian Company:

a.Article II - Definitions. The definitions of "Compensation", "Employee", and "Employer" in Article II of the Plan are deleted and replaced, respectively, as follows:

b.IV - Payroll Deductions. In the fifth sentence of Article IV of the Plan, the phase "Raymond James brokerage account" is deleted and replaced with the words "Canadian Company brokerage account." In paragraphs 5 and 6 of Article IV the word "Company" is deleted and replaced with the words "Canadian Company". The following additional paragraph is added to Article IV:

c.VI - Exercise of Options. In paragraph 1 of Article VI the phrase "RJA brokerage account" is deleted and replaced with the phrase "Canadian Company brokerage account."

Schedule A

Company Subsidiaries Subject to Plan

Raymond James & Associates, Inc.

Raymond James Financial Services, Inc.

Eagle Asset Management, Inc.

Planning Corporation of America

Heritage Asset Management, Inc.

Raymond James Trust Company

Raymond James Bank, FSB

Raymond James Trust Company West

Raymond James International Holdings, Inc.

Raymond James Capital, Inc.

Raymond James Limited

Awad Asset Management, Inc.

Ballast Pint Ventures, LLC

Raymond James Capital Services, Inc.

Raymond James Tax Credit Funds, Inc.