For election of directors, abstentions and broker non-votes do not affect whether a nominee has received sufficient votes to be elected. For the purpose of determining whether the shareholders have approved matters other than the election of directors, abstentions and broker non-votes do not have the same effect as a negative vote. Shares represented at the Annual Meeting in person or by proxy are counted for quorum purposes, even if they are not voted on any matter. Please note that brokers that have not received voting instructions from their customers may vote their customers’ shares on the ratification of KPMG LLP as our independent registered public accounting firm, but not on the election of directors and Proposal 3.TABLE OF CONTENTS

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SHAREHOLDERS SHARING THE SAME LAST NAME AND ADDRESSPROPOSAL NO. 1

ELECTION OF DIRECTORS

GENERAL

In accordance with notices that certain banks and brokerage firms sentOur Board of Directors currently has eleven (11) directors. The Board has by resolution reduced the size of the Board of Directors to certain shareholders, shareholders who shareten (10) members, effective upon the same last name and address are receiving onlycommencement of the Annual Meeting. A director holds office for a term of one copy of our annual report and proxy statement, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

If you received a household mailing this(1) year, and you would like to have additional copies ofuntil such director’s successor has been duly elected and qualified or until such director is removed from office under our annual report and/By-laws or proxy statement mailed to you, or you would like to opt out of this practicesuch director’s office is otherwise earlier vacated.

The Board has nominated Shelley G. Broader, Jeffrey N. Edwards, Benjamin C. Esty, Francis S. Godbold, Thomas A. James, Gordon L. Johnson, Paul C. Reilly, Robert P. Saltzman, Hardwick Simmons and Susan N. Story for future mailings, please contact the Corporate Secretary at (727) 567-5185 or write to him care of Raymond James Financial, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716. We will promptly send additional copieselection as directors of the annual report and/company for a term of one (1) year. Ms. Broader, Ms. Story, and Messrs. Edwards, Esty, Godbold, James, Johnson, Reilly, Saltzman and Simmons, are current directors of the company. Each nominee has indicated to the company that he or proxy statement upon receiptshe would serve if elected. We do not anticipate that any nominee would be unable to stand for election, but if that were to happen, the Board may reduce the size of such request.the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director candidate will be cast for the substituted candidate.

HouseholdingUnder our By-laws, at any meeting of shareholders for bank and brokerage accountsthe election of directors at which a quorum is limited to accounts within the same bank or brokerage firm. For example, if you and your spouse share the same last name and address, and you and your spousepresent (other than a contested election), each have accounts containing Raymond James Financial stock at two different brokerage firms, your household will receive two copies of our annual meeting materials — one from each brokerage firm. To reducedirector nominee receiving a majority vote shall be elected. A “majority vote” means that the number of duplicate setsvotes cast in favor of annual meeting materials your household receives and help preserve our natural resources, you may want to take advantage of our electronic access program. See “Electronic Access to Proxy Materials and Annual Report; Internet Voting”.

ELECTRONIC ACCESS TO CORPORATE GOVERNANCE DOCUMENTS

We also make available on our Internet site atwww.raymondjames.com under “Our Company — Investor Relations — Corporate Governance” a nominee exceeds the number of votes case against the nominee. (Abstentions and broker non-votes, if any, are not counted as “votes cast” with respect to that nominee.) In a “contested election,” where the number of nominees exceeds the number of positions available for the election of directors, our corporate governance documents. These include:By-laws provide that the directors elected shall be those nominees who have received the greatest number of votes (“plurality”).

Under our Corporate Governance Principles, each nominee for membership on the Board must tender an irrevocable conditional resignation to the company, such resignation to be effective only upon (i) the director’s failure to receive the required vote in an uncontested election, and (ii) Board acceptance of such resignation. If any nominee for re-election fails to receive the required vote, the Corporate Governance, Nominating and Compensation Committee will recommend that the Board accept the resignation unless it determines that the best interests of the company and its shareholders would not be served by doing so. Absent such determination, the Board will accept the resignation no later than 120 days from the certification of the shareholder vote, subject to maintaining compliance with NYSE or SEC rules or regulations. The Board will promptly disclose publicly its decision to accept or reject such resignation and the reasons therefor.

As explained in our Corporate Governance Principles, the chartersBoard recognizes the value of continuity of non-executive directors who have experience with the Audit Committeecompany and who have gained over a period of time a level of understanding about the CGN&C Committeecompany and its operations that enables them to make a significant contribution to the deliberations of the Board of Directors,without any ongoing impairment to their independence. Nevertheless, the Senior Financial Officers’ Code of Ethics,Corporate Governance Principles contemplate that directors are normally expected to serve no more than 12 years on the Codes of Ethics for Employees andBoard. The Board reserves the right, in extraordinary circumstances, to waive the tenure limitation to allow a director to serve up to three additional terms. (In amendments to the Corporate Governance Principles approved in February 2014, the Board removed the separate limitation that a director was expected to retire from the Board after his or her 72^nd birthday.) The Board has waived the 12-year tenure limitation (as it had previously twice waived the age limitation) with respect to our Lead Director, Mr. Simmons.

For a director to be considered independent, the Board must affirmatively determine that the director does not have any material relationship with the company either directly or as a partner, shareholder or officer of Directorsan organization that has a relationship with the company. Such determinations are made and our Compensation Recoupment Policy. Printed copiesdisclosed pursuant to applicable NYSE or other rules. A material relationship can include, but is not

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limited to, commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships. In accordance with the rules of these documents will be furnishedthe NYSE, the Board has affirmatively determined that it is currently composed of a majority of independent directors, and that the following directors are independent and do not have a material relationship with the company: Shelley G. Broader, Jeffrey N. Edwards, Benjamin C. Esty, Gordon L. Johnson, Robert P. Saltzman, Hardwick Simmons and Susan N. Story.

Director and Nominee Qualifications to any shareholder who requests them. Contact the Corporate Secretary at (727) 567-5185. The informationServe on our Internet siteBoard

As described in greater detail below, the Board believes that there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position as a director. (See below under the caption “THE CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE.”) The Board believes that, consistent with these requirements, each member of our Board is expected to demonstrate high standards of integrity and character and to offer important perspectives on some aspect of our business based on his or her own business experience. The Board does not incorporated by reference intoconsider individual directors to be responsible for particular areas of the Board’s focus or specific categories of issues that may come before it. Rather, the Board seeks to assemble a group of directors that, as a whole, represents a mix of experiences and skills that allows appropriate deliberation on all issues that the Board might be likely to consider.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE DIRECTOR NOMINEES. The voting requirements for this proxy statement.

ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT; INTERNET VOTING

This notice of Annual Meetingproposal are described above and proxy statement and the 2012 annual report are available on our Internet site. 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“Questions and annual reports electronically in lieu of receiving copies and how to vote your shares over the Internet. Opting to access 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.

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.Answers About Voting Your Shares” section.

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SHAREHOLDERS ENTITLED TO VOTE
AND
PRINCIPAL SHAREHOLDERSINFORMATION ABOUT DIRECTOR NOMINEES

ShareholdersListed below are the names, ages as of recordJanuary 20, 2015, and principal occupations for the past five years of the director nominees (all of whom are currently directors of the company), together with a brief description of the particular experience or skills of each director that led the Board to conclude that such person should serve as a director in light of our business and structure.

Shelley G. Broader(50) Non-Executive Director — Member of the Audit and Risk Committee

Shelley Broader has served as a non-executive director of our company since 2008. She is President and Chief Executive Officer of Walmart EMEA Region (Europe, Middle East, Sub-Saharan Africa and Canada) since June 2014. She has been a non-executive Director, member of the Nomination Committee, the Remuneration Committee, and the Risk and Audit Committee of Massmart Holdings Limited, Sandton, South Africa, since July 2014. She previously served as President and Chief Executive Officer of Walmart Canada from September 2011 to May 2014. From March 2011 to March 2013, she was a Director of Wal-Mart de México, which is publicly traded on the Mexican stock exchange. She was Chief Merchandising Officer of Walmart Canada Corp., from December 2010 to September 2011, and Senior Vice President, Sam’s Club, a division of Wal-Mart Stores, Inc. from 2009 to 2010. She served as President and Chief Operating Officer of Michaels Stores, Inc. from 2008 to 2009, President and Chief Executive Officer, Sweetbay Supermarket, a division of Kash n’ Karry Food Stores, Inc., from 2006 to 2008, and President and Chief Executive Officer, Kash n’ Karry Food Stores, Inc. from 2003 to 2006. From 1991 to 2003, Ms. Broader held positions of increasing management responsibility at Hannaford Bros. Co., culminating in Senior Vice President, Business Strategy, Marketing and Communications. Her prior financial service industry experience includes Massachusetts Financial Services Company and Assistant Vice President at First Albany Corporation. Ms. Broader is a member of The Retail Council of Canada and Catalyst Canada.

Ms. Broader brings to our Board a current retail consumer marketing perspective from outside the financial services industry coupled with a degree of financial services experience early in her career. That perspective provides us with current insights into marketing to the younger segment of the population, which we expect to become more useful to us as those individuals’ need for financial services increases with their wealth and age. In addition, she has had full profit and loss responsibility for significant operations of both public and private companies over the last several years, including her current position at Walmart EMEA.

Jeffrey N. Edwards (53) Non-Executive Director — Member of the CGN&C Committee

Jeffrey Edwards has served as a non-executive director of our company since 2014. Mr. Edwards has been the Chief Operating Officer of New Vernon Advisers, LP (“NVA”), a registered investment advisor, since 2009. At NVA, he is responsible for legal, finance, administration, risk management, technology and investor relations. He also serves on that firm��s investment committee. Mr. Edwards has served as a director of New Vernon Mauritius since 2014. Prior to joining NVA, Mr. Edwards spent 22 years at Merrill Lynch & Co., Inc., most recently as Vice Chairman. His previous positions at Merrill Lynch & Co. included Chief Financial Officer, Head of Investment Banking for the Americas, Head of Global Capital Markets and Financing, and Co-head of Global Equities. He was a director of The NASDAQ Stock Market from 2004 – 2006, and has served as a director of Medusind, Inc., a privately held company, since 2012.

Mr. Edwards brings to the board more than two decades of capital markets and corporate finance experience at a large, global financial services firm.

Benjamin C. Esty(52) Non-Executive Director — Chairman of the Audit and Risk Committee

Professor Ben Esty has served as a non-executive director of our company since 2014. Professor Esty has been the Roy and Elizabeth Simmons Professor of Business Administration at the closeHarvard Graduate School of Business Administration since 2005 and was Head of the Finance Unit (i.e., department) from 2009 to 2014. Professor Esty has taught at Harvard about finance, financial strategy, and financial

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institutions for more than 20 years. He was the founding faculty chairman of Harvard’s General Management Program, a comprehensive leadership program for senior executives, and has participated in leadership development programs for companies and organizations outside academia. He was an independent trustee for the Eaton Vance family of mutual funds from 2005 to December 2013 and served as the Chairman of the Portfolio Management Committee from June 2008 to December 31, 2013. He also served on the Governance and Contract Review Committees. Professor Esty was a member of the board of the Harvard University Employees Credit Union from 1995 to 2001, where he served on the finance committee that dealt with asset and liability management, setting loan and deposit rates, and doing financial forecasting/planning.

Professor Esty provides the board with an independent director with extensive knowledge of finance and in-depth experience in the mutual fund/investment management business, including evaluation of fund performance, investment strategies, valuation analysis, and trading and risk management. That knowledge and experience is valuable to the board with respect to the Company’s investment banking, commercial banking, and asset management businesses as well as its own financing activities. In addition, Professor Esty’s experience in leadership development assists the board in its oversight of the management succession process.

Francis S. Godbold (71) Director

Francis Godbold has served as a director of our company since 1977. He has been Vice Chairman of our company since 2002 and is a director and officer of various affiliated entities, including serving as a director of Raymond James Bank, N.A. (“RJ Bank”) and as a member of its Executive Loan Committee. Mr. Godbold was a Trustee of Georgia Tech Foundation, Inc. from June 2003 to June 2011 and Trustee Emeritus since June 2011.

Mr. Godbold brings to the Board 45 years of management experience at our company, including 15 years of service as President of the company, capital market transaction experience in both favorable and difficult markets, significant stock ownership and an enduring commitment to our company.

Thomas A. James(72) Executive Chairman

Tom James has served as Chairman of the Board of the company since 1983, having also served as Chief Executive Officer from 1970 to April 30, 2010. As Chief Executive Officer, Mr. James chaired the Company’s Operating Committee (now known as the Executive Committee), the monthly financial review and the budget process. As Executive Chairman, Mr. James still participates in those activities. He continues to chair our Compliance and Standards Committee. Mr. James has been active in the Financial Services Roundtable since 2000, and served as its Chairman in 2007. He is a former Chairman of The Florida Council of 100 and a former Chairman of the Securities Industry Association (now, the Securities Industry and Financial Markets Association). He has been a certified financial planner since 1978. Mr. James serves on the board of Cora Health Services, Inc. and was a director of OSI Restaurant Partners, Inc. from 2002 to 2008. He is the current president of the board of trustees of The Salvador Dalí Museum, is on the board of the International Tennis Hall of Fame, and is the chairman of the Chi Chi Rodriguez Youth Foundation. During his career, he served on the boards of numerous public companies.

As our former Chief Executive Officer and current Executive Chairman, Mr. James’ more than 40 years of service to the company as CEO brings to the board a unique understanding of our businesses and the financial services industry, as well as the perspective of an entrepreneur who led the building of our company, which his father founded. His paternal commitment to the company, including his large stock ownership position, means he is strongly aligned with the interests of shareholders.

Gordon L. Johnson (57) Non-Executive Director — Member of the CGN&C Committee

Gordon Johnson has served as a non-executive director of our company since 2010. He has been the President of Highway Safety Devices, Inc., a 150-employee company that installs and repairs signalization, guardrails, signage and street lighting related to municipal roadway projects, since 2005. Mr. Johnson has served as a Director of RJ Bank since May 1, 2007, as a Director of Santa Fe Healthcare since

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January 2014, and as a Director of Florida Transportation Builders Association since June 2007. Mr. Johnson was a banking manager and executive for 23 years, including 20 years with Bank of America and its predecessors. He also served as CEO of Stonegate Partners, LLC, a financial buyout firm, from 2002 to 2004.

Mr. Johnson brings 23 years of experience with unaffiliated banks and seven years as a director of RJ Bank to our Board at a time when RJ Bank has become a significant segment of the overall company. He also brings the perspective of an entrepreneur and consumer of business related financial services.

Paul C. Reilly (60) Executive Director — Chief Executive Officer

Paul Reilly has served as a director of our company since 2006, and as Chief Executive Officer since May 1, 2010. He previously served as President of our company from May 1, 2009 to April 30, 2010. Mr. Reilly was a non-employee, independent director of the company from January 2006 until May 1, 2009 and chaired the Audit Committee from May 21, 2008 until May 1, 2009. Previously, he had served as Executive Chairman of Korn Ferry International from July 1, 2007 to April 30, 2009, and Chairman and Chief Executive Officer from 2001 to 2007. Mr. Reilly was Chief Executive Officer of KPMG International from 1998 to 2001. Prior to being named to that position, he was Vice Chairman, Financial Services, of KPMG LLP, the United States member firm of KPMG International. Mr. Reilly is a member of The Florida Council of 100 and of the Financial Services Roundtable. He is also a Director of United Way Suncoast, Chairman of the Tampa Heart Walk for the American Heart Association, and a member of The University of Notre Dame Business Advisory Council.

Mr. Reilly’s prior experience as chief executive officer of two complex and global organizations, one of which was a public company, combined with his background as a CPA and financial services consultant, brings a perspective to the board beyond the financial services industry, while his previous service on December 14, 2012our board provides continuity with prior senior management.

Robert P. Saltzman (72) Non-Executive Director — Chairman of the CGN&C Committee

Bob Saltzman has served as a non-executive director of our company since 2007. Since retiring as President and Chief Executive Officer of Jackson National Life Insurance Company in 2001, Mr. Saltzman has managed his personal investments, occasionally consulted with parties unaffiliated with the company on life insurance matters and assisted a family member in connection with the purchase and financing of a private company in which he now is an investor. Mr. Saltzman was a director of WNC First Corporation, a privately held property and casualty insurance underwriter, from November 2004 to June 2011. He also served as a Director and Audit Committee Chairman of Enhance Financial Services, a New York Stock Exchange listed company, from 1998 until its acquisition in March, 2001. Mr. Saltzman serves as a Life Trustee of Northwestern University.

Mr. Saltzman’s 37 year career in the financial services industry included chief executive officer positions at major life insurers. In that role he also oversaw bank and broker-dealer affiliates as well as full service asset management companies and thus he has experience in the management of large, complex organizations that are also subject to extensive regulation. Thus, Mr. Saltzman’s experience correlates very well with the role of a company director.

Hardwick Simmons (74) Non-Executive Director — Lead Director and Member of the Audit and Risk Committee

Wick Simmons has served as a non-executive director of our company since 2003 and as Lead Director since 2006. He has served as a Director of Lions Gate Entertainment Corp. since 2005. Mr. Simmons is also on the boards of two privately held companies, Stonetex Oil Company and Invivoscribe Technologies, Inc. From 2007 until 2009, he served as a Director of Geneva Acquisition Corp. From 2001 to 2003, he served as Chairman and CEO of The NASDAQ Stock Market. Mr. Simmons was President and CEO of Prudential Securities from 1990 to 2001, and President of Shearson Lehman Brothers — Private Client Group from 1983 to 1990. He also previously served as Chairman of the

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Securities Industry Association (now, the Securities Industry and Financial Markets Association) and as a Director of the National Association of Securities Dealers.

Mr. Simmons’ 37 year career encompassed a number of aspects that are relevant to his role as a member of our Board. He was the Chairman and CEO of a public company for two years, the president and CEO of a broker-dealer subsidiary of a major insurance company for eleven years, and president of the private client group of another brokerage firm for seven years. Those positions, together with his securities industry trade association service and directorship with a self-regulatory organization, provide us with a broad and historical perspective on our business and its regulatory environment.

Susan N. Story(54) Non-Executive Director — Member of the CGN&C Committee

Susan Story has served as a non-executive director of our company since 2008. Ms. Story is President and Chief Executive Officer of American Water Works Company, Inc., the largest publicly traded U.S. water and wastewater utility company, where she had been Senior Vice President and Chief Financial Officer since April 1, 2013. Ms. Story had previously served as Executive Vice President of the Southern Company, and President and CEO of Southern Company Services, Inc. from January 2011 to March 2013. From 2003 to 2010, Ms. Story was President and Chief Executive Officer of Gulf Power Company. She was previously Executive Vice President of Southern Company Services, Inc., from 2001 to 2003, and Senior Vice President, Southern Power Company, from 2002 to 2003. She served as Chairman of the Board, Gulf Power Company, from 2003 to 2010. Ms. Story is Past Chair of the Florida Chamber of Commerce and of The Florida Council of 100. She also previously served as Vice Chair of Enterprise Florida. She is a member of the Board of Advisors at the H. Lee Moffitt Cancer Center & Research Institute, and a member of the Board of Directors of the Bipartisan Policy Center. Previously, Ms. Story served as national chair for the Center for Energy Workforce Development and on the boards of the National Renewable Energy Laboratory and the Alliance to Save Energy.

Ms. Story’s seven year tenure as the CEO of an electric public utility has provided her in-depth experience with the following challenges that our Company also faces: dealing with regulators; managing complex organizations; addressing the impact of technological advances on daily operations; overseeing cyber security protocols; dealing with a changing workforce population and mitigating rising employee healthcare costs. With an engineering undergraduate degree, an advanced degree in business administration and coursework in finance, she brings a diversified educational background to the issues our Board faces.

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CORPORATE GOVERNANCE

Corporate Governance Principles.  The Board has adopted Corporate Governance Principles (“Principles”), which are available in the corporate governance section of the company’s Web site atwww.raymondjames.com (the “company’s Web site”). The Principles set forth the practices the Board follows with respect to, among other matters, the role and duties of the Board, size and composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board.

Board Leadership Structure.  As described in the Principles, the role of the Board is to oversee management of the company in its efforts to enhance shareholder value and conduct the company's business in accordance with its mission statement. In that connection, the Board helps management assess long-range strategies for the company, and evaluates management performance. The Board has appointed Mr. Hardwick Simmons, one of its independent directors, as lead director (“Lead Director”), whose role is to solicit agenda items and issues from non-executive directors for inclusion in the Board agenda and to organize and chair periodic meetings of the non-executive directors.

The company has also chosen to separate the chief executive officer and Board chairman positions. The company believes that the separation of these roles: (i) allows the Board to more effectively monitor and objectively evaluate the performance of the chief executive officer, such that the chief executive officer is more likely to be held accountable for his performance, and (ii) creates an atmosphere in which other directors are more likely to challenge the chief executive officer and other members of our senior management team. Our executive chairman, Mr. Thomas A. James, served as our chief executive officer from 1970 to 2010, and is the company’s largest shareholder. In light of his significant experience with, and detailed knowledge of, the company’s business operations, his desire to remain involved with the Company and his ongoing financial interest, the Board believes it to be appropriate that he retain the office of executive chairman of the Board. This leadership structure permits Mr. Reilly to pursue strategic and operational objectives, including a focus on core business segments, while the company continues to benefit from the extensive experience and knowledge of Mr. James. As a result, the company is afforded an effective combination of internal and external experience and continuity. For these reasons, the company believes that this board leadership structure is currently the most appropriate structure for the company. Nevertheless, the Board may reassess the appropriateness of the existing structure at any time, including following changes in Board composition, in management, or in the character of the company’s business and operations.

Code of Ethics and Directors’ Code.  As part of our ethics and compliance program, our Board has approved a Code of Ethics for Senior Financial Officers (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. In addition, we have adopted a separate Code of Business Conduct and Ethics for Members of the Board of Directors (“Directors’ Code”) that applies to all members of the Board. Both the Code of Ethics and the Directors’ Code are posted on our company’s Web site. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics or the Directors’ Code by posting such information on our Web site. The company maintains a compliance reporting line, where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Ethics, as well as accounting, auditing, ethical or other concerns.

Board’s Role in Risk Oversight.  We have an Enterprise Risk Management program under the direction of our Chief Risk Officer (“CRO”). The CRO and other members of the company’s management have prepared a series of qualitative “risk appetite” statements that articulate our conservative risk culture. Tolerance statements and measures have also been developed which attempt to quantitatively define appropriate adherence to our risk appetite. These statements are internally reviewed and approved by a risk committee structure established by management to address specific aspects of risk (i.e., market, liquidity, credit, operational, etc.), and are organized under the direction of our Enterprise Risk Management Committee (“ERMC”), which is chaired by the CRO. The Audit and Risk Committee subsequently

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reviews and approves our risk appetite and tolerance statements on at least an annual basis, and receives periodic reports from the ERMC and the CRO in order to monitor our adherence to them. In addition, the Audit and Risk Committee receives quarterly risk assessments from the ERMC and the CRO that identify new and emerging risks, changes to internal controls, and results of assurance activities, which include internal audits, regulatory examinations, and other self-assessment activities. The chair of the Audit and Risk Committee discusses the significant aspects of the Enterprise Risk Management program with the full Board at its regular meetings.

Compensation and Risk.  The Board, with the assistance of the CGN&C Committee, has evaluated our compensation policies and practices for all employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company. In reaching this conclusion, we undertook the following process:

In light of the above, our Board continues to conclude that our compensation policies in general, and our incentive programs in particular, remain well aligned with the interests of our shareholders and do not create risks that are reasonably likely to result in a material adverse impact on the Company.

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INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

BOARD MEETINGS AND ANNUAL MEETING OF SHAREHOLDERS

During the fiscal year ended September 30, 2014, the Board held four meetings (not including committee meetings). Each director attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which he or she served during fiscal 2014. It is the policy of the Board that all directors attend the annual shareholder meeting. All of our directors (other than Ms. Story, who had an unavoidable conflict) attended the 2014 annual meeting. The non-executive directors (those directors who are not officers or employees of the company) meet in executive session at least once per year during a regularly scheduled Board meeting without management. Mr. Hardwick Simmons, a non-executive and independent director and our Lead Director, presides at the regular executive sessions of the non-executive directors.

COMMITTEE MEMBERSHIP AND MEETINGS

The current committees of the Board are the Audit and Risk Committee, the Corporate Governance, Nominating and Compensation Committee, the Securities Repurchase Committee and the Securities Offerings Committee. The table below provides current membership information.

M — Member,C — Chairman, AM — Alternate Member

Below is a description of each committee of the Board. The Board has affirmatively determined that each of the Audit and Risk Committee and the Corporate Governance, Nominating and Compensation Committee consists entirely of independent directors pursuant to rules established by the NYSE and rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

THE AUDIT AND RISK COMMITTEE

The Audit and Risk Committee was chaired during fiscal 2014 by Mr. Simmons and consisted additionally of Ms. Broader and Messrs. Esty and Habermeyer. Effective November 20, 2014, Mr. Esty was appointed to succeed Mr. Simmons as chair. The committee met nine times during 2014. Under its charter, the committee:

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The committee’s charter is available on the company’s Web site. The charter sets forth the committee’s responsibilities, which include:

The committee has adopted a policy for pre-approving all audit and non-audit services provided by our independent auditors. The policy is designed to ensure that the auditor’s independence is not impaired. The policy provides that, before the company engages the independent auditor to render any service, the engagement must be specifically approved by the Audit and Risk Committee.

The Board has determined that each member of the committee is “financially literate” under the NYSE listing standards. The Board has further determined that each member of the committee qualifies as an “audit committee financial expert” (as defined under the SEC’s rules and regulations), that each member of the committee is also “independent” of the company under SEC rules and the NYSE listing rules, and that each member also has “accounting or related financial management expertise.”

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THE CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE

The Corporate Governance, Nominating and Compensation Committee is chaired by Mr. Saltzman and consists additionally of Messrs. Edwards and Johnson, and Ms. Story. The committee met six times during 2014. Under its charter, the committee:

The committee’s charter is available on the company’s Web site. The charter sets forth the committee’s responsibilities in relation to compensation matters, which include:

The committee meets at least every three years to review and determine the compensation of the company’s non-executive directors. In reviewing and determining non-executive director compensation, the committee considers, among other things, the following principles:

As a part of its review, the committee has engaged Pay Governance LLC as a third-party consultant to report on comparable non-executive director compensation practices and levels. No executive officer of the company is involved in determining or recommending non-executive director compensation levels. See the section of this Proxy Statement entitled “DIRECTOR COMPENSATION” below, for a more detailed discussion of compensation paid to the company’s directors during 2014.

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The charter also sets forth the committee’s responsibilities in relation to nominations and corporate governance, which include:

The candidates proposed for election in Proposal No. 1 of this Proxy Statement were unanimously recommended by the committee to the Board.

The committee will be entitledconsider candidates recommended for nomination to the Board by shareholders of the company. Shareholders may nominate candidates for election to the Board under Florida law and our By-laws. Under our By-laws, notice of such a proposal must generally be provided to the Secretary not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. In addition, our By-laws contain additional requirements applicable to any shareholder nomination, including a description of the information that must be included with any such proposal. For further information regarding deadlines for shareholder proposals, please see the section of this proxy statement below entitled “ADDITIONAL INFORMATION — Shareholder Proposals for the 2016 Annual Meeting.”

The committee reviews the experience and qualifications of all potential nominees to the Board. The manner in which the committee evaluates candidates recommended by shareholders would be generally the same as any other candidate. However, the committee would also seek and consider information concerning any relationship between a shareholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all of the shareholders. The committee would not evaluate a candidate recommended by a shareholder unless the shareholder’s proposal provides that the potential candidate has indicated a willingness to serve as a director, to comply with the expectations and requirements for Board service as publicly disclosed by the company and to voteprovide all of the information required under our By-laws and necessary to conduct an evaluation.

The committee believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:

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In considering candidates for director nominee, the committee generally assembles all information regarding a candidate’s background and qualifications, evaluates a candidate’s mix of skills and qualifications and determines the contribution that the candidate could be expected to make to the overall functioning of the Board, giving due consideration to the Board balance of diversity of perspectives, backgrounds and experiences. While the committee routinely considers diversity as a part of its deliberations, it has no formal policy regarding diversity. With respect to current directors, the committee considers past participation in and contributions to the activities of the Board. The committee recommends director nominees to the Board based on its assessment of overall suitability to serve in accordance with the company’s policy regarding nominations and qualifications of directors.

THE SECURITIES REPURCHASE COMMITTEE

The Securities Repurchase Committee consists of Thomas A. James, Hardwick Simmons and Robert P. Saltzman. This committee, which did not meet during fiscal 2014, has authority to approve certain purchases of our stock or notes from time to time. It does not have a separate charter.

THE SECURITIES OFFERINGS COMMITTEE

The Securities Offerings Committee consists of Thomas A. James, Paul C. Reilly and Hardwick Simmons, with Robert P. Saltzman and Francis S. Godbold as alternate members. This committee, which did not meet in fiscal 2014, has authority to approve the terms of securities offered under our shelf registration statement filed with the SEC. It does not have a separate charter.

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DIRECTOR COMPENSATION

Directors who are Raymond James employees do not receive compensation for their services as directors. The CGN&C Committee annually reviews and determines the compensation paid to non-executive directors.

The CGN&C Committee had approved the following fee arrangements for non-executive directors for 2014:

When any two of the above additional chairman positions were held by the same director, the higher fee and 50% of the lower fee, rather than both fees, were paid to that director. We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings.

In November of 2014, the Annual Meeting. AsCGN&C Committee conducted a review of December 14, 2012, therethe company’s non-executive director compensation. To assist in such review, the committee engaged a compensation consultant, Pay Governance LLC, to prepare a survey of non-employee director compensation at a select group of 15 peer companies. The committee noted that both aggregate board service fees (cash and equity) and aggregate committee fees were 138,969,393below the median for the comparator group. Following its review, the CGN&C Committee determined that fees for non-executive directors should be changed, commencing with the first quarter of the company’s fiscal 2015 year, as described below.

Stock Ownership Guidelines for Non-Executive Directors

Under our Corporate Governance Principles, all members of the Board are expected to attain ownership of at least 5,000 shares of the company's common stock outstanding and entitled to vote. Shareholders are entitled to one vote per share on all matters.by the third annual meeting of directors after they join the Board.

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The following table shows, as of September 30, 2014, the status of our non-executive directors meeting the requirements of the policy.

Director Compensation Table for 2014

The following table sets forth the compensation paid to our non-executive directors for services during fiscal year 2014.

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The aggregate number of share awards outstanding, as of September 30, 2014, for each of our non-executive directors was as follows:

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS

The following table sets forth the shares beneficially owned as of December 14, 2012, information regarding the beneficial ownership of our common stock8, 2014 by each personshareholder known byto us to beneficially own beneficially more than five percent (5%) of the company’s outstanding shares. The percentage of ownership indicated in the following table is based on 142,216,372 shares outstanding as of December 8, 2014.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table lists the shares of our common stock beneficially owned as of December 8, 2014 by (1) each director our Chief Executive Officer, Chief Financial Officer and the three other highest paiddirector nominee, (2) each executive officers (those five executive officers are listedofficer named in the “SummarySummary Compensation Table”Table below, and are collectively referred to as the “Named Executive Officers”), and(3) all current directors, director nominees and executive officers as a group. The percentage of ownership indicated in the following table is based on 142,216,372 of the company’s shares outstanding on December 8, 2014.

Beneficial ownership reported in the below table has been determined according to SEC regulations and includes shares that may be acquired within 60 days after December 8, 2014, upon the exercise of outstanding stock options and the vesting of restricted stock units. Unless otherwise indicated, all directors, director nominees and executive officers have sole voting and investment power with respect to the shares shown. Except as indicated, no shares are pledged as security. As of December 8, 2014, no individual director, director nominee or named executive officer other than Thomas A. James, our Executive Chairman, owned beneficially 1% or more of our shares, and our directors, director nominees and executive officers as a group owned approximately 11.53% of our outstanding shares.

Name		Beneficially Owned Shares				Percent of Class
Thomas A. James, Executive Chairman, Director			16,366,357	(1)(2)			11.78	%
Shelley G. Broader, Director			3,500	(3)(4)			*
Francis S. Godbold, Vice Chairman, Director			201,288	(1)			*
H. William Habermeyer, Jr., Director			3,550	(4)			*
Chet Helck, EVP – RJF, CEO of Global Private Client Group – RJF (5), Director			228,625	(1)(6)			*
Gordon L. Johnson, Director			1,050	(4)			*
Jeffrey P. Julien, CFO, Executive Vice President			96,178	(1)(7)			*
Paul C. Reilly, CEO, Director			242,637	(1)(8)			*
Robert P. Saltzman, Director			6,000	(4)(9)			*
Hardwick Simmons, Director			45,406	(4)			*
Susan N. Story, Director			6,000	(4)(10)			*
John C. Carson, Jr., President – RJF, Head of Fixed Income; CEO – MK			0	(11)			*
Dennis W. Zank, COO – RJF, CEO – RJA (5)			243,731	(1)(12)			*
All Executive Officers and Directors as a Group (21 persons)			17,793,940	(1)(4)(13)			12.80	%

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PROPOSAL 1: ELECTION OF DIRECTORSEXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Our BoardThis section of Directors presently consists of six independent directorsour Proxy Statement presents a discussion and four affiliated directors. Allanalysis of the current membersphilosophy and objectives of our Board’s Corporate Governance, Nominating and Compensation Committee (referred to in this section as the Board of Directors have been proposed“Committee”) in designing and implementing compensation programs for re-election byour executive officers. This section describes the CGN&C Committee of the Board of Directors.

The ten directors2014 compensation determinations relating to be elected areour chief executive officer, chief financial officer, and our next three most highly compensated executive officers (referred to hold office until the Annual Meeting of Shareholders in 2014 and until their respective successors shall have been elected. All of the nominees were elected by the shareholders on February 23, 2012, to serve as our directors until the Annual Meeting of Shareholders in 2013.

It is intended that proxies received will be voted to elect the nominees“named executive officers” or “NEOs”). Our named below. Should any nominee decline or be unable to accept such nomination to serve as a director due to events that are not presently anticipated, discretionary authority may be exercised by the holder of the proxies to voteexecutive officers for a substitute nominee.

On November 29, 2012, the Board of Directors amended our By-Laws to provide for a majority voting standard for uncontested elections of directors. This standard states that in uncontested director elections, a director nominee will be elected only if the number of votes cast “for” the nominee exceeds the number of votes cast “against” the nominee. If the director election is not an uncontested election, then directors are elected by a plurality of the votes cast. To address the “holdover” director situation under the Florida Business Corporation Act pursuant to which a director remains on the Board of Directors until his or her successor is elected and qualified, our Board of Directors also amended our Corporate Governance Principles on November 29, 2012 to require each incumbent nominee to submit an irrevocable contingent resignation letter prior to the mailing of the proxy statement for an annual meeting at which the nominee’s candidacy will be considered. If the nominee does not receive more votes cast “for” than “against” their election, the CGN&C Committee will recommend to the Board of Directors that it accept the nominee’s contingent resignation, unless it determines that acceptance of the resignation would not be in the interest of the Company or its shareholders. The Board of Directors will decide whether to accept or reject the contingent resignation at its next regularly scheduled meeting, but in no event later than 120 days following certification of the election results. The Board of Directors’ decision and its reasons will be promptly disclosed in a periodic or current report filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Board of Directors strives to ensure diversity of representation among its members. Of the ten director nominees, two are women and one is African-American. Increasing diversity is a priority, and when considering prospects for possible recommendation to the Board of Directors, the CGN&C Committee reviews available information about the prospects, including gender, race and ethnicity, as well as experience, qualifications, attributes and skills.

Under the Company’s Corporate Governance Principles, Mr. Simmons would normally have retired from the Board at this annual meeting, as he turned 72 in June 2012. That provision was waived by the Board of Directors as is permitted by those principles.

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 Changes to our Compensation Practices for 2014

We made two recent changes to our compensation practices:

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    “Clawback” policy.  We maintain — and have recently expanded — a robust compensation recoupment (or “clawback”) policy, which permits the company to recover compensation in the event of financial restatement, inaccurate performance measures and serious misconduct that results in material harm to the company.

    Stock ownership guidelines.  We maintain stock ownership requirements for our executive officers, creating a further link between management interests, company performance and shareholder value. All of our named executive officers have exceeded the ownership requirements.

    “Double triggers.”  Our award agreements for RSUs issued since 2010 generally maintain the numberrequirement of outstanding options at less than ten percent“double triggers” on the accelerated vesting of our outstanding shares. As membersawards in the event of our Operating Committee,a change in November 2011 (which iscontrol, meaning that an executive must actually be terminated following the change in fiscal year 2012), all of the Named Executive Officers except Mr. Carson and Mr. Helck were granted an equal number of options. Mr. Carson was not an employee at that time.

In November 2011, the Company re-evaluated its historic policy of issuing stock options to those who are currently “retirement eligible” orcontrol before vesting will be so inaccelerated.

    Modest perquisites.  We provide very modest perquisites that provide a sound benefit to the near future in lightcompany’s business.

What We Don’t Do

    No employment agreements.  Our executive officers, including our named executive officers, are employed by us on an “at will” basis, and none of several aspects. First,them is party to a separate employment agreement.

    No dividends on unearned performance-based awards.  No dividends or dividend equivalents are paid on performance-based awards during the Company must expense the value of the options immediatelyvesting period. Rather, dividends are deferred and will be paid based on performance achieved, with no premiums.

    No “gross ups.”  We do not generally provide excise tax “gross ups,” other than in the case of grants to retirement eligible individuals rathercertain relocation expenses, consistent with our relocation policy.

    No short selling or use of derivatives.  Our insider trading policy prohibits our executive officers from short selling or dealing in publicly-traded options in our common stock.

    Limited pledging by insiders.  Our directors and executive officers have less than amortizing their value over the life of the grant. Second, since the option can be exercised immediately upon retirement, the normal vesting period of the option provides the Company with limited or no retention element with respect to the employee. In addition, since the retirement eligible employee must exercise the option within 90 days of actual retirement, rather than during the remaining life of the option (prior to November 2012 options had a term of 62 months, options issued in November 2012 have a term of 74 months), there is the possibility that the option may not be “in the money” at the time of retirement. The Company thus delayed issuing options to a number of retirement eligible employees in late November 2011 while it examined other alternatives that could be more beneficial to both the Company and the grantee. In February 2012, the Company offered a number of retirement eligible employees the choice of receiving a normal option grant or a grant of restricted stock units equal in value to the Black-Scholes value of the options. Such restricted stock units would not vest upon retirement. However, the price of the Company’s stock had increased significantly since November 2011 and thus increased the value of the options granted in November 2011. The Company increased the number of options granted to those retirement eligible employees who chose a normal option to compensate them for not receiving an option grant at the favorable strike price of the options granted in November 2011 as its policy is not to back-date options. Mr. Helck was one of those employees.

During the past five years, the number of shares subject to outstanding options has represented between 3.5% and 4.8%0.0013% of our outstanding shares. In November 2011, we first determined how many optionsshares held in margin accounts or pledged to grant to department heads and other key employees in total, based upon previous awards.third parties. The numbercompany maintains a policy under which any new pledging of options granted to those employees in November 2011, inour common stock by such persons will require the aggregate was based on keeping the number of outstanding options well below the ten percent limit. That total number was allocated among all grantees based upon responsibility and compensation levels. The Operating Committee grantees were awarded the highest number of options among all grantees. The award of options has been intended to be a retention and shareholder alignment device rather than a major component of compensation. There has been no direct relationship between the number of options granted and the amount of annual bonuses.

In November, 2012, the Company began awarding key management employees options on an annual basis. Accordingly, individual awards were approximately one-halfapproval of the previously biennialCommittee.

    No option awards made in November 2011.re-pricing.  Our equity incentive plans contain certain provisions prohibiting option re-pricing absent approval of our shareholders.

No Backdatingoption backdating or Spring Loading.“spring-loading.”  We do not backdate options or grant options retroactively. In addition, we do not coordinate grants of options so that they are made before announcement of favorable information, or after announcement of unfavorable information. Options for our stock are granted at fair market value on a fixed date or event, with all required approvals obtained in advance of or on the actual grant date. Our general practice is to have grants of options reviewed and recommended by the CGN&C Committee and approved by the Board of Directors.

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Retirement Plans

2014 Compensation Decisions

The fourth componentIn November 2014, our chief executive officer, Mr. Reilly, evaluated the individual performance of each executive officer, including the compensation package is our contributions to various retirement plans, contributions to two of which are based on compensation levels and years of service of the employee. We maintain 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 our overall profits. Since inception of the 401(k) plan in 1987, we have matched a portion of the amount contributed annually by employees to their 401(k) accounts. The plan currently provides for us 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 employees who meet the length of service and minimum hours worked requirements specified in the plans. We also maintain a non-qualified long term incentive plan for highly compensated employees, including executive officers. Eligibility is restricted to those who meet certain compensation levels set annually in advance by the CGN&C Committee. The cliff vesting schedule of this plan is designed to encourage long-term employment with the firm. Contributions to this plan are also dependent upon our earnings. Beginning with calendar year 2013, the Company is offering highly compensated employees, includingnamed executive officers, the opportunity to voluntarily defer a portion of their compensation.

In addition, we have an employee stock purchase plan that allows employees to purchase shares of our 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.

The Named Executive Officers participate in these plans on the same basis as other employees.

2012 Compensation Decisions

2012 Base Salary Increases

The CGN&C Committee discussed and took into account the recommendations of our Chief Executive Officer, Mr. Reilly, who consultedagainst previously-determined individual goals. After consultation with Mr. James, his predecessorMr. Reilly made recommendations to the Committee as Chief Executive Officerto the amounts of annual bonus and our largest shareholder,stock options to be awarded each named executive officer (other than himself). The Committee reviewed and discussed such recommendations, as well as certain market data provided by its compensation consultant, Pay Governance LLC, with respect to the base salariescompensation of our chief executive officer. Similarly, Mr. James reviewed with the Named Executive OfficersCommittee the performance of Mr. Reilly and discussed his recommendations for calendarMr. Reilly’s compensation. The Committee evaluated the performance of Mr. Reilly and each of our other named executive officers in light of all the above information and approved the compensation of each, as further described below.

Target Compensation for 2014

Commencing with fiscal year 2012, other than himself.the Committee implemented the use of annual compensation targets for our executive officers. The Company has historically recommended base salary increases by an amount that approximates a percentage range that is also applicable to our overall employee population, except for situations involving promotions and/or expanded responsibility. Mr. Reilly, with two exceptions, adhered to that practice for calendar year 2012. Our Chief Executive Officer had the benefit of2014 compensation targets were based upon historical compensation, financial industry compensation surveys and research by our Human Resources Department with respectfiscal 2014 budget projections. The fiscal year 2014 targets were as follows:

Upon setting the targets, the Committee also stipulated that annual bonuses would be funded from a pool equal to our peer companies when making his recommendations.

2012 Bonus Awards

In November 2012, the CGN&C Committee reviewed the size of the pool resulting from 6% of consolidated pre-tax income, with no individual bonus to exceed 3% of such measure.

Individual Performance for 2014

Set forth below is a summary of the material goals and accomplishments for 2014 of each named executive officer, grouped by the areas of focus determined by the Committee at the beginning of the fiscal year, 2012.and which the Committee considered in exercising its discretion to award compensation for 2014. The Committee awarded each named executive officer an annual bonus in the amount indicated.

Paul C. Reilly, Chief Executive Officer —		2014 Annual Bonus: $5,000,000

The Committee reviewed Mr. Reilly consultedReilly’s achievements during the course of fiscal 2014, including the facts that, with Mr. James and made recommendationsrespect to the CGN&C Committee for the annual bonuses to be awarded to membersfinancial performance: all four of the Executivecompany’s segments achieved record revenue and record profits, except RJ Bank, which had its second most profitable year; the company achieved record net revenues of $4.9 billion and net income of $480 million, as well as return on equity of 12.3%, exceeding target in a low interest rate environment; the company achieved a 15.4% pre-tax margin on net revenues and maintained over $1 billion of free cash; and that the company achieved new records in client AuA and AUM. In addition, the Committee reviewed Mr. Reilly’s achievements in strategic and operational matters, including each Named Executive Officer other than himselfthat he had formalized the enterprise-risk management process throughout the firm and Mr. James, based onmaintained risk tolerances; maintained compensation ratio to net revenues of 68%; completed our first Dodd-Frank stress submission in an assessment of their performance against individual goals that had been set. The CGN&C Committee approved those recommendations.

Mr. Zank’s bonus was awarded based uponefficient manner; managed senior executive succession planning and transitions smoothly; and overseen the Chief Executive Officer’s andsecond-best recruiting year in the CGN&C Committee’s objective and subjective evaluation of the achievement of the following goals: organizing and leading our efforts to retain Morgan Keegan financial advisors; chairing a task force to harmonize Morgan Keegan financial advisor compensation and other policies with those of ours; and, mentoring the new leader of RJA Private Client Group.Group segment.

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Jeffrey P. Julien, Chief Financial Officer —		2014 Annual Bonus: $1,750,000

The Committee reviewed Mr. Helck’s bonus was awarded based uponJulien’s achievements during the Chief Executive Officer’scourse of fiscal 2014, and noted that, with respect to financial performance: he had worked with the CGN&C Committee’s objectiveBoard on planning for deployment of excess capital to grow the firm; moved funds to the bank sweep program and subjective evaluationmanaged capacity and returns effectively; improved the financial review process; and, as chairman of RJ Bank, that he had overseen the Bank’s generation of a return on equity exceeding that of the achievementoverall firm. The Committee also noted Mr. Julien’s accomplishments of strategic and operational goals, including that he had: significantly increased the volume and quality of opportunities being evaluated for potential acquisitions; completed the first Dodd-Frank stress test under Federal Reserve regulations efficiently; significantly improved relationship and dialogue with ratings agencies; assisted with succession of SEC reporting functions in the Legal department; actively participated in investor relations efforts; and continued as a valued advisor to the chief executive officer.

John C. Carson, Jr., President —		2014 Annual Bonus: $2,450,000

The Committee reviewed Mr. Carson’s achievements during the course of fiscal 2014, and noted that, with respect to financial performance: our Public Finance business performed well under his oversight against goals for total revenue, pre-tax net income and average revenue per banker, given extremely difficult market conditions; our Fixed Income business also performed well against goals for net revenue, earnings and pre-tax margin, despite extremely difficult market conditions, and that we had rationalized our Memphis location real estate presence, achieving significant savings and improved facilities. The Committee also noted the following strategic/operational achievements: our Public Finance business made progress on increasing the size of lead-managed underwritings; he significantly expanded our team in California and in the Health Care practice; our Fixed Income business increased its share of commission revenue from non-depository institutions; he had proactively managed inventory within set guidelines; he had ensured adequate liquidity and proper financing to safely carry the inventory levels through the stress cycles; he had further streamlined the organization and further reduced headcount, resulting in significant savings; and he had improved collaboration with our Private Client Group.

Jeffrey E. Trocin, President, Global Equities and Investment Banking, RJA —		2014 Annual Bonus: $3,300,000

The Committee reviewed Mr. Trocin’s achievements during the course of fiscal 2014, and noted that, with respect to financial performance: he had overseen an increase in revenues by 10%; improved investment banking revenues by 11%, with record M&A advisory revenues; obtained record pre-tax earnings, a 34% annual increase; achieved improvements in pre-tax margins, as compared with the prior year; reduced total administrative expense by 2.8% from the prior year; reduced equity research department expense and reduced the compensation ratio. Mr. Trocin’s strategic and operational achievements included: significantly improved collaboration between ECM and RJ Bank — establishing a formal process to provide loans to select ECM clients; and effectively recruited certain strategic teams. Further, Mr. Trocin maintained a premier middle-market investment banking platform; achieved several industry accolades, including M&A Advisor “Investment Banking Firm of the following goals: managingYear”; maintained excellent research quality and reputation — used to expand product “manufacturing” initiatives; recruited a new co-head of investment banking and integrated a new COO/CAO.

Dennis W. Zank, Chief Operating Officer —		2014 Annual Bonus: $2,650,000

The Committee reviewed Mr. Zank’s achievements during the transitioncourse of fiscal 2014, and noted that he participated in leading the leadershipfirm to achieve record net revenues of RJA$4.9 billion, net income of $480 million, and return on equity of 12.3%; stewarded the Private Client Group segment’s exceeding budgeted performance with $3 billion in net revenues; and RJFS; unifyingled work on expense efficiencies across multiple departments. Further, Mr. Zank accomplished the following strategic and/or operational objectives: he continued heavy involvement in the recruiting efforts among domesticprocess for the Private Client Group units; introducing our productsGroup; he continued making a strong contribution to the Morgan Keegan financial advisors; and, representing us and our peers before Congress and regulators as Chairman of the Securities Industry and Financial Markets Association.

Mr. Julien’s bonus was awarded based upon the Chief Executive Officer’s and the CGN&C Committee’s objective and subjective evaluation of the achievement of the following goals: leading the team that executed a public equity and two public debt offerings to finance the acquisition of Morgan Keegan; overseeing the modeling and projections associated with the Morgan Keegan transaction; coordinating efforts to educate shareholders, analysts, rating agencies and regulators about the Morgan Keegan transaction; and, overseeing conversion of RJ Bank to a national bank and the Company to a bank holding company.

Mr. Carson’s bonus was based upon Morgan Keegan meeting the revenue retention requirements set forth in his employment agreement.

2012 Stock Option Awards

Upon the recommendation of Mr. Reilly and in accordance with prior practice of generally comparable treatment, in November 2012, the Committee approved a grant of 12,500 options to all but two members of the Executive Committee. Mr. Carson whose employment agreement did not provideAdvisor retention; he completed second level “dashboards” for options was one of those two. In November 2011, optionseach business unit, capturing key metrics for 25,000 shares were granted to all members of the then constituted Operating Committee, except for Mr. Helck.

Compensation of the Chief Executive Officer

Mr. Reilly’s base salary rate for calendar year 2012 was $435,000, a 2% increase over calendar year 2011 consistent with treatment accorded other employees for the reasons set forth above under “2012 Compensation Decisions — 2012 Base Salary Increases”.

In determining Mr. Reilly’s annual bonus, the CGN&C Committee took into account fiscal year 2012 results, which included record net revenues and net income. The CGN&C Committee took into consideration what was accomplished while Mr. Reilly oversaw the pursuit, closing and initial integration of the Morgan Keegan acquisition, a historically significant positive undertaking for the Company. The Committee also recognized Mr. Reilly’s effective reorganization of the senior leadership team, which included leadership transitions in the private clientbudgeting process and asset management segments as well as operations and information technology. However,long-term strategic planning; he led the Committee was cognizanteffort of the initiatives remaining to be accomplished to make the Morgan Keegan transaction a success, primarily, the conversion of the Morgan Keegan accounts onto the Raymond James system and the realization of savings from the elimination of duplicative expenses. Mr. Reilly was awarded an annual bonus of $3,600,000.

The CGN&C Committee expects that the 2013 incentive compensation for Mr. Reilly and for several other members of senior management will be largely dependent upon the successful and complete integration of the Morgan Keegan business units with our existing business units. The specific accomplishments expected relate to the successful retention of Morgan Keegan employees, the successful integration of the Morgan Keegan businesses onto our technology platform, the harmonization of the differing commission scales formerly existent between the two companies and the realization of pre-tax profit expectations from adding Morgan Keegan’s businesses to ours.significantly

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Sayimproving the effectiveness of the Legal, Procurement and Human Resources functions through key management changes; and he continued to mentor key senior executives.

Annual Direct Compensation for 2014

After assessing the company’s financial and strategic performance for fiscal 2014, and after further evaluating the individual performance of our named executive officers, as described above, the Committee exercised its discretion to award annual direct compensation for 2014 to our NEOs as set forth in the following table.

The table below depicts how the Committee viewed its compensation decisions for our NEOs, but the presentation therein differs substantially from the Summary Compensation Table (“SCT”) on Pay Votepage 38 that is required by SEC rules. The table below is not a substitute for the information presented in the SCT.

There are two principal differences between the SCT and our Annual Direct Compensation Table:

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Alignment of CEO Compensation with Total Shareholder Return

As noted above, the compensation of our chief executive officer is heavily weighted to variable incentive compensation that is linked to performance, and a significant portion of the annual bonus for our chief executive officers is delivered in the form of restricted stock units. The following graph shows the total shareholder return on $100 invested in the company’s stock on September 30, 2009, compared to total annual direct compensation of our chief executive officer for each year represented. We had a 97.8% favorable vote onbelieve the graph demonstrates that our chief executive officers’ total compensation has correlated well to total shareholder return over the time periods indicated.

No Employment Agreements for Executive Officers

None of our executive compensation atofficers, including our chief executive officer and our chief financial officer, has a written employment agreement with the February 2012 annual meeting of shareholders.company, and each is thus employed by us on an “at will” basis.

Compensation and RiskRecoupment Policy

We believeOur Board adopted a Compensation Recoupment Policy in 2010 that is intended to reduce potential risks associated with our compensation policies in general,plans, and our incentive programs in particular, are well aligned withthus better align the long-term interests of our shareholdersnamed executive officers and do not create risksour shareholders. The original policy contained two triggers that are reasonably likely tocould result in “clawback” of compensation: (i) instances of financial statement restatement, and (ii) discovery of a material adverse impact on the Company. We reached this conclusion as a resultmaterially inaccurate performance measure that resulted in inappropriate award or vesting of an analysis in 2010 ofincentive compensation. In 2014, we reassessed our incentive compensation programs by an interdisciplinary team (risk management, accounting/payroll, legal, internal audit and human resources) led by our CRO. The team conducted an initial evaluation of our compensation programs and policies across five elements (1. performance measures, 2. funding, 3. performance period and pay mix, 4. goal setting, and 5. leverage, controls and processes), focusing on significant risk areas. The team found that formula-based funding of bonus pools are utilized consistently across the firm. Those formulas vary; some are based on gross revenue with the majority being on a pre-tax profit basis and aligned with the employee’s span of control and level of potential contribution. The team also determined that most bonus pools are not distributed purely on a formula basis, but rather are also based on subjective factors including longer term performance and consideration of the risks involved. The team also noted that equity has been a component of bonus payouts for many years and involved vesting over time, typically three years. The team reported its findings to the CGN&C Committee in May 2010, including that there were no formal claw-back provisions in our bonus arrangements and that although the percentage of cash incentive compensation appeared high relative to other financial firms, (in particular, financial institutions who received government assistance under the TARP program), our lower levels of total compensation offset that concern to some extent. As a result, the CGN&C Committee requested management to develop recommendations as to those two matters. In response, management proposed and the Board adopted in August 2010, upon the recommendation of the CGN&C Committee:

This analysis was supplemented by a review of Morgan Keegan’s incentive compensation program by our CRO who concluded that our compensation policies in generalcompany and our incentive programs in particular, remain well aligned withshareholders. After careful deliberation, we strengthened our policy by adding an additional, third trigger. The new trigger allows the interestsCommittee to clawback compensation for serious misconduct or materially imprudent judgment that caused the company material financial or reputational harm. (Incentive compensation is defined to includeany compensation other than base salary, and it thus includes cash, shares of our shareholdersstock, restricted shares, restricted stock units and do not create risks that are reasonably likelystock options.) The new trigger gives the Committee authority to result in a material adverse impact on the Company.

Compensation Consultant; Compensation Comparators

The CGN&C Committee engaged Pay Governance, LLC in 2011 in connection with the redesignrequire forfeiture of the Company’s senior executive compensation architecture, including development of initial compensation targets. That engagement concluded in January 2012.

Although Pay Governance had been initially engaged by management in 2010 to perform the preliminary analysis, for which it was paid $130,000, the CGN&C Committee did not view engaging Pay Governance to be the Committee’s consultant going forward to be a conflict of interest given the relatively small portion of Pay Governance’s revenues that the preliminary management engagement represented and the fact that Pay Governance had not previously performed any work for the Company. The initial work for management did not entail compiling recommendations of pay structure or levels, but merely was a comparison of payemployee’s

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methodologies and levels across a wide spectrum of competitor companies based upon public information and industry studies and did not entail a recommendation of a new unvested incentive compensation awards and/or different compensation structure for the company.

The CGN&C Committee has not engaged any compensation consultant to advise it on an ongoing basis.

During fiscal 2011 the CGN&C Committee relied on compensation data compiled by Pay Governance from a group of financial services companies (the “Peer Group”) in evaluating the proposed new senior executive compensation architecture. We believe the Peer Group represents mostreimbursement of the segmentsmost recently-received annual bonus. It applies to all executive officers and to any other employee whose annual incentive compensation exceeds 50% of the financial services industry in which we currently compete for executive talent. The Peer Group holding companytotal annual compensation, comparators remain the following companies:

Ameriprise Financial Inc.		RBC Dain Rauscher
Charles Schwab Corp.		Robert W Baird & Co.
E*TRADE Financial Corporation		TD Ameritrade Holding Corporation
Jefferies Group Inc.		FBR Capital Markets Corporation
The Jones Financial Companies, L.L.L.P.		Fifth Third Bancorp
KBW Inc.		Oppenheimer Holdings Inc.
Lazard Ltd.		Regions Financial Corp.
LPL Investment Holdings Inc.		Stifel Financial Corp.
Piper Jaffray Companies		Sun Trust Banks, Inc.

Stock Ownership Guidelines; Pledging of Company Shares

We grant stock-based compensation in order to align the interests of our employees with those of our shareholders. With the exception of accelerated vesting for death or disability, company-issued options, restricted stockPrivate Client Group financial advisors and restricted stock units are not transferable. Members ofbranch managers.

Stock Ownership Guidelines

Our Corporate Governance Principles stipulate that our Executive Committeeexecutive officers are expected to acquire and holdattain ownership of at least 10,000 shares of our common stock (including restricted stock and restricted stock units)(the “minimum holding”) within two years of becoming an Executive Committee member. Theyexecutive officers. Unvested restricted stock and RSUs, the vesting of which is based solely upon the passage of time, as well as certain types of indirect holdings (including shares held in a retirement plan such as the ESOP), are also expectedcounted towards satisfaction of this requirement. In addition to the minimum holding, executive officers are required to retain for three yearsat all times shares equal to 25% of the sum of shares of common stockthey have acquired over a rolling 36-month period through the exercise of options orand the vesting of restricted stock and RSUs.

Use of Compensation Consultants

The Committee engaged a compensation consultant, Pay Governance LLC (“Pay Governance”), to provide certain market data in connection with its 2014 compensation determinations for our chief executive officer. In addition, the Committee engaged Pay Governance to advise it on potential changes to the compensation of non-executive directors, as described above under the heading “DIRECTOR COMPENSATION.” The Committee uses such data as reference material to assist it in maintaining a general awareness of industry compensation standards and trends. The market data does not formulaically determine the Committee’s compensation decisions for any particular executive officer. The Committee does not target a particular percentile of the peer group with respect to total pay packages or restricted stock units. any individual component of pay.

Consideration of Prior “Say-on-Pay” Vote

We hold an advisory vote of our shareholders on executive compensation annually. At the 2014 annual shareholders meeting, 98.78% of the votes cast were in favor of the advisory proposal to approve our named executive officers’ compensation, (the “Say-on-Pay” proposal). We believe that the 2014 vote approving the Say-on-Pay proposal conveyed our shareholders’ strong support of the Committee’s decisions and our existing executive compensation programs. Based on this feedback, the Committee determined to continue our current compensation practices as described herein.

Compensation Framework — Policies and Process

Policies and Goals.  The Named Executive Officers have met these guidelines.

company competes for talent with other large financial services firms throughout the country, and our ability to sustain or improve our position in this highly competitive environment depends substantially on our ability to continue to attract and retain the most qualified employees. Our directors andoverall aim is to utilize our compensation programs to reward executive officers have less than 0.1%for the achievement of short-term and long-term strategic and operational goals and increased total shareholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. In support of our outstanding shares held in margin accounts or pledgedrecruitment and retention objectives, we structure our incentive awards to third parties.include vesting, deferred payment, and cancellation and clawback provisions that protect the company and ensure that executive’s individual interests are aligned with those of our shareholders. The Company has adopted a policy that any new pledging of Company stock will require the approval of the CGN&C Committee. The Company is reviewing its stock ownership guidelines and in connection therewith will consider establishing specific limitations on pledging of shares.

Derivatives Trading.  Our policy permitsnamed executive officers to implement only the following strategies with listed options on our stock: (1) sales of covered calls against our stock held free and clear in street name; and, (2) put writing. They are not permitted to purchase puts on our stock.

Benefits

The Named Executive Officers participate on the same basis as other employees in health and welfare, and paid time-off benefits designedbenefits.

Our executive compensation program emphasizes discretionary variable annual performance compensation and long-term incentive compensation, a portion of which will be received by the executive only upon our attainment of specific financial targets. Variable annual performance compensation and long-term incentive compensation are adjusted year-over-year to enable us to attractappropriately reward annual achievement of the company’s financial and retain our workforce in a competitive marketplace. Health and welfare and paid time-off benefits help ensurestrategic objectives. In addition, long-term incentive compensation serves shareholders’ interests by conditioning vesting upon future performance that we have a productive and focused workforce through reliable and competitive health and other benefits.executes on the Company’s

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Perquisites

We provide minimal perquisiteslong-term business strategy. The structure of our compensation program balances the objectives of delivering returns for shareholders and providing appropriate rewards to our directorsmotivate superior individual performance.

The company delivers a portion of incentive compensation in the form of equity awards to align employee interests with those of shareholders. The committee believes that linking compensation amounts to performance and Named Executive Officers: spousal/companion travel expensesdelivering annual and long-term incentives partially in conjunction with the long range planning Board meeting, sales reward tripsform of deferred equity awards that are affected, up or down, by future return on equity performance, and salesthat are subject to cancellation and analyst conferencesclawback over a multi-year period, helps motivate executives to achieve financial and suite tickets at Raymond James Stadium for Tampa Bay Buccaneer football games.

Separation and Change in Control Arrangements

Other than Mr. Carson, nonestrategic goals within the bounds of the Named Executive Officerscompany’s risk tolerance levels. Where an executive officer’s annual bonus exceeds the amount of $275,000, a variable portion of the bonus over $250,000 is a party to an agreement with us providing for benefits upon termination. Under Mr. Carson’s employment agreement, if his employment had been terminated on September 30, 2012 other than for “Cause” or had he resigned for “Good Reason” (as both terms are defineddelivered in his employment agreement) on that date his retention grantthe form of 99,686 restricted stock units would(“RSUs”). These RSUs vest and settle on April 20, 2015, so long as he would not be in breachover a three-year period. The proportion of RSUs increases with the size of the non-competition and non-solicitation provisionsbonus according to the following formula:

One-half of his employment agreement. Those restricted stock units would have been valuedsuch RSUs vest on the 3^rd anniversary of grant. The other half vests on the 3^rd anniversary of the grant only if the company attains certain defined average after-tax return on equity (“ROE”) levels over the 3-year measurement period. The current vesting formula is as follows (with results to be interpolated as necessary):