content: <!-- Document Prepared With E-Services, LLC HTML Software-->
  <!-- Copyright 2006 E-Services, LLC.-->
  <!-- All rights reserved EDGAR2.com -->
  <TITLE>Form 8-K</TITLE>
  
  </HEAD>
  <BODY style="FONT-FAMILY: 'Times New Roman'" bgColor=#ffffff>
  <DIV
  style="BORDER-RIGHT: medium none; PADDING-RIGHT: 0in; BORDER-TOP: medium none; PADDING-LEFT: 0in; PADDING-BOTTOM: 1pt; BORDER-LEFT: medium none; PADDING-TOP: 0in; BORDER-BOTTOM: 0.05em solid">
  <DIV
  style="BORDER-RIGHT: medium none; PADDING-RIGHT: 0in; BORDER-TOP: medium none; PADDING-LEFT: 0in; PADDING-BOTTOM: 1pt; BORDER-LEFT: medium none; PADDING-TOP: 0in; BORDER-BOTTOM: 0.25em solid">&nbsp;</DIV></DIV>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>
  <FONT
  size=5>UNITED STATES</FONT></B></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>
  <FONT
  size=5>SECURITIES AND EXCHANGE COMMISSION</FONT></B></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B><FONT
  size=3>Washington, DC 20549</FONT></B></P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>
  <FONT
  size=6>FORM 8-K</FONT></B></P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>
  <FONT
  size=4>CURRENT REPORT</FONT></B></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>Pursuant To Section 13 OR 15(d) of the </B></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>Securities Exchange Act of 1934</B></P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">Date of Report (Date of earliest event reported):
  <b>November 5, 2012</b></P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><U><B>
  <FONT
  size=6>STIFEL FINANCIAL CORP.</FONT></B></U></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">(Exact name of registrant as specified in its charter)</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><FONT
  size=2></FONT>&nbsp;</P>
  <DIV align=center>
  <TABLE style="BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0
  width="100%" border=0>
  
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width="33%">
        <P
        style="MARGIN: 5pt 0in 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center"><U><B>Delaware</B></U><BR>(State of
        incorporation)</P>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width="33%">
        <P
        style="MARGIN: 5pt 0in 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center"><U><B>001-09305</B></U><BR>(Commission File
        Number)</P>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width="33%">
        <P
        style="MARGIN: 5pt 0in 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center"><U><B>43-1273600</B></U><BR>(IRS
        Employer<BR>Identification No.)</P>
        </TD></TR></TABLE></DIV>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><b>One Financial Plaza</b></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>501 North Broadway</B></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><U><B>St. Louis, Missouri 63102-2102</B></U></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">(Address of principal executive offices, including zip code)</P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">Registrant's telephone number, including area code:
  <U><B>(314) 342-2000</B></U></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  
  
  <DIV align=center>
  <TABLE style="BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0
  width="100%" border=0>
  
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width="20%">
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; BORDER-BOTTOM: black 1.5pt solid"
      vAlign=top width="60%">
        <P style="MARGIN: 0in 0in 0pt; TEXT-ALIGN: center" align=center><B>N/A</B></P></TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width="20%">
        </TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width="20%">
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width="60%">
        <P style="MARGIN: 0in 0in 0pt; TEXT-ALIGN: center" align=center>(Former name or former address, if changed since last
        report)</P></TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width="20%">
        </TD></TR></TABLE></DIV>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><font size="2">Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (<I>see</I> General
  Instruction A.2. below):</font></P>
  
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">
  	<FONT face="Wingdings" size="3">&#254;</FONT><font size="2">&nbsp;&nbsp;&nbsp;Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR 230.425)</font></P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><B>
  <font size="2" face="Wingdings">o</font></B><font size="2">&nbsp;&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the
  Exchange Act (17 CFR 240.14a-12)</font></P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><B>
  <font size="2" face="Wingdings">o</font></B><font size="2">&nbsp;&nbsp;&nbsp;Pre-commencement communications pursuant to Rule
  14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</font></P>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><B>
  <font size="2" face="Wingdings">o</font></B><font size="2">&nbsp;&nbsp;&nbsp;Pre-commencement communications pursuant to Rule
  13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></P>
  
  <P
  style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; LINE-HEIGHT: 8.33%; TEXT-ALIGN: center"><FONT
  size=2></FONT>&nbsp;</P>
  <DIV
  style="BORDER-RIGHT: medium none; PADDING-RIGHT: 0in; BORDER-TOP: medium none; PADDING-LEFT: 0in; PADDING-BOTTOM: 1pt; BORDER-LEFT: medium none; PADDING-TOP: 0in; BORDER-BOTTOM: 0.25em solid">
  <DIV
  style="BORDER-RIGHT: medium none; PADDING-RIGHT: 0in; BORDER-TOP: medium none; PADDING-LEFT: 0in; PADDING-BOTTOM: 1pt; BORDER-LEFT: medium none; PADDING-TOP: 0in; BORDER-BOTTOM: 0.05em solid">&nbsp;</DIV></DIV>
  
  <DIV title="EE+ Page Break" style="PAGE-BREAK-AFTER: always">
  </DIV>
  
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><B>Item
  1.01&nbsp;&nbsp;Entry into a Material Definitive Agreement.</B></P>
  
  <p class="MsoNormal" style="text-align: justify; margin-bottom: 12.0pt"><u>
  Merger Agreement </u><i>
  &nbsp;</i></p>
  
  <p class="MsoNormal" style="text-indent: .5in; text-autospace: none" align="justify">
  On November 5, 2012, Stifel Financial Corp., a
  Delaware corporation (&quot;Stifel&quot;), and KBW, Inc., a Delaware corporation (&quot;KBW&quot;)
  entered into an Agreement and Plan of Merger (the &quot;Merger Agreement&quot;).&nbsp;
  Subsequently, SFKBW One, Inc., a Delaware corporation and direct, wholly owned
  subsidiary of Stifel (&quot;Merger Subsidiary&quot;) and SFKBW Two, LLC, a Delaware
  limited liability company and direct, wholly owned subsidiary of Stifel, which
  is disregarded from Stifel (&quot;Successor Subsidiary&quot;) acceded to the Merger
  Agreement and became parties thereto for all purposes set forth therein.&nbsp;
  Pursuant to the Merger Agreement, Merger Subsidiary will merge with and into KBW,
  whereupon the separate existence of Merger Subsidiary will cease, and the
  Company will be the surviving corporation (the &quot;Merger&quot;).&nbsp; The Merger Agreement
  further provides that immediately after the effectiveness of the Merger, KBW
  will be merged with and into Successor Subsidiary, with Successor Subsidiary
  continuing as the surviving entity in such merger as a direct wholly owned
  subsidiary of Stifel. </p>
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  Pursuant to the Merger Agreement, each
  outstanding share of KBW common stock (other than certain restricted shares, as
  described below) will be converted into the right to receive cash consideration
  of $10.00 less the per share amount of any KBW cash dividends other than
  ordinary quarterly dividends paid until December 31, 2012 (the &quot;Cash
  Consideration&quot;), and a portion of a share of Stifel common stock equal to (i)
  $7.50 divided by (ii) the average volume weighted average price per share of
  Stifel common stock for the last ten trading days prior to the closing date (the
  &quot;Exchange Ratio&quot;), subject to withholding of any applicable taxes and provided
  that such average of such volume weighted average stock prices for the purposes
  of such calculation cannot be less than $29.00 per share nor greater than $35.00
  per share (the &quot;Stock Consideration&quot;).&nbsp; If the average of such volume weighted
  average stock prices for purposes of such calculation is less than $29.00 per
  share or greater than $35.00 per share, the Exchange Ratio will be fixed at
  0.2586 shares of Stifel common stock or 0.2143 shares of Stifel common stock,
  respectively.&nbsp; </p>
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  Each KBW restricted stock award that is subject
  to a written agreement between KBW and the holder of such award that provides
  for a waiver of certain vesting rights shall, upon completion of the Merger, be
  deemed converted into the right to receive a number of shares of Stifel common
  stock equal to the product of (i) the number of shares of KBW common stock
  granted pursuant to such restricted stock award and (ii) $17.50, less the per
  share amount of any KBW cash dividends other than ordinary quarterly dividends
  paid until December 31, 2012, divided by the average volume weighted average
  price per share of Stifel common stock for the last ten trading days prior to
  the closing date (the &quot;Equity Exchange Ratio&quot;), subject to withholding of any
  applicable taxes and provided that such average of such volume weighted average
  stock prices for the purposes of such calculation cannot be less than $29.00 per
  share nor greater than $35.00 per share.&nbsp; If the average of such volume weighted
  average stock prices for purposes of such calculation is less than $29.00 per
  share or greater than $35.00 per share, the Equity Exchange Ratio will be fixed
  at 0.6034 shares of Stifel common stock or 0.5000 shares of Stifel common stock,
  respectively.&nbsp; </p>
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  Each KBW restricted stock award that is not
  subject to a written agreement between KBW and the holder of such award that
  provides for a waiver of certain vesting rights shall, upon completion of the
  Merger, become fully vested and nonforfeitable and shall be converted into the
  right to receive and shall become exchangeable for the Cash Consideration and
  the Stock Consideration in respect of each share of KBW common stock granted
  pursuant to such restricted stock award, as described above and subject to
  withholding of applicable taxes.</p>
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  Each KBW restricted stock unit shall, upon
  completion of the Merger, be fully vested in accordance with its terms and shall
  be converted into the right to receive and shall become exchangeable for the
  Cash Consideration and the Stock Consideration, as described&nbsp; above, provided,
  that applicable taxes will be withheld as required with respect to the
  consideration that is payable or deliverable with respect to such award, and
  provided further, that the foregoing shall not apply to any restricted stock
  unit award for which the holder has made a change in control override election
  (whether pursuant to a written agreement between KBW and such holder, or
  otherwise), in which case such restricted stock unit shall, upon completion of
  the merger, be deemed converted into the right to receive a number of shares of
  Stifel common stock equal to the product of (i) the number of shares of KBW
  common stock subject to such restricted stock unit award and (ii) the Equity
  Exchange Ratio, provided that the closing stock price for the purposes of such
  calculation shall not be less than $29.00 per share nor greater than $35.00 per
  share.&nbsp; If the closing stock price for purposes of such calculation is less than
  $29.00 per share or greater than $35.00 per share, the Equity Exchange Ratio
  will be fixed at 0.6034 shares of Stifel common stock or 0.5000 shares of Stifel
  common stock, respectively.&nbsp; In addition, upon completion of the Merger, any
  other KBW stock-based awards, except as otherwise set forth in an agreement with
  the holder, shall be converted into stock-based awards with respect to shares of
  Stifel common stock, in each case based on the Equity Exchange Ratio.
  </p>
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  The Merger Agreement contains customary
  representations, warranties and covenants, including, among other things,
  covenants that, subject to certain exceptions: (i) Stifel and KBW will each
  conduct its business in the ordinary course consistent with past practice until
  the earlier of the effective time of the Merger and termination of the Merger
  Agreement, (ii) Stifel and KBW will each use its reasonable best efforts to take
  all actions necessary, proper or advisable under applicable laws and regulations
  to consummate the Merger and the other transactions contemplated by the Merger
  Agreement, (iii) KBW will not solicit, initiate or knowingly facilitate or
  encourage the submission of any alternative acquisition proposal or enter into
  or participate in discussions or negotiations regarding, or provide any
  non-public information regarding KBW in connection with, alternative acquisition
  proposals; (iv) that KBW will call and hold a meeting of its stockholders to
  consider and vote upon the adoption of the Merger Agreement, and (v) that the
  KBW Board of Directors will recommend the adoption of the Merger Agreement by
  its stockholders.
  </p>
  
  <DIV title="EE+ Page Break" style="PAGE-BREAK-AFTER: always">
  <HR align=center width="100%" noShade SIZE=2>
  </DIV>
  
  
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  Consummation of the Merger is subject to various
  conditions, including: (i) adoption of the Merger Agreement by KBW's
  stockholders in accordance with Delaware law, (ii) the absence of any applicable
  law that prohibits, makes the Merger illegal or enjoins the consummation of the
  Merger, (iii) the registration statement on Form S-4
  (the &quot;S-4&quot;) having been declared effective by the Securities and Exchange
  Commission (the &quot;SEC&quot;), (iv) approval of the listing on the New York Stock
  Exchange of the Stifel common stock to be issued in the Merger, subject to
  official notice of issuance, (v) the applicable waiting period under the
  Hart-Scott-Rodino Antitrust Improvements Act relating to the Merger having
  expired or been terminated and (v) certain other regulatory approvals having
  been obtained if required by applicable law. Each party's obligation to
  consummate the Merger is also subject to certain additional customary
  conditions, including (i) subject to certain exceptions, the accuracy of the
  representations and warranties of the other party, (ii) performance in all
  material respects by the other party of its obligations under the Merger
  Agreement and (iii) absence of any developments subsequent to the date of the
  Merger Agreement that would have a material adverse effect on the other party.
  </p>
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  The Merger Agreement, in addition to providing
  that the parties can mutually agree to terminate the Merger Agreement, contains
  certain termination rights for KBW and Stifel, as the case may be, including
  upon: (1) the existence of any final and nonappealable applicable law that (a)
  prohibits or makes illegal the consummation of the Merger or (b) enjoins KBW or
  Stifel from consummating the Merger; (2) March 31, 2013, if the Merger has not
  been completed by that time; (3) a breach by the other party that cannot be
  cured by March 31, 2012 if such breach would result in a failure of the
  conditions to closing set forth in the Merger Agreement; (4) failure of KBW's
  stockholders to approve the Merger; (5) failure by the KBW board of directors to
  publicly confirm its board recommendation within five business days of a written
  request, made prior to KBW stockholder approval, by Stifel; (6) the occurrence
  of an Adverse Recommendation Change (as defined in the Merger Agreement); (7)
  the authorization of the board of directors of KBW for KBW, subject to complying
  with the terms of the Merger Agreement, including providing the required notice
  to Stifel, to enter into a written agreement concerning a Superior Proposal (as
  defined in the Merger Agreement); or (8) failure by the other party to close the
  Merger on the date required pursuant to the Merger Agreement despite all
  conditions to such party's obligation to effect the closing being satisfied.&nbsp;
  Upon termination of the Merger Agreement under specified circumstances, KBW may
  be required to pay Stifel a termination fee of $17,255,000.</p>
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  Upon consummation of the Merger, Stifel's board
  of directors will be increased by two members and such newly-created vacancies
  will be filled by two current directors of KBW, Thomas B. Michaud and an
  individual reasonably designated by KBW from among those individuals serving as
  directors of KBW immediately prior to the consummation of the Merger, who will
  be &quot;independent&quot; as such term is applied under the corporate governance
  standards of the Stifel board of directors.</p>
  <p class="MsoNormal" align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  The foregoing description of the Merger and the Merger Agreement does not
  purport to be complete and is qualified in its entirety by reference to the
  Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated by
  reference into this report.&nbsp; The Merger Agreement has been included to provide
  security holders with information regarding its terms. It is not intended to
  provide factual information about the parties or any of their respective
  subsidiaries or affiliates. The representations, warranties and covenants of
  each party as set forth in the Merger Agreement were made only for purposes of
  that agreement and as of specific dates, are solely for the benefit of the
  parties to the Merger Agreement, may be subject to limitations, qualifications
  and exceptions agreed upon or to be agreed upon by the parties (including being
  qualified by confidential disclosures), and may have been made for the purposes
  of allocating contractual risk between the parties to the Merger Agreement
  instead of establishing these matters as facts, and may be subject to standards
  of materiality applicable to the parties that differ from those applicable to
  investors. Accordingly, investors should read the Merger Agreement together with
  the other information concerning Stifel and KBW that each company publicly files
  in reports and statements with the SEC. </p>
  
  <p class="MsoNormal" align="justify"><u>Michaud Agreement</u></p>
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  On November 5, 2012, Stifel entered into an employment agreement with Thomas B.
  Michaud, KBW's Chief Executive Officer (the &quot;Employment Agreement&quot;), which
  provides for Mr. Michaud to serve as the Chairman and Chief Executive Officer of
  KBW for a three year term beginning on the date of the closing of the Merger.&nbsp;
  If the Merger Agreement terminates for any reason before the Merger closes, the
  Employment Agreement will become void and have no effect.&nbsp; Pursuant to the
  Employment Agreement, Mr. Michaud will be paid an annual base salary of $250,000
  per year and will be eligible for an annual bonus for each fiscal year that ends
  during the term of his employment.&nbsp; In addition, effective as of the closing of
  the Merger, Stifel will grant Mr. Michaud an award of restricted shares of
  Stifel common stock with a value of $750,000.&nbsp; Commencing in 2013, Mr. Michaud
  will also be entitled to receive an annual grant of long-term incentive awards
  consistent with Stifel's practice for senior vice presidents.&nbsp; The Employment
  Agreement provides for Mr. Michaud to be entitled to participate in each of
  Stifel's executive compensation programs and employee benefit plans and welfare
  plans on a basis that is at least as favorable as that for Stifel senior vice
  presidents.</p>
  
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  The Employment Agreement provides that if during its term Stifel terminates Mr.
  Michaud's employment without &quot;Cause&quot; (as defined in the Employment Agreement) or
  Mr. Michaud terminates his employment for &quot;Good Reason&quot; (as defined in the
  Employment Agreement), Stifel will pay Mr. Michaud, among other items, a lump
  sum severance amount of $3,500,000 and Mr. Michaud's previously issued
  equity-based compensation will vest and, if applicable, become exercisable.</p>
  
  <p class="MsoNormal" style="text-indent: .5in" align="justify">
  The foregoing description of the Employment Agreement does not purport to be
  complete and is qualified in its entirety by reference to the Employment Agreement,
  which is filed as Exhibit 10.1 hereto, and is incorporated by reference into
  this report. </p>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <DIV title="EE+ Page Break" style="PAGE-BREAK-AFTER: always">
  <HR align=center width="100%" noShade SIZE=2>
  </DIV>
  
  
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in">&nbsp;</p>
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in"><b>
  Cautionary Statement Concerning Forward-Looking
  Statements </b></p>
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in" align="justify">
  Statements in this Current Report on Form 8-K
  that relate to Stifel's or KBW's future plans, objectives, expectations,
  performance, events and the like may constitute &quot;forward-looking statements&quot;
  within the meaning of the Private Securities Litigation Reform Act of 1995,
  Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
  Securities Exchange Act of 1934, as amended. Future events, risks and
  uncertainties, individually or in the aggregate, could cause our actual results
  to differ materially from those expressed or implied in these forward-looking
  statements. The material factors and assumptions that could cause actual results
  to differ materially from current expectations include, without limitation, the
  following: (1) the inability to close the merger in a timely manner; (2) the
  inability to complete the merger due to the failure to obtain KBW stockholder
  adoption of the merger agreement or the failure to satisfy other conditions to
  completion of the merger, including required regulatory and court approvals; (3)
  the failure of the transaction to close for any other reason; (4) the
  possibility that the integration of KBW's business and operations with those of
  Stifel may be more difficult and/or take longer than anticipated, may be more
  costly than anticipated and may have unanticipated adverse results relating to
  KBW's or Stifel's existing businesses; (5) the challenges of integrating and
  retaining key employees; (6) the effect of the announcement of the transaction
  on Stifel's, KBW's or the combined company's respective business relationships,
  operating results and business generally; (7) the possibility that the
  anticipated synergies and cost savings of the merger will not be realized, or
  will not be realized within the expected time period; (8) the possibility that
  the merger may be more expensive to complete than anticipated, including as a
  result of unexpected factors or events; (9) the challenges of maintaining and
  increasing revenues on a combined company basis following the close of the
  merger; (10) diversion of management's attention from ongoing business concerns;
  (11) general competitive, economic, political and market conditions and
  fluctuations; (12) actions taken or conditions imposed by the United States and
  foreign governments; (13) adverse outcomes of pending or threatened litigation
  or government investigations; (14) the impact of competition in the industries
  and in the specific markets in which Stifel and KBW, respectively, operate; and
  (15) other factors that may affect future results of the combined company
  described in the section entitled &quot;Risk Factors&quot; in the proxy
  statement/prospectus to be mailed to KBW's shareholders and in Stifel's and
  KBW's respective filings with the U.S. Securities and Exchange Commission
  (&quot;SEC&quot;) that are available on the SEC's web site located at http://www.sec.gov,
  including the sections entitled &quot;Risk Factors&quot; in Stifel's Annual Report on Form
  10-K for the fiscal year ended December 31, 2011, and &quot;Risk Factors&quot; in KBW's
  Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Readers
  are strongly urged to read the full cautionary statements contained in those
  materials. We assume no obligation to update any forward-looking statements to
  reflect events that occur or circumstances that exist after the date on which
  they were made. </p>
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in">&nbsp;</p>
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in"><b>
  Additional Information </b></p>
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in" align="justify">
  In connection with the proposed Merger, Stifel
  will be filing a registration statement on Form S-4 that also constitutes a
  prospectus of Stifel and other relevant documents relating to the acquisition of
  KBW with the SEC. The registration statement on Form S-4 will include a proxy
  statement of KBW, and the final proxy statement/prospectus will be mailed to
  shareholders of KBW. <b>Stifel and KBW shareholders are urged to read the
  registration statement and any other relevant documents filed with the SEC,
  including the proxy statement/prospectus that will be part of the registration
  statement, because they will contain important information about Stifel, KBW and
  the proposed transaction. </b>Investors and securityholders will be able to
  obtain free copies of the registration statement and proxy statement/prospectus
  (when available) as well as other filed documents containing information about
  Stifel and KBW, without charge, at the SEC's website (http://www.sec.gov). Free
  copies of Stifel's filings also may be obtained by directing a request to
  Stifel's Investor Relations by phone to (314) 342-2000, in writing to Stifel
  Financial Corp., Attention: Investor Relations, 501 North Broadway, St. Louis,
  Missouri 63102, by email to <u>investorrelations@stifel.com</u> or at Stifel's
  website (<u>http://www.stifel.com</u>). Free copies of KBW's filings also may be
  obtained by directing a request to KBW's Investor Relations by phone to
  (866)-529-2339, in writing to KBW, Inc., Attn: Alan Oshiki, c/o King Worldwide
  Investor Relations, 48 Wall Street, 32nd Floor, New York, New York 10005, or by
  email to kbw.inv.relations@kbw.com. </p>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <DIV title="EE+ Page Break" style="PAGE-BREAK-AFTER: always">
  <HR align=center width="100%" noShade SIZE=2>
  </DIV>
  
  
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in" align="justify">
  &nbsp;</p>
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in" align="justify">
  <b>Proxy Solicitation </b></p>
  <p class="MsoNormal" style="text-autospace: none; margin: 5.0pt 0in" align="justify">
  Stifel, KBW and their respective directors and
  executive officers may be deemed, under SEC rules, to be participants in the
  solicitation of proxies from the shareholders of KBW with respect to the
  proposed transaction. More detailed information regarding the identity of the
  potential participants, and their direct or indirect interests, by securities
  holdings or otherwise, will be set forth in the registration statement and proxy
  statement/prospectus and other materials to be filed with the SEC in connection
  with the proposed transaction. Information regarding Stifel's directors and
  executive officers is also available in Stifel's definitive proxy statement for
  its 2012 Annual Meeting of Shareholders filed with the SEC on April 20, 2012.
  Information regarding KBW's directors and executive officers is also available
  in KBW's definitive proxy statement for its 2012 Annual Meeting of Shareholders
  filed with the SEC on April 27, 2012. These documents are available free of
  charge at the SEC's web site at www.sec.gov and from Investor Relations at KBW
  and Stifel. </p>
  
  
  
  <P style="MARGIN-TOP: 6.0pt; MARGIN-BOTTOM: -10px; " class="MsoNormal">&nbsp;</P>
  <P style="MARGIN-TOP: 6.0pt; MARGIN-BOTTOM: -10px; " class="MsoNormal">&nbsp;</P>
  <P style="MARGIN-TOP: 6.0pt; MARGIN-BOTTOM: -10px; " class="MsoNormal"><B>
  Item 9.01&nbsp;&nbsp;&nbsp;Financial Statements and Exhibits.</B></P>
  <P style="MARGIN-TOP: 6.0pt; MARGIN-BOTTOM: -10px; " class="MsoNormal">&nbsp;</P>
  
  <DIV align=left>
  <TABLE style="BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width=125
  border=0>
  
    <TR>
      <TD vAlign=top noWrap width=48>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		<i>(d) </i></P></TD>
      <TD vAlign=top noWrap width=77>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		<i>Exhibits.</i></P></TD></TR></TABLE>
  <p style="text-indent: 0pt; text-align: left; margin-left: 0pt; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</DIV>
  
  
  <DIV align=left>
  <TABLE style="MARGIN-LEFT: 5.4pt; BORDER-COLLAPSE: collapse" cellSpacing=0
  cellPadding=0 width=902 border=0>
  
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=144>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		<b><U>Exhibit No.</U></b></P></TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=731>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		<b><U>Description of Exhibit</U></b></P></TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=144>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=731>
        </TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=144>
        2.1</TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=731>
        Agreement and Plan of Merger dated November 5, 2012, between Stifel
  		Financial Corp. and KBW, Inc. (the schedules and exhibits have been
  		omitted pursuant to Item 601(b)(2) of Regulation S-K)</TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=144>
        10.1</TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=731>
        Employment Agreement dated November 5, 2012, between Stifel Financial
  		Corp. and Thomas B. Michaud</TD></TR>
    </TABLE></DIV>
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <DIV title="EE+ Page Break" style="PAGE-BREAK-AFTER: always">
  <HR align=center width="100%" noShade SIZE=2>
  </DIV>
  
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>SIGNATURE</B></P>
  
  <P
  style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: ; TEXT-ALIGN: justify">&nbsp;</P>
  <P
  style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: ; TEXT-ALIGN: justify">Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.</P>
  <P
  style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: ; TEXT-ALIGN: justify">&nbsp;</P>
  <P
  style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: ; TEXT-ALIGN: justify">&nbsp;</P>
  
  
  <DIV align=left>
  <TABLE style="BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="65%"
  border=0>
  
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=359>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top colSpan=2>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">STIFEL FINANCIAL CORP.</P></TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=359>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=20>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=490>
        </TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=359>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=20>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=490>
        </TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=359>
        <P
        style="MARGIN-TOP: 1pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		Date: November 9, 2012</P></TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=20>
        <P
        style="MARGIN-TOP: 1pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		By:</P></TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; BORDER-BOTTOM: black 1pt solid"
      vAlign=top width=402>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">/s/ James M. Zemlyak</P></TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=359>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=20>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=402>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		James M. Zemlyak</P></TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=359>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=20>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=402>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		<i>Senior Vice President and Chief Financial
    Officer</i></P></TD></TR></TABLE></DIV>
  <P
  style="MARGIN-TOP: 5pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.5in; TEXT-INDENT: -0.5in; TEXT-ALIGN: left"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <DIV title="EE+ Page Break" style="PAGE-BREAK-AFTER: always">
  <HR align=center width="100%" noShade SIZE=2>
  </DIV>
  
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"><B>EXHIBIT INDEX</B></P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</P>
  
  <DIV align=left>
  <TABLE style="MARGIN-LEFT: 5.4pt; BORDER-COLLAPSE: collapse" cellSpacing=0
  cellPadding=0 width=905 border=0 id="table4">
  
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=144>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		<b><U>Exhibit No.</U></b></P></TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=734>
        <P
        style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
  		<b><U>Description of Exhibit</U></b></P></TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=144>
        </TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=734>
        </TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=144>
        2.1</TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=734>
        Agreement and Plan of Merger dated November 5, 2012, between Stifel
  		Financial Corp. and KBW, Inc. (the schedules and exhibits have been
  		omitted pursuant to Item 601(b)(2) of Regulation S-K)</TD></TR>
    <TR>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=144>
        10.1</TD>
      <TD
      style="PADDING-RIGHT: 5.4pt; PADDING-LEFT: 5.4pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in"
      vAlign=top width=734>
        Employment Agreement dated November 5, 2012, between Stifel Financial
  		Corp. and Thomas B. Michaud</TD></TR>
    </TABLE>
  <p>&nbsp;</p>
  <p>&nbsp;</p>
  <p>&nbsp;</DIV>
  
  
  
  
  
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><FONT
  size=2></FONT>&nbsp;</P>
  <HR align=center width="100%" noShade SIZE=2>
  <P style="MARGIN-TOP: 5pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><FONT
  size=2></FONT>&nbsp;</P>
  <P style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left"><FONT
  size=2></FONT>&nbsp;</P></BODY>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "formv8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 42283}]
metadata_filer: {"company-data": {"conformed-name": "STIFEL FINANCIAL CORP", "cik": "0000720672", "assigned-sic": "6211", "irs-number": "431273600", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09305", "film-number": "121193744"}, "business-address": {"street1": "ATTN: JAMES G. LASCHOBER", "street2": "501 N. BROADWAY", "city": "ST. LOUIS", "state": "MO", "zip": "63102-2102", "phone": "314-342-2000"}, "mail-address": {"street1": "ATTN: JAMES G. LASCHOBER", "street2": "501 N. BROADWAY", "city": "ST. LOUIS", "state": "MO", "zip": "63102-2102"}}
text: Form 8-K
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, DC 20549
  FORM 8-K
  CURRENT REPORT
  Pursuant To Section 13 OR 15(d) of the
  Securities Exchange Act of 1934
  Date of Report (Date of earliest event reported):
  November 5, 2012
  STIFEL FINANCIAL CORP.
  (Exact name of registrant as specified in its charter)
  Delaware
  (State of
        incorporation)
  001-09305
  (Commission File
        Number)
  43-1273600
  (IRS
        Employer
  Identification No.)
  One Financial Plaza
  501 North Broadway
  St. Louis, Missouri 63102-2102
  (Address of principal executive offices, including zip code)
  Registrant's telephone number, including area code:
  (314) 342-2000
  N/A
  (Former name or former address, if changed since last
        report)
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (
  see
  General
  Instruction A.2. below):
  þ
  Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR 230.425)
  o
  Soliciting material pursuant to Rule 14a-12 under the
  Exchange Act (17 CFR 240.14a-12)
  o
  Pre-commencement communications pursuant to Rule
  14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  o
  Pre-commencement communications pursuant to Rule
  13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  Item
  1.01  Entry into a Material Definitive Agreement.
  Merger Agreement
  On November 5, 2012, Stifel Financial Corp., a
  Delaware corporation ("Stifel"), and KBW, Inc., a Delaware corporation ("KBW")
  entered into an Agreement and Plan of Merger (the "Merger Agreement"). 
  Subsequently, SFKBW One, Inc., a Delaware corporation and direct, wholly owned
  subsidiary of Stifel ("Merger Subsidiary") and SFKBW Two, LLC, a Delaware
  limited liability company and direct, wholly owned subsidiary of Stifel, which
  is disregarded from Stifel ("Successor Subsidiary") acceded to the Merger
  Agreement and became parties thereto for all purposes set forth therein. 
  Pursuant to the Merger Agreement, Merger Subsidiary will merge with and into KBW,
  whereupon the separate existence of Merger Subsidiary will cease, and the
  Company will be the surviving corporation (the "Merger").  The Merger Agreement
  further provides that immediately after the effectiveness of the Merger, KBW
  will be merged with and into Successor Subsidiary, with Successor Subsidiary
  continuing as the surviving entity in such merger as a direct wholly owned
  subsidiary of Stifel.
  Pursuant to the Merger Agreement, each
  outstanding share of KBW common stock (other than certain restricted shares, as
  described below) will be converted into the right to receive cash consideration
  of $10.00 less the per share amount of any KBW cash dividends other than
  ordinary quarterly dividends paid until December 31, 2012 (the "Cash
  Consideration"), and a portion of a share of Stifel common stock equal to (i)
  $7.50 divided by (ii) the average volume weighted average price per share of
  Stifel common stock for the last ten trading days prior to the closing date (the
  "Exchange Ratio"), subject to withholding of any applicable taxes and provided
  that such average of such volume weighted average stock prices for the purposes
  of such calculation cannot be less than $29.00 per share nor greater than $35.00
  per share (the "Stock Consideration").  If the average of such volume weighted
  average stock prices for purposes of such calculation is less than $29.00 per
  share or greater than $35.00 per share, the Exchange Ratio will be fixed at
  0.2586 shares of Stifel common stock or 0.2143 shares of Stifel common stock,
  respectively.
  Each KBW restricted stock award that is subject
  to a written agreement between KBW and the holder of such award that provides
  for a waiver of certain vesting rights shall, upon completion of the Merger, be
  deemed converted into the right to receive a number of shares of Stifel common
  stock equal to the product of (i) the number of shares of KBW common stock
  granted pursuant to such restricted stock award and (ii) $17.50, less the per
  share amount of any KBW cash dividends other than ordinary quarterly dividends
  paid until December 31, 2012, divided by the average volume weighted average
  price per share of Stifel common stock for the last ten trading days prior to
  the closing date (the "Equity Exchange Ratio"), subject to withholding of any
  applicable taxes and provided that such average of such volume weighted average
  stock prices for the purposes of such calculation cannot be less than $29.00 per
  share nor greater than $35.00 per share.  If the average of such volume weighted
  average stock prices for purposes of such calculation is less than $29.00 per
  share or greater than $35.00 per share, the Equity Exchange Ratio will be fixed
  at 0.6034 shares of Stifel common stock or 0.5000 shares of Stifel common stock,
  respectively.
  Each KBW restricted stock award that is not
  subject to a written agreement between KBW and the holder of such award that
  provides for a waiver of certain vesting rights shall, upon completion of the
  Merger, become fully vested and nonforfeitable and shall be converted into the
  right to receive and shall become exchangeable for the Cash Consideration and
  the Stock Consideration in respect of each share of KBW common stock granted
  pursuant to such restricted stock award, as described above and subject to
  withholding of applicable taxes.
  Each KBW restricted stock unit shall, upon
  completion of the Merger, be fully vested in accordance with its terms and shall
  be converted into the right to receive and shall become exchangeable for the
  Cash Consideration and the Stock Consideration, as described  above, provided,
  that applicable taxes will be withheld as required with respect to the
  consideration that is payable or deliverable with respect to such award, and
  provided further, that the foregoing shall not apply to any restricted stock
  unit award for which the holder has made a change in control override election
  (whether pursuant to a written agreement between KBW and such holder, or
  otherwise), in which case such restricted stock unit shall, upon completion of
  the merger, be deemed converted into the right to receive a number of shares of
  Stifel common stock equal to the product of (i) the number of shares of KBW
  common stock subject to such restricted stock unit award and (ii) the Equity
  Exchange Ratio, provided that the closing stock price for the purposes of such
  calculation shall not be less than $29.00 per share nor greater than $35.00 per
  share.  If the closing stock price for purposes of such calculation is less than
  $29.00 per share or greater than $35.00 per share, the Equity Exchange Ratio
  will be fixed at 0.6034 shares of Stifel common stock or 0.5000 shares of Stifel
  common stock, respectively.  In addition, upon completion of the Merger, any
  other KBW stock-based awards, except as otherwise set forth in an agreement with
  the holder, shall be converted into stock-based awards with respect to shares of
  Stifel common stock, in each case based on the Equity Exchange Ratio.
  The Merger Agreement contains customary
  representations, warranties and covenants, including, among other things,
  covenants that, subject to certain exceptions: (i) Stifel and KBW will each
  conduct its business in the ordinary course consistent with past practice until
  the earlier of the effective time of the Merger and termination of the Merger
  Agreement, (ii) Stifel and KBW will each use its reasonable best efforts to take
  all actions necessary, proper or advisable under applicable laws and regulations
  to consummate the Merger and the other transactions contemplated by the Merger
  Agreement, (iii) KBW will not solicit, initiate or knowingly facilitate or
  encourage the submission of any alternative acquisition proposal or enter into
  or participate in discussions or negotiations regarding, or provide any
  non-public information regarding KBW in connection with, alternative acquisition
  proposals; (iv) that KBW will call and hold a meeting of its stockholders to
  consider and vote upon the adoption of the Merger Agreement, and (v) that the
  KBW Board of Directors will recommend the adoption of the Merger Agreement by
  its stockholders.
  Consummation of the Merger is subject to various
  conditions, including: (i) adoption of the Merger Agreement by KBW's
  stockholders in accordance with Delaware law, (ii) the absence of any applicable
  law that prohibits, makes the Merger illegal or enjoins the consummation of the
  Merger, (iii) the registration statement on Form S-4
  (the "S-4") having been declared effective by the Securities and Exchange
  Commission (the "SEC"), (iv) approval of the listing on the New York Stock
  Exchange of the Stifel common stock to be issued in the Merger, subject to
  official notice of issuance, (v) the applicable waiting period under the
  Hart-Scott-Rodino Antitrust Improvements Act relating to the Merger having
  expired or been terminated and (v) certain other regulatory approvals having
  been obtained if required by applicable law. Each party's obligation to
  consummate the Merger is also subject to certain additional customary
  conditions, including (i) subject to certain exceptions, the accuracy of the
  representations and warranties of the other party, (ii) performance in all
  material respects by the other party of its obligations under the Merger
  Agreement and (iii) absence of any developments subsequent to the date of the
  Merger Agreement that would have a material adverse effect on the other party.
  The Merger Agreement, in addition to providing
  that the parties can mutually agree to terminate the Merger Agreement, contains
  certain termination rights for KBW and Stifel, as the case may be, including
  upon: (1) the existence of any final and nonappealable applicable law that (a)
  prohibits or makes illegal the consummation of the Merger or (b) enjoins KBW or
  Stifel from consummating the Merger; (2) March 31, 2013, if the Merger has not
  been completed by that time; (3) a breach by the other party that cannot be
  cured by March 31, 2012 if such breach would result in a failure of the
  conditions to closing set forth in the Merger Agreement; (4) failure of KBW's
  stockholders to approve the Merger; (5) failure by the KBW board of directors to
  publicly confirm its board recommendation within five business days of a written
  request, made prior to KBW stockholder approval, by Stifel; (6) the occurrence
  of an Adverse Recommendation Change (as defined in the Merger Agreement); (7)
  the authorization of the board of directors of KBW for KBW, subject to complying
  with the terms of the Merger Agreement, including providing the required notice
  to Stifel, to enter into a written agreement concerning a Superior Proposal (as
  defined in the Merger Agreement); or (8) failure by the other party to close the
  Merger on the date required pursuant to the Merger Agreement despite all
  conditions to such party's obligation to effect the closing being satisfied. 
  Upon termination of the Merger Agreement under specified circumstances, KBW may
  be required to pay Stifel a termination fee of $17,255,000.
  Upon consummation of the Merger, Stifel's board
  of directors will be increased by two members and such newly-created vacancies
  will be filled by two current directors of KBW, Thomas B. Michaud and an
  individual reasonably designated by KBW from among those individuals serving as
  directors of KBW immediately prior to the consummation of the Merger, who will
  be "independent" as such term is applied under the corporate governance
  standards of the Stifel board of directors.
  The foregoing description of the Merger and the Merger Agreement does not
  purport to be complete and is qualified in its entirety by reference to the
  Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated by
  reference into this report.  The Merger Agreement has been included to provide
  security holders with information regarding its terms. It is not intended to
  provide factual information about the parties or any of their respective
  subsidiaries or affiliates. The representations, warranties and covenants of
  each party as set forth in the Merger Agreement were made only for purposes of
  that agreement and as of specific dates, are solely for the benefit of the
  parties to the Merger Agreement, may be subject to limitations, qualifications
  and exceptions agreed upon or to be agreed upon by the parties (including being
  qualified by confidential disclosures), and may have been made for the purposes
  of allocating contractual risk between the parties to the Merger Agreement
  instead of establishing these matters as facts, and may be subject to standards
  of materiality applicable to the parties that differ from those applicable to
  investors. Accordingly, investors should read the Merger Agreement together with
  the other information concerning Stifel and KBW that each company publicly files
  in reports and statements with the SEC.
  Michaud Agreement
  On November 5, 2012, Stifel entered into an employment agreement with Thomas B.
  Michaud, KBW's Chief Executive Officer (the "Employment Agreement"), which
  provides for Mr. Michaud to serve as the Chairman and Chief Executive Officer of
  KBW for a three year term beginning on the date of the closing of the Merger. 
  If the Merger Agreement terminates for any reason before the Merger closes, the
  Employment Agreement will become void and have no effect.  Pursuant to the
  Employment Agreement, Mr. Michaud will be paid an annual base salary of $250,000
  per year and will be eligible for an annual bonus for each fiscal year that ends
  during the term of his employment.  In addition, effective as of the closing of
  the Merger, Stifel will grant Mr. Michaud an award of restricted shares of
  Stifel common stock with a value of $750,000.  Commencing in 2013, Mr. Michaud
  will also be entitled to receive an annual grant of long-term incentive awards
  consistent with Stifel's practice for senior vice presidents.  The Employment
  Agreement provides for Mr. Michaud to be entitled to participate in each of
  Stifel's executive compensation programs and employee benefit plans and welfare
  plans on a basis that is at least as favorable as that for Stifel senior vice
  presidents.
  The Employment Agreement provides that if during its term Stifel terminates Mr.
  Michaud's employment without "Cause" (as defined in the Employment Agreement) or
  Mr. Michaud terminates his employment for "Good Reason" (as defined in the
  Employment Agreement), Stifel will pay Mr. Michaud, among other items, a lump
  sum severance amount of $3,500,000 and Mr. Michaud's previously issued
  equity-based compensation will vest and, if applicable, become exercisable.
  The foregoing description of the Employment Agreement does not purport to be
  complete and is qualified in its entirety by reference to the Employment Agreement,
  which is filed as Exhibit 10.1 hereto, and is incorporated by reference into
  this report.
  Cautionary Statement Concerning Forward-Looking
  Statements
  Statements in this Current Report on Form 8-K
  that relate to Stifel's or KBW's future plans, objectives, expectations,
  performance, events and the like may constitute "forward-looking statements"
  within the meaning of the Private Securities Litigation Reform Act of 1995,
  Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
  Securities Exchange Act of 1934, as amended. Future events, risks and
  uncertainties, individually or in the aggregate, could cause our actual results
  to differ materially from those expressed or implied in these forward-looking
  statements. The material factors and assumptions that could cause actual results
  to differ materially from current expectations include, without limitation, the
  following: (1) the inability to close the merger in a timely manner; (2) the
  inability to complete the merger due to the failure to obtain KBW stockholder
  adoption of the merger agreement or the failure to satisfy other conditions to
  completion of the merger, including required regulatory and court approvals; (3)
  the failure of the transaction to close for any other reason; (4) the
  possibility that the integration of KBW's business and operations with those of
  Stifel may be more difficult and/or take longer than anticipated, may be more
  costly than anticipated and may have unanticipated adverse results relating to
  KBW's or Stifel's existing businesses; (5) the challenges of integrating and
  retaining key employees; (6) the effect of the announcement of the transaction
  on Stifel's, KBW's or the combined company's respective business relationships,
  operating results and business generally; (7) the possibility that the
  anticipated synergies and cost savings of the merger will not be realized, or
  will not be realized within the expected time period; (8) the possibility that
  the merger may be more expensive to complete than anticipated, including as a
  result of unexpected factors or events; (9) the challenges of maintaining and
  increasing revenues on a combined company basis following the close of the
  merger; (10) diversion of management's attention from ongoing business concerns;
  (11) general competitive, economic, political and market conditions and
  fluctuations; (12) actions taken or conditions imposed by the United States and
  foreign governments; (13) adverse outcomes of pending or threatened litigation
  or government investigations; (14) the impact of competition in the industries
  and in the specific markets in which Stifel and KBW, respectively, operate; and
  (15) other factors that may affect future results of the combined company
  described in the section entitled "Risk Factors" in the proxy
  statement/prospectus to be mailed to KBW's shareholders and in Stifel's and
  KBW's respective filings with the U.S. Securities and Exchange Commission
  ("SEC") that are available on the SEC's web site located at http://www.sec.gov,
  including the sections entitled "Risk Factors" in Stifel's Annual Report on Form
  10-K for the fiscal year ended December 31, 2011, and "Risk Factors" in KBW's
  Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Readers
  are strongly urged to read the full cautionary statements contained in those
  materials. We assume no obligation to update any forward-looking statements to
  reflect events that occur or circumstances that exist after the date on which
  they were made.
  Additional Information
  In connection with the proposed Merger, Stifel
  will be filing a registration statement on Form S-4 that also constitutes a
  prospectus of Stifel and other relevant documents relating to the acquisition of
  KBW with the SEC. The registration statement on Form S-4 will include a proxy
  statement of KBW, and the final proxy statement/prospectus will be mailed to
  shareholders of KBW.
  Stifel and KBW shareholders are urged to read the
  registration statement and any other relevant documents filed with the SEC,
  including the proxy statement/prospectus that will be part of the registration
  statement, because they will contain important information about Stifel, KBW and
  the proposed transaction.
  Investors and securityholders will be able to
  obtain free copies of the registration statement and proxy statement/prospectus
  (when available) as well as other filed documents containing information about
  Stifel and KBW, without charge, at the SEC's website (http://www.sec.gov). Free
  copies of Stifel's filings also may be obtained by directing a request to
  Stifel's Investor Relations by phone to (314) 342-2000, in writing to Stifel
  Financial Corp., Attention: Investor Relations, 501 North Broadway, St. Louis,
  Missouri 63102, by email to
  investorrelations@stifel.com
  or at Stifel's
  website (
  http://www.stifel.com
  ). Free copies of KBW's filings also may be
  obtained by directing a request to KBW's Investor Relations by phone to
  (866)-529-2339, in writing to KBW, Inc., Attn: Alan Oshiki, c/o King Worldwide
  Investor Relations, 48 Wall Street, 32nd Floor, New York, New York 10005, or by
  email to kbw.inv.relations@kbw.com.
  Proxy Solicitation
  Stifel, KBW and their respective directors and
  executive officers may be deemed, under SEC rules, to be participants in the
  solicitation of proxies from the shareholders of KBW with respect to the
  proposed transaction. More detailed information regarding the identity of the
  potential participants, and their direct or indirect interests, by securities
  holdings or otherwise, will be set forth in the registration statement and proxy
  statement/prospectus and other materials to be filed with the SEC in connection
  with the proposed transaction. Information regarding Stifel's directors and
  executive officers is also available in Stifel's definitive proxy statement for
  its 2012 Annual Meeting of Shareholders filed with the SEC on April 20, 2012.
  Information regarding KBW's directors and executive officers is also available
  in KBW's definitive proxy statement for its 2012 Annual Meeting of Shareholders
  filed with the SEC on April 27, 2012. These documents are available free of
  charge at the SEC's web site at www.sec.gov and from Investor Relations at KBW
  and Stifel.
  Item 9.01   Financial Statements and Exhibits.
  (d)
  Exhibits.
  Exhibit No.
  Description of Exhibit
  2.1
  Agreement and Plan of Merger dated November 5, 2012, between Stifel
  		Financial Corp. and KBW, Inc. (the schedules and exhibits have been
  		omitted pursuant to Item 601(b)(2) of Regulation S-K)
  10.1
  Employment Agreement dated November 5, 2012, between Stifel Financial
  		Corp. and Thomas B. Michaud
  SIGNATURE
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  STIFEL FINANCIAL CORP.
  Date: November 9, 2012
  By:
  /s/ James M. Zemlyak
  James M. Zemlyak
  Senior Vice President and Chief Financial
    Officer
  EXHIBIT INDEX
  Exhibit No.
  Description of Exhibit
  2.1
  Agreement and Plan of Merger dated November 5, 2012, between Stifel
  		Financial Corp. and KBW, Inc. (the schedules and exhibits have been
  		omitted pursuant to Item 601(b)(2) of Regulation S-K)
  10.1
  Employment Agreement dated November 5, 2012, between Stifel Financial
  		Corp. and Thomas B. Michaud