Amended and Restated Raymond James Financial Long-Term Incentive Plan, effective August 22,2018

“Account” shall mean a Participant’s Employer Contribution Account as described in Article IV.

“Cause” shall mean: (i) continued failure to perform the duties and responsibilities of his or her position after there has been delivered to the Participant a written demand for performance from the Company which describes the basis for the Company’s belief that the Participant has not substantially performed his or her duties and the Participant has not corrected such failure within thirty (30) days of such written demand; (ii) dishonesty, intentional misconduct, breach of a confidentiality agreement with the Company or a Related Employer or material breach of any other agreement with the Company or a Related Employer; (iii) breach of any fiduciary duty owed to the Company by the Participant that has a material detrimental effect on the Company’s reputation or business; or (iv) conviction of, or plea of nolo contendere to, a crime involving dishonesty, breach of trust, or physical or emotional harm to any person, or which materially compromises Participant’s ability to perform

“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. Reference to a specific Code Section shall include any successor provision.

“Committee” shall mean the Compensation Committee of the Board of Directors of the Company.

“Company” shall mean Raymond James Financial, Inc., a Florida corporation, and its successor or successors.

“Disability” mean unless such term (or word of like import) is expressly defined in a then-effective written agreement between a Participant and the Company and a Related Employer, a permanent and total disability as determined under the long-term disability plan of the Company or the Related Employer to which the Participant provides services unless the Participant is not a participant in such long-term disability plan or in the absence of such long-term disability plan, in which case, “Disability” means a mental or physical condition which totally and presumably permanently prevents the Participant from engaging in any substantial gainful employment with the Company or the Related Employer to which the Participant provides services prior to the inception of the disability; provided that, for purposes of contributions hereunder that are subject to Section 409A, “Disability” means a disability within the meaning of Code Section 409A(a)(2)(C) and Treasury regulation section 1.409A-3(i)(4), as each may be amended from time to time. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.

“Early Retirement Date” shall mean, with respect to a Participant, the date that is the earliest of (1) the date at or after the Participant attains age 55 when the number of the Participant’s years of service plus the age of the Participant equals 75 or (2) the date at or after the Participant attains age 60 when the Participant has at least five years of service. For these purposes, “years of service” shall be determined in accordance with the vesting provisions of the Raymond James Financial, Inc. and Affiliates Profit Sharing Plan as it may exist from time to time. Provided, however, this paragraph is deleted in its entirety and has no effect for contributions made on or after October 1, 2017, any other provisions herein notwithstanding.

“Normal Retirement Date” shall mean, with respect to a Participant, the date on which the Participant attains age 65. For contributions made on or after October 1, 2017, Normal Retirement Date shall mean the earlier of: (1) the date on which the Participant has both attained at least age 55 and has at least ten (10) years of service

“Participant” shall mean any employee of the Company or a Related Employer who is covered by this Plan as provided in Article III.

“Period of Credited Service” shall mean the period from October 1 of one year through September 30 of the next year during which the Participant is employed by the Company or a Related Employer.

“Plan” shall mean the Raymond James Financial Long-Term Incentive Plan as set forth herein and as it may be amended from time to time.

“Related Employer” shall mean a corporation, limited liability company or other business entity that is affiliated with the Company, that has elected to adopt the Plan, and that the Company, in its sole discretion, allows to participate in the Plan as a participating employer.

“Separation from Service” shall mean the termination of employment of a Participant (whether for death, disability, retirement or otherwise) with his or her Service Recipient within the meaning of Code Section 409A.

“Service Recipient” shall mean a Participant’s employer and all other corporations and other persons with whom such employer would be considered as a single employer under Code Section 414(b) or Code Section 414(c).

“Specified Employee” shall mean a Participant who, at the date of his or her Separation from Service (other than by reason of death), is a key employee of a Service Recipient. For these purposes, the Participant is a key employee if he or she meets the requirements of a key employee (as defined in Code Section 416(i) (without regard to Code Section 416(i)(5)) at any time during the 12-month period ending on the specified employee identification date of December 31 as long as any stock of the Service Recipient is publicly traded on an established securities market or otherwise. The specified employee effective date shall be April 1 following the respective December 31 identification date. Determination of whether a Participant is a key employee at the date of his or her Separation from Service shall be made in accordance with the requirements of Treas. Reg. section 1.409A-1(i) as amended from time to time.

“Successful Sale of Book of Business” shall mean the complete transfer of the right to service client assets from the Participant to a buyer for consideration. Whether a particular transaction meets this definition shall be determined in the sole discretion of the Plan Administrator.

Plan Administrator’s Authority. The Plan Administrator may consult with Company officers, legal and financial advisers to the Company and others, but nevertheless the Plan Administrator shall have the full authority and discretion to act, and the Plan Administrator’s actions shall be final and conclusive on all parties.

Discretionary Contributions.    The Company or a Related Employer may, in accordance with the provisions of Article III, determine to credit an eligible employee with a discretionary contribution with respect to a Plan Year. The amount to be contributed shall be determined by the Company or a Related Employer in its sole discretion.

Amounts, if any, credited to a Participant pursuant to this Plan shall be recorded by the Plan Administrator in an Account maintained in the name of the Participant. A separate Account shall be maintained for each Plan Year that a person receives a contribution.

All amounts that are credited to a Participant’s Account shall be credited solely for purposes of accounting and computation, and no fund shall be set aside with respect thereto, except as may be provided in paragraph (e) below. A Participant shall not have any interest in or right to any such Account at any time.

The Plan shall be unfunded for all federal tax purposes. All amounts recorded in Accounts, a Participant’s interest in the Plan and any amounts provided under the Plan shall constitute an unsecured promise by the Company or a Related Employer to pay benefits in the future, and a Participant shall have the status of a general unsecured creditor of the Company or Related Employer. All amounts credited to a Participant’s Account(s) will remain as general assets of the Company or a Related Employer and shall remain subject to the claims of the Company’s or the Related Employer’s creditors until such time as the amounts are distributed to the Participant.

As provided in paragraph (b)(l) above, a Participant’s Account shall be credited with the amounts contributed to the Plan on behalf of the Participant with respect to a Plan Year. The Account thereafter shall be credited (or debited) from time to time based upon the Participant’s allocable share of the return (including any negative return) on the investment or deemed investment of the amounts credited to the Participant’s Account (which investments or deemed investments shall be determined by the Plan Administrator). Upon distribution or forfeiture of amounts in the Account, the Account shall be debited with the amount of the distribution or forfeiture, as the case may be.

The Plan Administrator shall establish such rules and procedures as are necessary for purposes of crediting and debiting the Participants’ Accounts from time to time. Without limitation on the foregoing, lump sum distributions shall be based on the value of the Account(s) of a Participant as of the end of the month immediately preceding the date of payment.

The value of a Participant’s Account(s) shall be determined by the Plan Administrator, and the Plan Administrator may establish such accounting procedures as are necessary to account for the Participant’s interest in the Plan. Each Participant’s Account(s) shall be valued as of the last day of each Plan Year and/or such other date or dates as may be determined from time to time by the Plan Administrator.

At least annually, the Plan Administrator shall furnish each Participant with a statement of the value of his or her Account(s).

Vesting Rules for Contributions Made Prior to December 1, 2013. For contributions made prior to December 1, 2013, a Participant shall become 100% vested in the amount credited to his or her Account (including earnings and other adjustments) with respect to a contribution for a specific Plan Year on the first to occur of the following:

the date that the Participant has five (5) consecutive Periods of Credited Service with respect to such contribution; or

the Participant’s Separation from Service by reason of death or Disability, or

the Participant’s Separation from Service on or after the attainment of his or her Normal Retirement Date

Vesting Rules for Contributions Made on or After December 1, 2013. For contributions made on or after December 1, 2013, a Participant shall become 100% vested in the amount credited to his or her Account (including earnings and other adjustments) with respect to a contribution for a specific Plan Year on the first to occur of the following:

the date that the Participant has five (5) consecutive Periods of Credited Service with respect to such contribution;

the Participant’s Separation from Service by reason of death or Disability;

the date upon which a Successful Sale of Book of Business is completed with respect to a Participant; or

If a Participant’s Separation from Service occurs on or after his or her Early Retirement Date or Normal Retirement Date, then solely for vesting purposes, the Participant shall be treated as if he or she continued employment with the Company or a Related Employer and will vest 100% with respect to a contribution under the rule described in paragraphs (a)(1) and (b)(l) above at the end of five consecutive Periods of Credited Service with respect to such contribution, regardless of whether the Participant actually performed services during this time.

Such continued vesting, however, shall be subject to and conditioned upon the Participant not engaging in competition with the Company or any Related Employer: [a] with respect to contributions credited prior to August 22, 2018, during the remaining portion of such five-year period with respect to the contribution, and [b] with respect to contributions credited on or after October 1, 2018, during the lesser of (i) the remainder of such five-year period with respect to the contribution or (ii) the two-year period following the Participant’s Separation from Service. The Participant’s engaging in any such competition during the applicable period will result in an immediate forfeiture of all of the balances in the Participant’s Accounts that are not then vested. A Participant shall be deemed to have engaged in competition with the Company based upon the rules enumerated in Appendix A hereto.

Notwithstanding any of the provisions above, any Participant who was 100% vested in any Account prior to October 1, 2005 under the terms of the Plan as then in existence shall remain 100% vested therein.

A Participant has five consecutive Periods of Credited Service only if the Participant is employed by the Company or a Related Employer for the full five-year period beginning on October 1 of the year following the Plan Year with respect to which the contribution is made and continuing through September 30 of the fifth year thereafter. For example, if a contribution is credited to a Participant with respect to the Plan Year ended September 30, 2005 (regardless whether the contribution is actually credited to the Account of the Participant in September 2005 or in subsequent months), the Participant will have five consecutive Periods of Credited Service only if the Participant remains employed by the Company or a Related Employer during the entire period from October 1, 2005 through September 30, 2010.

Solely for purposes of this Article V and notwithstanding the definition of “Separation from Service” in Article I, paragraph (n), hereof, a Participant’s change in his or her status from employee to independent contractor shall be deemed a Separation from Service for purposes of determining vesting under this paragraph (a), provided that this provision shall not be read or administered in any way that would affect the Payment Date as determined under Article VI.

Except as expressly provided in paragraphs (a)(2), (a)(3), (b)(2), (b)(4) and (c) above, the Separation from Service of a Participant from the Company and Related Employers before the vesting date will result in a forfeiture of all of the balances in a Participant’s Accounts that are not then vested.

All other provisions of this Article V notwithstanding, effective for contributions made on or after October 1, 2017 in the event a Participant is Separated from Service for Cause he or she will forfeit any unvested balances in the Plan that are not already vested under the terms of this Article prior to the Participant’s date of Separation from Service.

Payment Date for Contributions Made Prior to December 1, 2013. For contributions made prior to December 1, 2013, and except as provided in paragraphs (c) and (d) below, payments due with respect to any contribution shall be made in cash in a lump sum on the first to occur of the following dates:

as soon as practicable following the end of the five consecutive Periods of Credited Service with respect to such contribution (including under the special deemed credited service provisions set forth in Article V(b)(4) above for Separation from Service on or after the Participant’s Early Retirement Date); or

as soon as practicable after the Participant’s Separation from Service by reason of death or Disability;

as soon as practicable as the Participant’s Separation from Service following the attainment of his or her Normal Retirement Age; or

Payments due with respect to an Account that is 100% vested in accordance with the special grandfather rule contained in Article V for accounts vested as of October 1, 2005 shall be paid in cash in a lump sum in December immediately following the end of the Period of Service in which the Participant incurs a Separation from Service.

Payment Date for Contributions Made on or After December 1, 2013. For contributions made on or after December 1, 2013, and except as provided in paragraphs (c), (d) and (f) below, below, payments due with respect to any contribution shall be made on the first to occur of the following dates:

as soon as practicable following the end of the five consecutive Periods of Credited Service with respect to such contribution (including under the special deemed credited service provisions set forth in Article V(b)(4) above for Separation from Service on or after the Participant’s Early Retirement Date or Normal Retirement Date);

as soon as practicable after the Participant’s Separation from Service by reason of death or Disability; or

as soon as practicable after the Participant has incurred a Separation from Service following a Successful Sale of Book of Business. However, in the event the Participant’s Separation from Service following a Successful Sale of Book of Business occurs on or after the Participant’s Early Retirement Date or Normal Retirement Date, the Participant shall not be paid until the first to occur of (b)(1) or (b)(2) immediately above.

One Time Right To Defer. Notwithstanding the provisions above:

A Participant shall have the right to defer the payment of any Account balance otherwise payable above until a later date. Any such election to defer:

is irrevocable,

may be made only once with respect to any Plan Year balance,

may not take effect until at least twelve (12) months after the date on which such election is made,

must be made not less than 12 months before the date the payment is scheduled to be paid, and

must establish a payment date that is at least five (5) years after the date that payment would have otherwise been made absent the deferral election.

As a general rule, the deferral election shall not affect the form of payment as provided in paragraph (e) below. In the event the deferral election applies to a payment subject to a Participant’s election of installment payments, the first installment shall be paid on the date selected (which date must comply with the requirements of paragraph (c)(l)(D) above) and each subsequent installment shall be made on the same date in each succeeding year.

Notwithstanding the foregoing, unless the Participant has made a separate election to defer payments under paragraph (4) immediately below, in the event that the Participant has begun receiving installment payments and then incurs a Separation from Service by reason of death or Disability, the installment payments shall be terminated and the remaining balance shall be paid in a lump sum as soon as practicable after the Participant’s Separation from Service by reason of death or Disability.

A Participant shall have the right to make a one-time irrevocable election that payments made to a designated beneficiary upon the Participant’s death shall be made in equal annual installments over a five-year period commencing with the Participant’s death. Provided, any such election shall not take effect until at least twelve (12) months after the date on which such election is made.

Required Payment Deferral. Notwithstanding anything in this Plan to the contrary, in the event that a payment is scheduled to be made to a Specified Employee as a result of such Participant’s Separation from Service (other than by reason of death), then no payment may be made to such Participant during the six (6) month period immediately following the date of the Participant’s Separation from Service. In the event any payment is delayed under the provisions of this paragraph (e), then all amounts that the Participant would otherwise have been entitled to during the six-month period shall be accumulated and paid on the first day of the seventh month following the date of the Participant’s Separation from Service.

Form of Payment. Payments shall generally be made in cash in a lump sum. Participants with an account balance equal to or greater than $25,000 may elect payment in annual installments for no less than three years or more than fifteen years Effective for contributions made on or after October 1, 2017, the number of annual

Subsection (b) above shall not apply to circumstances constituting Early Retirement effective for contributions made on or after October 1, 2017

As Soon As Is Practicable. For purposes of this Article VI, whenever payment is to be made “as soon as practicable” following a specified event, such payment shall be made in all events during the period following the date on the date of the specified event and ending no later than the later of (1) the end of the taxable year of the Participant in which the event occurs or (2) ninety days after the date of the event, provided, that the Participant does not have a right to designate the taxable year of the payment.

The Plan may be amended at any time, and from time to time, by the Committee or by any officer of the Company authorized by the Committee.

The Plan may be terminated at any time by the Committee.

Discloses the list of the Company’s or a Related Employer’s customers, or any part thereof, to any person, firm, corporation, association or other entity for any reason or purposes whatsoever;

Discloses to any person, firm, corporation, association or other entity any information regarding the Company’s or a Related Employer’s general business practices or procedures, methods of sale, list of products, personnel information and any other valuable, special information unique to the Company’s or a Related Employer’s business;

Owns, manages, operates, controls, is employed by, acts as an agent for, participates in or is connected in any manner with the ownership, management, operation or control of any business that is engaged in one or more businesses that are or may be competitive to the business of the Company or a Related Employer; provided that this restriction shall encompass (A) the State of Florida, (B) all other states in the United States where the Company or a Related Employer is engaged in business (and every city, county and other political subdivision of such states); and (C) any other countries where the Company or a Related Employer is engaged in business (and every city, county, province and other political subdivision of such countries);

Solicits or calls either for himself or herself, or for any other person or firm, corporation, association or other entity, any of the customers of the Company or a Related Employer on whom the Participant called, with whom the Participant became acquainted, or of whom the Participant learned during his employment; or

Solicits any of the employees or agents of the Company or a Related Employer to terminate his or her employment or relationship with the Company or a Related Employer.

Directly or indirectly, individually or in concert with any other person or entity, competes with the Company in the United States and in each state of the United States, whether as an employee, consultant or contractor, or as an owner, member or joint venture in, or agent of, any business that competes with the Company.

Directly or indirectly, individually or in concert with any other person or entity (i) recruits, induces or attempts to recruit or induce any employee of the Company with whom the

Directly or indirectly, individually or in concert with any other person or entity, solicits, diverts, takes away or attempts to solicit, divert or take away any then-current or proposed client or customer of the Company with whom the Participant had Material Contact during his or her employment. For purposes of this provision, a Participant had “Material Contact” with a current or proposed client or customer if (i) the Participant had business dealings with the current or proposed client or customer on behalf of the Company or (ii) the Participant supervised or coordinated the dealings between the Company and the current or proposed client or customer.

Directly or indirectly, uses for himself or herself or any other business, or discloses to any person, any Confidential Information (as defined below), without the prior written consent of the Company, during the period that it remains confidential and nonpublic or a trade secret under applicable law (the “Confidentiality Covenant”). “Confidential Information” means all non-public information (whether a trade secret or not and whether proprietary or not) relating to the Company’s business and its customers, that the Company either treats as confidential or that is of value to the Company or important to the Company’s business and operations, including but not limited to the following specific items: trade secrets (as defined by applicable law); actual or prospective customers and customer lists; marketing strategies; sales; actual and prospective pricing and fees; products, know-how; research and development; intellectual property; information systems and software, business plans and projections; negotiations and contracts; financial or cost data; employment, compensation and personnel information; procedures and processes; and nay other non-public business information regarding the Company. In addition, trade secrets will be entitled to all of the protections and benefits available under applicable law. For the avoidance of doubt, by participating in the Plan, each Participant acknowledges and agrees that this Confidentiality Covenant shall in no event be interpreted to limit his or her general obligations of confidentiality to an employer or former employer under the Company’s Code of Business Conduct and Ethics, the common law, or pursuant to any agreement that the Participant may otherwise enter into and with the Company, all of which obligations shall remain in full force and effect.