POSASR

As Filed with the Securities and Exchange Commission on July 2, 2010.

Registration No. 333-166355

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1
to

FORM S-4

on

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	43-1273600
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

501 North Broadway
St. Louis, MO 63102
(314) 342-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James M. Zemlyak
Senior Vice President, Chief Financial Officer and Treasurer
Stifel Financial Corp.
501 North Broadway
St. Louis, MO 63102
(314) 342-2000
Fax: (314) 342-2097

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Robert J. Endicott, Esq.
Todd M. Kaye, Esq.
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, MO 63102
(314) 259-2000
Fax: (314) 259-2020

     Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box. þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each		Proposed Maximum			Proposed Maximum
Class of Securities	Amount to be	Aggregate Offering			Aggregate Offering			Amount of
to be Registered	Registered	Price Per Share			Price			Registration Fee
Common Stock, par value $0.15 per share	823,216 shares(1)		(2	)		(2	)		(2	)

(1)

Represents (i) up to 780,118 shares of the Registrant’s common stock that may be issued upon exchange, retraction or redemption of 5,719,341 exchangeable shares that have been issued by a subsidiary of the Registrant, TWP Acquisition Company (Canada), Inc. (“Canadian Sub”) or upon the liquidation, dissolution or winding up of Canadian Sub, (ii) up to 23,870 shares of common stock that may be issued upon exercise of stock options or vesting of restricted stock units held by individuals who were former employees of Thomas Weisel Partners Group, Inc. (“TWPG”) immediately prior to the completion of our merger with TWPG on July 1, 2010, and (iii) up to 19,228 shares of common stock that may be issued upon exercise of stock options or vesting of restricted stock units held by former directors of TWPG who did not become directors of the Registrant’s in connection with the completion the Registrant’s merger with TWPG on July 1, 2010. Also includes, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, any additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.

(2)

All filing fees payable in connection with the registration of these securities were paid in connection with the filing of the Registrant’s Registration Statement on Form S-4 (Reg No. 333-166355), which registered a total of 6,461,088 shares of the Registrant’s common stock, par value $0.15 per share, including the 823,216 shares being registered hereby.

PROSPECTUS

STIFEL FINANCIAL CORP.
823,216 Shares
Common Stock

     This prospectus relates to (i) up to 780,118 shares of Common Stock of Stifel Financial Corp. that we may issue, from time to time, upon exchange, retraction or redemption of outstanding exchangeable shares (which we refer to as the “exchangeable shares”) of TWP Acquisition Company (Canada), Inc., an indirect Canadian subsidiary that we refer to in this prospectus as Canadian Sub, as well as certain liquidation or similar events involving Canadian Sub, (ii) up to 23,870 shares of our common stock that we may issue upon exercise of stock options or vesting of restricted stock units held by individuals who were former employees of Thomas Weisel Partners Group, Inc. (“TWPG”) immediately prior to the completion of our acquisition of TWPG on July 1, 2010 pursuant to an Agreement and Plan of Merger dated April 25, 2010, and (iii) up to 19,228 shares of common stock that we may issue upon exercise of stock options or vesting of restricted stock units held by former directors of TWPG.

     If all of the options fully vest and are exercised for cash, we would receive $2,234,434 of net proceeds from the exercise of such options, after deducting estimated offering expenses payable by us. We will not receive any cash proceeds with respect to the shares of our common stock offered by this prospectus issued either (i) in exchange for or upon retraction or redemption of the exchangeable shares or upon the liquidation, dissolution or winding up of Canadian Sub or any other distribution of Canadian Sub’s assets for the purpose of winding up its affairs, or (ii) upon the vesting of the restricted stock units described above. We are paying all expenses of registration incurred in connection with this offering.

     Our common stock is traded on the New York Stock Exchange (“NYSE”) and the Chicago Stock Exchange (“CSX”) under the symbol “SF.”

     You should read this prospectus and any applicable prospectus supplements, as well as the risks contained or described in the documents incorporated by reference in this prospectus or any accompanying prospectus supplement, before you invest in any of our securities.

     Investing in these securities involves certain risks. See “Risk Factors” beginning on page 14 of our Annual Report on Form 10-K for the year ended December 31, 2009, which is incorporated by reference herein.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 2, 2010.

     You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not only assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus. Unless the context indicates otherwise, all references in this report to Stifel, the Company, us, we, or our include Stifel Financial Corp. and its direct and indirect subsidiaries.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
THE COMPANY	1
THE OFFERING	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
RISK FACTORS	3
USE OF PROCEEDS	4
PLAN OF DISTRIBUTION	4
INCOME TAX CONSIDERATIONS	8
WHERE YOU CAN FIND ADDITIONAL INFORMATION	17
VALIDITY OF SECURITIES	17
EXPERTS	17
EX-2.1
EX-5.1
EX-23.2
EX-23.3
EX-99.1
EX-99.2
EX-99.3

Explanatory Note

     Thomas Weisel Partners Group, Inc. (“TWPG”), which became a wholly-owned subsidiary of ours on July 1, 2010, entered into an arrangement agreement, dated as of September 30, 2007 with TWP Acquisition Company (Canada), Inc., a Canadian subsidiary of TWPG, or Canadian Sub, Westwind Capital Corporation, or Westwind, and Lionel Conacher, as shareholders’ representative, pursuant to which TWPG indirectly acquired all of Westwind’s outstanding shares, with Westwind thereby becoming an indirect subsidiary of TWPG. The transaction was carried out pursuant to the arrangement agreement and the plan of arrangement under Section 182 of the Ontario Business Corporations Act, or the OBCA, referred to in the arrangement agreement. Under the plan of arrangement, Canadian Sub acquired all of the outstanding Westwind common shares and Class A common shares in exchange for an aggregate of $45,000,000 in cash and 7,009,112 shares of Thomas TWPG common stock (including exchangeable shares described below).

     Canadian Sub became a subsidiary of ours along with TWPG on July 1, 2010, and has outstanding a class of non-voting exchangeable shares, which we refer to as the “exchangeable shares” in this registration statement. Each exchangeable share is exchangeable for 0.1364 shares of our common stock and 0.1364 shares of our common stock will become issuable upon a redemption, retraction or exchange of each exchangeable share, or upon the liquidation, dissolution or winding-up of Canadian Sub or any other distribution of Canadian Sub’s assets to its shareholders for the purpose of winding-up its affairs, in each case in accordance with the terms of the provisions governing the exchangeable shares.

     We hereby amend our registration statement on Form S-4 (No. 333-166355), as amended by Pre-Effective Amendment No. 1, which was declared effective on May 24, 2010 (the “Form S-4”) by filing this Post-Effective Amendment No. 1 on Form S-3 (“Post-Effective Amendment No. 1”) relating to up to 823,216 shares of common stock to be issued upon (i) exchange, retraction or redemption of outstanding exchangeable shares of Canadian Sub or upon the liquidation, dissolution or winding-up of Canadian Sub or any other distribution of Canadian Sub’s assets to its shareholders for the purpose of winding up its affairs, (ii) the exercise of stock options or vesting of restricted stock units held by individuals who were former employees of TWPG immediately prior to the completion of our acquisition of TWPG on July 1, 2010, and (iii) upon exercise of stock options or vesting of restricted stock units held by former directors of TWPG who did not become members of our Board of Directors in connection with the completion of our acquisition of TWPG on July 1, 2010. All such shares of common stock that were previously registered on the Form S-4 are being transferred to this Post-Effective Amendment No. 1.

i

PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus supplement. Because this is a summary, it may not contain all of the information that is important to you. Therefore, you should also read the more detailed information set forth in this prospectus supplement, our financial statements and the other information that is included in or incorporated by reference into this prospectus supplement before making a decision to invest in our common stock.

THE COMPANY

     We are a financial services holding company headquartered in St. Louis. We operate 310 offices in 43 states, the District of Columbia and two Canadian provinces, through our principal subsidiary, Stifel, Nicolaus & Company, Incorporated, and our Canadian subsidiary, Thomas Weisel Partners Canada Inc., and three European offices through our subsidiary, Stifel Nicolaus Limited. With operations in two business segments, Global Wealth Management and Institutional Group (formerly Capital Markets), we provide securities brokerage, investment banking, trading, investment advisory, and related financial services, primarily, to individual investors, professional money managers, businesses, and municipalities. Our subsidiary Stifel Bank & Trust, a Missouri retail and commercial bank, offers a full range of consumer and commercial lending solutions.

     The Global Wealth Management segment consists of two businesses, the private client group and Stifel Bank. The private client group includes branch offices and independent contractor offices of our broker-dealer subsidiaries located throughout the United States, primarily in the Midwest and Mid-Atlantic regions with a growing presence in the Northeast, Southeast and Western United States. These branches provide securities brokerage services, including the sale of equities, mutual funds, fixed income products, and insurance, as well as offering banking products to their private clients through Stifel Bank, which provides residential, consumer, and commercial lending, as well as FDIC-insured deposit accounts to customers of our broker-dealer subsidiaries and to the general public.

     The Institutional Group segment includes institutional sales and trading. It provides securities brokerage, trading, and research services to institutions with an emphasis on the sale of equity and fixed income products. This segment also includes the management of and participation in underwritings for both corporate and public finance (exclusive of sales credits, which are included in the Global Wealth Management segment), merger and acquisition, and financial advisory services.

     Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 25, 2010, among TWPG, PTAS, Inc., a Delaware corporation and a wholly-owned subsidiariy of us, and us, effective July 1, 2010, PTAS, Inc. was merged with and into TWPG, with TWPG becoming a wholly-owned subsidiary of us. Under the terms of the Merger Agreement, each outstanding share of common stock of TWPG was converted into the right to receive 0.1364 shares of our common stock. Each exchangeable share remained outstanding upon the effectiveness of the merger and became exchangeable for 0.1364 shares of our common stock and 0.1364 shares of our common stock will become issuable upon a redemption, retraction or exchange of each exchangeable share, or upon the liquidation, dissolution or winding-up of Canadian Sub or any other distribution of Canadian Sub’s assets to its shareholders for the purpose of winding-up its affairs, in each case in accordance with the terms of the provisions governing the exchangeable shares. Upon the effectiveness of the merger, each TWPG restricted stock unit award was converted into the right to receive a number of shares of our common stock equal to the number of shares of TWPG common stock subject to such award multiplied by 0.1364. Upon the effectiveness of the merger, each TWPG stock option was converted into the right to acquire the number of shares of our common stock equal to the number of shares of TWPG common stock subject to such award multiplied by 0.1364.

     Additional information about Stifel and its subsidiaries is included in documents incorporated by reference into this prospectus. See “Where You Can Find More Information” beginning on page 23.

     Our principal executive offices are located at 501 North Broadway, St. Louis, Missouri, 63102 and our telephone number is (314) 342-2000. We maintain a website at www.stifel.com where general information about us is available. We are not incorporating the contents of the website into this prospectus.

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THE OFFERING

Issuer	Stifel Financial Corp.
Securities Offered	Shares of our common stock
Listing	Our common stock currently trades on the NYSE and the CSX under the ticker symbol “SF.”
Use of Proceeds	We will not receive any cash proceeds with respect to the shares of our common stock offered by this prospectus issued either (i) in exchange for or upon retraction or redemption of the exchangeable shares or upon the liquidation, dissolution or winding up of Canadian Sub or any other distribution of Canadian Sub’s assets for the purpose of winding up its affairs, or (ii) upon the vesting of the restricted stock units offered hereby. If all of the options fully vest and are exercised for cash, we would receive $2,234,434 of net proceeds from the exercise of such options, after deducting estimated offering expenses payable by us. We expect to use any such net proceeds of the offering for general corporate purposes.
Income Tax Considerations	See “Income Tax Considerations” for a summary of certain material Canadian and U.S. federal income tax consequences relating to the exchangeable shares.
Risk Factors	Investing in our securities involves risks. See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should carefully consider before deciding to invest in the shares of our common stock being offered by us in this prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties, and assumptions about our business. These forward-looking statements include, among other things, statements other than historical information or statements of current condition and may relate to our future plans and objectives and results, and also may include our belief regarding the effect of various legal proceedings, as set forth under “Legal Proceedings” in Part I, Item 3 of our Annual Report on Form 10-K, which is incorporated by reference herein. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including those factors discussed in Item 1A, “Risk Factors”, as well as those factors discussed under “External Factors Impacting Our Business” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K, which is incorporated by reference herein.

     You can identify these statements from our use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect” and similar expressions. These forward-looking statements include statements relating to:

• our goals, intentions and expectations;

• our business plans and growth strategies;

• our ability to integrate and manage our acquired businesses;

• estimates of our risks and future costs and benefits; and

• forecasted demographic and economic trends relating to our industry.

     These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the documents incorporated by reference. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events, unless we are obligated to do so under federal securities laws.

RISK FACTORS

     An investment in our securities involves risks. We urge you to consider carefully the risks described in the documents incorporated by reference in this prospectus and, if applicable, in any prospectus used in connection with an offering of our securities, before making an investment decision, including those risks identified under Item IA. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which is incorporated by reference in this prospectus and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included in a prospectus supplement or free writing prospectus that we authorize from time to time, or that are incorporated by reference into this prospectus or a prospectus supplement.

     Our business, financial condition, results of operations and cash flows could be materially adversely affected by any of these risks. The market or trading price of our securities could decline due to any of these risks. Additional risks not presently known to us or that we currently deem immaterial also may impair our business and operations or cause the price of our securities to decline.

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USE OF PROCEEDS

     We will not receive any cash proceeds with respect to the shares of our common stock offered by this prospectus issued either (i) in exchange for or upon retraction or redemption of the exchangeable shares or upon the liquidation, dissolution or winding up of Canadian Sub or any other distribution of Canadian Sub’s assets for the purpose of winding up its affairs, or (ii) upon the vesting of the restricted stock units offered hereby. The weighted average exercise price of the 43,098 shares of our common stock underlying the stock options registered hereby is $51.85. Accordingly, if all of the options fully vest and are exercised for cash, we would receive $2,234,434 of net proceeds from the exercise of such options, after deducting estimated offering expenses payable by us. We have not made any specific allocation of expenses relative to the offering of exchangeable shares, the restricted stock and the shares underlying the options. We expect to use any such net proceeds of the offering for general corporate purposes. We will retain broad discretion over the allocation of any net proceeds from this offering.

PLAN OF DISTRIBUTION

     We will issue the shares of our common stock covered by this prospectus only upon (i) exchange, retraction or redemption of the exchangeable shares or upon the liquidation, dissolution or winding up of Canadian Sub or any other distribution of Canadian Sub’s assets for the purpose of winding up its affairs, or (ii) upon the exercise of certain stock options or the vesting of certain restricted stock units. No broker, dealer or underwriter has been engaged in connection with these matters.

     We have included as exhibits to the registration statement of which this prospectus forms a part, the form of Plan of Arrangement (including Exchangeable Share Provisions), the Voting and Exchange Trust Agreement, Voting and Exchange Trust Supplement Agreement and Amended and Restated Support Agreement relating to the exchangeable shares, and the following descriptions of the exchangeable shares is qualified in its entirety by reference to those documents.

     Optional Retraction of Exchangeable Shares

     The exchangeable shares were originally issued by Canadian Sub in connection with TWPG’s acquisition of Westwind in January 2008. Prior to July 1, each exchangeable share was exchangeable for one share of TWPG common stock.

     On April 25, 2010, we entered into a definitive merger agreement with TWPG pursuant to which we agreed to acquire 100% of the outstanding shares of TWPG’s common stock. The merger was consummated effective as of July 1, 2010. Prior to the effective time of the merger, the holders of the exchangeable shares approved an amendment to the articles of Canadian Sub to permit the exchangeable shares to remain outstanding (which we refer to as the “Exchangeable Share Amendment”); as a result, the exchangeable shares were not converted into other securities as part of the merger. Under the Exchangeable Share Amendment each exchangeable share remained outstanding and became exchangeable for 0.1364 shares of Stifel common stock. At the effective time of the merger, the one outstanding share of TWPG special voting preferred stock was canceled and automatically converted into one share of Stifel special voting preferred stock. The one share of Stifel special voting preferred stock entitles the holder to that number of votes equal to the number of shares of Stifel common stock issuable upon exchange of the exchangeable shares outstanding from time to time other than exchangeable shares held by Stifel or any person directly or indirectly controlled by or under common control of Stifel.

     In addition, prior to the effective time of the merger, we, TWPG, Canadian Sub and CIBC Mellon Trust Company, as trustee, entered into a Voting and Exchange Trust Supplement Agreement and we, TWPG, Canadian Sub and TWP Holdings Company (Canada), ULC (which we refer to as “CallRightCo”) entered into an Amended and Restated Support Agreement, referred to as the Supplements, amending the Voting and Exchange Trust Agreement and the Support Agreement, respectively, that were originally entered into in January 2008. Pursuant to the terms of the Supplements, Stifel deposited the one share of Stifel special voting preferred

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stock with the trustee as described above and assumed all of the obligations and acquired all of the rights of TWPG under the Voting and Exchange Trust Agreement and the Support Agreement.

     As a result of the foregoing, if you are a holder of exchangeable shares, you are entitled at any time to require Canadian Sub to redeem, subject to the overriding call right of CallRightCo, which became our subsidiary as a result of the merger, any or all of your exchangeable shares for a price per exchangeable share of 0.1364 shares of our common stock and (provided that you hold the exchangeable share on the applicable dividend record date), on the payment date for any declared and unpaid dividends, an amount in cash equal to such dividends on that exchangeable share.

     In order to exercise this right, you must deliver to Canadian Sub at its registered office or at an office of Canadian Sub’s transfer agent, among other things, a written retraction request and the certificates representing the exchangeable shares to be redeemed. You must state in your request the business day on which you desire Canadian Sub to redeem your exchangeable shares, which business day must be 10 to 15 business days after Canadian Sub receives your request. If you fail to specify a business day in your request, the retraction date will be the 15th business day after your request is received by Canadian Sub.

     If you exercise this retraction right to require that Canadian Sub redeem any of your exchangeable shares, CallRightCo will have an overriding retraction call right, which is CallRightCo’s right to purchase all but not less than all of those exchangeable shares for a price per exchangeable share of 0.1364 shares of our common stock and (provided that you hold the exchangeable share on the applicable dividend record date), on the payment date for any declared and unpaid dividends, an amount in cash equal to such dividends on that exchangeable share. Upon receipt of your retraction request, Canadian Sub will immediately notify CallRightCo, which must then advise Canadian Sub within two business days as to whether it will exercise its retraction call right. If CallRightCo does not so notify Canadian Sub, Canadian Sub will notify you as soon as possible thereafter that CallRightCo will not exercise its retraction call right. If CallRightCo advises Canadian Sub that CallRightCo will exercise its retraction call right within the two business day period, then the retraction request will be considered only to be an offer by you to sell the shares identified in your retraction request to CallRightCo in accordance with CallRightCo’s retraction call right.

     You may revoke your retraction request, in writing, at any time prior to the close of business one business day before the contemplated date of retraction, in which case the exchangeable shares identified in the retraction request will not be purchased by CallRightCo or redeemed by Canadian Sub. Unless you revoke your retraction request, the shares identified in the retraction request will be redeemed by Canadian Sub or purchased by CallRightCo, as the case may be, and Canadian Sub or CallRightCo, as the case may be, will send you (i) a certificate representing the aggregate number of shares of our common stock and (ii) on the payment date therefor, a check in an amount equal to the amount of the declared and unpaid dividends, if any, on the retracted or purchased exchangeable shares, less any amounts withheld on account of tax required to be deducted and withheld therefrom.

     If, as a result of solvency requirements or other provisions of applicable law, Canadian Sub believes it is not permitted to redeem all exchangeable shares identified in a retraction request and CallRightCo has not exercised its retraction call right, Canadian Sub will redeem only those exchangeable shares tendered by you (rounded down to a whole number of shares) as would be permissible. In addition, if you do not revoke your retraction request, the retraction request will constitute notice from you to the trustee to exercise your exchange right under the Voting and Exchange Trust Agreement entered into by TWPG, Canadian Sub and the trustee, as supplemented by the Voting and Exchange Trust Supplement Agreement entered into by us, TWPG, Canadian Sub and the trustee (together, referred to in this document as the “voting and exchange trust agreements”) and the trustee, on your behalf, will require us to purchase any exchangeable shares on the retraction date set forth in the retraction request.

     Redemption of Exchangeable Shares

     On the redemption date for the exchangeable shares, Canadian Sub will, subject to CallRightCo’s redemption call right and applicable law, redeem all of the then outstanding exchangeable shares of the

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class for a price per exchangeable share of 0.1364 shares of our common stock and (provided that you hold the exchangeable share on the applicable dividend record date) an amount in cash equal to the declared and unpaid dividends, if any, on that exchangeable share. Canadian Sub will provide the registered holders of its exchangeable shares with at least 60 days prior written notice of the proposed redemption of the exchangeable shares by Canadian Sub or the purchase of the exchangeable shares by CallRightCo under the redemption call right described below.

     CallRightCo has an overriding right to purchase on the redemption date all of the outstanding exchangeable shares (other than those held by us and our affiliates) for a price per exchangeable share of 0.1364 shares of our common stock and an amount in cash equal to the declared and unpaid dividends, if any, on that exchangeable share held by a holder on any dividend record date that occurred prior to the date of purchase of the share by CallRightCo.

     To exercise this redemption call right, CallRightCo must notify the transfer agent and Canadian Sub of CallRightCo’s intention to exercise this right at least 60 days before the redemption date. The transfer agent will notify the holders of the exchangeable shares as to whether or not CallRightCo has exercised its redemption call right after the expiry of the period during which CallRightCo can exercise its redemption call right. If CallRightCo exercises its redemption call right, it will purchase on the redemption date all of the exchangeable shares then outstanding (other than those held by Stifel and its affiliates).

     The “redemption date” means the date upon which a change of control of Stifel occurs, unless the board of directors of Canadian Sub determines, in good faith and in its sole discretion, that it is reasonably practicable to substantially replicate the terms and conditions of the exchangeable shares in connection with such change of control and that the redemption of all but not less than all of the outstanding exchangeable shares is not necessary or advisable to enable the completion of such change of control or to ensure the exchangeable shares’ economic equivalency in connection with the change of control. If at any time there are outstanding fewer than 10% of the number of exchangeable shares issued pursuant to TWPG’s acquisition of Westwind (subject to adjustment for subdivisions or consolidations or stock dividends and the like), then the board of directors of Canadian Sub may accelerate the redemption date upon at least 90 days’ prior written notice to the registered holders of exchangeable shares and the trustee under the voting and exchange trust agreements.

     On or after the redemption date, upon your delivery of the certificates representing the exchangeable shares and the other documents as may be required to an office of the transfer agent or the registered office of Stifel, Canadian Sub or CallRightCo will deliver, for each exchangeable share, 0.1364 shares of our common stock and, provided that you held the exchangeable shares on the applicable dividend record date, a check in an amount equal to the amount of declared and unpaid dividends, if any, on the redeemed exchangeable shares, less any amounts withheld on account of tax required to be deducted and withheld therefrom by Canadian Sub.

     On and after the redemption date, you shall cease to be a holder of exchangeable shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive your proportionate part of the total redemption price, unless payment of the total redemption price shall not be made upon delivery of the certificates representing your exchangeable shares, in which case your rights shall remain unaffected until the total redemption price has been paid as described in the preceding paragraph.

     Upon payment or deposit of the total redemption price, you shall thereafter be considered and deemed for all purposes to be a holder of the shares of our common stock delivered to you or your custodian on your behalf.

     Purchase for Cancellation

     Subject to applicable law, Canadian Sub may at any time and from time to time purchase for cancellation all or any part of the outstanding exchangeable shares on such terms and conditions as may mutually be agreed by a holder of exchangeable shares and Canadian Sub.

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     Liquidation Rights with Respect to Canadian Sub

     In the event of the liquidation, dissolution or winding up of Canadian Sub or other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs, you will have, subject to applicable law and CallRightCo’s overriding liquidation call right, preferential rights to receive from Canadian Sub for each exchangeable share you hold a share of our common stock, plus, provided that you hold the exchangeable share on the applicable dividend record date, the amount of all declared and unpaid dividends, if any, on that exchangeable share. Upon the occurrence of a liquidation, dissolution or winding up, CallRightCo will have an overriding liquidation call right to purchase all of the outstanding exchangeable shares (other than exchangeable shares held by Stifel and its affiliates) from you on the liquidation date for the same consideration per share.

     Upon the occurrence and during the continuance of an “insolvency event” (as defined in the following paragraph), you will be entitled to instruct the trustee under the voting and exchange trust agreements to exercise the exchange right with respect to any or all of the exchangeable shares you hold and require Stifel to purchase these shares. As soon as practicable following the occurrence of an insolvency event or any event which may, with the passage of time and/or the giving of notice, become an insolvency event, Canadian Sub and Stifel must, under the voting and exchange trust agreements, give written notice to the trustee. As soon as practicable after receiving notice, the trustee will notify you of the insolvency event and will advise you of your rights with respect to the exchange right. The purchase price payable by Stifel for each exchangeable share purchased under the exchange right will be equal to 0.1364 shares of our common stock plus, provided you hold the exchangeable share on the applicable dividend record date, an amount in cash equal to any declared and unpaid dividends on that exchangeable share, less any amount withheld on account of tax.

     An “insolvency event” means:

• the institution by Canadian Sub of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of Canadian Sub to the institution of bankruptcy, insolvency or winding up proceedings against it;

• the filing of a petition, answer or consent seeking dissolution or winding up under any bankruptcy, insolvency or analogous laws, including the Companies Creditors’ Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and Canadian Sub’s failure to contest in good faith the proceedings commenced in respect of Canadian Sub within 30 days of becoming aware of the proceedings, or the consent by Canadian Sub to the filing of the petition or to the appointment of a receiver;

• the making by Canadian Sub of a general assignment for the benefit of creditors, or the admission in writing by Canadian Sub of its inability to pay its debts generally as they come due; or

• Canadian Sub not being permitted, under solvency requirements or other provisions of applicable law, to redeem any retracted exchangeable shares under the exchangeable share provisions.

     In addition, if, as a result of solvency requirements or other provisions of applicable law, Canadian Sub is not permitted to redeem all exchangeable shares identified in a retraction request, and CallRightCo has not exercised its retraction call right, then the retraction request will constitute notice from you to the trustee to exercise your exchange right under the voting and exchange trust agreement and the trustee, on your behalf, will require Stifel to purchase any exchangeable shares on the retraction date set forth in the retraction request.

     Liquidation Rights with Respect to Stifel

     In order for the holders of exchangeable shares to participate on a pro rata basis with the holders of shares of our common stock, on the fifth business day prior to the effective date of a Stifel liquidation event (a specified event relating to the voluntary or involuntary liquidation, dissolution, winding up or other distribution of the assets of Stifel among its shareholders for the purpose of winding

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up its affairs), each exchangeable share (other than those held by Stifel and its affiliates) will automatically be exchanged for a share of our common stock plus, provided that you hold the exchangeable share on the applicable dividend record date, an amount in cash equal to any declared and unpaid dividends on that exchangeable share, less any amount withheld on account of tax. Upon your request and surrender of exchangeable share certificates, duly endorsed in blank and accompanied by those instruments of transfer that Stifel may reasonably require, Stifel will deliver to you certificates representing an equivalent number of shares of our common stock, plus on the payment date therefor, a check for the amount of any declared and unpaid dividends, if any, on the exchangeable shares exchanged by you under the automatic exchange right, less any amount withheld on account of tax.

     We will pay all expenses incurred in connection with the distribution described in this prospectus. We estimate that the total expense of this distribution will be approximately $40,000.

INCOME TAX CONSIDERATIONS

     Certain Canadian Federal Income Tax Considerations

     The following is a summary of certain Canadian federal income tax consequences under the Income Tax Act (Canada) (the “Canadian Tax Act”), generally applicable to a holder of exchangeable shares who, for purposes of the Canadian Tax Act, and at all relevant times, is or is deemed to be resident in Canada, holds or will hold exchangeable shares and shares of Stifel common stock, as the case may be, as capital property, deals at arm’s length with Stifel, CallRightCo and Canadian Sub, and is not affiliated with Stifel, CallRightCo or Canadian Sub (a “Canadian Holder”). Exchangeable shares and shares of Stifel common stock will generally be considered to be capital property to a shareholder unless the shares are held in the course of carrying on a business of trading or dealing in securities or were acquired in a transaction considered to be an adventure in the nature of trade. Certain holders of exchangeable shares who are residents of Canada for the purposes of the Canadian Tax Act, and whose exchangeable shares might not otherwise qualify as capital property, may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Canadian Tax Act to have their exchangeable shares and every “Canadian security” (as defined in the Canadian Tax Act) owned by such shareholder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. Shareholders who do not hold their exchangeable shares or shares of Stifel common stock, as the case may be, as capital property, should consult their own tax advisors regarding their particular circumstances.

     This summary is based on the Canadian Tax Act and the regulations thereunder and the current published administrative practices and assessing policies of the Canada Revenue Agency (“CRA”), all in effect as of the date hereof. This summary takes into account all proposed amendments to the Canadian Tax Act and the regulations thereunder that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and assumes that such proposed amendments will be enacted substantially as proposed. However, no assurance can be given that such proposed amendments will be enacted in the form proposed, or at all. This summary does not take into account or anticipate any other changes in law or any changes in CRA administrative practices and assessing policies, whether by judicial, governmental or legislative action or decision, nor does it take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ from the material Canadian federal income tax consequences described herein.

     This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular shareholder. This summary does not take into account any particular circumstances of any particular shareholder and does not address consequences that may be particular to any particular shareholder. Therefore, shareholders should consult their own tax advisor regarding their particular circumstances.

     In particular, this summary does not apply to a shareholder: (i) that is a “specified financial institution” as defined in the Canadian Tax Act, (ii) a “financial institution” for the purposes of the mark-to-market property rules contained in the Canadian Tax Act; (iii) an interest in which constitutes a “tax

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shelter investment” within the meaning of the Canadian Tax Act; or (iv) that has elected to report its “Canadian tax results”, as defined in the Canadian Tax Act, in a currency other than Canadian currency. All such shareholders should consult their own tax advisors.

     For the purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of securities (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars based on the noon rate of exchange as quoted by the Bank of Canada at the time such transactions arise or such other rate of exchange acceptable to CRA at the time such transactions arise.

     Dividends on Exchangeable Shares

     Individuals. In the case of a Canadian Holder who is an individual (including most trusts), dividends received or deemed to be received on exchangeable shares will be required to be included in computing the individual’s income for the taxation year in which such dividends are received and will be subject to the gross-up and dividend tax credit rules generally applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit provisions where the Corporation designates the dividend as an “eligible dividend”.

     Corporations. In the case of a Canadian Holder that is a corporation, dividends received or deemed to be received on exchangeable shares will be required to be included in computing the corporation’s income for the taxation year in which such dividends are received and, subject to the special rules and limitations described below, such dividends will normally be deductible in computing the corporation’s taxable income.

     In the case of a Canadian Holder of exchangeable shares that is a “private corporation” (as defined in the Canadian Tax Act) or any other corporation controlled or deemed to be controlled by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts), such Canadian Holder will generally be liable to pay a refundable tax under Part IV of the Canadian Tax Act of 33 1/3% on dividends received (or deemed to be received) on such exchangeable shares, to the extent such dividends are deductible in computing such shareholder’s taxable income. A “Canadian-controlled private corporation” may be liable to pay an additional refundable tax of 6 2/3% on dividends received or deemed to be received on such exchangeable shares if such dividends are not deductible in computing taxable income.

     The exchangeable shares are “taxable preferred shares” and “short-term preferred shares” for the purpose of the Canadian Tax Act. Accordingly, a Canadian Holder of exchangeable shares who receives or is deemed to receive dividends on such shares should not be subject to the 10% tax under Part IV.1 of the Canadian Tax Act.

     Dividends on Stifel Common Stock

     Individuals. In the case of a Canadian Holder of shares of Stifel common stock who is an individual, dividends received or deemed to be received by such Canadian Holder on such stock will be required to be included in computing the Canadian Holder’s income for the taxation year in which such dividends are received and will not be subject to the gross-up and dividend tax credit rules in the Canadian Tax Act.

     Corporations. In the case of a Canadian Holder of shares of Stifel common stock that is a corporation, dividends received or deemed to be received by the Canadian Holder on such stock will be required to be included in computing the Canadian Holder’s income for the taxation year in which such dividends are received and generally will not be deductible in computing the Canadian Holder’s taxable income. A Canadian Holder that is a Canadian-controlled private corporation may be liable to pay an additional refundable tax of 6 2/3% on such dividends.

     Any United States non-resident withholding tax paid on such dividends generally will be eligible to be credited against the Canadian Holder’s income tax or deducted from income, subject to certain limitations under the Canadian Tax Act.

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     Redemption or Exchange of Exchangeable Shares

     A Canadian Holder will be considered to have disposed of exchangeable shares (i) on a redemption (including pursuant to a retraction request) of such exchangeable shares by Canadian Sub and (ii) on an acquisition of such exchangeable shares by CallRightCo or Stifel. However, the Canadian federal income tax consequences of the disposition to the Canadian Holder will differ depending on whether the event giving rise to the disposition is a redemption or an acquisition.

     A shareholder who exercises the right to require redemption of an exchangeable share by giving a retraction request cannot control whether such exchangeable share will be acquired by CallRightCo under the retraction call right or redeemed by Canadian Sub; however, the shareholder will be notified as soon as possible if CallRightCo will not exercise the retraction call right. A shareholder may revoke a retraction request, in writing, at any time prior to the close of business one business day before the contemplated date of retraction, in which case the exchangeable shares identified in the retraction request will not be purchased by CallRightCo or redeemed by Canadian Sub.

     Redemption by Canadian Sub. On a redemption (including a retraction) of exchangeable shares by Canadian Sub, a Canadian Holder will generally be deemed to have received a dividend equal to the amount, if any, by which the redemption proceeds exceed the paid-up capital (for purposes of the Canadian Tax Act) of the exchangeable shares so redeemed. On the redemption, the Canadian Holder will be considered to have received proceeds of disposition equal to the redemption proceeds less the amount of the deemed dividend. A Canadian Holder will also realize a capital gain (or a capital loss) equal to the amount, if any, by which the Canadian Holder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of such exchangeable shares to such Canadian Holder immediately before the disposition. For this purpose, the “redemption proceeds” for each exchangeable share will be equal to the sum of (i) the fair market value at the time of the redemption of 0.1364 shares of Stifel common stock, and (ii) the amount of all declared but unpaid dividends, if any, on the exchangeable share. The deemed dividend will generally be subject to the tax treatment described above under “Dividends on Exchangeable Shares.”

     In the case of a Canadian Holder that is a corporation, it is possible that in some circumstances all or part of the deemed dividend may be treated as proceeds of disposition and not as a dividend.

     Purchase by CallRightCo. On the sale of an exchangeable share to CallRightCo pursuant to CallRightCo’s redemption call right, a Canadian Holder will generally be considered to realize a capital gain (or a capital loss) equal to the amount, if any, by which the Canadian Holder’s proceeds of disposition for the exchangeable share, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of such exchangeable share to such Canadian Holder immediately before the disposition. For this purpose, a Canadian Holder’s proceeds of disposition in respect of a sale of an exchangeable share to CallRightCo will be equal to the sum of (i) the fair market value at the time of the exchange of 0.1364 shares of Stifel common stock, and (ii) the amount of all declared but unpaid dividends on the exchangeable share. The acquisition of an exchangeable share by CallRightCo will not result in a deemed dividend. For a description of the tax treatment of capital gains and losses, see “Taxation of Capital Gains and Capital Losses” below.

     Acquisition and Disposition of Stifel Common Stock

     The cost of the shares of Stifel common stock received on a retraction, redemption or exchange of exchangeable shares to a particular Canadian Holder will be equal to the fair market value of the common stock at the time of that event, and generally will be averaged with the adjusted cost base immediately before that time of any other shares of Stifel common stock held by such Canadian Holder at that time as capital property for the purpose of determining the adjusted cost base of the Stifel common stock under the Canadian Tax Act.

     A Canadian Holder of shares of Stifel common stock who disposes or is deemed to dispose of such shares will generally realize a capital gain (or a capital loss) equal to the amount, if any, by which the proceeds of disposition of such common stock, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to such Canadian Holder of such common stock immediately before the disposition. The taxation of capital gains and capital losses is described below.

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     Taxation of Capital Gains and Capital Losses

     Generally, a Canadian Holder will be required to include in computing its income for a taxation year half of the amount of any capital gain (the “taxable capital gain”) realized in such year. A Canadian Holder must deduct half of the amount of any capital loss (the “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Canadian Holder in such year, subject to and in accordance with rules contained in the Canadian Tax Act. Any allowable capital losses in excess of taxable capital gains for the year of disposition generally may be carried back up to three taxation years or carried forward indefinitely and deducted against taxable capital gains in such other years to the extent and under the circumstances described in the Canadian Tax Act.

     Capital gains realized by a Canadian Holder who is an individual or trust, other than certain specified trusts, may give rise to alternative minimum tax under the Canadian Tax Act.

     A Canadian Holder that is a “Canadian-controlled private corporation,” as defined in the Canadian Tax Act, may be liable to pay an additional refundable tax of 6 2/3% on its “aggregate investment income” for the year which will include an amount in respect of taxable capital gains.

     If a Canadian Holder of exchangeable shares or of shares of Stifel common stock is a corporation, the amount of any capital loss realized on a disposition or deemed disposition of such shares may be reduced by the amount of dividends received or deemed to have been received on such shares to the extent and under circumstances prescribed by the Canadian Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns such shares or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns any such shares. Canadian Holders to whom these rules may be relevant should consult their own tax advisors.

     Foreign Property Information Reporting

     In general, a “specified Canadian entity,” as defined in the Canadian Tax Act, for a taxation year or fiscal period whose total cost amount of “specified foreign property,” as defined in the Canadian Tax Act, at any time in the year or fiscal period exceeds CAD$100,000, is required to file an information return for the year or period disclosing prescribed information, including the cost amount, any dividends received in the year, and any gains or losses realized in the year, in respect of such property. With some exceptions, a Canadian Holder will be a specified Canadian entity. Exchangeable shares (and certain ancillary rights attached thereto) and Stifel common stock will constitute specified foreign property to a Canadian Holder for these purposes.

     Accordingly, holders of exchangeable shares and Stifel common stock should consult their own advisors regarding compliance with these rules.

     Offshore Investment Fund Property Rules

     The Canadian Tax Act contains rules which, in certain circumstances, may require a Canadian Holder to include an amount in income in each taxation year in respect of the acquisition and holding of Stifel common stock if the value of such common stock may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of the capital stock of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (vii) rights or options to acquire or dispose of any of the foregoing, or (viii) any combination of the foregoing (“Investment Assets”).

     In order for these rules to apply to a Canadian Holder in respect of Stifel common stock, it must be reasonable to conclude that one of the main reasons for the Canadian Holder acquiring or holding such common stock was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Canadian Tax Act if the income, profits and gains had been earned directly by the Canadian Holder. In making this determination, the Canadian Tax Act provides that regard must be had to all of the circumstances,

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including: (i) the nature, organization and operation of Stifel and the form of, and the terms and conditions governing the Canadian Holder’s interest in or connection with Stifel, (ii) the extent to which any income, profit and gains that may reasonably be considered to be earned or accrued, whether directly or indirectly, for the benefit of Stifel are subject to an income or profits tax that is significantly less than the income tax that would be applicable to such income, profits and gains if they were earned directly by the Canadian Holder, and (iii) the extent to which any income, profits and gains of Stifel for any fiscal period are distributed in that or the immediately following fiscal period.

     Where these rules apply, a Canadian Holder will generally be required to include in income for each taxation year in which the Canadian Holder owns Stifel common stock the amount, if any, by which (i) an imputed return for the taxation year computed on a monthly basis, where the amount in respect of each month is calculated as the product obtained when the Canadian Holder’s “designated cost” (within the meaning of the Canadian Tax Act) in the common stock at the end of the month is multiplied by 1/12th of the applicable prescribed rate for the period that includes such month, exceeds (ii) any dividends or other amounts included in computing the Canadian Holder’s income for the year (other than a capital gain) in respect of the common stock determined without reference to these rules.

     For these purposes, the designated cost to a Canadian Holder of Stifel common stock at any particular time in a taxation year will generally include, among other things, the cost to the Canadian Holder of the Stifel common stock and the total of all amounts required to be included in computing the Canadian Holder’s income for a preceding taxation year as imputed income in respect of such common stock under these rules. In addition, and subject to the comments below, the prescribed rate for purposes of these computations is the amount determined under the Regulations on a quarterly basis as the average equivalent yield of Government of Canada 90-day treasury bills (rounded to the next highest whole percentage) sold during the first month of the immediately preceding quarter (the “Base Rate”).

     In the most recent Canadian federal budget, which was tabled on March 4, 2010, the Minister of Finance announced that certain prior Tax Proposals relating to the taxation of Canadian residents investing in certain non-resident entities (the “FIE Proposals”) will not be implemented. The Minister of Finance also announced a revised proposal to amend the existing rules (which are described above) to increase the Base Rate by two percentage points to the Base Rate plus two percentage points. In addition, the Minister of Finance indicated that revised legislation implementing the new proposal will be released for public consultation.

     Any amount required to be included in computing a Canadian Holder’s income under these provisions will be added to the adjusted cost base to the Canadian Holder of its Stifel common stock. A Canadian Holder who realizes a capital loss on the disposition of Stifel common stock will not, however, be entitled to claim any deduction in computing the Canadian Holder’s income in respect of any portion of such capital loss, even in circumstances where the Canadian Holder was required to include an amount in computing its income under these rules in connection with holding the Stifel common stock.

     The rules described above will only apply if one of the main reasons for a Canadian Holder acquiring or holding Stifel common stock was to derive, either directly or indirectly, a benefit from Investment Assets in such a manner that any taxes on income, profits, and gain from such assets are significantly less than the tax that would have been applicable under Part I of the Canadian Tax Act had the Investment Assets been held directly by the Canadian Holder.

     These rules are complex and their application depends, to a large extent, on the reasons for a Canadian Holder acquiring or holding Shares. Canadian Holders are urged to consult their own tax advisors regarding the application and consequences of these rules in their own particular circumstances.

     Certain U.S. Federal Income Tax Considerations for Holders of Exchangeable Shares

     The following is a general discussion of certain United States federal income and estate tax consequences of holding or disposing of the exchangeable shares to a non-U.S. holder (as defined below). This discussion is limited to non-U.S. holders who hold the exchangeable shares as a “capital asset” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of our common stock that is not, for United States federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation (or any other entity treated as a corporation for United States federal tax purposes) created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia; (iii) a domestic partnership, (iv) an estate the income of which is subject to United States federal income taxation regardless of its source; or (v) a trust (A) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all of the trust’s substantial decisions or (B) that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. U.S. holders are urged to consult their own tax advisors regarding the United States federal, state, local, and non-U.S. income and other tax considerations with respect to holding and disposing of the exchangeable shares. For purposes of this discussion, you are a U.S. Holder if you are not a non-U.S. Holder.

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     Furthermore, this discussion does not address: (i) all aspects of United States federal income and estate taxation that may be applicable to holders of the exchangeable shares in light of their particular circumstances; (ii) United States federal gift tax consequences, or United States state or local or non-U.S. tax consequences; (iii) the tax consequences for the shareholders, partners, or beneficiaries of a non-U.S. holder; (iv) special tax rules that may apply to particular non-U.S. holders, such as financial institutions, insurance companies, tax-exempt organizations, hybrid entities, certain former citizens or former long-term residents of the United States, broker-dealers, and traders in securities; or (v) special tax rules that may apply to a non-U.S. holder that hold the exchangeable shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” or other integrated investment.

     If a partnership (including for this purpose any entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial owner of the exchangeable shares, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships and partners should consult their tax advisors about the United States federal income and estate tax consequences of the purchase, ownership and disposition of our common stock.

     The following discussion is based on provisions of the Code, applicable United States Treasury regulations promulgated thereunder and administrative and judicial interpretations, all as in effect on the date of this Registration Statement, and all of which are subject to change, possibly on a retroactive basis. Changes in the law may modify this discussion, and in some cases the changes may be retroactive. The conclusions herein neither bind the Internal Revenue Service (“IRS”), nor preclude the IRS from adopting a contrary position, and it is possible that the IRS may successfully assert a contrary position in litigation or other proceedings. Neither Stifel nor Canadian Sub has requested, or intends to request, a ruling from the IRS with respect to the tax consequences of holding or disposing of the exchangeable shares.

     U.S. Federal Income Tax Characterization of Exchangeable Shares

     There is no statutory, judicial or administrative authority that directly addresses the proper characterization and treatment of instruments with characteristics similar to the exchangeable shares and the ancillary rights for U.S. federal income tax purposes. While the exchangeable shares are nominally shares of Canadian Sub, they bear the beneficial attributes of Stifel common stock. Specifically, the exchangeable shares are exchangeable into shares of Stifel common stock, have dividend rights based on the dividends paid with respect to Stifel common stock, and have the benefit of voting rights similar to the voting rights attributable to the shares of Stifel common stock. Consequently, one may reasonably take the position that, for U.S. federal income tax purposes, the exchangeable shares should be treated as shares of Stifel rather than as shares of Canadian Sub. In the absence of specifically applicable authority, Stifel and Canadian Sub intend to take the position that the exchangeable shares constitute common stock of Stifel, and not stock of Canadian Sub, for U.S. federal income tax purposes. However, this position is subject to significant uncertainty, and as noted above, such characterization is not binding on the IRS. As such, the IRS or the courts may assert that, for U.S. federal income tax purposes, the exchangeable shares should be treated as shares of Canadian Sub, rather than Stifel.

     U.S. Federal Income Tax Characterization Dividends Received by Non-U.S. Holders on Exchangeable Shares

     Since Stifel and Canadian Sub intend to treat the exchangeable shares as common stock of Stifel, Canadian Sub intends to withhold any amounts in respect of U.S. withholding tax from dividends paid with respect to the exchangeable shares in the same manner as dividends paid on common stock of Stifel. See “Dividends Received by Non-U.S. Holders on Stifel Common Stock” below. However, as discussed above, no statutory, judicial or administrative authority exists that directly addresses the proper characterization and treatment of instruments with characteristics similar to the exchangeable shares and the ancillary rights, including dividends, for U.S. federal income tax purposes.

     Dividends Received by Non-U.S. Holders of Canadian Sub

     In the event that Canadian Sub makes distributions on its common stock, those distributions will constitute dividends for United States federal income tax purposes to the extent paid from Canadian Sub’s current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent those distributions exceed Canadian Sub’s current and accumulated earnings and profits, they will constitute a return of capital and first reduce the Non-U.S. holder’s basis in Canadian Sub’s common stock (but not below zero) and then will be treated as gain from the sale of Canadian Sub’s common stock.

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     We will withhold United States federal income tax at a rate of 30%, or a lower rate under an applicable income tax treaty, from the gross amount of the dividends paid to a non-U.S. holder that are not effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty.

     In order to claim the benefit of an applicable income tax treaty, a non-U.S. holder will be required to provide a properly executed United States Internal Revenue Service Form W-8BEN (or other applicable form) in accordance with the applicable certification and disclosure requirements. Special rules apply to partnerships and other pass-through entities and these certification and disclosure requirements also may apply to beneficial owners of partnerships and other pass-through entities that hold our common stock. A non-U.S. holder that satisfies the requirements for a reduced rate of United States federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the United States Internal Revenue Service.

     Under the Canada-U.S. Income Tax Convention, dividends from U.S. sources distributed to persons that are residents of Canada for purposes of the Canada-U.S. Income Tax Convention and that are eligible for treaty benefits are currently subject to a maximum withholding rate of 15%.

     Dividends that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment in the United States) are taxed on a net income basis in the same manner, and at the same rates, as if the non-U.S. holder were a resident of the United States. In such cases, we will not have to withhold United States federal income tax if the non-U.S. holder provides a properly executed United States Internal Revenue Service Form W-8ECI (or other applicable form) in accordance with the applicable certification and disclosure requirements. In addition, a “branch profits tax” may be imposed at a 30% rate, or a lower rate under an applicable income tax treaty, on a foreign corporation that has earnings and profits (attributable to dividends or otherwise) that are effectively connected with the conduct of a trade or business in the United States.

     Gain or Loss on Disposition of the Exchangeable Shares

     A non-U.S. holder generally will not be subject to United States federal income tax or any withholding thereof with respect to gain realized on a sale or other disposition of our common stock (or the exchangeable shares) unless one of the following applies:

     • the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); in these cases, the non-U.S. holder will generally be taxed on its net gain derived from the disposition in the same manner, and at the same rates, as if the non-U.S. holder were a resident of the United States and, if the non-U.S. holder is a foreign corporation, the “branch profits tax” described above may also apply;

     • the non-U.S. holder is an individual who holds our common stock as a capital asset, has a “tax home” in the U.S. (within the meaning of Section 865(g)(1)(A)(i)(II) of the Code) and is present in the United States for 183 days or more during the taxable year of the disposition and meets certain other conditions; in this case, except as otherwise provided by an applicable income tax treaty, the gain, which may generally be offset by United States source capital losses, generally will be subject to a flat 30% United States federal income tax (even though the non-U.S. holder is not considered a resident alien under the Code); or

     • our common stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation,” or a “USRPHC,” for United States federal income tax purposes at any time during the shorter of the 5-year period ending on the date or disposition of our common stock or the period the non-U.S. holder held our common stock. Generally, a corporation is a USRPHC if the fair market

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value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are not currently, and we do not anticipate becoming in the future, a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. As long as our common stock is “regularly traded on an established securities market” within the meaning of Section 897(c)(3) of the Code, however, our common stock will be treated as United States real property interests only if the non-U.S. holder owned directly or indirectly more than 5 percent of such regularly traded common stock during the shorter of the 5-year period ending on the date of disposition of our common stock or the period the non-U.S. holder held our common stock and we were a USRPHC during such period. If we are or were to become a USRPHC and a non-U.S. holder owned directly or indirectly more than 5 percent of our common stock during the period described above or our common stock is not “regularly traded on an established securities market,” then a non-U.S. holder would generally be subject to United States federal income tax on its net gain derived from the disposition of our common stock at regular graduated rates.

     United States Federal Estate Tax

     Stifel common stock (and the exchangeable shares, if treated as Stifel common stock) that is owned or treated as owned by an individual who is a not a United States citizen or resident of the United States (as specifically defined for United States federal estate tax purposes) at the time of death will be included in the individual’s gross estate for United States federal estate tax purposes, and, therefore, United States federal estate tax may be imposed with respect to the value of such stock, unless an applicable estate tax or other treaty provides otherwise.

     Information Reporting and Backup Withholding

     We must report annually to the Internal Revenue Service, or the IRS, and to each non-U.S. holder the amount of dividends paid to that holder and the tax withheld from those dividends. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. Copies of the information returns reporting those dividends and withholding may also be made available under the provisions of an applicable income tax treaty or agreement to the tax authorities in the country in which the non-U.S. holder is a resident.

     Under some circumstances, United States Treasury regulations require backup withholding and additional information reporting on reportable payments on common stock. The gross amount of dividends paid to a non-U.S. holder that fails to certify its non-U.S. holder status in accordance with applicable United States Treasury regulations generally will be reduced by backup withholding at the applicable rate (currently 28%), unless the 30% rate (or such lower rate as may be specified by an applicable income tax treaty) of withholding described above applies.

     The payment of the proceeds of the sale or other disposition of common stock by a non-U.S. holder to or through the United States office of any broker, United States or non-U.S., or through a non-U.S. office of a broker that is a United States person or has certain enumerated connections with the United States generally will be reported to the IRS and reduced by backup withholding, unless the non-U.S. holder either certifies its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption. The payment of the proceeds from the disposition of common stock by a non-U.S. holder to or through a non-U.S. office of a non-U.S. broker will not be reduced by backup withholding or reported to the IRS, unless the non-U.S. broker has certain enumerated connections with the United States.

     Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder’s United States federal income tax liability, if any, provided that the required information is furnished to the IRS in a timely manner. These backup withholding and information reporting rules are complex and non-U.S. holders are urged to consult their own tax advisors regarding the application of these rules to them.

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     Certain U.S. Federal Income Tax Considerations for Holders of Stock Options and Restricted Stock

     The following is a general discussion of certain United States federal income tax consequences that generally will arise with respect to the exercise of the options and vesting of the restricted stock, and with respect to the sale of common stock acquired as a result of that exercise or vesting. This discussion is limited to U.S. holders of the options or restricted stock. If you are subject to the tax laws of any country other than the United States, you should consult your own tax and legal advisors to determine the tax and legal consequences related to the options and restricted stock. The following discussion is based on provisions of the Code, applicable United States Treasury regulations promulgated thereunder and administrative and judicial interpretations, all as in effect on the date of this Registration Statement, and all of which are subject to change, possibly on a retroactive basis. Changes in the law may modify this discussion, and in some cases the changes may be retroactive.

     Option Holders

     Incentive Stock Options. Option holders that hold options that qualify as “incentive stock options” within the meaning of Section 422 of the Code are subject to the following federal income tax consequences. You should consult with your own tax and legal advisors to determine whether the options you hold qualify as “incentive stock options.” When you exercise any incentive stock options, provided you have not ceased to be an employee for more than three months before the date of exercise, you will not be required to recognize income, and we will not be allowed to take a deduction. For purposes of the alternative minimum tax, however, the amount by which the aggregate fair market value of common stock acquired on exercise of an incentive stock option exceeds the exercise price of that option generally will be considered to be a tax preference item which must be included in your alternative minimum taxable income for the year in which the incentive stock option is exercised. The Code imposes an alternative minimum tax on a taxpayer whose tentative minimum tax, as defined in Section 55(b)(1) of the Code, exceeds the taxpayer’s regular tax.

     Additional tax consequences will depend upon how long you hold the shares of common stock received after exercising the incentive stock options. If you hold the shares for more than two years from the date of grant and one year from the date of exercise of the option, upon disposition of the shares, you will not recognize any ordinary income, and we will not be allowed to take a deduction. However, the difference between the amount you realize upon disposition of the shares and the basis (i.e., the amount you paid upon exercise of the incentive stock option) in those shares will be taxed as a long-term capital gain or loss.

     If you dispose of shares acquired upon exercise of an incentive stock option which you have held for two years or less from the date of grant or one year from the date of exercise (“Disqualifying Disposition”), you generally will recognize ordinary income in the year of the disposition. To calculate the amount of ordinary income that must be recognized upon a Disqualifying Disposition, make the following determinations and calculations:

     • determine which is smaller: the amount realized on disposition of the shares or the fair market value of the shares on the date of exercise;

     • next, subtract the basis in those shares from the smaller amount. This is the amount of ordinary income that you must recognize.

     To the extent that you recognize ordinary income, we are allowed to take a deduction. In addition, you must recognize as short-term or long-term capital gain, depending on whether the holding period for the shares exceeds one year, any amount that you realize upon disposition of those shares which exceeds the fair market value of those shares on the date you exercised the option. You will recognize a short-term or long-term capital loss, depending on whether the holding period for the shares exceeds one year, to the extent the basis in the shares exceeds the amount you realize upon disposition of those shares. You should notify us upon your subsequent disposition of the shares so we can ensure proper tax reporting.

     As noted above, the excess of the fair market value of the shares at the time you exercise your incentive stock option over the exercise price for the shares is a tax adjustment item for the purposes of the alternative minimum tax.

     Non-Qualified Stock Options. If you receive a non-qualified stock option, you will not recognize income at the time of the grant of the stock option; however, you will recognize ordinary income upon the exercise of the non-qualified stock option. The amount of ordinary income you recognize equals the difference between (a) the fair market value of the stock on the date of exercise and (b) the amount paid for the stock. We will be entitled to a deduction in the same amount. The ordinary income you recognize will be subject to applicable tax withholding by us. When you sell these shares, any difference between the sales price and the basis (i.e., the amount paid for the stock plus the ordinary income recognized by you) will be treated as a capital gain or loss.

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     Restricted Stock Holders

     Unless you made a timely Section 83(b) election when you received the restricted stock, you will recognize ordinary income when the restrictions that impose a substantial risk of forfeiture on the shares of common stock or the transfer restrictions (collectively, the “Restrictions”) lapse. The Restrictions that apply to your restricted stock are described in the terms of the plan under which the awards were issued. The amount recognized will be equal to the excess of the fair market value of the shares at the time the Restrictions lapse and the original purchase price paid for the shares, if any. The ordinary income recognized by you with respect to restricted stock awarded under the plan will be subject to applicable tax withholding by us. If you did not make a timely Section 83(b) election upon receiving the restricted stock, any dividends received with respect to common stock subject to the Restrictions will be treated as additional compensation income and not as dividend income.

     You may have elected, pursuant to Section 83(b) of the Code, to recognize as ordinary income the fair market value of the restricted stock upon grant (less the amount of any purchase price paid for the restricted stock, if any), notwithstanding that the restricted stock would otherwise not be includable in gross income at that time. Any change in the value of the shares after the date of grant will be taxed as a capital gain or capital loss only if and when you dispose of the shares. If the section 83(b) election was made, your capital gains holding period began just after the date of grant.

     This Section 83(b) election is generally irrevocable. If a Section 83(b) election is made and you then forfeit the restricted stock, you may not deduct as a loss the amount previously included in gross income.

     Your tax basis in shares of restricted stock will be equal to the sum of the amount (if any) you paid for the common stock and the amount of ordinary income recognized by you as a result of making a Section 83(b) election or upon the lapse of the Restrictions. Unless a Section 83(b) election was made, your holding period for the shares for purposes of determining gain or loss on a subsequent sale will begin just after the date the Restrictions on the shares lapse.

     In general, we will be entitled to a deduction at the same time, and in an amount equal to, the ordinary income recognized by you with respect to shares of restricted stock.

     If, subsequent to the lapse of the Restrictions on the shares, you sell the shares, the difference, if any, between the amount realized from the sale and the tax basis of the shares to you will be taxed as a capital gain or capital loss.

     Income Tax Rates on Capital Gain and Ordinary Income

     Under current tax law, short-term capital gain and ordinary income will be taxable at a maximum federal rate of 35%. However, after December 31, 2010, the maximum federal rate on short-term capital gain and ordinary income will increase to 39.6%. Phaseouts of personal exemptions and reductions of allowable itemized deductions at higher levels of income may result in slightly higher marginal tax rates. Ordinary compensation income generally will also be subject to the Medicare tax and, under certain circumstances, a social security tax. On the other hand, long-term capital gain will be taxable at a maximum federal rate of 15%. However, after December 31, 2010, the maximum federal rate on long term capital gains will be 20%. The tax rates are subject to change at any time.

     Withholding

     We have the right to deduct or withhold, or require you to remit to us, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of you being a holder of the options or the restricted stock.

     The foregoing sections—“Certain U.S. Federal Income Tax Considerations for Holders of Exchangeable Shares” and “Certain U.S. Federal Income Tax Considerations for Holders of Stock Options and Restricted Stock”—are not intended to be a complete analysis or description of all potential United States federal income tax consequences related to the exchangeable shares, options, and restricted stock. In addition, the discussion does not address tax consequences which may vary with, or are contingent on, your individual circumstances. Moreover, the discussion does not address any non-income tax consequences (other than the estate tax consequences discussed herein) or any foreign, state or local tax consequences of holding or disposing of the exchangeable shares. Accordingly, you are strongly encouraged to consult with your own tax advisor as to the tax consequences related to the exchangeable shares, options, and restricted stock in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at http://www.sec.gov, from which interested persons can electronically access our SEC filings, including the registration statement and the exhibits and schedules thereto.

     The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents subsequently filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, prior to the termination of the offering under this prospectus:

• our Annual Report on Form 10-K for the year ended December 31, 2009, including the information incorporated by reference from our definitive proxy statement relating to our annual meeting of stockholders, filed with the SEC on February 26, 2010;

• our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on April 30, 2010;

• our Current Reports on Form 8-K filed with the SEC on April 13, 2010, April 26, 2010 and July 1, 2010 (except, in any case, the portions furnished and not filed pursuant to Item 7.01 or otherwise); and

• Description of our common stock set forth in our Registration Statement on Form 8-A filed with the SEC on April 29, 1987.

     You may also request copies of our filings, free of charge, by telephone at (314) 342-2000 or by mail at: Stifel Financial Corp., 501 North Broadway, St. Louis, Missouri 63102, Attention: Investor Relations.

VALIDITY OF SECURITIES

     The validity of the shares of common stock offered hereby will be passed upon for us by Bryan Cave LLP, St. Louis, Missouri.

EXPERTS

     Our consolidated financial statements as of and for the years ended December 31, 2009 and 2008 appearing in our Annual Report on Form 10-K for the year ended December 31, 2009 including the effectiveness of our internal control over financial reporting as of December 31, 2009 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference.

     Our 2007 consolidated financial statements (before the retrospective adjustments to the financial statement disclosures for a change in the composition of reportable segments as discussed in Note 24 to the consolidated financial statements) incorporated herein by reference have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein by reference in the Registration Statement (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the retrospective adjustments to the financial statement disclosures for a change in the composition of reportable segments as discussed in Note 24 to the consolidated financial statements).

     Such consolidated financial statements have been so incorporated in reliance upon the reports of such firms given on their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The expenses relating to the registration of the shares of common stock will be borne by the registrant. Such expenses are estimated to be as follows:

SEC registration fee	$	(1	)
Legal fees and expenses		15,000
Accounting fees and expenses		25,000
Total	$	40,000

Each of the amounts set forth above, other than the SEC registration fee, is an estimate.

⁽¹⁾ All filing fees payable in connection with the registration of these securities were paid in connection with the filing of the Registrant’s Registration Statement on Form S-4 (Reg No. 333-166355).

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Item 15. Indemnification of Directors and Officers.

     We are incorporated under the laws of the State of Delaware. The following is a summary of Section 145 of the General Corporation Law of the State of Delaware (“Delaware Law”).

     Subject to restrictions contained in Delaware Law, a corporation may indemnify any person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, in connection with any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. A present or former director or officer who is successful on the merits or otherwise in any suit or matter covered by the indemnification statute shall be indemnified and indemnification is otherwise authorized upon a determination that the person to be indemnified has met the applicable standard of conduct required. Such determination shall be made by a majority vote of the board of directors who were not parties to such action, suit or proceeding, even though less than a quorum, a committee of such directors designated by majority vote of such directors, even though less than a quorum, or if there are no such directors, or if such directors so direct, by special independent counsel in a written opinion, or by the stockholders. Expenses incurred in defense may be paid in advance upon receipt by the corporation of a written undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that the recipient is not entitled to indemnification under the statute. The indemnification provided by statute is not exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such person. Insurance may be purchased on behalf of any person entitled to indemnification by the corporation against any liability asserted against him or her and incurred in an official capacity regardless of whether the person could be indemnified under the statute. References to the corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting corporation, and anyone seeking indemnification by virtue of acting in some capacity with a constituent corporation would stand in the same position as if such person had served the resulting or surviving corporation in the same capacity.

     Our Restated Certificate of Incorporation, as amended, provides generally that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Delaware Law, or (iv) for any transaction from which the director derived an improper personal benefit.

     Section 6.4 of our Amended and Restated By-Laws provides for indemnification by Stifel of each person who is or was a director, officer or employee (or is or was serving as a director, officer or employee of any other enterprise at our request) to the fullest extent authorized by law. Certain of the directors also have indemnification agreements with the Registrant which provide for indemnification to the fullest extent permitted by the Delaware Law or by any amendment thereof or any other statutory provisions authorizing or permitting indemnification.

     In addition, Delaware Law and our Amended and Restated By-Laws authorize us to purchase insurance for our directors and officers insuring them against certain risks as to which we may be unable lawfully to indemnify them. We have purchased insurance coverage for our directors and officers as well as insurance coverage to reimburse us for potential costs of corporate indemnification of our directors and officers.

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Item 16. Exhibits.

     The exhibits to this registration statement are listed in the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

     (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

     (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As

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provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

     (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

     (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

     (6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of St. Louis, state of Missouri on July 2, 2010.

STIFEL FINANCIAL CORP. (Registrant)
By:	/s/ James M. Zemlyak
	James M. Zemlyak
	Senior Vice President, Chief Financial Officer and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Ronald J. Kruszewski* Ronald J. Kruszewski	Chairman of the Board, President, Chief Executive Officer (Principal Executive Officer), and Director	July 2, 2010
/s/ James M. Zemlyak James M. Zemlyak	Senior Vice President , Chief Financial Officer, Treasurer (Principal Financial and Accounting Officer), and Director	July 2, 2010
/s/ Bruce A. Beda*	Director	July 2, 2010
Bruce A. Beda
/s/ Charles A. Dill* Charles A. Dill	Director	July 2, 2010
/s/ John P. Dubinsky*	Director	July 2, 2010
John P. Dubinsky
/s/ Richard F. Ford*	Director	July 2, 2010
Richard F. Ford
/s/ Frederick O. Hanser*	Director	July 2, 2010
Frederick O. Hanser
/s/ Richard J. Himelfarb*	Director	July 2, 2010
Richard J. Himelfarb

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Signature	Title	Date
/s/ Robert E. Lefton*	Director	July 2, 2010
Robert E. Lefton
/s/ Scott B. McCuaig*	Director	July 2, 2010
Scott B. McCuaig
/s/ Thomas P. Mulroy*	Director	July 2, 2010
Thomas P. Mulroy
/s/ Victor J. Nesi*	Director	July 2, 2010
Victor J. Nesi
/s/ James M. Oates*	Director	July 2, 2010
James M. Oates
/s/ Ben A. Plotkin*	Director	July 2, 2010
Ben A. Plotkin
/s/ Kelvin R. Westbrook*	Director	July 2, 2010
Kelvin R. Westbrook

*By:	/s/ James M. Zemlyak
	James M. Zemlyak
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
2.1	Form of Plan of Arrangement (including Exchangeable Share Provisions).
4.1	Restated Certificate of Incorporation, as amended, filed with the Secretary of State of Delaware on June 3, 2009, incorporated herein by reference to Exhibit 4.1 to Stifel Financial Corp.’s Registration Statement on Form S-8 (Registration File No. 333-160523) filed on July 10, 2009.
4.2	Amended and Restated By-Laws of Stifel Financial Corp., incorporated herein by reference to Exhibit 3.(b)(1) to the Company’s Annual Report on Form 10-K for the fiscal year ended July 30, 1993.
4.3	Certificate of Designations, Preferences and Rights of the Special Voting Preferred Stock, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 1, 2010.
4.4	Specimen Stock Certificate, incorporated herein by reference to Exhibit 7 to the Company’s Registration Statement on Form 8-A filed April 29, 1987.
5.1*	Opinion of Bryan Cave LLP.
23.1*	Consent of Bryan Cave LLP (included in Exhibit 5.1).
23.2*	Consent of Ernst & Young LLP.
23.3*	Consent of Deloitte & Touche LLP.
24.1**	Power of Attorney
99.1*	Amended and Restated Support Agreement, dated as of July 1, 2010, by and among Stifel Financial Corp., Thomas Weisel Partners Group, Inc., TWP Holdings Company (Canada), ULC and TWP Acquisition Company (Canada), Inc.
99.2	Voting and Exchange Trust Agreement, dated as of January 2, 2008, by and among Thomas Weisel Partners Group, Inc., TWP Acquisition Company (Canada), Inc. and CIBC Mellon Trust Company.
99.3*	Voting and Exchange Trust Supplement Agreement, dated as of July 1, 2010, by and among Thomas Weisel Partners Group, Inc., TWP Acquisition Company (Canada), Inc., Stifel Financial Corp. and CIBC Mellon Trust Company.

*	Filed herewith.
**	Previously included on the signature page to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-166355), filed on April 28, 2010.

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EX-2.1

Exhibit 2.1

PLAN OF ARRANGEMENT
UNDER SECTION 182
OF THE ONTARIO BUSINESS CORPORATIONS ACT

ARTICLE I

INTERPRETATION

     1.1 Definitions. In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

          (a) “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlled by, or under common control with such specified Person. The term “control” (including its correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Persons, means the possession, directly or indirectly, of the power to direct (or cause the direction) of the management and policies of such Person, whether through the ownership of voting or other securities, by contract, or otherwise;

          (b) “Applicable Portion” means the pro rata portion of the Arrangement Consideration payable pursuant to Section 2.3(b) for each Company Share held by a Shareholder referred to in such Section based on the aggregate number of Company Shares to be acquired by Canadian Sub pursuant to such Section;

          (c) “Arrangement” means the arrangement involving the Company, its shareholders, Parent and Canadian Sub under Section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 5.1 or made at the direction of the Court in the Final Order;

          (d) “Arrangement Agreement” means the Arrangement Agreement, dated as of September 30, 2007, among Parent, Canadian Sub, the Company and the Shareholders’ Representative, as the same may be amended, modified or supplemented from time to time;

          (e) “Arrangement Consideration” means the aggregate consideration payable in connection with the Arrangement comprised of the Cash Payment and the Consideration Shares;

          (f) “Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form attached as Exhibit D to the Arrangement Agreement;

          (g) “Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement that are required by the OBCA to be sent to the Director after the Final Order is made in order for the Arrangement to become effective;

          (h) “Business Day” shall have the meaning set forth in the Arrangement Agreement;

          (i) “CallRightCo” means TWP Holdings Company (Canada), ULC, an unlimited liability company organized under the laws of the Province of Nova Scotia and a wholly-owned subsidiary of Parent;

          (j) “Canadian Sub” means TWP Acquisition Company (Canada), Inc., a corporation existing under the OBCA and a wholly-owned subsidiary of CallRightCo;

          (k) “Cash Allocation Percentage” means 30% in respect of each Shareholder referred to in Section 2.3(b), provided that the Cash Allocation Percentage shall be (i) 18% in respect of Company Shares held directly or indirectly by Lionel Conacher, (ii) 100% in respect of Company Shares held directly or indirectly by George Fowlie and (iii) 70% in respect of Company Shares held directly or indirectly by Thomas Allen, subject to adjustment prior to Closing pursuant to Section 6.11 of the Arrangement Agreement;

          (l) “Cash Payment” means $45 million minus the Excluded Amount;

          (m) “Certificate of Arrangement” means the certificate of arrangement giving effect to the Arrangement to be issued by the Director pursuant to subsection 183 of the OBCA after the Articles of Arrangement have been filed;

          (n) “Company” means Westwind Capital Corporation, a corporation existing under the OBCA;

          (o) “Company Common Shares” means the common shares in the capital of the Company;

          (p) “Company Meeting” means the special meeting of the shareholders of the Company to be called and held for the purpose of considering the Arrangement Resolution and any adjournments or postponements thereof;

          (q) “Company Shares” means Company Common Shares and Class A Common Shares of the Company;

          (r) “Consideration Shares” means an aggregate number of Exchangeable Shares and shares of Parent Common Stock equal to 7,009,112;

          (s) “Court” means the Ontario Superior Court of Justice (Commercial List);

          (t) “Depositary” means such person as is appointed by Parent and the Company as the depositary for the purpose of, among other things, exchanging the certificates representing Company Shares for Consideration Shares and cash in connection with the Arrangement;

          (u) “Director” means the Director appointed pursuant to Section 278 of the OBCA;

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          (v) “Dividend Amount” has the meaning set forth in the Exchangeable Share Provisions;

          (w) “Effective Date” means the date shown on the Certificate of Arrangement;

          (x) “Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date;

          (y) “Encumbrances” means hypothecs, pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, easements, rights-of-way, title defects, options or adverse claims or encumbrances of any kind or character whatsoever;

          (z) “Equity Agreement” shall have the meaning set forth in the Arrangement Agreement;

          (aa) “Exchangeable Shares” means the non-voting exchangeable shares in the capital of Canadian Sub having the rights, privileges, restrictions and conditions set forth in the Exchangeable Share Provisions;

          (bb) “Exchangeable Share Provisions” means the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares, which rights, privileges, restrictions and conditions shall be substantially as set out in Annex A hereto;

          (cc) “Excluded Amount” shall have the meaning set forth in Section 2.3(b);

          (dd) “Final Order” means the final order of the Court approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

          (ee) “Interim Order” means the interim order of the Court as contemplated by Section 2.3 of the Arrangement Agreement, providing for, among other things, the calling and holding of the Company Meeting, as the same may be amended by the Court;

          (ff) “ITA” means the Income Tax Act (Canada);

          (gg) “Letter of Transmittal” means the letter of transmittal to be completed and signed by each Shareholder as a condition to receipt of such Shareholder’s portion of the Arrangement Consideration;

          (hh) “Liquidation Amount” has the meaning set forth in the Exchangeable Share Provisions;

          (ii) “Liquidation Call Purchase Price” shall have the meaning set forth in Section 6.1;

          (jj) “Liquidation Call Right” shall have the meaning set forth in Section 6.1;

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          (kk) “Non-Resident of Canada” means (i) a Person (other than a partnership) who is a a non-resident of Canada for the purposes of the ITA or (ii) a partnership that is not a Canadian partnership for the purposes of the ITA;

          (ll) “OBCA” means the Ontario Business Corporations Act and the regulations thereunder;

          (mm) “Parent” means Thomas Weisel Partners Group, Inc., a corporation existing under the laws of the State of Delaware;

          (nn) “Parent Common Stock” means the common stock of Parent, par value $0.01 per share;

          (oo) “Person” shall have the meaning set forth in the Arrangement Agreement;

          (pp) “Plan of Arrangement” shall have the meaning set forth in Section 1.2;

          (qq) “Pledge Agreement” shall have the meaning set forth in the Arrangement Agreement;

          (rr) “Redemption Call Right” shall have the meaning set forth in Section 6.2(a);

          (ss) “Redemption Call Purchase Price” shall have the meaning set forth in Section 6.2(a);

          (tt) “Redemption Date” has the meaning set forth in the Exchangeable Share Provisions;

          (uu) “Share Allocation Percentage” means 70% in respect of each Shareholder referred to in Section 2.3(b), provided that the Share Allocation Percentage shall be (i) 82% in respect of Company Shares held directly or indirectly by Lionel Conacher, (ii) 0% in respect of Company Shares held directly or indirectly by George Fowlie and (iii) 30% in respect of Company Shares held directly or indirectly by Thomas Allen, subject to adjustment prior to Closing pursuant to Section 6.11 of the Arrangement Agreement;

          (vv) “Shareholders” means the registered holders of Company Shares and, where the context so provides, includes joint holders of such Company Shares;

          (ww) “Shareholders Agreement” has the meaning given to such term in the Arrangement Agreement;

          (xx) “Shareholders’ Representative” means Lionel Conacher or any successor thereto pursuant to the Arrangement Agreement;

          (yy) “Sixth Anniversary” means the sixth anniversary of the Effective Date;

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          (zz) “Transfer Agent” has the meaning set forth in the Exchangeable Share provisions; and

          (aaa) “Transfer Value” means an amount per Company Share determined in accordance with Schedule B of the Shareholders Agreement based on the Shareholders Equity (as defined therein) as at the date of the Arrangement Agreement multiplied by 1.4, which amount is equal to CDN$4.93.

     1.2 Interpretation Not Affected by Headings, Etc. The division of this Plan of Arrangement into articles, sections and other portions and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to “Article” or “section” followed by a number refers to the specified Article or section of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Plan of Arrangement, including any appendices hereto, and any amendments, variations or supplements hereto made in accordance with the terms hereof or the Arrangement Agreement or made at the direction of the Court in the Final Order and do not refer to any particular Article, section or other portion of this Plan of Arrangement.

     1.3 Rules of Construction. In this Plan of Arrangement, unless the context otherwise requires, (a) words importing the singular number include the plural and vice versa, (b) words importing any gender include all genders, and (c) “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”.

     1.4 Date of Any Action. In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

     1.5 Time. Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in the Letter of Transmittal are local time (Toronto, Ontario) unless otherwise stipulated herein or therein.

     1.6 Currency. Unless otherwise stated, all references in this Plan of Arrangement to sums of money and payments to be made hereunder are expressed in lawful money of the United States of America.

     1.7 Statutes. Any reference to a statute includes all rules and regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation or rule which amends, supplements or supersedes any such statute, regulation or rule.

ARTICLE II

ARRANGEMENT

     2.1 Plan of Arrangement. This Plan of Arrangement constitutes an arrangement as referred to in Section 182 of the OBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

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     2.2 Binding Effect. This Plan of Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective at, and be binding at and after, the Effective Time on (i) the Company, (ii) Parent and Canadian Sub, (iii) the Shareholders and (iv) all other former and present parties to the Shareholders Agreement.

     2.3 Arrangement. Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality, in each case, effective at the Effective Time:

          (a) the Company shall be deemed to have given a transfer notice pursuant to Section 3.7 of the Shareholders Agreement to the holder of each Company Share who has not executed and delivered the Equity Agreement and a Pledge Agreement (or, in the case of a Shareholder whose Share Allocation Percentage is 0%, the Equity Agreement), and each such Company Share shall be cancelled without any further act or formality, and in exchange therefor the Shareholder shall be entitled to receive from Canadian Sub a cash amount equal to the Transfer Value in respect of such Company Share (the aggregate amount payable by the Company pursuant to this Section 2.3(a) being referred to as the “Excluded Amount”), less any applicable taxes required to be withheld under applicable law, and the name of such Shareholder shall be removed from the register of Shareholders of the Company and neither the Company, the Parent, Canadian Sub, such Shareholder nor any other Person shall have any further obligations or rights whatsoever, whether arising prior to, on or after the Effective Date, in respect of such Company Share (including for greater certainty under the Shareholders Agreement and Article IX of the Arrangement Agreement);

          (b) each Company Share held by a Shareholder who has executed and delivered the Equity Agreement and a Pledge Agreement (or, in the case of a Shareholder whose Share Allocation Percentage is 0%, the Equity Agreement) shall be transferred by such Shareholder, without any further act or formality, and free and clear of all Encumbrances, to Canadian Sub in exchange for the payment by Canadian Sub to such Shareholder of the Applicable Portion of the Arrangement Consideration, allocated between cash and Exchangeable Shares or shares of Parent Common Stock, based on the Cash Allocation Percentage and the Share Allocation Percentage, respectively, less any applicable taxes required to be withheld under applicable law, and the name of such Shareholder shall be removed from the register of Shareholders of the Company and Canadian Sub will recorded as the registered holder of such Company Share and shall thereafter be deemed to be the legal and beneficial owner of such Company Share;

          (c) Consideration Shares received by a Shareholder pursuant to Section 2.3(b) having a Fair Market Value (as defined in the Pledge Agreement of such Shareholder) determined as at the Effective Date equal to such Shareholder’s Initial Liquidated Damages (as defined in the Equity Agreement), free and clear of all Encumbrances, shall be pledged to Parent pursuant to and in accordance with the Pledge Agreement of such Shareholder; and

          (d) the Shareholders Agreement shall be terminated and all rights and obligations of the Company, the Shareholders and any other former or present parties thereto before or at the Effective Time shall be forever released, discharged and terminated.

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     2.4 Election Procedure.

          (a) Each Shareholder referred to in Section 2.3(b) will be entitled to elect in his, her or its Letter of Transmittal to receive that portion of the Arrangement Consideration that is not payable in cash in the form of Exchangeable Shares or shares of Parent Common Stock. Each such Shareholder in respect of which an effective election in the Letter of Transmittal has not been made prior to the Business Day immediately preceding the Effective Date will be deemed to have made an election to receive the non-cash portion of the Arrangement Consideration payable to such Shareholder in Exchangeable Shares.

          (b) If requested by a Shareholder who elects or is deemed to elect to receive a portion of the Arrangement Consideration in the form of Exchangeable Shares on the disposition by such holder of Company Shares pursuant to the Arrangement, Canadian Sub shall elect jointly with any such Shareholder pursuant to subsection 85(1) of the ITA (and any analogous provisions of applicable provincial income tax law) (a “Section 85 Election”), in the prescribed form and within the prescribed time for purposes of the ITA (or applicable provincial income tax law), and shall therein agree with respect to the disposition by such Shareholder of Company Shares that such Shareholder’s proceeds of disposition and Canadian Sub’s cost of acquiring such Company Shares shall be such amount as shall be determined by the Shareholder within the limits prescribed by the ITA (or applicable provincial income tax law). Such Shareholder and Canadian Sub shall file any such election as required by the ITA and the regulations thereunder (or applicable provincial income tax law) so that such election shall have full force and effect for purposes of the ITA (or applicable provincial income tax law).

          (c) The Depositary, in consultation with the Parent and the Company, shall make all computations to give effect to Section 2.3 and this Section 2.4.

ARTICLE III

RIGHTS OF DISSENT

     3.1 Rights of Dissent. Holders of Company Shares shall have no rights of dissent with respect to Company Shares in connection with the Arrangement.

ARTICLE IV

CERTIFICATES AND PAYMENTS

     4.1 Exchange of Certificates for Arrangement Consideration.

          (a) At or before the Effective Time, Canadian Sub shall, and Parent shall cause Canadian Sub to, deposit the Arrangement Consideration and Excluded Amount, net of applicable taxes required by law to be withheld by Canadian Sub, with the Depositary for the benefit of the Shareholders in connection with the Arrangement.

          (b) Upon transfer and delivery to the Depositary of a Letter of Transmittal and certificates that, immediately prior to the Effective Time, represented Company Shares duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers by the

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holder of record, the holder of such delivered certificates shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a cheque issued by the Depositary representing that amount of cash, and certificates representing the Exchangeable Shares or shares of Parent Common Stock, which such holder has the right to receive pursuant to the Arrangement.

          (c) Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented Company Shares shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Applicable Portion in respect of such Company Shares. Any such certificate formerly representing Company Shares not duly surrendered on or before the Sixth Anniversary shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company, Parent or Canadian Sub.

          (d) On the Sixth Anniversary, the portion of the Arrangement Consideration payable to such former Shareholder in Exchangeable Shares (or shares of Parent Common Stock issued in exchange therefor) or shares of Parent Common Stock, as applicable, to which such former Shareholder was entitled under the Arrangement shall be deemed to have been surrendered and forfeited to Parent, for no consideration.

          (e) Any cash payment made by way of check (or other form of immediately available funds) by the Depositary on behalf of Canadian Sub that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the Sixth Anniversary, and any right or claim to payment hereunder that remains outstanding on the Sixth Anniversary shall cease to represent a right or claim of any kind or nature and the right of the Shareholder to receive such former holder’s applicable cash portion of the Arrangement Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to Parent, for no consideration.

     4.2 Lost Certificates. In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the applicable Arrangement Consideration for each such Company Share represented by such certificate in accordance with such holder’s Letter of Transmittal and this Arrangement. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such payment is to be made shall as a condition precedent to the delivery of such payment, give a bond satisfactory to Canadian Sub and the Depositary in such sum as Canadian Sub may direct, or otherwise indemnify Canadian Sub in a manner satisfactory to Canadian Sub, against any claim that may be made against, or any loss suffered by, Canadian Sub with respect to the certificate alleged to have been lost, stolen or destroyed.

     4.3 Withholding Rights. (a) The Company, Canadian Sub, Parent and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any Shareholder such amounts as the Company, Canadian Sub, Parent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under

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the ITA, the United States Internal Revenue Code of 1986, or any applicable provision of federal, provincial, territorial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of Company Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority, including any amount that it is entitled to deduct and withhold for purposes of section 116 of the ITA. Notwithstanding any other provisions hereof, no remittance shall be made of any amount that is withheld pursuant to Section 116 of the ITA from any consideration otherwise payable, at the Effective Time, to a particular Shareholder before the last Business Day that precedes the 30th day after the end of the month in which the Effective Date occurs, provided that such remittance deadline shall be extended in respect of such Shareholder to such later time as may be specified in writing by the Canada Revenue Agency if such written confirmation is provided by the Shareholder to Parent or the Depositary on or before the last Business Day that precedes the 30th day after the end of the month in which the Effective Date occurs.

     4.4 Fractional Shares. Notwithstanding any other provision of this Plan of Arrangement, no fractional Exchangeable Shares or fractional shares of Parent Common Stock will be issued and no holder of Company Shares shall be entitled to receive a fractional Exchangeable Share or a fractional share of Parent Common Stock. If a fractional Exchangeable Share or fractional share of Parent Common Stock would be delivered notwithstanding the provisions of this Section 4.4, in lieu of a fractional share being delivered therefor, such fractional interest shall automatically be converted into the right to receive an amount in cash equal to the product of $14.9805 multiplied by such fractional interest. No such holder will be entitled to dividends, voting rights, or any other rights as a stockholder of Canadian Sub in respect of any fractional share.

     4.5 Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made by Canadian Sub or Parent, as the case may be, after the Effective Time with respect to Exchangeable Shares or shares of Parent Common Stock, as the case may be, comprising part of the Arrangement Consideration with a record date after the Effective Time shall be paid to the holder of any unsurrendered share certificate for Company Shares with respect to the Exchangeable Shares or shares of Parent Common Stock, as applicable, represented thereby, until such certificate is surrendered for exchange in accordance with this Article IV.

ARTICLE V

AMENDMENTS

     5.1 Amendments to Plan of Arrangement.

          (a) The Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time; provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by Parent, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to Shareholders if and as required by the Court.

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          (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting (provided that Parent and Canadian Sub shall have provided prior written consent thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

          (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and Parent (in each case, acting reasonably) and (ii) if required by the Court, it is consented to by Shareholders voting in the manner directed by the Court.

          (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Time unilaterally by Parent, provided that it concerns a matter which, in the reasonable judgment of Parent, is of an administrative nature required to implement this Plan of Arrangement and is not adverse to the economic interest of any former Shareholder.

          (e) This Plan of Arrangement may be withdrawn prior to the occurrence of any of the events in Section 2.3 in accordance with the terms of the Arrangement Agreement.

ARTICLE VI

CERTAIN RIGHTS OF CALLRIGHTCO TO ACQUIRE EXCHANGEABLE SHARES

     6.1 Liquidation Call Right

          (a) CallRightCo shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canadian Sub pursuant to Article V of the Exchangeable Share Provisions to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or an Affiliate of Parent) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by CallRightCo of an amount per share (the “Liquidation Call Purchase Price”) equal to the sum of (i) the Current Market Price of a share of Parent Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by CallRightCo causing to be delivered for each such Exchangeable Share to such holder one share of Parent Common Stock, and (ii) any Dividend Amount. In the event of the exercise of the Liquidation Call Right by CallRightCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to CallRightCo on the Liquidation Date on payment by CallRightCo to the holder of the Liquidation Call Purchase Price for each such share, and the Corporation shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by CallRightCo.

          (b) To exercise the Liquidation Call Right, CallRightCo must notify the Transfer Agent as agent for the holders of Exchangeable Shares and the Corporation of CallRightCo ‘s intention to exercise such right at least 45 days before the Liquidation Date in the

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case of a voluntary liquidation, dissolution or winding-up of Canadian Sub and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canadian Sub. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not CallRightCo has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by CallRightCo. If CallRightCo exercises the Liquidation Call Right, then on the Liquidation Date CallRightCo will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price.

          (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, CallRightCo shall deposit with, or cause to be delivered to, the Transfer Agent, on or before the Liquidation Date, certificates representing the aggregate number of shares of Parent Common Stock deliverable by CallRightCo and a cheque or cheques of CallRightCo payable at par in U.S. dollars at any branch of the bankers of CallRightCo representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price for all holders of Exchangeable Shares (other than Parent and its Affiliates) less any amounts withheld on account of tax required to be deducted and withheld therefrom by Canadian Sub. Provided that CallRightCo has complied with the immediately preceding sentence, on and after the Liquidation Date, each holder of Exchangeable Shares (other than Parent and its Affiliates) shall cease to be a holder of Exchangeable Shares, the rights of each holder of Exchangeable Shares (other than Parent and its Affiliates) will be limited to receiving, without interest, such holder’s proportionate part of the total Liquidation Call Purchase Price payable by CallRightCo upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the shares of Parent Common Stock to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents, instruments and payments (including, without limitation, any applicable stamp or similar taxes) as may be required to effect a transfer of Exchangeable Shares under the OBCA and the Articles and by-laws of Canadian Sub and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of CallRightCo shall deliver or cause to be delivered to such holder, certificates representing the shares of Parent Common Stock to which the holder is entitled and a cheque or cheques of CallRightCo payable at par at any branch of the bankers of CallRightCo in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price, less any amounts withheld on account of tax required to be deducted and withheld therefrom by Canadian Sub. For greater certainty, if CallRightCo does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by Canadian Sub in connection with the liquidation, dissolution or winding-up of Canadian Sub pursuant to Article V of the Exchangeable Share Provisions.

     6.2 Redemption Call Right.

          (a) CallRightCo shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by Canadian Sub

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pursuant to Article VII of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or an Affiliate of Parent) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by CallRightCo to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the sum of (i) the Current Market Price of a share of Parent Common Stock on the last Business Day prior to the Redemption Date, which shall be satisfied in full by CallRightCo causing to be delivered for each such Exchangeable Share to such holder one share of Parent Common Stock, and (ii) any Dividend Amount. In the event of the exercise of the Redemption Call Right by CallRightCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to CallRightCo on the Redemption Date, on payment by CallRightCo to the holder of the Redemption Call Purchase Price for each such share, and the Corporation shall have no obligation to redeem, or to pay any Dividend Amount in respect of such shares so purchased by CallRightCo.

          (b) To exercise the Redemption Call Right, CallRightCo must notify the Transfer Agent and Canadian Sub of CallRightCo’s intention to exercise such right at least 60 days before the Redemption Date. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not CallRightCo has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by CallRightCo. If CallRightCo exercises the Redemption Call Right, on the Redemption Date CallRightCo will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.

          (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, CallRightCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, certificates representing the aggregate number of shares of Parent Common Stock deliverable by CallRightCo and a cheque or cheques of CallRightCo payable at par in U.S. dollars at any branch of the bankers of CallRightCo representing the aggregate Dividend Amount, if any, in payment of the total Redemption Call Purchase Price, less any amounts withheld on account of tax required to be deducted and withheld therefrom by Canadian Sub. Provided that CallRightCo has complied with the immediately preceding sentence, on and after the Redemption Date, each holder of Exchangeable Shares (other than Parent and its Affiliates) shall cease to be a holder of Exchangeable Shares, and the rights of each holder of Exchangeable Shares will be limited to receiving such holder’s proportionate part of the total Redemption Call Purchase Price payable by CallRightCo upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the shares of Parent Common Stock to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA, the Articles and by-laws of Canadian Sub and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of CallRightCo shall deliver to such holder, certificates representing the shares of Parent Common Stock to which the holder is entitled and a cheque or cheques of Parent payable at par in US dollars at any branch of the bankers of

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CallRightCo in payment of the remaining portion, if any, of the total Redemption Call Purchase Price, less any amounts withheld on account of tax required to be deducted and withheld therefrom by Canadian Sub. For greater certainty, if CallRightCo not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Redemption Price otherwise payable by Canadian Sub pursuant to Article VII of the Exchangeable Share Provisions.

ARTICLE VII

FURTHER ASSURANCES

     7.1 Further Assurances. Each of the parties to the Arrangement Agreement and other Transaction Agreements shall make, do and execute, or cause to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document, evidence and consummate any of the transactions or events set out herein.

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ANNEX A

EXCHANGEABLE SHARE PROVISIONS

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     The articles of the Corporation are amended as follows:

          (a) To delete the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares and the Common Shares of the Corporation contained in the articles of the Corporation and to substitute therefor the following rights, privileges, restrictions and conditions:

EXCHANGEABLE SHARES

ARTICLE I

INTERPRETATION

     1.1 Definitions. In these Share Provisions, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

          (a) “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlled by, or under common control with such specified Person. The term “control” (including its correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Persons, means the possession, directly or indirectly, of the power to direct (or cause the direction) of the management and policies of such Person, whether through the ownership of voting or other securities, by contract, or otherwise;

          (b) “Arrangement” means an arrangement under section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, to which plan these share provisions are attached as Annex A, subject to any amendments or variations thereto made in accordance with Section 5.1 of the Plan of Arrangement or made at the direction of the Court in the Final Order;

          (c) “Arrangement Agreement” means the Arrangement Agreement dated as of September 30, 2007, between the Parent, the Corporation, Westwind Capital Corporation and Lionel Conacher, as Shareholders’ Representative;

          (d) “Board of Directors” means the Board of Directors of the Corporation;

          (e) “Business Day” means a day other than a Saturday, Sunday or other day on which banks located in San Francisco, California or Toronto, Ontario, Canada are required or permitted by Law to close;

          (f) “CallRightCo” means TWP Holdings Company (Canada), ULC, a Nova Scotia unlimited liability company existing under the laws of the Province of Nova Scotia, Canada and a wholly-owned subsidiary of Parent;

          (g) “CallRightCo Call Notice” has the meaning set forth in Section 6.3;

          (h) “Capital Stock” means: (a) in the case of a corporation, its shares of capital stock, (b) in the case of a partnership or limited liability company, its partnership or membership interests or units (whether general or limited), and (c) any

other interest that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity;

          (i) “CBCA” means the Canada Business Corporations Act;

          (j) “Certificate of Arrangement” has the meaning set forth in the Plan of Arrangement;

          (k) “Change of Control” means any of the following: (i) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” becomes the “beneficial owner” (as these terms are defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of Parent’s Capital Stock that is at the time entitled to vote by the holder thereof in the election of the Board of Directors of Parent (or comparable body); (ii) the consolidation or merger of Parent with or into any other Person, or the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of Parent’s assets and those of the Parent’s Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than: (A) any transaction (x) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Parent’s Capital Stock, and (y) pursuant to which the holders of 50% or more of the total voting power of all shares of Parent’s Capital Stock entitled to vote generally in elections of directors of Parent immediately prior to such transaction have the right to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Parent’s Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such transaction; or (B) any merger primarily for the purpose of changing Parent’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Parent Common Stock solely into shares of capital stock of the surviving entity;

          (l) “Common Shares” means the common shares, without nominal or par value, of the Corporation;

          (m) “Corporation” means TWP Acquisition Company (Canada), Inc., a corporation incorporated under the Business Corporations Act (Ontario) and continued under the CBCA as of the date of receipt of the Certificate of Continuance for these Articles;

          (n) “Court” has the meaning set forth in the Plan of Arrangement;

          (o) “Current Market Price” has the meaning set forth in Section 3.5;

          (p) “Dividend Amount” means an amount equal to and in satisfaction of all declared and unpaid dividends on an Exchangeable Share held by a holder on any dividend record date which occurred prior to the date of purchase of such shares by CallRightCo from such holder;

          (q) “Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

          (r) “Exchangeable Shares” means the non-voting exchangeable shares in the capital of the Corporation having the rights, privileges, restrictions and conditions set forth herein;

          (s) “Exchangeable Share Support Agreement” means the agreement made between Parent, CallRightCo and the Corporation substantially in the form and content of Exhibit L annexed to the Arrangement Agreement, a copy of which is available from the secretary of the Corporation;

          (t) “Final Order” has the meaning set forth in the Plan of Arrangement;

          (u) “Governmental Entity” means any governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity;

          (v) “holder” means, when used with reference to the Exchangeable Shares, the holders of Exchangeable Shares shown from time to time in the register maintained by or on behalf of the Corporation in respect of the Exchangeable Shares;

          (w) “ITA” means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended, in each case, except as otherwise provided herein, as of the date hereof;

          (x) “Law” means any national, federal, state, provincial, local or foreign statute, ordinance or common law or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity.

          (y) “Liquidation Amount” has the meaning set forth in Section 5.1;

          (z) “Liquidation Call Right” has the meaning set forth in the Plan of Arrangement;

          (aa) “Liquidation Date” has the meaning set forth in Section 5.1;

          (bb) “OBCA” has the meaning set forth in the Recitals;

          (cc) “Offer” has the meaning set forth in Section 2.7 of the Exchangeable Share Support Agreement;

          (dd) “Parent” means Thomas Weisel Partners Group, Inc., a corporation incorporated under the laws of the State of Delaware, and any successor corporation thereto;

          (ee) “Parent Common Stock” means the common stock, par value of $0.01, of Parent and any shares into which such securities may be changed;

          (ff) “Parent Dividend Declaration Date” means the date on which the Board of Directors of Parent declares any dividend on the Parent Common Stock;

          (gg) “Person” means an individual, a corporation, a partnership, a limited or unlimited liability company, a trust, an unincorporated association, a Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body;

          (hh) “Plan of Arrangement” means the plan of arrangement substantially in the form and content of Exhibit B annexed to the Arrangement Agreement and any amendments or variations thereto made in accordance with Section 11.2 of the Arrangement Agreement or Section 5.1 of the Plan of Arrangement or made at the direction of the Court in the Final Order;

          (ii) “Purchase Price” has the meaning set forth in Section 6.3;

          (jj) “Redemption Call Right” has the meaning set forth in the Plan of Arrangement;

          (kk) “Redemption Call Purchase Price” has the meaning set forth in the Plan of Arrangement;

          (ll) “Redemption Date” means

               (i) the date upon which a Change of Control occurs, unless there are outstanding fewer than 10% of the actual number of Exchangeable Shares to be issued pursuant to the Plan of Arrangement as determined at the Effective Date (other than Exchangeable Shares held by Parent and its Affiliates), as such number of shares may be adjusted as deemed appropriate by the Board of Directors to give effect to any subdivision or consolidation of or stock dividend on the Exchangeable Shares, any issue or distribution of rights to acquire Exchangeable Shares or securities exchangeable for or convertible into Exchangeable Shares, any issue or distribution of other securities or rights or evidences of indebtedness or assets, or any other capital reorganization or other transaction affecting the Exchangeable Shares, in which case the Board of Directors may accelerate such redemption date for the Exchangeable Shares to such date as they may determine, upon at least ninety (90) days’ prior written notice to the registered holders of the Exchangeable Shares and the Trustee; or

               (ii) a Change of Control, unless the Board of Directors determines, in good faith and in its sole discretion, that it is reasonably practicable to substantially replicate the terms and conditions of the Exchangeable Shares in connection with such Change of Control and that the redemption of all but not less than all of the outstanding Exchangeable Shares is not necessary or advisable to enable the completion of such Change of Control or to ensure the Exchangeable Shares’ economic equivalency in connection with the Change of Control;

          (ll) “Redemption Price” has the meaning set forth in Section 7.1;

          (mm) “Retracted Shares” has the meaning set forth in Section 6.1(a);

          (nn) “Retraction Call Right” has the meaning set forth in Section 6.1(c);

          (oo) “Retraction Date” has the meaning set forth in Section 6.1(b);

          (pp) “Retraction Price” has the meaning set forth in Section 6.1;

          (qq) “Retraction Request” has the meaning set forth in Section 6.1;

          (rr) “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

          (ss) “Shareholder Agreements” means the Westwind Capital Corporation Shareholders’ Equity Agreement, dated as of September 30, 2007, between Parent and the securityholders listed on a schedule thereto and the Pledge Agreements, dated as of September 30, 2007, between Parent, the Corporation, CallRightCo and each of the other parties to the Equity Agreement;

          (tt) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its subsidiaries;

          (uu) “Transfer Agent” means CIBC Mellon Trust Company or such other Person as may from time to time be appointed by the Corporation as the registrar and transfer agent for the Exchangeable Shares and may include the Secretary of the Corporation;

          (vv) “Trustee” means CIBC Mellon Trust Company as trustee under the Voting and Exchange Trust Agreement, and any successor trustee appointed under the Voting and Exchange Trust Agreement; and

          (ww) “Voting and Exchange Trust Agreement” means the agreement made between Parent, the Corporation and the Trustee in connection with the Plan of Arrangement substantially in the form and content of Exhibit K annexed to the Arrangement Agreement.

ARTICLE II

RANKING OF EXCHANGEABLE SHARES

     2.1 The Exchangeable Shares shall rank senior to the Common Shares and any other shares ranking junior to the Exchangeable Shares with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation, among its shareholders for the purpose of winding up its affairs.

ARTICLE III

DIVIDENDS

     3.1 A holder of an Exchangeable Share shall be entitled to receive and the Board of Directors shall, subject to applicable law, on each Parent Dividend Declaration Date, declare a dividend on each Exchangeable Share:

          (a) in the case of a cash dividend declared on the Parent Common Stock, in an amount in cash for each Exchangeable Share in U.S. dollars, in each case, corresponding to the cash dividend declared on each share of Parent Common Stock;

          (b) in the case of a stock dividend declared on the Parent Common Stock to be paid in shares of Parent Common Stock, by the issue or transfer by the Corporation of such number of Exchangeable Shares for each Exchangeable Share as is equal to the number of shares of Parent Common Stock to be paid on each share of Parent Common Stock, unless in lieu of such stock dividend the Corporation elects to effect a corresponding and contemporaneous and economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) subdivision of the outstanding Exchangeable Shares; or

          (c) in the case of a dividend declared on the Parent Common Stock in property other than cash or Parent Common Stock, in such type and amount of property for each Exchangeable Share as is the same as or economically equivalent to (as determined by the Board of Directors in accordance with Section 3.5) the type and amount of property declared as a dividend on each share of Parent Common Stock.

Such dividends shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares of the Corporation, as applicable. The holders of the Exchangeable Shares shall not be entitled to any dividends other than or in excess of the dividends referred to in this Section 3.1.

Canadian Sub shall be entitled to deduct and withhold from any dividend otherwise payable under this Section 3.1 such amounts as Canadian Sub is required to deduct and withhold with respect to such payment under the ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. Canadian Sub may act and rely on the advice of external counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. In the event of any claimed over-withholding, such holder shall be limited to an action against the applicable government agencies for refund and hereby waives any claim or right of action against Canadian Sub on account of such withholding. To the extent that the amount so required or entitled to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Canadian Sub is hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Canadian Sub to enable it to comply with such deduction or withholding requirement or entitlement and Canadian Sub shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. References in this section to the ITA are to the ITA as amended from time to time. Canadian Sub shall not be required to gross up or otherwise compensate holders for withheld amounts and whether withholding is required shall not be considered as a factor by the Board of Directors under Section 3.5.

     3.2 Cheques of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends contemplated by Section 3.1(a) and the sending of such a cheque to each holder of an Exchangeable Share shall satisfy the cash dividend represented thereby unless the cheque is not paid on presentation. Certificates registered in the name of the registered holder of Exchangeable Shares shall be issued or transferred in respect of any stock dividends contemplated by Section 3.1(b) and the sending of such a certificate to each holder of an Exchangeable Share shall satisfy the stock dividend represented thereby. Such other type and amount of property in respect of any dividends contemplated by Section 3.1(c) shall be issued, distributed or transferred by the Corporation in such manner as it shall determine and the issuance, distribution or transfer thereof by the Corporation to each holder of an Exchangeable Share shall satisfy the dividend represented thereby. The amount of any such cheque, the number of shares issued on any such stock dividend or the amount of any such property will be net of any required tax withholdings. No holder of an Exchangeable Share shall be entitled to recover by action or other legal process against the Corporation any dividend that is represented by a cheque that has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of six years from the date on which such dividend was payable.

     3.3 The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of, and the payment date for, any dividend declared on the Exchangeable Shares under Section 3.1 shall be the same dates as the record date and payment date, respectively, for the corresponding dividend declared on the shares of Parent Common Stock.

     3.4 If on any payment date for any dividends declared on the Exchangeable Shares under Section 3.1 the dividends are not paid in full on all of the Exchangeable Shares then outstanding, any such dividends that remain unpaid shall be paid on a subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or property properly applicable to the payment of such dividends.

     3.5 For the purposes of Section 3.1, the Board of Directors shall determine (with the assistance of such reputable and qualified financial and/or other advisors as the Board of Directors may deem appropriate), in good faith, economic equivalence and each such determination shall be conclusive and binding on the Corporation and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors:

          (a) in the case of any stock dividend or other distribution payable in Parent Common Stock, the number of such shares issued in proportion to the number of shares of Parent Common Stock previously outstanding;

          (b) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Parent Common Stock), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of a share of Parent Common Stock;

          (c) in the case of the issuance or distribution of any other form of property (including any shares or securities of Parent of any class other than Parent Common Stock, any rights, options or warrants other than those referred to in Section 3.5(b) above, any evidences of indebtedness of Parent or any assets of Parent) the relationship between the fair market value (as determined by the Board of Directors in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding share of Parent Common Stock and the Current Market Price of a share of Parent Common Stock;

          (d) in the case of any subdivision, redivision or change of the then outstanding shares of Parent Common Stock into a greater number of shares of Parent Common Stock or the reduction, combination or consolidation or change of the then outstanding shares of Parent Common Stock into a lesser number of shares of Parent

Common Stock or any amalgamation, merger, reorganization or other transaction affecting the Parent Common Stock, the effect thereof upon the then outstanding shares of Parent Common Stock; and

          (e) in all such cases, the general taxation consequences of the relevant event to beneficial owners of Exchangeable Shares to the extent that such consequences may differ from the general taxation consequences to such beneficial owners determined as if they owned Parent Common Stock at the relevant time as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

For purposes of the foregoing determinations, the current market value (the “Current Market Price”) of any security shall be the average of the daily closing prices of such security for the ten (10) consecutive trading days before the date of determination on the principal securities exchange or market on which such security is traded; provided, however, that if in the opinion of the Board of Directors the public distribution or trading activity of such securities during such period does not create a market that reflects the fair market value of such securities or if such security is not then traded on any securities exchange or market, then the Current Market Price thereof shall be determined by the Board of Directors, in good faith (with the assistance of such reputable and qualified financial and/or other advisors as the Board of Directors may deem appropriate), and provided further that any such determination by the Board of Directors shall be conclusive and binding on the Corporation and its shareholders.

ARTICLE IV

CERTAIN RESTRICTIONS

     4.1 So long as any of the Exchangeable Shares are outstanding, the Corporation shall not at any time without the approval of the holders of the Exchangeable Shares given as specified in Section 10.2:

          (a) pay any dividends on the Common Shares or any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends, other than stock dividends payable in Common Shares or any such other shares ranking junior to the Exchangeable Shares, as the case may be;

          (b) redeem or purchase or make any capital distribution in respect of Common Shares or any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends;

          (c) redeem or purchase any other shares of the Corporation ranking equally with the Exchangeable Shares with respect to the payment of dividends or on any liquidation distribution; or

          (d) issue any Exchangeable Shares or any other shares of the Corporation ranking equally with, or superior to with respect to the payment of dividends or on any liquidation distribution, the Exchangeable Shares other than by way of stock dividends to the holders of such Exchangeable Shares.

The restrictions in Sections 4.1(a), (b), (c) and (d) shall not apply if all dividends on the outstanding Exchangeable Shares corresponding to dividends declared and paid to date on the Parent Common Stock shall have been declared and paid on the Exchangeable Shares.

ARTICLE V

DISTRIBUTION ON LIQUIDATION

     5.1 In the event of the liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to CallRightCo’s exercise of the Liquidation Call Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the “Liquidation Date”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share (the “Liquidation Amount”) equal to the sum of (i) the Current Market Price of a share of Parent Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by the Corporation delivering or causing to be delivered to such holder one share of Parent Common Stock, and (ii) an amount equal to all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date.

     5.2 On or promptly after the Liquidation Date, and subject to the exercise by CallRightCo of the Liquidation Call Right, the Corporation shall deliver or cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the Articles of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be

specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivering to each holder, at the address of the holder recorded in the register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation, certificates representing shares of Parent Common Stock (which shares shall be (i) duly issued as fully paid and non-assessable, (ii) free and clear of any lien, claim or encumbrance, except as contemplated by the Shareholder Agreements, (iii) subject to the agreement of each holder of Exchangeable Shares not to exercise their exchange, redemption or similar rights with respect to the Exchangeable Shares unless the Exchangeable Share Registration Statement (as defined in the Westwind Capital Corporation Shareholders’ Equity Agreement, dated as of September 30, 2007, by and among Parent and the former Westwind Capital Corporation shareholders party thereto) is effective, issued pursuant to an effective registration statement under the Securities Act and shall be registered or qualified for sale under such other securities or “blue sky” laws of such jurisdictions in the United States or Canada, in each case as and to the extent provided in the Shareholder Agreements, and (iv) listed on the principal national securities exchange on which the Parent Common Stock is then listed or traded) and a cheque of the Corporation payable at par in U.S. dollars at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld by the Corporation). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada, less any amounts withheld on account of tax required to be deducted and withheld therefrom by the Corporation. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount (less any amounts withheld on account of tax required to be deducted and withheld therefrom by the

Corporation), the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the shares of Parent Common Stock delivered to them or the custodian on their behalf.

     5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to Section 5.1, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

ARTICLE VI

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

     6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by CallRightCo of the Retraction Call Right and otherwise upon compliance with the provisions of this Article VI, to require the Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per share (the “Retraction Price”) equal to the sum of (i) the Current Market Price of a share of Parent Common Stock on the last Business Day prior to the Retraction Date, which shall be satisfied in full by the Corporation delivering or causing to be delivered to such holder one share of Parent Common Stock for each Exchangeable Share presented and surrendered by the holder, and (ii) on the designated payment date therefor, the full amount of all declared and unpaid dividends on any such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Retraction Date. To effect such redemption, the holder shall present and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the Articles of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the Corporation:

          (a) specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation;

          (b) stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than ten (10) Business Days nor more than fifteen (15) Business Days after the date on which the Retraction Request is received by the

Corporation and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the fifteenth (15^th) Business Day after the date on which the Retraction Request is received by the Corporation; and

          (c) acknowledging the overriding right (the “Retraction Call Right”) of CallRightCo to purchase all but not less than all of the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to CallRightCo in accordance with the Retraction Call Right on the terms and conditions set out in Section 6.3; provided, however, that notwithstanding the foregoing, in the event of an Offer as defined in Section 2.7 of the Exchangeable Share Support Agreement, the Corporation will use its commercially reasonable efforts, expeditiously and in good faith to put in place procedures or to cause the Transfer Agent to put in place procedures to ensure that, if holders of Exchangeable Shares are required to retract such Exchangeable Shares to participate in the Offer, that any such retraction shall be conditional upon and shall only be effective if the shares of Parent Common Stock tendered or deposited under such Offer are taken up.

     6.2 Subject to the exercise by CallRightCo of the Retraction Call Right, upon receipt by the Corporation or the Transfer Agent in the manner specified in Section 6.1 of a certificate or certificates representing the number of Retracted Shares, together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares effective at the close of business, Toronto time, on the Retraction Date and shall deliver or cause to be delivered to such holder the total Retraction Price less any amount withheld on account of tax required to be deducted and withheld therefrom by the Corporation. If only a part of the Exchangeable Shares represented by any certificate is redeemed (or purchased by CallRightCo pursuant to the Retraction Call Right), a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Corporation.

     6.3 Upon receipt by the Corporation of a Retraction Request, the Corporation shall immediately notify CallRightCo thereof and shall provide to CallRightCo a copy of the Retraction Request. In order to exercise the Retraction Call Right, CallRightCo must notify the Corporation of its determination to do so (the “CallRightCo Call Notice”) within two (2) Business Days of notification to CallRightCo by the Corporation of the receipt by the Corporation of the Retraction Request. If CallRightCo does not so notify the Corporation within such two (2) Business Day period, the Corporation will notify the holder as soon as possible thereafter that CallRightCo will not exercise the Retraction Call Right. If CallRightCo delivers the CallRightCo Call Notice within such two (2) Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Retraction Request shall

thereupon be considered only to be an offer by the holder to sell the Retracted Shares to CallRightCo in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and CallRightCo shall purchase from such holder and such holder shall sell to CallRightCo on the Retraction Date the Retracted Shares for a purchase price (the “Purchase Price”) per share equal to the Retraction Price. To the extent that CallRightCo pays the Dividend Amount in respect of the Retracted Shares, the Corporation shall no longer be obligated to pay any declared and unpaid dividends on such Retracted Shares. Provided that CallRightCo has complied with Section 6.4, the closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business, Toronto time, on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that CallRightCo does not deliver a CallRightCo Call Notice within such two (2) Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article VI.

     6.4 The Corporation or CallRightCo, as the case may be, shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the register of the Corporation for the Exchangeable Shares or at the address specified in the holder’s Retraction Request or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, certificates representing the shares of Parent Common Stock (which shares shall be (i) duly issued as fully paid and non-assessable, (ii) free and clear of any lien, claim or encumbrance, except as contemplated by the Shareholder Agreements, (iii) subject to the agreement of each holder of Exchangeable Shares not to exercise their exchange, redemption or similar rights with respect to the Exchangeable Shares unless the Exchangeable Share Registration Statement (as defined in the Westwind Capital Corporation Shareholders’ Equity Agreement, dated as of September 30, 2007, by and among Parent and the former Westwind Capital Corporation shareholders party thereto) is effective, issued pursuant to an effective registration statement under the Securities Act and shall be registered or qualified for sale under such other securities or “blue sky” laws of such jurisdictions in the United States or Canada, in each case as and to the extent provided in the Shareholder Agreements, and (iv) listed on the principal national securities exchange on which the Parent Common Stock is then listed or traded) registered in the name of the holder or to the extent then permitted by the Shareholder Agreements in such other name as the holder may request, and, if applicable and on or before the payment date therefor, a cheque payable at par and in U.S. dollars, at any branch of the bankers of the Corporation or CallRightCo, as applicable, representing the total remaining portion of the total Retraction Price or the total Purchase Price, as the case may be, in each case, less any amounts withheld on

account of tax required to be deducted and withheld therefrom by the Corporation, and such delivery of such certificates and cheques on behalf of the Corporation or by CallRightCo, as the case may be, or by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price or total Purchase Price, as the case may be, to the extent that the same is represented by such share certificates and cheques (plus any tax deducted and withheld therefrom and remitted to the proper tax authority).

     6.5 On and after the close of business, Toronto time, on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total Retraction Price or total Purchase Price, as the case may be, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the total Retraction Price or the total Purchase Price, as the case may be, shall not be made as provided in Section 6.4, in which case the rights of such holder shall remain unaffected until the total Retraction Price or the total Purchase Price, as the case may be, has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of the total Retraction Price or the total Purchase Price, as the case may be, has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Corporation or purchased by CallRightCo shall thereafter be considered and deemed for all purposes to be a holder of the shares of Parent Common Stock delivered to it.

     6.6 Notwithstanding any other provision of this Article VI, the Corporation shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Corporation believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, and provided that CallRightCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares, the Corporation shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to a whole number of shares) as would not be contrary to such provisions and shall notify the holder and the Trustee at least two (2) Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, the Corporation shall redeem Retracted Shares in accordance with Section 6.2 on a pro rata basis and shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to Section 6.2. Provided

that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the holder of any such Retracted Shares not redeemed by the Corporation pursuant to Section 6.2 as a result of solvency requirements or other provisions of applicable law shall be deemed by giving the Retraction Request to require Parent to purchase such Retracted Shares from such holder on the Retraction Date or as soon as practicable thereafter, provided that CallRightCo has not exercised the Retraction Call Right with respect to the Retracted Shares, on payment by Parent to such holder of the Purchase Price for each such Retracted Share, all as more specifically provided in the Voting and Exchange Trust Agreement.

     6.7 A holder of Retracted Shares may, by notice in writing given by the holder to the Corporation before the close of business, Toronto time, on the Business Day immediately preceding the Retraction Date, withdraw its Retraction Request, in which event such Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to CallRightCo shall be deemed to have been revoked.

ARTICLE VII

REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

     7.1 Subject to applicable law, and provided CallRightCo has not exercised the Redemption Call Right, the Corporation shall on the Redemption Date redeem all but not less than all of the then outstanding Exchangeable Shares for an amount per share (the “Redemption Price”) equal to the sum of, (i) the Current Market Price of a share of Parent Common Stock on the last Business Day prior to the Redemption Date, which shall be satisfied in full by the Corporation delivering or causing to be delivered to each holder of Exchangeable Shares one share of Parent Common Stock for each Exchangeable Share held by such holder, together with (ii) the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Redemption Date.

     7.2 In any case of a redemption of Exchangeable Shares under this Article VII, the Corporation shall, at least sixty (60) days before the Redemption Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Corporation or the purchase by CallRightCo under the Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder; provided, however, that in the event of a redemption of the Exchangeable Shares at the election of the Board of Directors (or a purchase by the Corporation as a result thereof) upon a transaction being proposed that would result in a Change of Control, the Corporation shall cause such notice to be sent at least the number of days prior to the Redemption Date established by the Board of Directors as the Board of Directors determines to be reasonably practicable under the circumstances, provided further, however, that in each

case the accidental failure or omission to give such notice to fewer than 10% of the holders of the Exchangeable Shares shall not affect the validity of such notice of redemption. In any such case, such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Redemption Date and, if applicable, particulars of the Redemption Call Right.

     7.3 On or after the Redemption Date and subject to the exercise by CallRightCo of the Redemption Call Right, the Corporation shall deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed, the Redemption Price for each such Exchangeable Share, upon presentation and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in such notice of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the Articles of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require. Payment of the total Redemption Price for such Exchangeable Shares, shall be made by delivery to each holder, at the address of the holder recorded in the register of the Corporation or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in such notice, on behalf of the Corporation of certificates representing shares of Parent Common Stock (which shares shall be (i) duly issued as fully paid and non-assessable, (ii)free and clear of any lien, claim or encumbrance, except as contemplated by the Shareholder Agreements, (iii) subject to the agreement of each holder of Exchangeable Shares not to exercise their exchange, redemption or similar rights with respect to the Exchangeable Shares unless the Exchangeable Share Registration Statement (as defined in the Westwind Capital Corporation Shareholders’ Equity Agreement, dated as of September 30, 2007, by and among Parent and the former Westwind Capital Corporation shareholders party thereto) is effective, issued pursuant to an effective registration statement under the Securities Act and shall be registered or qualified for sale under such other securities or “blue sky” laws of such jurisdictions in the United States or Canada, in each case as and to the extent provided in the Shareholder Agreements, and (iv) listed on the principal national securities exchange on which the Parent Common Stock is then listed or traded) and, if applicable, a cheque of the Corporation payable at par in U.S. dollars at any branch of the bankers of the Corporation in payment of any such dividends, in each case, less any amounts withheld on account of tax required to be deducted and withheld therefrom by the Corporation. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, unless payment of the total Redemption Price shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total

Redemption Price has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price for the Exchangeable Shares (except as otherwise provided in this Section 7.3) so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice, less any amounts withheld on account of tax required to be deducted and withheld therefrom by the Corporation. Upon the later of such deposit being made and the Redemption Date, the Exchangeable Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or Redemption Date, as the case may be, shall be limited to receiving their proportionate part of the total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Redemption Price (which, for greater certainty, shall be net of any amounts withheld on account of tax required to be deducted and withheld therefrom by the Corporation), the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the shares of Parent Common Stock delivered to them or the custodian on their behalf.

ARTICLE VIII

PURCHASE FOR CANCELLATION

     8.1 Subject to applicable law, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares on such terms and conditions as may be mutually agreed by a holder of Exchangeable Shares and the Corporation.

ARTICLE IX

VOTING RIGHTS

     9.1 Except as required by applicable law and by Article X, the holders of the Exchangeable Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting. The holders of the Exchangeable Shares shall, however, be entitled to notice of meetings of shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale, lease or exchange of all or substantially all of the property of the Corporation.

ARTICLE X

AMENDMENT AND APPROVAL

     10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the Exchangeable Shares given as hereinafter specified.

     10.2 Any approval given by the holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or any other matter requiring the approval or consent of the holders of the Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of holders of Exchangeable Shares, duly called and held at which the holders of at least 50% of the outstanding Exchangeable Shares (other than Exchangeable Shares held by Parent and its Affiliates) eligible to vote as such meeting at that time are present or represented by proxy or by a written resolution signed by holders of two-thirds of the outstanding Exchangeable Shares; provided that if at any such meeting the holders of at least 50% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five (5) days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting (other than in respect of Exchangeable Shares held by Parent and its Affiliates) shall constitute the approval or consent of the holders of the Exchangeable Shares.

ARTICLE XI

RECIPROCAL CHANGES, ETC. IN RESPECT OF PARENT COMMON STOCK

     11.1 Each holder of an Exchangeable Share acknowledges that the Exchangeable Share Support Agreement provides, in part, that so long as any Exchangeable Shares (other than those owned by Parent and its Affiliates) are outstanding, Parent will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2:

          (a) issue or distribute shares of Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Stock) to the holders of all or substantially all of the then outstanding shares of Parent Common Stock by way of stock dividend or other distribution, other than an issue of shares of Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Parent Common Stock) to holders of shares of Parent Common Stock who exercise an option to receive dividends in shares of Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Parent Common Stock) in lieu of receiving cash dividends;

          (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of Parent Common Stock entitling them to subscribe for or to purchase shares of Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Parent Common Stock); or

          (c) issue or distribute to the holders of all or substantially all of the then outstanding shares of Parent Common Stock:

               (i) shares or securities of Parent of any class other than shares of Parent Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of Parent Common Stock);

               (ii) rights, options or warrants other than those referred to in Section 11.1(b);

               (iii) evidences of indebtedness of Parent; or

               (iv) assets of Parent,

unless the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares.

     11.2 Each holder of an Exchangeable Share acknowledges that the Exchangeable Share Support Agreement further provides, in part, that so long as any Exchangeable Shares (other than those owned by Parent and its Affiliates) are outstanding, Parent will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2:

          (a) subdivide, redivide or change the then outstanding shares of Parent Common Stock into a greater number of shares of Parent Common Stock;

          (b) reduce, combine, consolidate or change the then outstanding shares of Parent Common Stock into a lesser number of shares of Parent Common Stock; or

          (c) reclassify or otherwise change the shares of Parent Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting the shares of Parent Common Stock,

unless the same or an economically equivalent change shall simultaneously be made to, or in, the rights of the holders of the Exchangeable Shares. The Exchangeable Share Support Agreement further provides, in part, that the aforesaid provisions of the Exchangeable Share Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Section 10.2.

     11.3 The Board of Directors shall determine, in good faith (with the assistance of such reputable and qualified financial and/or other advisors as and to the extent the Board of Directors may deem appropriate), economic equivalence for the purposes of this Article XI, and each such determination shall be conclusive and binding on the Corporation and its shareholders.

ARTICLE XII

ACTIONS BY THE CORPORATION UNDER
EXCHANGEABLE SHARE SUPPORT AGREEMENT

     12.1 The Corporation will take all such actions and do all such things as shall be necessary or advisable to perform and comply with and to ensure performance and compliance by Parent and the Corporation with all provisions of the Exchangeable Share Support Agreement applicable to Parent and the Corporation, respectively, in accordance with the terms thereof, including, without limitation, taking all such actions and doing all such things as shall be necessary or advisable to enforce to the fullest extent possible for the direct benefit of the Corporation all rights and benefits in favour of the Corporation under or pursuant to such agreement.

     12.2 The Corporation shall not propose, agree to or otherwise give effect to any amendment to, or waiver or forgiveness of its rights or obligations under, the Exchangeable Share Support Agreement without the approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 other than such amendments, waivers and/or forgiveness as may be necessary or advisable for the purposes of:

          (a) adding to the covenants of the other parties to such agreement for the protection of the Corporation or the holders of the Exchangeable Shares thereunder;

          (b) making such provisions or modifications not inconsistent with such agreement as may be necessary or desirable with respect to matters or questions arising thereunder which, in the opinion of the Board of Directors, it may be expedient to make, provided that the Board of Directors shall be of the opinion, after consultation with external counsel, that such provisions and modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or

          (c) making such changes in or corrections to such agreement which, on the advice of external counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error contained therein, provided that the Board of Directors shall be of the opinion, after consultation with external counsel, that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.

ARTICLE XIII

LEGEND

     13.1 The certificates evidencing the Exchangeable Shares shall contain or have affixed thereto a legend in form and on terms approved by the Board of Directors, with respect to the Exchangeable Share Support Agreement, the provisions of the Liquidation Call Right, Retraction Call Right and the Redemption Call Right, the Voting and Exchange Trust Agreement and the Shareholder Agreements (including the provisions with respect to the voting rights, exchange right and automatic exchange thereunder).

     13.2 Each holder of an Exchangeable Share, whether of record or beneficial, by virtue of becoming and being such a holder shall be deemed to acknowledge each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, in each case, in favour of CallRightCo, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Exchangeable Shares, as the case may be, and to be bound thereby in favour of CallRightCo as therein provided.

ARTICLE XIV

NOTICES

     14.1 Any notice, request or other communication to be given to the Corporation by a holder of Exchangeable Shares shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by telecopy or by delivery to the registered office of the Corporation and addressed to the attention of the President of the Corporation. Any such notice, request or other communication, if given by mail,

telecopy or delivery, shall only be deemed to have been given and received upon actual receipt thereof by the Corporation.

     14.2 Any presentation and surrender by a holder of Exchangeable Shares to the Corporation or the Transfer Agent of certificates representing Exchangeable Shares in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Exchangeable Shares shall be made by registered mail (postage prepaid) or by delivery to the registered office of the Corporation or to such office of the Transfer Agent as may be specified by the Corporation, in each case, addressed to the attention of the President of the Corporation. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Corporation or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same.

     14.3 Any notice, request or other communication to be given to a holder of Exchangeable Shares by or on behalf of the Corporation shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by delivery to the address of the holder recorded in the register of the Corporation or, in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, if given by mail, shall be deemed to have been given and received on the third Business Day following the date of mailing and, if given by delivery, shall be deemed to have been given and received on the date of delivery. Accidental failure or omission to give any notice, request or other communication to one or more holders of Exchangeable Shares shall not invalidate or otherwise alter or affect any action or proceeding to be taken by the Corporation pursuant thereto.

ARTICLE XV

CERTAIN TAX MATTERS

     15.1 For greater certainty, at any time that Exchangeable Shares are retracted, redeemed, purchased for cancellation, exchanged, sold or otherwise disposed of to Canadian Sub under the terms of these Share Provisions at a time when the holder thereof is a person who is a non-resident of Canada for purposes of the ITA, such holder must provide to Canadian Sub (or any acquiror in its place) with a certificate issued pursuant to subsection 116(2) or 116(4) of the ITA. Such holder acknowledges and covenants that as a holder of Exchangeable Shares that he, she or it will comply with the provisions of section 116 of the ITA and will indemnify Canadian Sub (or any acquiror in its place) for any liability arising from the timely compliance by Canadian Sub with its obligations under section 116 of the ITA.

COMMON SHARES

ARTICLE XVI

VOTING

     16.1 The holders of the Common Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and shall confer the right to one (1) vote for each share held at all meetings of shareholders of the Corporation, except for meetings at which only holders of another specified class or series of shares of the Corporation are entitled to vote separately as a class or series as provided in the CBCA.

ARTICLE XVII

DIVIDENDS

     17.1 Subject to the prior rights of the holders of the Exchangeable Shares and to any other shares ranking senior to the common shares, the holders of the Common Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors of the Corporation out of moneys properly applicable to the payment of dividends, such dividends as the board of directors of the Corporation may from time to time declare, in their absolute discretion.

ARTICLE XVIII

LIQUIDATION, DISSOLUTION AND WINDING-UP

     18.1 In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the prior rights of the holders of the Exchangeable Shares and to any other shares ranking senior to the common shares, the holders of the Common Shares shall be entitled to receive the remaining property and assets of the Corporation.

SCHEDULE A
NOTICE OF RETRACTION

To the Corporation, CallRightCo and Parent:

     This notice is given pursuant to Article VI of the provisions (the “Share Provisions”) attaching to the Exchangeable Shares of the Corporation represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in the Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with Article VI of the Share Provisions:

o all share(s) represented by this certificate; or
o                      share(s) only.

     The undersigned hereby notifies the Corporation that the Retraction Date shall be:                     .

Note: The Retraction Date must be a Business Day and must not be less than ten (10) Business Days nor more than fifteen (15) Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the fifteenth (15^th) Business Day after the date on which this notice is received by the Corporation.

     The undersigned acknowledges the overriding Retraction Call Right of CallRightCo to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to CallRightCo in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in Section 6.3 of the Share Provisions. This Retraction Request, and this offer to sell the Retracted Shares to CallRightCo, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date.

     The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares and provided that CallRightCo has not exercised the Retraction Call Right with respect to the Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Trust Agreement) so as to require Parent to purchase the unredeemed Retracted Shares.

     The undersigned hereby represents and warrants to the Corporation and CallRightCo that the undersigned:

o is
(select one)

o is not

a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that in the absence of an indication that the undersigned is not a non-resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares.

The undersigned hereby represents and warrants to the Corporation and CallRightCo that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by the Corporation or CallRightCo, as the case may be, free and clear of all liens, claims and encumbrances.

(Date) (Signature of Shareholder) (Guarantee of Signature)

o Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register.

Note: This panel must be completed and this certificate, together with such additional documents as the Transfer Agent may require, must be deposited with the Transfer Agent. The securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of the Corporation and the securities and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above.

Note: If this Retraction Request is for less than all of the shares represented by this certificate, a certificate representing the remaining share(s) of the Corporation represented by this certificate will be issued and registered in the name of the shareholder as it appears on the register of the Corporation, unless the Share Transfer Power on the share certificate is duly completed in respect of such share(s).

EX-5.1

Exhibit 5.1

July 2, 2010

Board of Directors
Stifel Financial Corp.
501 N. Broadway
St. Louis, MO 63102

Re: Stifel Financial Corp.

We have acted as special counsel to Stifel Financial Corp., a Delaware corporation (the “Company”), in connection with the Company’s filing of Post-Effective Amendment No. 1 on Form S-3 to the Company’s Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating (i) up to 780,118 shares of common stock of the Company (“Shares”) that the Company may issue, from time to time, upon exchange, retraction or redemption of outstanding exchangeable shares (the “Exchangeable Shares”) of TWP Acquisition Company (Canada), Inc., an indirect Canadian subsidiary (“Canadian Sub”), as well as certain liquidation or similar events involving Canadian Sub, (ii) up to 23,870 Shares that the Company may issue upon exercise of stock options or vesting of restricted stock units held by individuals who were former employees of Thomas Weisel Partners Group, Inc. (“TWPG”) immediately prior to the completion of the Company’s acquisition of TWPG on July 1, 2010 pursuant to an Agreement and Plan of Merger dated April 25, 2010 (the “Merger Agreement”), and (iii) up to 19,228 shares of common stock that the Company may issue upon exercise of stock options or vesting of restricted stock units held by former directors of TWPG.

In connection herewith, we have examined:

(1)	the Restated Certificate of Incorporation of the Company, as amended;
(2)	the Amended and Restated Bylaws of the Company;
(3)	the Merger Agreement;
(4)	the Registration Statement;
(5)	the Amended and Restated Support Agreement dated July 1, 2010 by and among the parties named therein (“Support Agreement”); and

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July 2, 2010
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(6) the Voting and Exchange Trust Supplement Agreement dated July 1, 2010 by and among the parties named therein (“Trust Agreement, and, together with the Support Agreement, the “Exchangeable Share Documents”).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements and instruments of the Company, statements and certificates of public officials, officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued and delivered in accordance with the Exchangeable Shares Documents, will be validly issued, fully paid and nonassessable.

This opinion is not rendered with respect to any laws other than the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus filed as a part thereof. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the securities addressed herein. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Bryan Cave LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and to the incorporation by reference therein of our reports dated February 26, 2010, with respect to the consolidated financial statements of Stifel Financial Corp. and the effectiveness of internal control over financial reporting of Stifel Financial Corp., included in its Annual Report (Form 10-K) for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois
July 2, 2010

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No.1 to form S-4 Registration Statement No. 333-166355 on Form S-3 of our report dated February 28, 2008, relating to the 2007 consolidated financial statements (before the retrospective adjustments to the financial statement disclosures for a change in the composition of reportable segments as discussed in Note 24 to the consolidated financial statements) (not presented herein) of Stifel Financial Corp and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the retrospective adjustments for a change in the composition of reportable segments as discussed in Note 24 to the consolidated financial statements), appearing in the Annual Report on Form 10-K of Stifel Financial Corp for the year ended December 31, 2009, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

St. Louis, Missouri
July 2, 2010

EX-99.1

Exhibit 99.1

EXECUTION COPY

AMENDED AND RESTATED SUPPORT AGREEMENT

     THIS AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of July 1, 2010, by and among Stifel Financial Corp., a Delaware corporation (“New Parent”), Thomas Weisel Partners Group, Inc., a Delaware corporation (“Old Parent”), TWP Holdings Company (Canada), ULC, an unlimited liability company organized under the laws of the Province of Nova Scotia and, pursuant to, and as of the effective time of, the Merger (as defined below), a wholly-owned indirect subsidiary of New Parent (“CallRightCo”) and TWP Acquisition Company (Canada), Inc., a corporation continued under the Canada Business Corporations Act and, pursuant to, and as of the effective time of, the Merger, a wholly-owned indirect subsidiary of New Parent (“Canadian Sub”).

RECITALS

     WHEREAS, in connection with an arrangement agreement (the “Arrangement Agreement”) dated as of September 30, 2007, among Old Parent, Canadian Sub and Westwind Capital Corporation, among others, Canadian Sub issued non-voting exchangeable shares in the capital of Canadian Sub (the “Exchangeable Shares”) to certain holders of securities of Westwind Capital Corporation pursuant to the plan of arrangement contemplated by the Arrangement Agreement.

     AND WHEREAS, in connection with the Arrangement Agreement, on January 2, 2008, Old Parent, CallRightCo and Canadian Sub entered into a Support Agreement (“Support Agreement”).

     AND WHEREAS, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among New Parent, Old Parent and PTAS, Inc., a Delaware corporation and wholly-owned subsidiary of New Parent (“PTAS”), dated April 25, 2010, PTAS will merge with and into Old Parent (the “Merger”), with Old Parent surviving the Merger and becoming a wholly-owned direct subsidiary of New Parent at the effective time of the Merger described therein.

     AND WHEREAS, pursuant to and in connection with the Merger Agreement, New Parent, Old Parent, Canadian Sub, and CIBC Mellon Trust Company have entered into a Voting and Exchange Trust Supplement Agreement dated July 1, 2010, 2010 (the “Voting and Exchange Trust Supplement Agreement”).

     AND WHEREAS, pursuant to and in connection with the Merger Agreement, New Parent has agreed to execute and deliver this Agreement which amends, restates and supersedes the Support Agreement.

     AND WHEREAS, pursuant to Section 3.2 of the Support Agreement, all parties hereto wish to execute and deliver an agreement in writing giving effect to and evidencing an amendment and modification as necessary to ensure that the rights and obligations of the Support Agreement shall apply with full force and affect, mutatis mutandis, to the new securities into which Exchangeable Shares become exchangeable for as a result of the Merger, being New Parent Common Stock.

     NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

     Each term denoted herein by initial capital letters and not otherwise defined herein shall have the meaning ascribed thereto in the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares which forms Schedule “1” to the Articles of Continuance of Canadian Sub, as amended or restated from time to time (the “Share Provisions”), unless the context requires otherwise.

1.2 Interpretation Not Affected by Headings

     The division of this Agreement into articles, sections and other portions and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to “Article” or “section” followed by a number refers to the specified Article or section of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement, including any appendices hereto.

1.3 Rules of Construction

     In this Agreement, unless the context otherwise requires, (a) words importing the singular number include the plural and vice versa, (b) words importing any gender include all genders, and (c) “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”.

1.4 Date for any Action

     In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

ARTICLE 2

COVENANTS OF NEW PARENT AND CANADA SUB

2.1 Covenants Regarding Exchangeable Shares

     So long as any Exchangeable Shares not owned by New Parent or its Affiliates are outstanding, New Parent will:

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(a)	not declare or pay any dividend on the common stock of New Parent (“New Parent Common Stock”) unless (i) Canadian Sub shall simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions) on the Exchangeable Shares and Canadian Sub shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable Law, of any such dividend on the Exchangeable Shares; or (ii) if the dividend is a stock dividend, in lieu of such dividend, Canadian Sub effects an economically equivalent (as determined in accordance with Section 2.6(d)) subdivision of the outstanding Exchangeable Shares;
(b)	advise Canadian Sub sufficiently in advance of the declaration by New Parent of any dividend on New Parent Common Stock and take all such other actions as are reasonably necessary, in co-operation with Canadian Sub, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the New Parent Common Stock;
(c)	take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Canadian Sub, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by New Parent or its Affiliates) upon the liquidation, dissolution or winding-up of Canadian Sub, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Canadian Sub, as the case may be, including all such actions and all such things as are reasonably necessary or desirable to enable and permit Canadian Sub to cause to be delivered shares of New Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article V, VI or VII, as the case may be, of the Share Provisions;
(d)	take all such actions and do all such things as are reasonably necessary or desirable to enable and permit CallRightCo, in accordance with applicable Law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including all such actions and all such things as are reasonably necessary or desirable to enable and permit CallRightCo to cause to be delivered shares of New Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and

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(e) not (and will ensure that CallRightCo does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Canadian Sub (or any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs) nor take any action or omit to take any action (and will not permit CallRightCo to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding-up of Canadian Sub or any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs.

2.2 Segregation of Funds

     New Parent will cause Canadian Sub to deposit a sufficient amount of funds in a separate account of Canadian Sub and segregate a sufficient amount of such other assets and property as is necessary to enable Canadian Sub to pay dividends and other amounts when due under Article III of the Share Provisions and to pay or otherwise satisfy its respective obligations under Article V, VI or VII of the Share Provisions, as applicable.

2.3 Reservation of NewParent Shares

     New Parent hereby represents, warrants and covenants in favor of Canadian Sub and CallRightCo that New Parent has reserved for issuance and will, at all times while any Exchangeable Shares (other than Exchangeable Shares held by New Parent or its Affiliates) are outstanding, keep available, free from preemptive and other rights, out of its authorized and unissued capital stock such number of shares of New Parent Common Stock (or other shares or securities into which shares of New Parent Common Stock may be reclassified or changed as contemplated by Section 2.6) without duplication (a) as is equal to the sum of (i) the number of Exchangeable Shares issued and outstanding from time to time and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time and (b) as are now and may hereafter be required (i) to enable and permit New Parent to meet its obligations under the Voting and Exchange Trust Supplement Agreement and under any other security or commitment pursuant to which New Parent may now or hereafter be required to issue shares of New Parent Common Stock, (ii) to enable and permit CallRightCo to meet its obligations under each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, to the extent CallRightCo exercises any such rights, and (iii) to enable and permit Canadian Sub to meet its respective obligations hereunder and under the Share Provisions.

2.4 Notification of Certain Events

     In order to assist New Parent to comply with its obligations hereunder and to permit CallRightCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, Canadian Sub will notify New Parent and CallRightCo of each of the following events at the time set forth below:

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(a)	in the event of any determination by the Board of Directors of Canadian Sub to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Canadian Sub or to effect any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs, at least sixty (60) days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b)	promptly, upon the earlier of receipt by Canadian Sub of notice of and Canadian Sub otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Canadian Sub or to effect any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs;
(c)	immediately, upon receipt by Canadian Sub or the Transfer Agent, as applicable, of a Retraction Request;
(d)	on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e)	as soon as practicable, upon the issuance by Canadian Sub of any Exchangeable Shares or rights to acquire Exchangeable Shares.

2.5 Delivery of Corresponding Shares of New Parent Common Stock to Canadian Sub and CallRightCo

     In furtherance of its obligations under Sections 2.1(c) and (d), upon notice from Canadian Sub or CallRightCo of any event that requires Canadian Sub or CallRightCo to cause shares of New Parent Common Stock to be delivered to any holder of Exchangeable Shares, New Parent shall forthwith issue and deliver or cause to be delivered to Canadian Sub or CallRightCo the requisite number of shares of New Parent Common Stock to be received by, and issued to or to the order of, the former holder of the surrendered Exchangeable Shares, as Canadian Sub or CallRightCo directs. All such shares of New Parent Common Stock shall be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance, except as contemplated by the Shareholder Agreements. In consideration of the issuance and delivery of each such share of New Parent Common Stock, Canadian Sub or CallRightCo, as the case may be, shall pay a purchase price to New Parent equal to the fair market value of such shares of New Parent Common Stock, which purchase price shall be paid with a number of Common Shares or CallRightCo common shares, as applicable, having an equivalent fair market value as such shares of New Parent Common Stock.

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2.6 Economic Equivalence

     So long as any Exchangeable Shares not owned by New Parent or its Affiliates are outstanding:

(a) New Parent will not without prior approval of Canadian Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions:

(i)	issue or distribute shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of New Parent Common Stock) to the holders of all or substantially all of the then outstanding shares of New Parent Common Stock by way of stock dividend or other distribution, other than an issue of shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of New Parent Common Stock) to holders of shares of New Parent Common Stock who exercise an option to receive dividends in shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of New Parent Common Stock) in lieu of receiving cash dividends; or
(ii)	issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of New Parent Common Stock entitling them to subscribe for or to purchase shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of New Parent Common Stock); or
(iii)	issue or distribute to the holders of all or substantially all of the then outstanding shares of New Parent Common Stock (A) shares or securities of New Parent of any class other than shares of New Parent Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of New Parent Common Stock), (B) rights, options or warrants other than those referred to in Section 2.6(a)(ii), (C) evidences of indebtedness of New Parent or (D) assets of New Parent,

	unless the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of Exchangeable Shares.
(b)	New Parent will not without the prior approval of Canadian Sub and the prior approval of the holders of Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions:

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(i)	subdivide, redivide or change the then outstanding shares of New Parent Common Stock into a greater number of shares of New Parent Common Stock;
(ii)	reduce, combine, consolidate or change the then outstanding shares of New Parent Common Stock into a lesser number of shares of New Parent Common Stock; or
(iii)	reclassify or otherwise change the shares of New Parent Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting the shares of New Parent Common Stock,

	unless the same or an economically equivalent change shall simultaneously be made to, or in, the rights of the holders of the Exchangeable Shares.
(c)	New Parent will ensure that the record date for any event referred to in Section 2.6(a) or 2.6(b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than five (5) Business Days after the date on which such event is declared or announced by New Parent (with contemporaneous notification thereof by New Parent to Canadian Sub).
(d)	The Board of Directors of Canadian Sub shall determine, in good faith and in its sole discretion with assistance of such reputable and qualified financial and/or other advisors as the Board of Directors of Canadian Sub may deem appropriate, economic equivalence for the purposes of any event referred to in Section 2.6(a) or 2.6(b) and each such determination shall be conclusive and binding on New Parent, Canadian Sub and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of Canadian Sub to be relevant, be considered by the Board of Directors of Canadian Sub:

(i)

in the case of any stock dividend or other distribution payable in New Parent Common Stock, the number of such shares issued in proportion to the number of shares of New Parent Common Stock previously outstanding;

(ii)

in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Parent Common Stock), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of a share of New Parent Common Stock;

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(iii)	in the case of the issuance or distribution of any other form of property (including any shares or securities of New Parent of any class other than Parent Common Stock, any rights, options or warrants other than those referred to in Section 2.6(d)(ii), any evidences of indebtedness of New Parent or any assets of New Parent), the relationship between the fair market value (as determined by the Board of Directors of Canadian Sub in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding share of New Parent Common Stock and the Current Market Price of a share of New Parent Common Stock;
(iv)	in the case of any subdivision, redivision or change of the then outstanding shares of New Parent Common Stock into a greater number of shares of New Parent Common Stock or the reduction, combination, consolidation or change of the then outstanding shares of New Parent Common Stock into a lesser number of shares of New Parent Common Stock or any amalgamation, merger, reorganization or other transaction affecting the New Parent Common Stock, the effect thereof upon the then outstanding shares of New Parent Common Stock; and
(v)	in all such cases, the general taxation consequences of the relevant event to beneficial owners of Exchangeable Shares to the extent that such consequences may differ from the general taxation consequences to such beneficial owners determined as if they owned New Parent Common Stock at the relevant time as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

(e) Canadian Sub agrees that, to the extent required, upon due notice from New Parent, Canadian Sub will use its reasonable best efforts to take or cause to be taken such steps as may be reasonably necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by New Canadian Sub, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalence with respect to the New Parent Common Stock and Exchangeable Shares as provided for in this Section 2.6.

2.7 Tender Offers

     In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to shares of New Parent Common Stock (an “Offer”) is proposed by New Parent or is proposed to New Parent or its stockholders and is

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recommended by the Board of Directors of New Parent, or is otherwise effected or is to be effected with the consent or approval of the Board of Directors of New Parent, New Parent will use its reasonable efforts expeditiously and in good faith to take all such actions as are reasonably necessary to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of New Parent Common Stock, without discrimination. Nothing herein shall affect the rights of Canadian Sub to redeem, or CallRightCo to purchase, Exchangeable Shares, as applicable, in the event of a Change of Control. For certainty, nothing contained in this Agreement, including the obligations of New Parent contained in this Section 2.7, shall limit the ability of New Parent, CallRightCo or Canadian Sub to make a “Rule 10b-18 Purchase” of shares of New Parent Common Stock pursuant to Rule 10b-18 under the United States Securities Exchange Act of 1934, as amended, or otherwise make repurchases of New Parent Common Stock in accordance with applicable law.

2.8 Ownership of Outstanding Shares

     Without the prior approval of Canadian Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions, New Parent covenants and agrees in favour of the Company that, as long as any outstanding Exchangeable Shares are owned by any Person other than New Parent or any of its Affiliates, New Parent will be and remain the direct or indirect beneficial owner of all of the issued and outstanding voting shares in the capital of Canadian Sub and CallRightCo.

2.9 Parent and Affiliates Not to Vote Exchangeable Shares

     New Parent covenants to and agrees with Canadian Sub that it will appoint and cause to be appointed proxyholders with respect to all Exchangeable Shares held by it and its Affiliates for the sole purpose of attending each meeting of holders of a class of Exchangeable Shares in order to be counted as part of the quorum for each such meeting. New Parent further covenants and agrees that it will not, and will cause its Affiliates not to, exercise any voting rights which may be exercisable by holders of Exchangeable Shares from time to time pursuant to the Share Provisions or pursuant to the provisions of the CBCA (or any successor or other corporate statute by which Canadian Sub may in the future be governed) with respect to any Exchangeable Shares held by it or by its Affiliates in respect of any matter considered at any meeting of holders of Exchangeable Shares.

2.10 Qualifications of Parent Common Stock

     New Parent covenants that shares of New Parent Common Stock to be issued and delivered in connection with the exercise of rights of the holders of Exchangeable Shares hereunder or under the Exchangeable Share Provisions shall be (i) duly issued as fully paid and non-assessable, (ii) free and clear of any lien, claim or encumbrance, except as contemplated by the Shareholder Agreements, (iii) issued pursuant to an effective registration statement under the United States Securities Act of 1933, and the

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regulations and rules thereunder, as amended, and shall be registered or qualified for sale under such other securities or “blue sky” laws of such jurisdictions in the United States or Canada, in each case as and to the extent provided in the Shareholder Agreements, and (iv) listed on the principal national securities exchange on which the New Parent Common Stock is then listed or traded.

ARTICLE 3

GENERAL

3.1 Term

     This Agreement shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect at such time as no Exchangeable Shares (or securities or rights convertible into or exchangeable for or carrying rights to acquire Exchangeable Shares) are held by any Person other than New Parent and any of its Affiliates.

3.2 Changes in Capital of Parent and Canadian Sub

     At all times after the occurrence of any event contemplated pursuant to Sections 2.6 and 2.7 or otherwise, as a result of which any of the shares of New Parent Common Stock or the Exchangeable Shares or all are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which shares of New Parent Common Stock or the Exchangeable Shares or all are so changed and the parties hereto shall execute and deliver an agreement in writing giving effect to and evidencing such necessary amendments and modifications.

3.3 Severability

     If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby and this Agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

3.4 Amendments, Modifications

     Subject to Sections 3.2, 3.3 and 3.5, this Agreement may not be amended or modified except by an agreement in writing executed by Canadian Sub, CallRightCo and New Parent and approved by the holders of the Exchangeable Shares in accordance with Section 10.2 of the Share Provisions.

3.5 Ministerial Amendments

     The parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the affected class of the Exchangeable Shares, amend or modify this Agreement for the purposes of:

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(a)	adding to the covenants of the other parties to this Agreement for the protection of Canadian Sub or the holders of the Exchangeable Shares;
(b)	making such provisions or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the Board of Directors of each of Canadian Sub, CallRightCo and New Parent, it may be expedient to make, provided that each such Board of Directors shall be of the opinion, after consultation with their respective counsel, that such provisions or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares as a whole; or
(c)	making such changes or corrections which, on the advice of counsel to Canadian Sub, CallRightCo and New Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Board of Directors of each of Canadian Sub, CallRightCo and New Parent shall be of the opinion, after consultation with their respective counsel, that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares as a whole.

3.6 Meeting to Consider Amendments

     Canadian Sub, at the request of New Parent, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval pursuant to Section 3.4. Any such meeting or meetings shall be called and held in accordance with the bylaws of Canadian Sub, the Share Provisions and applicable Law.

3.7 Amendments Only in Writing

     No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto.

3.8 Enurement

     This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.

3.9 Notices to Parties

     All notices and other communications between the parties to this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for any such party as shall be specified in like notice):

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          To New Parent, Old Parent or Canadian Sub:

Stifel Financial Corp.
501 N. Broadway
St. Louis, Missouri 63102
Attention: President and Chief Executive Officer General Counsel
Fax: (314) 342-2115

          With a copy to (which shall not constitute notice):

Bryan Cave LLP
One Metropolitan Square, Suite 3600
211 N. Broadway
St. Louis, Missouri 63102
Attention: Robert J. Endicott and Todd M. Kaye
Facsimile No.: (314) 259-2020

     Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof and if given by telecopy shall be deemed to have been given and received on the date of confirmed receipt thereof unless such day is not a Business Day in which case it shall be deemed to have been given and received upon the immediately following Business Day.

3.10 Counterparts

     This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

3.11 Jurisdiction

     This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

3.12 Attornment

     Each of the parties hereto agrees that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of the Province of Ontario, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the non-exclusive jurisdiction of the said courts in any such action or proceeding and agrees to be bound by any judgment of the said courts.

3.13 Release of Old Parent

     For greater certainty, this Agreement operates to release Old Parent of all its obligations, liabilities and covenants under the Support Agreement. Pursuant to Section

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3.2 of the Support Agreement, this Agreement amends, restates and supersedes the Support Agreement and fully reflects and evidences such modifications and amendments which the parties hereto and thereto have deemed necessary or advisable on account of the Merger.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

STIFEL FINANCIAL CORP.
By: Name:	/s/ James M. Zemlyak James M. Zemlyak
Title:	Senior Vice President, Chief Financial Officer and Treasurer
THOMAS WEISEL PARTNERS GROUP, INC.
By: Name:	/s/ Mark Fisher Mark Fisher
Title:	General Counsel
TWP HOLDINGS COMPANY (CANADA), ULC
By: Name:	/s/ Mark Fisher Mark Fisher
Title:	General Counsel
TWP ACQUISITION COMPANY (CANADA), INC.
By: Name:	/s/ Mark Fisher Mark Fisher
Title:	General Counsel

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EX-99.2

Exhibit 99.2

VOTING AND EXCHANGE TRUST AGREEMENT

     THIS VOTING AND EXCHANGE AGREEMENT (the “Agreement”), dated as of January 2, 2008, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Parent”), TWP Acquisition Company (Canada), Inc., a corporation organized under the OBCA (“Canadian Sub”) and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).

RECITALS

     WHEREAS, in connection with an arrangement agreement (the “Arrangement Agreement”) dated as of September 30, 2007, among Parent, Canadian Sub, Westwind Capital Corporation, a corporation organized under the OBCA and Lionel Conacher, as Shareholders’ Representative, Canadian Sub is to issue non-voting exchangeable shares in the capital of Canadian Sub (the “Exchangeable Shares”) to certain holders of securities of Westwind Capital Corporation pursuant to the plan of arrangement contemplated in the Arrangement Agreement.

     WHEREAS, pursuant to the Arrangement Agreement, Parent and Canadian Sub have agreed to execute a voting and exchange trust agreement substantially in the form of this Agreement.

     NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following terms shall have the following meanings:

     “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlled by, or under common control with such specified Person. The term “control” (including its correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Persons, means the possession, directly or indirectly, of the power to direct (or cause the direction) of the management and policies of such Person, whether through the ownership of voting or other securities, by contract, or otherwise;

     “Agreement” has the meaning set forth in the Preamble to this agreement;

     “Arrangement” means the arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 5.1 of the Plan of Arrangement or made at the direction of the Court in the Final Order;

     “Arrangement Agreement” has the meaning set forth in the Recitals to this Agreement;

     “Automatic Exchange Rights” means the benefit of the obligation of Parent to effect the automatic exchange of Exchangeable Shares for shares of Parent Common Stock pursuant to Section 5.11;

     “Beneficiaries” means the registered holders from time to time of Exchangeable Shares, other than Parent and its Affiliates;

     “Beneficiary Votes” has the meaning set forth in Section 4.2;

     “Board of Directors” means the Board of Directors of Canadian Sub or Parent as applicable;

     “Business Day” means a day other than a Saturday, Sunday or other day on which banks located in San Francisco, California or Toronto, Ontario, Canada are required or permitted by applicable law to close;

     “CallRightCo” means TWP Holdings Company (Canada), ULC, a Nova Scotia unlimited liability company existing under the laws of the Province of Nova Scotia, Canada which, at the time of the consummation of the Arrangement, will be a direct or indirect wholly-owned subsidiary of Parent;

     “Canadian Sub” has the meaning set forth in the Preamble to this Agreement;

     “Court” has the meaning set forth in the Plan of Arrangement;

     “Current Market Price” of any security means the average of the daily closing prices of such security for the ten (10) consecutive trading days before the date of determination on the principal securities exchange or market on which such security is traded; provided, however that if in the opinion of the Board of Directors the public distribution or trading activity of such securities during such period does not create a market that reflects the fair market value of such securities or if such security is not then traded on any securities exchange or market, then the current market value thereof shall be determined by the Board of Directors, in good faith and in its sole discretion (with the assistance of such reputable and qualified financial and/or other advisors as the board may deem appropriate), and provided further that any such determination by the Board of Directors shall be conclusive and binding on Canadian Sub and its shareholders;

     “Exchange Right” has the meaning set forth in Section 5.1;

     “Exchangeable Share Provisions” has the meaning set forth in the Plan of Arrangement;

     “Exchangeable Shares” means the non-voting exchangeable shares in the capital of Canadian Sub having the rights, privileges, restrictions and conditions set out in the Exchangeable Share Provisions;

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     “Final Order” has the meaning set forth in the Plan of Arrangement;

     “Governmental Entity” means any governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity;

     “Indemnified Parties” has the meaning set forth in Section 9.1;

     “Insolvency Event” means the institution by Canadian Sub of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of Canadian Sub to the institution of bankruptcy, insolvency or winding-up proceedings against it, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including the Companies Creditors’ Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by Canadian Sub to contest in good faith any such proceedings commenced in respect of Canadian Sub within thirty (30) days of becoming aware thereof, or the consent by Canadian Sub to the filing of any such petition or to the appointment of a receiver, or the making by Canadian Sub of a general assignment for the benefit of creditors, or the admission in writing by Canadian Sub of its inability to pay its debts generally as they become due, or Canadian Sub not being permitted, pursuant to solvency requirements or other provisions of applicable law, to redeem any Retracted Shares pursuant to Section 6.6 of the Exchangeable Share Provisions;

     “ITA” means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended, in each case, except as otherwise provided herein, as of the date hereof;

     “Liquidation Call Right” has the meaning set forth in the Plan of Arrangement;

     “Liquidation Event” has the meaning set forth in Section 5.11(b);

     “Liquidation Event Effective Date” has the meaning set forth in Section 5.11(c);

     “List” has the meaning set forth in Section 4.6;

     “OBCA” means the Ontario Business Corporations Act, as amended;

     “Officer’s Certificate” means, with respect to Parent or Canadian Sub, as the case may be, a certificate signed by any officer or director of Parent or Canadian Sub, as the case may be;

     “Parent” has the meaning set forth in the Preamble to this Agreement;

     “Parent Affiliates” means Affiliates of Parent;

     “Parent Common Stock” means the common stock, par value $0.01 per share, of Parent;

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     “Parent Consent” has the meaning set forth in Section 4.2;

     “Parent Meeting” has the meaning set forth in Section 4.2;

     “Parent Successor” has the meaning set forth in Section 11.1(a);

     “Person” means an individual, a corporation, a partnership, a limited or unlimited liability company, a trust, an unincorporated association, a Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body;

     “Plan of Arrangement” means the plan of arrangement in the form attached as Exhibit A hereto;

     “Redemption Call Right” has the meaning set forth in the Plan of Arrangement;

     “Retracted Shares” has the meaning set forth in Section 5.7;

     “Retraction Call Right” has the meaning set forth in the Exchangeable Share Provisions;

     “Shareholder Agreements” means the Westwind Capital Corporation Shareholders’ Equity Agreement, dated as of September 30, 2007, between Parent and the securityholders listed on a schedule thereto and the Pledge Agreements, dated as of September 30, 2007, between Parent, Canadian Sub, CallRightCo and each of the other parties to the Equity Agreement;

     “Support Agreement” means that certain exchangeable share support agreement made as of even date herewith between Canadian Sub, CallRightCo and Parent substantially in the form and content of Exhibit L to the Arrangement Agreement;

     “Trust” means the trust contemplated by this Agreement;

     “Trust Estate” means the Voting Share, any other securities, the Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by the Trustee from time to time pursuant to this Agreement;

     “Trustee” means CIBC Mellon Trust Company and, subject to the provisions of Article 10, includes any successor trustee or permitted assigns;

     “Voting Rights” means the voting rights attached to the Voting Share; and

     “Voting Share” means the one share of Special Voting Preferred Stock of Parent, par value $0.01 per share, issued in its own series, which entitles the holder of record to a number of votes at meetings of holders of Parent Common Stock equal to the number of Exchangeable Shares outstanding from time to time (other than Exchangeable Shares held by Parent and Parent Affiliates), which share is to be issued to, deposited with, and voted by, the Trustee as described herein;

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1.2 Interpretation Not Affected by Headings, etc.

     The division of this Agreement into articles, sections and other portions and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to “Article” or “section” followed by a number refers to the specified Article or section of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement, including any appendices hereto.

1.3 Rules of Construction

     In this Agreement, unless the context otherwise requires, (a) words importing the singular number include the plural and vice versa, (b) words importing any gender include all genders, and (c) “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”.

1.4 Date for any Action

     In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Payments

     All payments to be made hereunder will be made without interest and less any amount deducted or withheld in accordance with Section 5.12.

ARTICLE 2
PURPOSE OF AGREEMENT

     The purpose of this Agreement is to set forth the terms of the Trust for the benefit of the Beneficiaries, as herein provided. The Trustee will hold the Voting Share in order to enable the Trustee to exercise the Voting Rights and will hold the Exchange Right and the Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each case as Trustee for and on behalf of the Beneficiaries as provided in this Agreement.

ARTICLE 3
VOTING SHARE

3.1 Issue and Ownership of the Voting Share

     Parent hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of US$0.01 and other good and valuable consideration (and the adequacy thereof) for the issuance

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of the Voting Share by Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall have control and the exclusive administration of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall:

(a)	hold the Voting Share and all the rights related thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and
(b)	except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

3.2 Legended Share Certificates

     Canadian Sub will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct the Trustee with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares of the Beneficiaries.

3.3 Safe Keeping of Certificate

     The certificate representing the Voting Share shall at all times be held in safe keeping by the Trustee or its agent.

ARTICLE 4
EXERCISE OF VOTING RIGHTS

4.1 Voting Rights

     The Trustee, as the holder of record of the Voting Share, shall be entitled to all of the Voting Rights, including the right to consent with respect to or to vote in person or by proxy the Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the stockholders of Parent at a Parent Meeting or in connection with a Parent Consent. The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to Section 7.15:

(a)	the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the voting thereof at the time at which the Parent Meeting is held or a Parent Consent is sought; and
(b)	to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights.

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4.2 Number of Votes

     With respect to all meetings of stockholders of Parent at which holders of shares of Parent Common Stock are entitled to vote (each, a “Parent Meeting”) and with respect to all written consents sought by Parent from its stockholders including the holders of shares of Parent Common Stock (each, a “Parent Consent”), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, that number of votes comprised in the Voting Rights which is equal to that number of votes which would attach to the shares of Parent Common Stock receivable upon the exchange of the Exchangeable Shares owned of record by such Beneficiary on the record date established by Parent or by applicable law for such Parent Meeting or Parent Consent, as the case may be (the “Beneficiary Votes”), in respect of each matter, question, proposal or proposition to be voted on at such Parent Meeting or in connection with such Parent Consent.

4.3 Mailings to Shareholders

     With respect to each Parent Meeting and Parent Consent, the Trustee will promptly mail or cause to be mailed (or otherwise communicate in the same manner as Parent utilizes in communications to holders of Parent Common Stock subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Exchangeable Shares named in the List referred to in Section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Parent to its stockholders:

(a)	a copy of such notice, together with any related materials, including any proxy or information statement, to be provided to stockholders of Parent;
(b)	a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Parent Meeting or Parent Consent or, pursuant to Section 4.7, to attend such Parent Meeting and to exercise personally the Beneficiary Votes thereat;
(c)	a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give:

(i)	a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or
(ii)	a proxy to a designated agent or other representative of the management of Parent to exercise such Beneficiary Votes;

(d)	a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised;
(e)	a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and

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(f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Parent Meeting shall not be earlier than the close of business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions.

     The materials referred to above are to be provided by Parent to the Trustee, but items (d), (e) and (f) shall be subject to reasonable review and comment by the Trustee.

     For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Parent or by applicable law for purposes of determining stockholders entitled to vote at such Parent Meeting or to give written consent in connection with such Parent Consent. Parent will notify the Trustee in writing of any decision of the Board of Directors of Parent with respect to the calling of any Parent Meeting or the seeking of any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

4.4 Copies of Shareholder Information

     Parent will deliver to the Trustee copies of all proxy materials (including notices of Parent Meetings but excluding proxies to vote Parent Common Stock), information statements, reports (including all interim and annual financial statements) and other written communications that, in each case, are to be distributed from time to time to holders of Parent Common Stock in sufficient quantities and in sufficient time so as to enable the Trustee to send those materials to each Beneficiary at the same time and in the same manner as such materials are first sent to holders of Parent Common Stock. The Trustee will mail or otherwise send to each Beneficiary, at the expense of Parent, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by Parent) received by the Trustee from Parent contemporaneously with the sending of such materials to holders of Parent Common Stock. The Trustee will also make available for inspection by any Beneficiary at the Trustee’s principal office in Toronto, Ontario, all proxy materials, information statements, reports and other written communications that are:

(a)	received by the Trustee as the registered holder of the Voting Share and made available by Parent generally to the holders of Parent Common Stock; or
(b)	specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by Parent.

4.5 Other Materials

     As soon as reasonably practicable after receipt by Parent or stockholders of Parent (if such receipt is known by Parent) of any material sent or given by or on behalf of a third party to holders of Parent Common Stock generally, including dissident proxy and information circulars

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(and related information and material) and tender and exchange offer circulars (and related information and material), Parent shall use its reasonable efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to Beneficiaries by such third party) to each Beneficiary as soon as possible thereafter, it being understood, however, that to the extent reasonably practicable, such materials will be forwarded in the same manner as such materials are first sent to holders of Parent Common Stock. As soon as reasonably practicable after receipt thereof, the Trustee will mail or otherwise send to each Beneficiary, at the expense of Parent, copies of all such materials received by the Trustee from Parent. The Trustee will also make available for inspection by any Beneficiary at the Trustee’s principal office in Toronto, Ontario, copies of all such materials.

4.6 List of Persons Entitled to Vote

     Canadian Sub shall, (a) prior to each annual, general and special Parent Meeting or the seeking of any Parent Consent from the holders of Parent Common Stock and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries of the Exchangeable Shares arranged in alphabetical order and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Common Stock entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to the Trustee promptly after receipt by Canadian Sub of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to permit the Trustee to perform its obligations under this Agreement. Parent agrees to give Canadian Sub notice (with a copy to the Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable Canadian Sub to perform its obligations under this Section 4.6.

4.7 Entitlement to Direct Votes

     Any Beneficiary named in a List prepared in connection with any Parent Meeting or Parent Consent will be entitled (a) to instruct the Trustee in the manner described in Section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled.

4.8 Voting by Trustee and Attendance of Trustee Representative at Meeting

(a) In connection with each Parent Meeting and Parent Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the written instructions received from a Beneficiary pursuant to Section 4.3, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided,

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however, that such written instructions are received by the Trustee from the Beneficiary prior to the time and date fixed by the Trustee for receipt of such instruction in the notice given by the Trustee to the Beneficiary pursuant to Section 4.3.

(b)

The Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Parent Meeting. Upon submission by a Beneficiary (or its designee) of identification satisfactory to the Trustee’s representative, and at the Beneficiary’s request, such representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to direct the vote, if such Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.3 in respect of such meeting or (ii) submits to such representative written revocation of any such previous instructions. At such meeting, the Beneficiary exercising such Beneficiary Votes shall have the same rights as the Trustee to speak at the meeting in favour of any matter, question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question, proposal or proposition, and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition.

4.9 Distribution of Written Materials

     Any written materials distributed by the Trustee to the Beneficiaries pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as Parent utilizes in communications to holders of Parent Common Stock subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary of the Exchangeable Shares at its address as shown on the books of Canadian Sub. Canadian Sub shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense:

(a)	a current List; and
(b)	upon the request of the Trustee, mailing labels to enable the Trustee to carry out its duties under this Agreement.

4.10 Termination of Voting Rights

     All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Canadian Sub or CallRightCo, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for shares of Parent Common

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Stock, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite shares of Parent Common Stock issuable in exchange therefor to the Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article VI or VII of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of Canadian Sub pursuant to Article V of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by CallRightCo pursuant to the exercise by CallRightCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

ARTICLE 5
EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

5.1 Grant and Exercise of the Exchange Right

     Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with all rights in respect of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

(a)	hold the Exchange Right and the Automatic Exchange Rights as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and
(b)	except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

5.2 Legended Share Certificates

     Canadian Sub will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of:

(a)	their right to instruct the Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and
(b)	the Automatic Exchange Rights.

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5.3 General Exercise of Exchange Right

     The Exchange Right shall be and remain vested in and exercisable by the Trustee. Subject to Section 7.15, the Trustee shall exercise the Exchange Right only on the basis of instructions received pursuant to this Article 5 from Beneficiaries entitled to instruct the Trustee as to the exercise thereof. To the extent that no instructions are received from a Beneficiary with respect to the Exchange Right, the Trustee shall not exercise or permit the exercise of the Exchange Right.

5.4 Purchase Price

     The purchase price payable by Parent for each Exchangeable Share to be purchased by Parent under the Exchange Right shall be an amount per share equal to (a) the Current Market Price of a share of Parent Common Stock on the last Business Day prior to the day of closing of the purchase and sale of such Exchangeable Share under the Exchange Right, which shall be satisfied in full by Parent sending or causing to be sent to the Trustee on behalf of such holder one share of Parent Common Stock, plus (b) to the extent not paid by Canadian Sub on the designated payment date therefor, an additional amount equal to and in satisfaction of the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the closing of the purchase and sale; provided that if the record date for any such declared and unpaid dividend occurs on or after the day of closing of such purchase and sale, the purchase price shall not include such additional amount equivalent to the declared and unpaid dividends. In connection with each exercise of the Exchange Right, Parent shall provide to the Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. The purchase price for each such Exchangeable Share so purchased may be satisfied only by Parent issuing and delivering or causing to be delivered to the Trustee, on behalf of the relevant Beneficiary, one share of Parent Common Stock and on the applicable payment date a cheque for the balance, if any, of the purchase price without interest (less any amounts withheld pursuant to Section 5.12). Upon payment by Parent of such purchase price, the relevant Beneficiary shall cease to have any right to be paid any amount in respect of declared and unpaid dividends on each such Exchangeable Share by Canadian Sub.

5.5 Exercise Instructions

     Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of Canadian Sub. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal office in Toronto, Ontario, or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the by-laws of Canadian Sub and such additional documents and instruments as the Trustee, Canadian Sub and Parent may reasonably require together with (a) a duly completed form of

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notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims and encumbrances, security interests or adverse claims, except as contemplated by the Shareholder Agreements, (iii) the names in which the certificates representing shares of Parent Common Stock issuable in connection with the exercise of the Exchange Right are to be issued and (iv) the names and addresses of the persons to whom such new certificates should be delivered and (b) payment (or evidence satisfactory to the Trustee, Canadian Sub and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of Canadian Sub.

5.6 Delivery of Parent Common Stock; Effect of Exercise

     Promptly after the receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to Parent, the Trustee shall notify Parent and Canadian Sub of its receipt of the same, which notice to Parent and Canadian Sub shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other persons, if any, properly designated by such Beneficiary) the number of shares of Parent Common Stock issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (less any amounts withheld pursuant to Section 5.12); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to the Trustee, Canadian Sub and Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8. Immediately upon the giving of notice by the Trustee to Parent and Canadian Sub of the exercise of the Exchange Right as provided in this Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder’s right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate free and clear of any lien, claim or encumbrance and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless the requisite number of shares of Parent Common Stock is not allotted, issued and delivered by Parent to the Trustee within five Business Days of the date of the giving of such notice by the Trustee or the balance of the purchase price, if any, is not paid by Parent on the applicable payment date therefor, in which case the rights of the Beneficiary shall remain unaffected until such shares of Parent Common Stock are so allotted, issued and delivered, and the balance of the purchase price, if any, has been paid, by Parent. Upon delivery by Parent to the Trustee of such shares of Parent Common Stock,

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and the balance of the purchase price, if any, the Trustee shall deliver shares of Parent Common Stock to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the shares of Parent Common Stock delivered to it pursuant to the Exchange Right.

5.7 Exercise of Exchange Right Subsequent to Retraction

     In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require Canadian Sub to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by Canadian Sub pursuant to Section 6.6 of the Exchangeable Share Provisions that Canadian Sub will not be permitted as a result of solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, and provided that CallRightCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to Canadian Sub pursuant to Section 6.1 of the Exchangeable Share Provisions and provided further that the Trustee has received written notice of same from Canadian Sub or Parent, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that Canadian Sub is unable to redeem. In any such event, Canadian Sub hereby agrees with the Trustee and in favour of the Beneficiary immediately to notify the Trustee of such prohibition against Canadian Sub redeeming all of the Retracted Shares and promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to Canadian Sub or to the transfer agent of the Exchangeable Shares (including a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that Canadian Sub is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5.

5.8 Stamp or Other Transfer Taxes

     Upon any transfer of Exchangeable Shares to Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Common Stock to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary of the Exchangeable Shares so transferred or in such names as such Beneficiary may otherwise direct in writing, provided such direction is received by Parent prior to the time of such shares being issued, without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of Parent, Canadian Sub or the Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer of such Exchangeable Shares to Parent or in respect of the issuance or delivery of such Parent Common Stock to such Beneficiary or any other Person including in the event that shares of Parent Common Stock are being issued or transferred in the name of a clearing service or depositary or a nominee thereof, or (b) shall have evidenced to the satisfaction of the Trustee, Parent and Canadian Sub that such taxes, if any, have been paid. For greater certainty, at any time that Exchangeable Shares are transferred, sold or otherwise disposed of to Parent under this Agreement at a time when the

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holder thereof is a person who is a non-resident of Canada for purposes of the ITA, such holder must provide Parent with a certificate issued pursuant to subsection 116(2) or 116(4) of the ITA. Such holder acknowledges and covenants that he, she or it will comply with the provisions of section 116 of the ITA and will indemnify Parent for any liability arising from the timely compliance by Parent with its obligations under section 116 of the ITA.

5.9 Notice of Insolvency Event

     As soon as practicable following the occurrence of an Insolvency Event or any event that with the giving of notice or the passage of time or both would be an Insolvency Event, Canadian Sub and Parent shall give written notice thereof to the Trustee. As soon as practicable following the receipt of notice from Canadian Sub and Parent of the occurrence of an Insolvency Event, the Trustee will mail to each Beneficiary, at the expense of Parent (such funds to be received in advance), a notice of such Insolvency Event in the form provided by Parent, which notice shall contain a brief statement of the rights of the Beneficiaries with respect to the Exchange Right.

5.10 Qualifications of Parent Common Stock

     Parent covenants that, subject to the holders of the Exchangeable Shares’ agreement not to exercise their exchange, redemption or similar rights with respect to the Exchangeable Shares unless the Exchangeable Share Registration Statement (as defined in the Westwind Capital Corporation Shareholders’ Equity Agreement, dated as of September 30, 2007, by and among Parent and the former Westwind Capital Corporation shareholders party thereto) is effective, shares of Parent Common Stock to be issued and delivered in connection with the exercise of rights of the holders of Exchangeable Shares hereunder or under the Exchangeable Share Provisions shall be (i) duly issued as fully paid and non-assessable, (ii) free and clear of any lien, claim or encumbrance, except as contemplated by the Shareholder Agreements, (iii) issued pursuant to an effective registration statement under the United States Securities Act of 1933, and the regulations and rules thereunder, as amended, and shall be registered or qualified for sale under such other securities or “blue sky” laws of such jurisdictions in the United States or Canada, in each case as and to the extent provided in the Shareholder Agreements, and (iv) listed on the principal national securities exchange on which the Parent Common Stock is then listed or traded.

5.11 Automatic Exchange on Liquidation of Parent

(a) Parent will give the Trustee written notice of each of the following events at the time set forth below:

(i) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its stockholders for the purpose of winding up its affairs, at least sixty (60) days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

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(ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Parent or to effect any other distribution of assets of Parent among its stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within thirty (30) days of becoming aware thereof.

(b)	As soon as practicable following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.11(a)(i) or 5.11(a)(ii) above, the Trustee will give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by Parent and shall include a brief description of the automatic exchange of Exchangeable Shares for shares of Parent Common Stock provided for in Section 5.11(c).
(c)	In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of shares of Parent Common Stock in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth (5th) Business Day prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all of the then outstanding Exchangeable Shares (other than those held by Parent and its Affiliates) shall be automatically exchanged for shares of Parent Common Stock. To effect such automatic exchange, Parent shall purchase on the fifth (5th) Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a purchase price per share equal to (a) the Current Market Price of a share of Parent Common Stock on the fifth (5th) Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one share of Parent Common Stock, and (b) to the extent not paid by Canadian Sub on the designated payment date therefor, an additional amount equal to and in satisfaction of the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. Parent shall provide the Trustee with an Officer’s Certificate in connection with each automatic exchange setting forth the calculation of the purchase price for each Exchangeable Share.
(d)	On the fifth (5th) Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for shares of Parent Common Stock shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate, any right of each such Beneficiary to receive declared and unpaid dividends from Canadian Sub shall be deemed to be satisfied and discharged

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and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the shares of Parent Common Stock issuable upon the automatic exchange of Exchangeable Shares for shares of Parent Common Stock and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest, less any amounts withheld pursuant to Section 5.12. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the shares of Parent Common Stock issued pursuant to the automatic exchange of Exchangeable Shares for shares of Parent Common Stock and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent shares of Parent Common Stock issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent shares of Parent Common Stock, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing shares of Parent Common Stock of which the Beneficiary is the holder.

5.12 Withholding Rights

     Parent, Canadian Sub and the Trustee shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Stock such amounts as Parent, Canadian Sub or the Trustee is required to deduct and withhold with respect to such payment under the ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. Parent, Canadian Sub and the Trustee may act and rely on the advice of external counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. In the event of any claimed over-withholding, such holder shall be limited to an action against the applicable government agencies for refund and hereby waives any claim or right of action against the Parent, Canadian Sub or Trustee on account of such withholding. To the extent that the amount so required or entitled to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent and Canadian Sub are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, Canadian Sub or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement or entitlement and Parent, Canadian Sub or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. References in this section to the ITA are to the ITA as amended from time to time.

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ARTICLE 6
RESTRICTIONS ON ISSUE OF VOTING STOCK

6.1 Issue of Additional Shares

     During the term of this Agreement, Parent will not, without the consent of the holders at the relevant time of Exchangeable Shares, given in accordance with Section 10.2 of the Exchangeable Share Provisions, issue any shares of its special voting stock in the same series as the Voting Share.

ARTICLE 7
CONCERNING THE TRUSTEE

7.1 Powers and Duties of the Trustee

     The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:

(a)	receipt and deposit of the Voting Share from Parent as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;
(b)	granting proxies and distributing materials to Beneficiaries as provided in this Agreement;
(c)	voting the Beneficiary Votes in accordance with the provisions of this Agreement;
(d)	receiving the grant of the Exchange Right and the Automatic Exchange Rights from Parent as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;
(e)	exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries shares of Parent Common Stock and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Right or pursuant to the Automatic Exchange Rights, as the case may be;
(f)	holding title to the Trust Estate;
(g)	investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement;
(h)	taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Parent and Canadian Sub under this Agreement; and

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(i) taking such other actions and doing such other things as are specifically provided in this Agreement.

     In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement.

     The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

     The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representation, warranties, covenants, agreements or conditions contained herein.

7.2 No Conflict of Interest

     The Trustee represents to Parent and Canadian Sub that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within ninety (90) days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 10. If, notwithstanding the foregoing provisions of this Section 7.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 7.2, any interested party may apply to the Ontario Superior Court of Justice for an order that the Trustee be replaced as Trustee hereunder.

7.3 Dealings with Transfer Agents, Registrars, etc.

     Parent and Canadian Sub irrevocably authorize the Trustee, from time to time, to:

(a) consult, communicate and otherwise deal with the respective registrars and transfer agents, and with any such subsequent registrar or transfer agent, of the Exchangeable Shares and Parent Common Stock; and

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(b) requisition, from time to time, (i) from any such registrar or transfer agent any information readily available from the records maintained by it which the Trustee may reasonably require for the discharge of its duties and responsibilities under this Agreement and (ii) from the transfer agent of Parent Common Stock, and any subsequent transfer agent of such shares, the share certificates issuable upon the exercise from time to time of the Exchange Right and pursuant to the Automatic Exchange Rights.

     Parent and Canadian Sub irrevocably authorize their respective registrars and transfer agents to comply with all such requests. Parent covenants that it will supply its transfer agent with duly executed share certificates for the purpose of completing the exercise from time to time of the Exchange Right and the Automatic Exchange Rights.

7.4 Books and Records

     The Trustee shall keep available for inspection by Parent and Canadian Sub at the Trustee’s principal office in Toronto, Ontario, correct and complete books and records of account relating to the Trust created by this Agreement, including all information relating to mailings and instructions to and from Beneficiaries and all transactions pursuant to the Exchange Right and the Automatic Exchange Rights. On or before January 15, 2009, and on or before January 15 in every year thereafter, so long as the Voting Share is on deposit with the Trustee, the Trustee shall transmit to Parent and Canadian Sub a brief report, dated as of the preceding December 31 with respect to:

(a)	the property and funds comprising the Trust Estate as of that date;
(b)	the number of exercises of the Exchange Right, if any, and the aggregate number of Exchangeable Shares received by the Trustee on behalf of Beneficiaries in consideration of the issuance by Parent of Parent Common Stock in connection with the Exchange Right, during the calendar year ended on such date; and
(c)	any action taken by the Trustee in the performance of its duties under this Agreement which it had not previously reported.

7.5 Income Tax Returns and Reports

     The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded. In connection therewith, the Trustee may obtain the advice and assistance of such experts or advisors as the Trustee considers necessary or advisable (who may be experts or advisors to Parent or Canadian Sub). If requested by the Trustee, Parent or Canadian Sub shall retain such experts or advisors for the purpose of providing such tax advice or assistance.

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7.6 Indemnification Prior to Certain Actions by Trustee

     The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Share pursuant to Article 4, subject to Section 7.15, and with respect to the Exchange Right pursuant to Article 5, subject to Section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5.

     None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

7.7 Action of Beneficiaries

     No Beneficiary shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this Agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Beneficiary has requested the Trustee to take or institute such action, suit or proceeding and furnished the Trustee with the funding, security or indemnity referred to in Section 7.6 and the Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Beneficiary shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken; it being understood and intended that no one or more Beneficiaries shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder or the Voting Rights, the Exchange Rights or the Automatic Exchange Rights except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Beneficiaries.

7.8 Reliance Upon Declarations

     The Trustee shall not be considered to be in contravention of any of its rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon statutory declarations, certificates, opinions or reports furnished pursuant to the provisions hereof or required by the Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder if such statutory declarations, certificates, opinions or reports comply with the provisions of Section 7.9, if applicable, and with any other applicable provisions of this Agreement.

7.9 Evidence and Authority to Trustee

     Parent and/or Canadian Sub shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by Parent and/or Canadian Sub or the Trustee under this Agreement or as a result of any

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obligation imposed under this Agreement, including in respect of the Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of Parent and/or Canadian Sub promptly if and when:

(a)	such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or
(b)	the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives Parent and/or Canadian Sub written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

     Such evidence shall consist of an Officer’s Certificate of Parent and/or Canadian Sub or a statutory declaration or a certificate made by persons entitled to sign an Officer’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement.

     Whenever such evidence relates to a matter other than the Voting Rights or the Exchange Right or the Automatic Exchange Rights or the taking of any other action to be taken by the Trustee at the request or on the application of Parent and/or Canadian Sub, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of Parent and/or Canadian Sub it shall be in the form of an Officer’s Certificate or a statutory declaration.

     Each statutory declaration, Officer’s Certificate, opinion or report furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence:

(c)	declaring that he has read and understands the provisions of this Agreement relating to the condition in question;
(d)	describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and
(e)	declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

7.10 Experts, Advisers and Agents

     The Trustee may:

(a) in relation to these presents, including without limitation in respect of Section 12.2 and Section 12.5 hereof, act and rely on the opinion or advice of or information obtained from any legal counsel, auditor, accountant, appraiser,

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valuer, engineer or other expert, whether retained by the Trustee or by Parent and/or Canadian Sub or otherwise, and may retain or employ such assistants as may be necessary to the proper discharge of its powers and duties and determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

(b) retain or employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the Trust.

7.11 Investment of Moneys Held by Trustee

     The Trustee may retain any cash balance held in connection with this Agreement and may, but need not, hold the same in its deposit department or the deposit department of one of its Affiliates; but the Trustee and its Affiliates shall not be liable to account for any profit to Canadian Sub, or Parent, or any other person or entity other than at a rate, if any, established from time to time by the Trustee or its Affiliates.

     Upon receipt of a direction from Canadian Sub, the Trustee shall invest any moneys held by it in Authorized Investments in its name in accordance with such direction. Any direction from Canadian Sub to the Trustee shall be in writing and shall be provided to the Trustee no later than 9:00 am E.S.T. on the day on which the investment is to be made. Any such direction received by the Trustee after 9:00 am E.S.T. or received on a non-business day, shall be deemed to have been given prior to 9:00 am E.S.T. next business day. For the purpose of this subsection, “Authorized Investments” means short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province or a Canadian chartered bank (which may include an Affiliate or related party of the Trustee provided that such obligation is rated at least R1 (middle) by DBRS Inc. or an equivalent rating service. In the event the Trustee does not receive a direction or only a partial direction, the Trustee may hold cash balances and may, but need not, invest same in its deposit department or the deposit department of one of its Affiliates or to any person or entity other than at a rate, if any, established from time to time by the Trustee or one of its Affiliates. For the purpose of this subsection 7.11, “Affiliate” means affiliated companies within the meaning of the OBCA; and includes Canadian Imperial Bank of Commerce, CIBC Mellon Global Securities Company and Mellon Bank, N.A. and each of their affiliates within the meaning of the OBCA.

7.12 Trustee Not Required to Give Security

     The Trustee shall not be required to give any bond or security in respect of the execution of the trusts, rights, duties, powers and authorities of this Agreement or otherwise in respect of the premises.

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7.13 Trustee Not Bound to Act on Request

     Except as in this Agreement otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of Parent and/or Canadian Sub or of the directors thereof until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Trustee to be genuine.

7.14 Authority to Carry on Business

     The Trustee represents to Parent and Canadian Sub that at the date of execution and delivery by it of this Agreement it is authorized to carry on the business of a trust company in each of the Provinces of Canada but if, notwithstanding the provisions of this Section 7.14, it ceases to be so authorized to carry on business, the validity and enforceability of this Agreement and the Voting Rights, the Exchange Right and the Automatic Exchange Rights shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within ninety (90) days after ceasing to be authorized to carry on the business of a trust company in any Province of Canada, either become so authorized or resign in the manner and with the effect specified in Article 10.

7.15 Conflicting Claims

     If conflicting claims or demands are made or asserted with respect to any interest of any Beneficiary in any Exchangeable Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Beneficiary in any Exchangeable Shares, resulting in conflicting claims or demands being made in connection with such interest, then the Trustee shall be entitled, at its sole discretion, to refuse to recognize or to comply with any such claims or demands. In so refusing, the Trustee may elect not to exercise any Voting Rights, Exchange Rights or Automatic Exchange Rights subject to such conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any Person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a)	the rights of all adverse claimants with respect to the Voting Rights, Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands have been adjudicated by a final judgment of a court of competent jurisdiction and all rights of appeal have expired; or
(b)	all differences with respect to the Voting Rights, Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Trustee shall have been furnished with an executed copy of such agreement.

     If the Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond

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or other security satisfactory to the Trustee as it shall deem appropriate to fully indemnify it as between all conflicting claims or demands.

7.16 Acceptance of Trust

     The Trustee hereby accepts the Trust created and provided for by and in this Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Beneficiaries, subject to all the terms and conditions herein set forth.

ARTICLE 8
COMPENSATION

8.1 Fees and Expenses of the Trustee

     Parent and Canadian Sub agree to pay on a joint and several basis the Trustee reasonable compensation for all of the services rendered by it under this Agreement and will reimburse the Trustee for all reasonable expenses (including, but not limited to, taxes other than taxes based on the net income of the Trustee, fees paid to legal counsel and other experts and advisors and travel expenses) and disbursements, including the reasonable cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by the Trustee in connection with its duties under this Agreement; provided that Parent and Canadian Sub shall have no obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation in which the Trustee is determined to have acted in bad faith or with negligence, recklessness or wilful misconduct.

ARTICLE 9
INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification of the Trustee

     Parent and Canadian Sub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Parent or Canadian Sub pursuant hereto.

     In no case shall Parent or Canadian Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and Canadian Sub shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and Canadian

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Sub shall be entitled to participate at their own expense in the defence and, if Parent and Canadian Sub so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to retain and employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Parent or Canadian Sub, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Parent or Canadian Sub and the Trustee shall have been advised by counsel acceptable to Parent or Canadian Sub that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Parent or Canadian Sub and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and Canadian Sub shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

9.2 Limitation of Liability

     The Trustee shall not be held liable for any loss which may occur by reason of depreciation of the value of any part of the Trust Estate or any loss incurred on any investment of funds pursuant to this Agreement, except to the extent that such loss is attributable to fraud, negligence, recklessness, wilful misconduct or bad faith on the part of the Trustee.

ARTICLE 10
CHANGE OF TRUSTEE

10.1 Resignation

     The Trustee, or any trustee hereafter appointed, may at any time resign by giving written notice of such resignation to Parent and Canadian Sub specifying the date on which it desires to resign, provided that such notice shall not be given less than thirty (30) days before such desired resignation date unless Parent and Canadian Sub otherwise agree and provided further that such resignation shall not take effect until the date of the appointment of a successor trustee and the acceptance of such appointment by the successor trustee. Upon receiving such notice of resignation, Parent and Canadian Sub shall promptly appoint a successor trustee, which shall be a corporation organized and existing under the laws of Canada and authorized to carry on the business of a trust company in all provinces of Canada, by written instrument in duplicate, one copy of which shall be delivered to the resigning trustee and one copy to the successor trustee. Failing the appointment and acceptance of a successor trustee, a successor trustee may be appointed by order of a court of competent jurisdiction upon application of one or more of the parties to this Agreement. Should the retiring Trustee apply for the appointment of a successor trustee by order of a court of competent jurisdiction it shall be at the joint and several expense of Parent and Canadian Sub.

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10.2 Removal

     The Trustee, or any trustee hereafter appointed, may (provided a successor trustee is appointed) be removed at any time on not less than thirty (30) days’ prior notice by written instrument executed by Parent and Canadian Sub, in duplicate, one copy of which shall be delivered to the trustee so removed and one copy to the successor trustee.

10.3 Successor Trustee

     Any successor trustee appointed as provided under this Agreement shall execute, acknowledge and deliver to Parent and Canadian Sub and to its predecessor trustee an instrument accepting such appointment. Thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with the like effect as if originally named as trustee in this Agreement. However, on the written request of Parent and Canadian Sub or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, Parent, Canadian Sub and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.

10.4 Notice of Successor Trustee

     Upon acceptance of appointment by a successor trustee as provided herein, Parent and Canadian Sub shall cause to be mailed notice of the succession of such trustee hereunder to each Beneficiary specified in a List. If Parent or Canadian Sub shall fail to cause such notice to be mailed within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of Parent and Canadian Sub.

ARTICLE 11
PARENT SUCCESSORS

11.1 Certain Requirements in Respect of Combination, etc.

     Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of a merger, of the continuing corporation resulting therefrom unless:

(a) such other Person or continuing corporation (herein called the “Parent Successor”), by operation of law, becomes, without further action, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the

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	assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Parent under this Agreement; and
(b)	such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Beneficiaries hereunder.

11.2 Vesting of Powers in Successor

     Whenever the conditions of Section 11.1 have been duly observed and performed, the Trustee, Parent Successor and Canadian Sub shall, if required by Section 11.1, execute and deliver the supplemental trust agreement provided for in Article 12 and thereupon Parent Successor shall possess and from time to time may exercise each and every right and power of Parent under this Agreement in the name of Parent or otherwise and any act or proceeding by any provision of this Agreement required to be done or performed by the Board of Directors of Parent or any officers of Parent may be done and performed with like force and effect by the directors or officers of such Parent Successor.

11.3 Wholly-Owned Subsidiaries

     Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent (other than CallRightCo or Canadian Sub) with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned direct or indirect subsidiary of Parent (other than CallRightCo or Canadian Sub) provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent or any other distribution of the assets of any wholly-owned direct or indirect subsidiary of Parent among such subsidiary’s stockholders or any distribution of assets of Parent among its wholly-owned direct or indirect subsidiaries, and any such transactions are expressly permitted by this Article 11.

ARTICLE 12
AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

12.1 Amendments, Modifications, etc.

     Subject to Sections 12.2, 12.4 and 14.1, this Agreement may not be amended or modified except by an agreement in writing executed by Parent, Canadian Sub and the Trustee and approved by the Beneficiaries in accordance with Section 10.2 of the Exchangeable Share Provisions.

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12.2 Ministerial Amendments

     Notwithstanding the provisions of Section 12.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement for the purposes of:

(a)	adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder;
(b)	making such provisions or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of Parent and Canadian Sub and in the opinion of the Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that such Boards of Directors and the Trustee shall be of the opinion, after consultation with their respective counsel, that such provisions or modifications will not be prejudicial to the interests of the Beneficiaries as a whole; or
(c)	making such changes or corrections which, on the advice of counsel to each of Parent, Canadian Sub and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee and the Board of Directors of each of Parent and Canadian Sub shall be of the opinion, after consultation with their respective counsel, that such changes or corrections will not be prejudicial to the interests of the Beneficiaries as a whole.

12.3 Meeting to Consider Amendments

     Canadian Sub, at the request of Parent, shall call a meeting or meetings of the Beneficiaries for the purpose of considering any proposed amendment or modification requiring approval pursuant hereto. Any such meeting or meetings shall be called and held in accordance with the by-laws of Canadian Sub, the Exchangeable Share Provisions and applicable law.

12.4 Changes in Capital of Parent and Canadian Sub

     At all times after the occurrence of any event contemplated pursuant to Section 2.6 or 2.7 of the Support Agreement or otherwise, as a result of which either Parent Common Stock or the Exchangeable Shares or both are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which Parent Common Stock or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver a supplemental trust agreement giving effect to and evidencing such necessary amendments and modifications.

12.5 Execution of Supplemental Trust Agreements

     No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time Canadian Sub (when authorized by a resolution of its Board of

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Directors), Parent (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

(a)	evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successors of any successor trustee in accordance with the provisions of Article 10;
(b)	making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, Canadian Sub, the Trustee or this Agreement; and
(c)	for any other purposes not inconsistent with the provisions of this Agreement, including to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may act on the advice of counsel), the rights of the Trustee and Beneficiaries, as a whole will not be prejudiced thereby.

ARTICLE 13
TERMINATION

13.1 Term

     The Trust created by this Agreement shall continue until the earliest to occur of the following events:

(a)	no outstanding Exchangeable Shares are held by a Beneficiary; and
(b)	each of Parent and Canadian Sub elects in writing to terminate the Trust and such termination is approved by the Beneficiaries in accordance with Section 10.2 of the Exchangeable Share Provisions.

13.2 Survival of Agreement

     This Agreement shall survive any termination of the Trust and shall continue until there are no Exchangeable Shares outstanding held by a Beneficiary; provided, however, that the provisions of Articles 8 and 9 shall survive any such termination of this Agreement.

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ARTICLE 14
GENERAL

14.1 Severability

     If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby and the agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

14.2 Inurement

     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and to the benefit of the Beneficiaries.

14.3 Notices to Parties

     All notices and other communications between the parties hereunder shall be in writing and shall be deemed to have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for such party as shall be specified in like notice):

(a) if to Parent or Canadian Sub, at:

Thomas Weisel Partners Group, Inc.
One Montgomery Street
San Francisco, California 94104
Attn: Mark P. Fisher, General Counsel

Facsimile No: (415) 364-2695

With a copy to (which shall not constitute notice):

Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, California 94303
Attn: Scott D. Miller

Facsimile No.: (650) 461-5700

(b) if to the Trustee, at:

CIBC Mellon Trust Company
320 Bay St, P O Box 1
Toronto, ON M5H 4A6

Attn: Account Manager, Client Services
Fax: 416-643-5570

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     Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof and if given by telecopy shall be deemed to have been given and received on the date of receipt thereof unless such day is not a Business Day in which case it shall be deemed to have been given and received upon the immediately following Business Day.

14.4 Notice to Beneficiaries

     Any and all notices to be given and any documents to be sent to any Beneficiaries may be given or sent to the address of such Beneficiary shown on the register of holders of Exchangeable Shares in any manner permitted by the by-laws of Canadian Sub from time to time in force in respect of notices to shareholders and shall be deemed to be received (if given or sent in such manner) at the time specified in such by-laws, the provisions of which by-laws shall apply mutatis mutandis to notices or documents as aforesaid sent to such Beneficiaries.

14.5 Counterparts

     This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

14.6 Jurisdiction

     This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

14.7 Attornment

     Each of the Trustee, Parent and Canadian Sub agrees that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of Ontario, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the non-exclusive jurisdiction of the said courts in any such action or proceeding, agrees to be bound by any judgment of the said courts and agrees not to seek, and hereby waives, any review of the merits of any such judgment by the court of any other jurisdiction.

[Signature Page Follows]

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     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THOMAS WEISEL PARTNERS GROUP, INC.
By	/s/ Mark P. Fisher
	Name:	Mark P. Fisher
	Title:	Secretary

TWP ACQUISITION COMPANY (CANADA), INC.
By	/s/ Mark P. Fisher
	Name:	Mark P. Fisher
	Title:	Secretary

CIBC MELLON TRUST COMPANY
By	/s/ Warren Jansen
	Name:	Warren Jansen
	Title:	Authorized Signatory
By	/s/ Karen Garrod
	Name:	Karen Garrod
	Title:	Authorized Signatory

EX-99.3

Exhibit 99.3

EXECUTION COPY

VOTING AND EXCHANGE TRUST SUPPLEMENT AGREEMENT

     THIS VOTING AND EXCHANGE TRUST SUPPLEMENT AGREEMENT (the “Agreement”), dated as of July 1, 2010, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Old Parent”), TWP Acquisition Company (Canada), Inc., a corporation continued under the Canada Business Corporations Act (“CBCA”) (“Canadian Sub”), Stifel Financial Corp., a Delaware corporation (“New Parent”), and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).

RECITALS

     WHEREAS, in connection with an arrangement agreement (the “Arrangement Agreement”) dated as of September 30, 2007, among Old Parent, Canadian Sub and Westwind Capital Corporation, among others, Canadian Sub issued non-voting exchangeable shares in the capital of Canadian Sub (the “Exchangeable Shares”) to certain holders of securities of Westwind Capital Corporation pursuant to the plan of arrangement contemplated by the Arrangement Agreement.

     AND WHEREAS in connection with the Arrangement Agreement, on January 2, 2008, Old Parent, Canadian Sub and the Trustee entered into a Voting and Exchange Trust Agreement (“Voting and Exchange Trust Agreement”).

     AND WHEREAS pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among New Parent, Old Parent and PTAS, Inc., a Delaware corporation and wholly-owned subsidiary of New Parent (“PTAS”), dated April 25, 2010, PTAS will merge with and into Old Parent (the “Merger”), with Old Parent surviving the Merger and becoming a wholly-owned subsidiary of New Parent.

     AND WHEREAS pursuant to the Merger and in connection with the Merger Agreement, New Parent has agreed to issue the New Voting Share (as defined herein) and execute and deliver this Agreement.

     AND WHEREAS New Parent hereby issues to and deposits with the Trustee the New Voting Share whereby the Old Voting Share (as defined herein) is released from trust and returned to Old Parent for cancellation.

     NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

     In this Agreement, the following terms shall have the following meanings:

     “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlled by, or under common control with such specified Person. The term “control” (including its correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Persons, means the possession, directly or indirectly, of the power to direct (or cause the direction) of the management and policies of such Person, whether through the ownership of voting or other securities, by contract, or otherwise;

     “Agreement” has the meaning set forth in the Preamble to this agreement;

     “Arrangement Agreement” has the meaning set forth in the Recitals to this Agreement;

     “Beneficiaries” means the registered holders from time to time of Exchangeable Shares, other than New Parent and its Affiliates;

     “Business Day” means a day other than a Saturday, Sunday or other day on which major banks located in St. Louis, Missouri or Toronto, Ontario, Canada are closed for business;

     “Canadian Sub” has the meaning set forth in the Preamble to this Agreement;

     “CBCA” means the Canada Business Corporations Act, as amended;

     “Exchangeable Share Provisions” means Schedule “1” to the Articles of Continuance of Canadian Sub, as amended and restated from time to time;

     “Exchangeable Shares” means the non-voting exchangeable shares in the capital of Canadian Sub having the rights, privileges, restrictions and conditions set out in the Exchangeable Share Provisions;

     “Governmental Entity” means any governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity;

     “Merger” has the meaning set forth in the Recitals to this Agreement;

     “Merger Agreement” has the meaning set forth in the Recitals to this Agreement;

     “New Parent” has the meaning set forth in the Preamble to this Agreement;

     “New Voting Share” means the one share of Special Voting Preferred Stock of New Parent, par value $1.00 per share, issued in its own series, which entitles the holder of record to a number of votes at meetings of holders of New Parent Common Stock equal to the number of Exchangeable Shares outstanding from time to time (other than Exchangeable Shares held by New Parent and New Parent Affiliates), which share is to be issued to, deposited with, and voted by, the Trustee as described in the Voting and Exchange Trust Agreement and herein.

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     “Old Parent” has the meaning set forth in the Preamble to this Agreement;

     “Old Voting Share” means the one share of Special Voting Preferred Stock of Old Parent, par value $0.01 per share, issued in its own series.

     “Parent Successor” has the meaning set forth in the Voting and Exchange Trust Agreement;

     “Person” means an individual, a corporation, a partnership, a limited or unlimited liability company, a trust, an unincorporated association, a Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body;

     “Trust” means the trust contemplated by this Voting and Exchange Trust Supplement Agreement;

     “Trustee” means CIBC Mellon Trust Company and, subject to the provisions of Article 10 of the Voting and Exchange Trust Agreement, includes any successor trustee or permitted assigns;

1.2 Interpretation Not Affected by Headings, etc.

     The division of this Agreement into articles, sections and other portions and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to “Article” or “section” followed by a number refers to the specified Article or section of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement, including any appendices hereto.

1.3 Rules of Construction

     In this Agreement, unless the context otherwise requires, (a) words importing the singular number include the plural and vice versa, (b) words importing any gender include all genders, and (c) “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”.

1.4 Date for any Action

     In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

ARTICLE 2
PURPOSE OF AGREEMENT

     The purpose of this Agreement is to set forth the terms of an agreement whereby New Parent will become a Parent Successor under the terms of the Voting and Exchange Trust Agreement and will assume from Old Parent all the rights and obligations of Old Parent under

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the Voting and Exchange Trust Agreement and to document the consent and agreement of the Trustee for such assumption and set forth the terms of an agreement whereby the Trustee will hold the New Voting Share in substitution and instead of the Old Voting Share in order to enable the Trustee to exercise all material rights as Trustee for and on behalf of the Beneficiaries so as to preserve and not impair in any material respect, any of the rights, duties, powers and authorities of the Trustee or the Beneficiaries following the Merger.

ARTICLE 3
ASSIGNMENT AND ASSUMPTION

3.1 Assignment by Old Parent

     Old Parent hereby assigns any and all rights, title and interest, including any obligations and liabilities for all moneys payable and property deliverable thereunder, to the Voting and Exchange Trust Agreement to New Parent and assigns all obligations to pay and deliver or cause to be delivered the same and directs New Parent to maintain all the covenants and perform all the obligations of Old Parent under the Voting and Exchange Trust Agreement.

3.2 Assumption by New Parent

     New Parent hereby agrees and accepts assumption from Old Parent of any and all rights, title and interest, including any obligations and liabilities for all moneys payable and property deliverable thereunder, of the Voting and Exchange Trust Agreement from Old Parent and assumes all obligations to pay and deliver or cause to be delivered the same and agrees and covenants with New Parent and the Trustee to perform all the covenants and obligations of Old Parent under the Voting and Exchange Trust Agreement in the name, place and stead of Old Parent. This Agreement is evidence that New Parent has agreed to act as a Parent Successor and has assumed the covenants and obligations of the Old Parent as described under section 11.1, 12.5 and 14.2, without limitation, of the Voting and Exchange Trust Agreement.

ARTICLE 4
ACKNOWLEDGEMENT

4.1 Acknowledgement of Trustee

     Upon review and consideration of this Agreement, the Trustee, in consultation with its legal counsel, hereby acknowledges and agrees that, in accordance with Section 11.1 of the Voting and Exchange Trust Agreement, the execution of this Agreement substantially preserves, and does not impair in any material respect, any rights, duties, powers and authorities of the Trustee or of the Beneficiaries thereunder or hereunder. The Trustee, in consultation with its legal counsel, further acknowledges and agrees that this Agreement is all that is reasonably necessary or advisable to evidence the assumption by New Parent, as Parent Successor, of the liability for all moneys payable and property deliverable under the Voting and Exchange Trust Agreement and to evidence the covenant of New Parent to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Old Parent under the Voting and Exchange Trust Agreement.

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ARTICLE 5
VESTING OF POWERS

5.1 Vesting of Powers in Successor

     The parties hereto acknowledge and agree that this Agreement forms a supplemental trust agreement as provided in Section 12.5 of the Voting and Exchange Trust Agreement. This Agreement evidences the succession of New Parent as Parent Successor and the convents and obligations assumed by New Parent in accordance with the provisions of Article 11 of the Voting and Exchange Trust Agreement. New Parent now possesses, and from time to time may exercise, each and every right and power of Old Parent under the Voting and Exchange Trust Agreement in the name of Old Parent or otherwise and any act or proceeding by any provision of the Voting and Exchange Trust Agreement required to be done or performed by the board of directors of Old Parent or any officers of Old Parent may now be done and performed with like force and effect by the board of directors or officers of New Parent, as the case may be.

ARTICLE 6
AMENDMENTS

6.1 Amendments, Modifications, etc.

     Subject to the provisions of the Voting and Exchange Trust Agreement and this Agreement, this Agreement may not be amended or modified except by an agreement in writing executed by New Parent, Canadian Sub and the Trustee and approved by the Beneficiaries in accordance with Section 10.2 of the Exchangeable Share Provisions, if applicable.

ARTICLE 7
TERMINATION

7.1 Term

     This Agreement shall continue until the earliest to occur of the following events:

(a)	no outstanding Exchangeable Shares are held by a Beneficiary; and
(b)	each of New Parent and Canadian Sub elects in writing to terminate the Trust and such termination is approved by the Beneficiaries in accordance with Section 10.2 of the Exchangeable Share Provisions, if applicable.

ARTICLE 8
GENERAL

8.1 Severability

     If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be

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affected or impaired thereby and the agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

8.2 Enurement

     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and to the benefit of the Beneficiaries.

8.3 Notices to Parties

     All notices and other communications between the parties hereunder shall be in writing and shall be deemed to have been given if delivered personally or by confirmed facsimile to the parties at the following addresses (or at such other address for such party as shall be specified in like notice):

(a) if to Old Parent, New Parent or Canadian Sub, at:

Stifel Financial Corp.
501 N. Broadway
St. Louis, Missouri 63102
Attention: President and Chief Executive Officer General Counsel
Fax: (314) 342-2115

With a copy to (which shall not constitute notice):

Bryan Cave LLP
One Metropolitan Square, Suite 3600
211 N. Broadway
St. Louis, Missouri 63102
Attention: Robert J. Endicott and Todd M. Kaye
Facsimile No.: (314) 259-2020

(b) if to the Trustee, at:

CIBC Mellon Trust Company
320 Bay St, P O Box 1
Toronto, ON M5H 4A6
Attn: Account Manager, Client Services
Facsimile No.: 416-643-5570

     Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof and if given by facsimile shall be deemed to have been given and received on the date of receipt thereof unless such day is not a Business Day in which case it shall be deemed to have been given and received upon the immediately following Business Day.

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8.4 Notice to Beneficiaries

     Any and all notices to be given and any documents to be sent to any Beneficiaries may be given or sent to the address of such Beneficiary shown on the register of holders of Exchangeable Shares in any manner permitted by the by-laws of Canadian Sub from time to time in force in respect of notices to shareholders and shall be deemed to be received (if given or sent in such manner) at the time specified in such by-laws, the provisions of which by-laws shall apply mutatis mutandis to notices or documents as aforesaid sent to such Beneficiaries.

8.5 Counterparts

     This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

8.6 Jurisdiction

     This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

8.7 Attornment

     Each of the Trustee, New Parent, Old Parent and Canadian Sub agrees that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of Ontario, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the non-exclusive jurisdiction of the said courts in any such action or proceeding, agrees to be bound by any judgment of the said courts and agrees not to seek, and hereby waives, any review of the merits of any such judgement by the court of any other jurisdiction.

     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Remainder of this page intentionally left blank]

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STIFEL FINANCIAL CORP.
By	/s/ James M. Zemlyak
	Name:	James M. Zemlyak
	Title:	Senior Vice President, Chief Financial Officer and Treasurer
THOMAS WEISEL PARTNERS GROUP, INC.
By	/s/ Mark Fisher
	Name:	Mark Fisher
	Title:	General Counsel
TWP ACQUISITION COMPANY (CANADA), INC.
By	/s/ Mark Fisher
	Name:	Mark Fisher
	Title:	General Counsel
CIBC MELLON TRUST COMPANY
By	/s/ Pat Lee
	Name:	Pat Lee
	Title:	Authorized Signatory
By	/s/ Karen Garrod
	Name:	Karen Garrod
	Title:	Authorized Signatory

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