Item 1.01 Entry into a Material Definitive Agreement

On November 25, 2008, the Board of Directors of Raymond James Financial, Inc. amended the Company's 2003 Employee Stock Purchase Plan, to increase by 4,000,000 shares the number of shares available for purchase under the plan. The plan is intended to qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended, and the amendment will be submitted for shareholder approval at the Company's annual meeting in February, 2008. A copy of the amendment is filed as an exhibit hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.6(ii) First Amendment to Raymond James Financial, Inc. 2003 Employee Stock Purchase Plan, filed herewith.