(a) On August 7, 2012, the Board of Directors of the Stifel Financial Corp. (the "Company") amended and restated the Bylaws of the Company (the "Bylaws"), effective as of August 7, 2012. The Bylaws were amended primarily to (i) revise the advanced notice provisions for stockholders proposing business or nominating directors at a stockholders meeting, (ii) change the voting standards, including changing the vote in uncontested director elections from a plurality vote to one in which directors are to be elected by a majority of votes cast, and (iii) conform various provisions of the By-Laws to Delaware General Corporation Law.

In particular, the changes to the Bylaws include:

1. Establishment of new advance notice provisions and related procedural and disclosure requirements, which require advance notice of a stockholder proposing business or nominating directors in connection with annual or special meetings of stockholders, along with compliance with procedural requirements and provisions of information regarding the proposing stockholder, the proposed business, the proposing stockholder's ownership of the securities of the Company (including any derivative positions) and related information. Similar requirements are imposed on stockholders who desire to call a special meeting of stockholders.

2. An amendment which provides that general items to be voted on by the stockholders are approved by the vote of the majority of the shares voting at the meeting with respect to that particular matter, if a quorum is present. This newly added section also provides for a majority vote in uncontested director elections. In contested directors elections (i.e., the number of director nominees exceeds the number of board seats), nominees will be elected by plurality vote.

3. Amendments to provisions regarding directors, including provisions regarding who may call a special meeting and a change to the quorum requirements at board meetings.

In addition to the amendments described above, the Board also adopted clarifying and technical amendments to those and other sections of the By-Laws. The By-Laws make various procedural and other changes with respect to meetings of stockholders and directors and other matters, including changes to conform various provisions of the By-Laws to Delaware General Corporation Law.

The foregoing description of the By-Laws is a summary only and is qualified in its entirety by reference to the full and complete text of the By-laws attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.       Description of Exhibit

3.2               Amended and Restated By-Laws of Stifel Financial Corp.,
                  effective August 7, 2012