0001193125-04-143129 Sample Contracts

UNSECURED REVOLVING TERM NOTE
Unsecured Revolving Term Note • August 18th, 2004 • FCStone Group, Inc.

FOR VALUE RECEIVED, FCStone Group, Inc., of West Des Moines, IA (the “Borrower”), promises to pay to the order of Deere Credit, Inc., a Delaware corporation (the “Lender”), at Lender’s office at such place as Lender may designate in writing, the principal sum of Three Million and 00/100 DOLLARS ($3,000,000.00), together with interest as provided in this Note, all in lawful money of the United States of America. So long as no event of default has occurred and is continuing, the Borrower may receive advances at any time until October 1, 2006, (the “Commitment Expiration Date”), at which time no more advances may be made. Prior to the Commitment Expiration Date, amounts, which are repaid, may be readvanced. The unpaid principal balance of this promissory note (“Note”) shall bear interest (the “Effective Interest Rate”) computed upon the basis of a year of 360 days for the actual number of days elapsed in a quarter, which is equal to 2.90 percent (2.90%) (290 basis points) in excess of the

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REVOLVING SUBORDINATED LOAN AGREEMENT
Revolving Subordinated Loan Agreement • August 18th, 2004 • FCStone Group, Inc. • New York

This Revolving Subordinated Loan Agreement (the “Agreement”) is effective as of the 21st day of November, 2002 by and between Deere Credit, Inc, of Johnston, Iowa (the “Lender”), and FC Stone L.L.C., West Des Moines, Iowa (the “Borrower”), who mutually agree as follows:

MASTER LOAN AGREEMENT
Master Loan Agreement • August 18th, 2004 • FCStone Group, Inc. • Iowa

This Master Loan Agreement (the “Agreement”) is entered into as of April 15, 2002, between Deere Credit, Inc., a Delaware corporation (“Deere”) and FCStone Financial, Inc., an Iowa Corporation, with executive offices located in West Des Moines, Iowa (the “Borrower”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 18th, 2004 • FCStone Group, Inc.

AGREEMENT dated July 8, and 1996, between Farmers Commodities Corporation and Farmers Grain Dealers, Incorporated, (the “Employer”) and Steve Speck (the “Employee”).

CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Chief Executive Officer Employment Agreement • August 18th, 2004 • FCStone Group, Inc.
MASTER LOAN AGREEMENT
Loan Agreement • August 18th, 2004 • FCStone Group, Inc. • Iowa

This Master Loan Agreement (the “Agreement”) is entered into as of February 15, 2001, between Deere Credit, Inc., a Delaware corporation (“Deere”) and FC STONE, L.L.C., West Des Moines, Iowa, (the “Borrower”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 18th, 2004 • FCStone Group, Inc. • Iowa

AGREEMENT dated January 5, 2004, between FCStone Group, Inc. including but not limited to FCStone LLC, FGDI, LLC and FCStone Trading, LLC (the “Employer”) and Jeff Soman (the “Employee”).

CHANGE IN TERMS AGREEMENT REVOLVING STATUSED OPERATING NOTE
Change in Terms Agreement • August 18th, 2004 • FCStone Group, Inc.

This Change in Terms Agreement (“Agreement”) is entered into as of May 24, 2004, between Deere Credit, Inc., a Delaware corporation (“Deere”) and FCStone Financial, Inc., West Des Moines, Iowa 50266, an Iowa corporation (the “Borrower”).

FIRST AMENDMENT TO MASTER LOAN AGREEMENT
Master Loan Agreement • August 18th, 2004 • FCStone Group, Inc. • Iowa

THIS FIRST AMENDMENT TO the Master Loan Agreement is dated this 3d day of November 2003 (“Amendment Agreement”) by and between Deere Credit, Inc. (“Deere”) and FCStone Financial, Inc., an Iowa corporation (the “Borrower”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 18th, 2004 • FCStone Group, Inc.
FIRST AMENDMENT TO REVOLVING SUBORDINATED LOAN AGREEMENT
Revolving Subordinated Loan Agreement • August 18th, 2004 • FCStone Group, Inc. • Iowa

THIS FIRST AMENDMENT TO the Revolving Subordinated Loan Agreement is dated this 3rd day of November, 2003 (“Amendment Agreement”) by and between Deere Credit, Inc. (Lender) and FC Stone L.L.C. (Borrower), an Iowa Limited Liability corporation (“Borrower”).

CHANGE IN TERMS AGREEMENT UNSECURED REVOLVING TERM LOAN NOTE
Change in Terms Agreement • August 18th, 2004 • FCStone Group, Inc.

This Change in Terms Agreement (“Agreement”) is entered into as of June 28, 2004, between Deere Credit, Inc., a Delaware corporation (“Deere”) and FCStone Group, Inc., West Des Moines, Iowa 50266, an Iowa corporation (the “Borrower”).

MASTER LOAN AGREEMENT
Master Loan Agreement • August 18th, 2004 • FCStone Group, Inc. • Iowa

This Master Loan Agreement (the “Agreement”) is entered into as of November 3, 2003, between Deere Credit, Inc., a Delaware corporation (“Deere”) and FCStone Group, Inc., West Des Moines, Iowa, an Iowa Corporation (the “Borrower”).

REVOLVING STATUSED OPERATING NOTE
Revolving Credit Note • August 18th, 2004 • FCStone Group, Inc. • Iowa

FOR VALUE RECEIVED, FCStone Financial, Inc., an Iowa Corporation, of West Des Moines, Iowa (the “Borrower”), promises to pay to the order of Deere Credit, Inc., a Delaware corporation (the “Lender”), at Lender’s office at such place as Lender may designate in writing, the principal sum actually advanced from time to time in an amount up to Fifty Million and 00/100 DOLLARS ($50,000,000.00), together with interest as provided in this Note, all in lawful money of the United States of America. So long as no event of default has occurred and is continuing, the Borrower may receive advances at any time until the Due Date. All amounts, which are repaid, may be readvanced. The unpaid principal balance of this promissory note (“Note”) shall bear interest computed upon the basis of a year of 360 days for the actual number of days elapsed in a quarter, at a rate of interest (the “Effective Interest Rate”) which is determined by the collateral quality of advances requested by the Borrower as refer

FIRST AMENDMENT TO UNSECURED REVOLVING SUBORDINATED NOTE
Unsecured Revolving Subordinated Note • August 18th, 2004 • FCStone Group, Inc. • Iowa

THIS FIRST AMENDMENT TO the Unsecured Revolving Subordinated Note (the “Note”) is dated this 3d November 2003 (“Amendment Agreement”) by and between Deere Credit, Inc. (Deere) and FC Stone L.L.C. (Borrower), a Iowa Limited Liability Corporation (“Borrower”).

UNSECURED DEMAND NOTE
Unsecured Demand Note • August 18th, 2004 • FCStone Group, Inc.

This Note evidences borrowings by the Company under that certain Letter Agreement dated as of even date herewith between the Company and the Bank and this Note and the holder hereof are entitled to all the benefits provided for under the Letter Agreement, to which reference is hereby made for a statement thereof. The Company hereby waives presentment and notice of dishonor. The Company agrees to pay to the holder hereof all expenses incurred or paid by such holder, including attorney’s fees and court costs, in connection with the collection of this Note. It is agreed that this Note and the rights and remedies of the holder hereof shall be construed in accordance with and governed by the laws of Illinois.

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