IF 0 L IE DEC 0 4 2013 0

In re FCSTONE GROUP, INC. ) Lead Case No. 08AE-CV02785 SHAREHOLDER DERIVATIVE & CLASS ) ACTION LITIGATION ) )

) This Document Related To: ) All Actions )

) ) )

)

STIPULATION OF SETTLEMENT

IN THE CIRCUIT COURT OF PLATTE COUNTY, MISSOURI

SANDRA L. DOWD Clerk of the Circuit Court Platte County, MO

Judge. Honorable Thomas Fincham

This Stipulation of Settlement, dated December 4, 2013 (the "Stipulation"), is made and

entered into by and among the following Settling Parties,' by and through their respective

counsel of record: (i) Stuart Krantz, Sewak Singh, and Michael Bogart (collectively,

"Plaintiffs"), individually and derivatively on behalf of the Settlement Class and nominal

defendant INTL FCStone Inc. ("INTL" or the "Company");2 (ii) Paul G. Anderson, Jeffrey

Soman, Stephan Gutierrez, Robert Mortenson, William J. Dunaway, Bruce Krehbiel, Jack

Friedman, Eric Parthemore, David Reinders, Brent Bunte, David Andresen, Douglas Derscheid,

Rolland Svoboda, Kenneth Hahn, Tom Leiting, Daryl Henze, and Robert V. Johnson

(collectively, the "individual Defendants"); (111) the Settlement Class, and (iv) nominal defendant

FCStone Group, Inc. ("FCStone"). This Stipulation is intended by the Settling Parties to fully,

finally, and forever resolve, discharge, and settle the Released Claims, subject to the terms and

conditions set forth herein.

I. BACKGROUND

A. Litigation History

FCStone was an integrated commodity risk management company providing risk

management consulting and transaction execution services to commercial commodity

intermediaries, end-users, and producers. The Company operated in three reportable segments:

(i) Clearing and Execution Services ("CBS"); (ii) Financial Services; and (iii) Commodity and

Risk Management Services ("C&RM").

On July 15, 2008, the Securities Class Action was filed against FCStone and certain

officers of it alleging they violated the federal securities laws by making alleged false statements

in its Second and Third Quarter 2008 quarterly reports filed on Form 10-Q which statements

1 All capitalized terms not otherwise defined are defined in section IV.1, infra.

2 The Action was initially filed on behalf of FCStone Group, Inc., which was subsequently acquired by, and became a wholly owned subsidiary of, International Assets Holding Corporation. In February 2011, pursuant to the approval of International Assets Holding Corporation's shareholders, the Company's name was changed to INTL FCStone Inc.

allegedly related to losses the Company suffered on a customer cotton trading account and the

Company's early termination of a LIBOR hedge. On August 5, 2008, plaintiff Krantz filed a

shareholder derivative action on behalf of FCStone and against certain officers and directors of

FCStone alleging breaches of fiduciary duties, waste of corporate assets, and unjust enrichment

arising from the same facts and circumstances alleged in the Securities Class Action. On May 6,

2009, plaintiff Krantz filed an amended complaint which added allegations related to FCStone's

November 3, 2008 and February 24, 2009 disclosures relating to losses it suffered which arose

from a single professional customer's energy trading account (the "Amended Complaint"). On

July 2, 2009, Defendants moved to dismiss Krantz's Amended Complaint.

That day, FCStone announced it had entered into a stock-for-stock merger agreement

with International Assets Holding Corporation and International Assets Acquisition Corporation

(collectively, "International Assets") pursuant to which upon closing, FCStone's former common

shareholders would own 47.5% of the combined entity. The transaction was valued at

approximately $130 million (the "Acquisition"). On July 7, 2009, plaintiff Krantz filed a motion

with the Court for leave to amend the Amended Complaint and the next day, he filed a derivative

and class action complaint for breach of fiduciary duty containing additional allegations that the

Individual Defendants failed to both properly inform shareholders about material information

and to maximize stockholder value in connection with the proposed acquisition. These filings

mooted Defendants' July 2, 2009 motion to dismiss the Amended Complaint.

On July 8, 2009, plaintiffs Singh and Bogart filed a class action complaint against

FCStone, its Board of Directors, and certain executives seeking equitable relief for their alleged

breaches of fiduciary duty and other violations of state law arising out of their alleged attempt to

sell FCStone to International Assets at an allegedly unfair price and by means of an allegedly

unfair process.

On September 3 and September 9, 2009, the Court heard oral argument on the two

separate motions for expedited proceedings in anticipation of their filing a motion to

preliminarily enjoin the shareholder vote on the Acquisition which counsel for Krantz and

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counsel for Singh and Bogart had previously filed. The Court preliminarily denied the motions

on September 3, 2009 and after full hearing on September 9, 2009, the Court issued its written

order denying these motions. On September 25, 2009, FCStone shareholders voted in favor of

the Acquisition, and the Acquisition was consummated on October 1, 2009. In connection with

the Acquisition, FCStone shareholders received 0.29650 shares of International Assets' common

stock for each share of FCStone common stock, and FCStone became a wholly-owned subsidiary

of International Assets.

Counsel for plaintiffs Krantz, Singh, and Bogart and counsel for Defendants thereafter

stipulated to consolidation of the shareholder actions and the appointment of lead counsel, and

the Court entered the consolidation and lead structure order on November 13, 2009. Thereafter,

on January 8, 2010, Plaintiffs filed their third complaint in this action, a Verified Consolidated

Shareholder Derivative and Class Action Complaint for Breach of Fiduciary Duty, Waste of

Corporate Assets, and Unjust Enrichment ("CAC").

On February 23, 2010, the Defendants filed separate motions to dismiss the CAC, the

third complaint filed in this action. Plaintiffs filed an omnibus opposition to the motions to

dismiss on April 8, 2010, and filed a supplemental opposition to the Individual Defendants'

motion to dismiss on September 30, 2010. Defendants replied on October 29, 2010 and

November 1, 2010. While these motions were pending, the Delaware Supreme Court accepted

certification of a question from the U.S. District Court for the Southern District of New York

which the parties to this action believed would likely resolve a potentially dispositive issue in

this Action. Accordingly, at the parties' request, this Court stayed the Action until after the

Delaware Supreme Court issued its ruling. Following the Delaware Supreme Court's ruling, the

parties submitted supplemental briefing on its impact in this Action.

On November 16, 2010, the Federal Court granted and denied in part defendants' motion

to dismiss the Securities Class Action, finding that the only one of the three alleged

misrepresentations. The alleged misrepresentation that survived dismissal was related to

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FCStone's November 3, 2008 public disclosure of its estimated losses on the energy trading

account.

On July 26, 2011, Plaintiffs filed a notice of supplemental fact and authority in support of

the omnibus opposition to Defendants' motions to dismiss to inform the Court of the creation of a

special committee by INTL to conduct an investigation into losses associated with the energy

trading account. On March 14, 2012, INTL announced that the SEC had determined to close its

previously disclosed formal investigation of FCStone's statements regarding the energy trading

account and to not file charges against FCStone or any other person. INTL's Special Committee

also concluded its investigation finding no wrong doing by FCStone or any of its former

directors and officers (some of whom were then current officers and/or directors of the

Company).

The Court has not ruled on the pending motions to dismiss the CAC.

B. Settlement Efforts

On February 10, 2012, the Federal Court granted in part the plaintiffs' motion for

certification of a class in the Securities Class Action which was limited to persons who

purchased FCStone securities between November 3, 2008 through and including February 24,

2009. The parties to the Securities Class Action and this Action thereafter agreed to engage in a

joint mediation of both actions.

On April 13, 2012, the parties to the Securities Class Action and this Action attended an

all-day, in-person formal mediation at the offices of Irell & Manella, LLP in Newport Beach,

California, presided over by former United States District Judge Layn R. Phillips ("Judge

Phillips"). Shortly after the joint mediation session, the parties in the Securities Class Action

agreed to a settlement of the claims raised. While the Settling Parties to this Action were unable

to reach a satisfactory resolution at the mediation session, they did make substantial progress in

negotiating reforms. Following the mediation, the Settling Parties continued arm's-length

settlement negotiations over the following several months with the assistance of Judge Phillips,

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and reached an agreement in principle to resolve the Action on the terms and conditions set forth

herein.

II. PLAINTIFFS' CLAIMS AND THE BENEFITS OF SETTLEMENT

Plaintiffs have engaged in substantial and thorough fact investigation, careful analysis of

applicable law, and extensive motions practice, including: (i) reviewing FCStone's press releases,

public statements, SEC filings, and securities analysts' reports and advisories about the

Company; (ii) reviewing media reports about the Company; (iii) researching the applicable law

with respect to the claims alleged in the Action and the potential defenses thereto; (iv) preparing

and filing complaints, including the Amended Complaint and controlling CAC; (v) conducting

comprehensive damages analyses; (vi) drafting and filing the omnibus opposition to the

Individual Defendants' and nominal defendants, FCStone's and INTL's motions to dismiss the

CAC, as well as a supplemental opposition to the Individual Defendants' motion to dismiss;

(vii) reviewing and analyzing the relevant pleadings in the Securities Class Action, including

briefing related to the defendants' motion to dismiss, the Federal Court's order partially granting

the motion to dismiss, and the Federal Court's order certifying a class beginning on November 3,

2008 instead of the earlier April 14, 2008 date plaintiffs sought, the result of which was a

substantial limiting of plaintiffs' potential damages; (viii) drafting requests for production of

documents and interrogatories; (ix) researching relevant corporate governance best practices and

critically evaluating FCStone and INTL's governance structures and policies, and (x) negotiating

the Settlement with Defendants, including participating in a day-long, in-person formal

mediation, and several follow-up settlement negotiations.

Based on their investigation, Plaintiffs believe that the Action has substantial merit, and

Plaintiffs' entry into this Stipulation is not intended to be and shall not be construed as an

admission or concession concerning the relative strength or merit of the claims alleged in the

Action. However, Plaintiffs and Plaintiffs' Counsel recognize and acknowledge the significant

risk, expense, and length of continued proceedings necessary to prosecute the Action against the

Individual Defendants through trial and through possible appeals. Plaintiffs' Counsel also have

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taken into account the results of the SEC's investigation, the Special Committee's investigation

and the uncertain outcome and the risk of any litigation, especially in complex cases such as the

Action, as well as the difficulties and delays inherent in such litigation. Plaintiffs' Counsel are

also mindful of the inherent problems of establishing demand futility, personal jurisdiction over

INTL, and the possible defenses to the claims alleged in the Action.

Based on Plaintiffs' Counsel's thorough review and analysis of the relevant facts,

allegations, defenses, and controlling legal principles, Plaintiffs' Counsel believe that the

Settlement set forth in this Stipulation is fair, reasonable, and adequate, and confers substantial

benefits upon INTL and its shareholders. Based upon Plaintiffs Counsel's evaluation, Plaintiffs

have determined that the Settlement is in the best interests of INTL, Current INTL Shareholders,

and the Settlement Class, and have agreed to settle the Action upon the terms and subject to the

conditions set forth herein.

III. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

The Individual Defendants have denied and continue to deny that they have committed,

threatened, or attempted to commit, any violations of law or breached any duty owed to

Plaintiffs, the Settlement Class, FCStone, INTL, or its shareholders. Nominal defendant INTL

has moved to dismiss the Action, arguing the Court does not possess personal jurisdiction over it,

and it continues to maintain this position, and nominal defendants FCStone and INTL also have

denied and continue to deny that the respective board of directors of each were incapable of

deciding impartially a pre-suit demand, if Plaintiffs had made one, i.e., the nominal defendants

deny that a demand made upon them would have been futile. Without admitting the validity of

any allegations made in the Action, or any liability with respect thereto, the nominal defendants

and the Individual Defendants have concluded that it is desirable that the claims asserted in the

Action be settled on the terms reflected in this Stipulation. The Individual Defendants, FCStone,

and INTL are entering into this Stipulation because it will eliminate the uncertainty, distraction,

disruption, burden, risk, and expense of further litigation. Entering into this Stipulation,

however, shall not be construed as an admission or concession concerning the relative strength or

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merits of the Defendants' multiple factual and legal defenses to the claims alleged in the Action.

Further, the Individual Defendants, and nominal defendants FCStone and INTL acknowledge

that the Settlement confers substantial benefits on INTL and is fair, reasonable, adequate, and in

the best interests of INTL and its shareholders.

Neither this Stipulation, nor any of its terms or provisions, nor entry of the Judgment, nor

any document or exhibit referred or attached to this Stipulation, nor any action taken to carry out

this Stipulation, is, may be construed as, or may be used as evidence of the validity of any of the

Released Claims or an admission by or against the Individual Defendants of any fault,

wrongdoing, or concession of liability.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among

the Settling Parties herein, in consideration of the benefits flowing to the Settling Parties from

the Settlement, and subject to the approval of the Court pursuant to Missouri Supreme Court

Rules 52.08 and 52.09, that the claims asserted in the Action, shall be finally and fully

compromised, settled, and released, and the Action shall be dismissed with prejudice, upon and

subject to the terms and conditions of this Stipulation, as set forth below.

1. Definitions

As used in this Stipulation, the following terms have the meanings specified below:

1.1 "Action" means the consolidated shareholder derivative and putative class action,

captioned In re FCStone Group, Inc. Shareholder Derivative & Class Action Litigation, Lead

Case No. 08AE-CV02785 (Circuit Court of Platte County, Missouri).

1.2 "Court" means the Circuit Court of Platte County, Missouri.

1.3 "Current INTL Shareholders" means any Persons who owned INTL common

stock as of the date of the execution of the Stipulation and who continue to hold their INTL

common stock as of the date of the final settlement approval hearing, excluding the Individual

Defendants, the officers and directors of INTL, members of their immediate families, and their

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legal representatives, heirs, successors, or assigns, and any entity in which Individual Defendants

have or had a controlling interest.

1.4 "Defendants" means, collectively, nominal defendants INTL and FCStone and the

Individual Defendants.

1.5 "Derivative Claims" means the claims asserted in Counts I through IV of the CAC

filed in the Action, including but not limited to (i) the CAC allegations that beginning in

November 2007, each of the Individual Defendants breached their fiduciary duties to FCStone

and (ii) the CAC prayers for relief relating to Counts I through IV and the derivative allegations.

1.6 "Direct Claims" means the claims asserted in Counts V and VI of the CAC,

including, but not limited to, the CAC prayers for relief relating to Counts V and VI.

1.7 "Effective Date" means the date by which the events and conditions specified in

paragraph 6.1 of this Stipulation have been met and have occurred.

1.8 "FCStone" means nominal defendant FCStone Group, Inc. which became a

wholly owned subsidiary of INTL on October 1, 2009, the date on which the Acquisition became

effective.

1.9 "Federal Court" means the U.S. District Court in the Western District of Missouri.

1.10 "Final" means the date upon which the last of the following shall occur with

respect to the Judgment approving this Stipulation, substantially in the form of Exhibit D

attached hereto: (1) the expiration of the time to file a notice of appeal from the Judgment; (2) if

an appeal has been filed, the court of appeals has either affirmed the Judgment or dismissed that

appeal and the time for any reconsideration or further appellate review has passed; or (3) if a

higher court has granted further appellate review, that court has either affirmed the underlying

Judgment or affirmed the court of appeal's decision affirming the Judgment or dismissing the

appeal. An "appeal" shall not include any appeal that concerns only the issue of attorneys' fees

and expenses or the incentive awards. Any proceeding or order, or any appeal or petition for a

writ of certiorari pertaining solely to the application for attorneys' fees and expenses, or the

incentive awards shall not in any way delay or preclude the Judgment from becoming Final.

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1.11 "Individual Defendants" means Paul G. Anderson, Jeffrey Soman, Stephan

Gutierrez, Robert Mortenson, William J. Dunaway, Bruce ICrehbiel, Jack Friedman, Eric

Parthemore, David Reinders, Brent Bunte, David Andresen, Douglas Derscheid, Rolland

Svoboda, Kenneth Hahn, Tom Leiting, Daryl Henze, and Robert V. Johnson.

1.12 "INTL" or the "Company" means nominal defendant INTL FCStone Inc., a

Delaware corporation, and its affiliates, subsidiaries, predecessors, successors, and assigns.

1.13 "Judgment" means the Order of Dismissal with Prejudice and Final Judgment to

be rendered by the Court, substantially in the form attached hereto as Exhibit D.

1.14 "Person" means an individual, corporation, limited liability corporation,

professional corporation, partnership, limited partnership, limited liability partnership,

association, joint stock company, estate, legal representative, trust, unincorporated association,

government, or any political subdivision or agency thereof and any business or legal entity and

their spouses, heirs, predecessors, successors, representatives, or assignees.

1.15 "Plaintiffs" means, collectively, Stuart Krantz, Sewak Singh, and Michael Bogart,

on behalf of themselves, directly on behalf of the Settlement Class, and derivatively on behalf of

nominal defendants FCStone and INTL.

1.16 "Plaintiffs' Counsel" means Robbins Arroyo LLP, Steuve Siegal Hanson LLP,

Levi & Korsinsky, LLP, and Troppito + Miller, LLC.

1.17 "Related Persons" means each of the Individual Defendants and their past or

present agents, officers, directors, attorneys, accountants, auditors, advisors, insurers, co-

insurers, reinsurers, spouses, immediate family members, heirs, executors, personal

representatives, estates, administrators, trusts, predecessors, successors, and assigns or other

individual or entity in which any Individual Defendant or INTL has a controlling interest, and

each and all of their respective past and present officers, directors, employees, agents, affiliates,

parents, subsidiaries, divisions, attorneys, accountants, auditors, advisors, insurers, co-insurers,

re-insurers, heirs, executors, personal representatives, estates, administrators, trusts,

predecessors, successors, and assigns.

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1.18 "Released Claims" shall collectively mean any and all claims, demands, rights,

actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits,

attorneys' fees, costs, expenses, matters and issues known or unknown, contingent or absolute,

suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or

unmatured, accrued or unaccrued, apparent or unapparent, whether or not concealed or hidden,

through the Effective Date under any law governing the Action, or for any remedy whether at

equity or law (collectively, the "Claims"), whether factual or legal, that were, or could have been

asserted against any one or more of the Released Persons in the Action, including but not limited

to any such Claims:

(i) that were or could have been asserted against any of the Released Persons

in the Derivative Claims or by any INTL shareholder (claiming in the right of, or on behalf of,

the Company) or by INTL and, by operation of the Judgment, INTL and any such INTL

shareholder (claiming in the right of, or on behalf of, the Company) shall have waived any and

all provisions, rights and benefits conferred by any law of any state or territory of the United

States, or principle of common law, which is similar, comparable or equivalent to California

Civil Code section 1542 (see paragraph 1.26 below), and/or

(ii) that were or could have been asserted against any of the Released Persons

in the Direct Claims by Plaintiffs or any Settlement Class Member and, by operation of the

Judgment, Plaintiffs and each Settlement Class Member shall have waived any and all

provisions, rights and benefits conferred by any law of any state or territory of the United States,

or principle of common law, which is similar, comparable or equivalent to California Civil Code

section 1542 (see paragraph 1.26 below). Excluded from the term "Released Claims" are all

claims alleged in the Securities Class Action and claims to enforce the Settlement.

1.19 "Released Persons" means collectively, FCStone, INTL, and each of the

Individual Defendants and each of their Related Persons. "Released Person" means,

individually, any of the Released Persons.

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1.20 "Releasing Parties" means Plaintiffs (individually, directly, and derivatively on

behalf of INTL and/or FCStone), any other Person who (i) is a Settlement Class Member, or (ii)

owned or acquired shares of INTL common stock on or before January 8, 2010 and who has held

such shares continuously through and including the date of the Judgment, and (iii) Plaintiffs'

Counsel. "Releasing Party" means, individually, any of the Releasing Parties.

1.21 "Securities Class Action" means the securities class action, filed in the Federal

Court, captioned Luman v. Anderson, No. 4:08-cv-514 (W.D. Mo. filed July 15, 2008).

1.22 "Settlement" means the settlement and compromise of the Action as provided for

herein.

1.23 "Settlement Class" means, collectively, a non-opt-out, Court certified settlement

class consisting of all record and beneficial holders of the common stock of FCStone and their

successors in interest and transferees, immediate and remote, at any time during the period

beginning on and including July 2, 2009 through and including October 1, 2009, the date of the

consummation of the merger; provided, however, that Defendants, their immediate family

members, their directors or partners, their direct or indirect parent or subsidiary entities, or any

person or entity over whom or which any Defendant exercises sole or exclusive control shall be

excluded from the Settlement Class. "Settlement Class Member" means an individual member

of the Settlement Class.

1.24 "Settlement Hearing" means the hearing or hearings at which the Court will

review the adequacy, fairness, and reasonableness of the Settlement.

1.25 "Settling Parties" means, collectively, each and all of the Plaintiffs (on behalf of

themselves, directly on behalf of the Settlement Class, and derivatively on behalf of FCStone and

INTL) and Defendants. "Settling Party" means, individually, any of the Settling Parties.

1.26 "Unknown Claims" means any Released Claim(s) which any of the Settling

Patties (Plaintiffs or Defendants) do not know of or suspect to exist in his, her, or its favor at the

time of the release of the Released Persons. With respect to any and all Released Claims, the

Settling Parties agree that upon the Effective Date, the Settling Parties expressly waive the

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provisions, rights, and benefits conferred by or under California Civil Code section 1542, or any

other law of the United States or any state or territory of the United States, or principle of

common law, which is similar, comparable, or equivalent to section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Settling Parties acknowledge that they may hereafter discover facts in addition to, or

different from, those now known or believed to be true by them, with respect to the subject

matter of the Released Claims, but it is the intention of the Settling Parties to completely, fully,

finally, and forever compromise, settle, release, discharge, and extinguish any and all Released

Claims, known or unknown, suspected or unsuspected, contingent or absolute, accrued or

unaccrued, apparent or unapparent, whether or not concealed or hidden, and for any remedy

whether at equity or law, which do now exist, or heretofore existed, or may hereafter exist, and

without regard to the subsequent discovery of additional or different facts. The Settling Parties

acknowledge that the foregoing waiver was separately bargained for and is a key element of this

Stipulation of which this release is a part.

2. Terms of the Settlement

2.1 Within five (5) business days before final approval is submitted to the Court,

Plaintiffs' Counsel shall provide counsel to the Individual Defendants with declarations from

Plaintiffs attesting that each Plaintiff has continuously owned the INTL stock he held on January

8, 2010, the date they filed the verified CAC and that at least one Plaintiff is a member of the

Settlement Class as defined in ¶1.23.

2.2 As a result of the filing, prosecution, and settlement of the Action, INTL shall,

within thirty (30) calendar days after the Judgment becomes final, formally express and/or

implement and maintain in substance the corporate governance reforms, additions, amendments,

or formalizations identified in Exhibit A (the "Corporate Governance Policies") attached hereto

for a period of no less than four (4) years. INTL acknowledges and agrees that the Corporate

Governance Policies are significant and extensive and confer significant benefits upon INTL and

its shareholders. INTL and the Individual Defendants also acknowledge that the prosecution and

settlement of the Action was a factor in their decision to adopt and/or implement and maintain

the Corporate Governance Policies set forth in Exhibit A.

3. Class Certification, Approval, and Notice

3.1 Promptly after execution of this Stipulation, the Settling Parties shall submit this

Stipulation together with its exhibits to the Court and Plaintiffs shall apply for entry of an order

(the "Preliminary Approval Order"), substantially in the form of Exhibit B attached hereto,

requesting: (i) preliminary approval of the Settlement set forth in this Stipulation; (n)

certification of the Settlement Class, for settlement purposes only; (iii) approval of the form,

content, and manner of providing notice of the Settlement; and (iv) a date for the Settlement

Hearing.

3.2 Notice to the Settlement Class shall consist of the Notice of Pendency and

Proposed Settlement of Shareholder Derivative and Class Action ("Notice"), which includes the

general terms of the Settlement set forth in this Stipulation and the date of the final Settlement

Hearing, substantially in the form attached hereto as Exhibit C.

3.3 The Settling Parties shall jointly undertake the administrative responsibility for

giving notice to the Settlement Class. Defendants shall be responsible for paying the costs and

expenses related to providing such notice to its shareholders for the first $20,000 in incurred

costs and expenses. Plaintiffs shall be responsible for paying the costs and expenses amount

above the first $20,000 in incurred costs and expenses. Within ten (10) calendar days after entry

of the Preliminary Approval Order, Robbins Arroyo LLP shall post copies of the Notice and

Stipulation on its website. If additional notice is required by the Court, then the cost and

administration of such additional notice will be borne by Plaintiffs. The Settling Parties believe

the content and manner of the Notice, as set forth in Exhibit C and this paragraph, constitutes

adequate and reasonable notice to INTL shareholders pursuant to applicable law and due process.

At least seven (7) calendar days prior to the Settlement Hearing, Plaintiffs' Counsel shall serve

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on counsel in the Action and file with the Court an appropriate affidavit or declaration with

respect to filing and posting the Notice.

3.4 Pending the Court's determination as to final approval of the Settlement, Plaintiffs

are barred and enjoined from commencing, prosecuting, instigating, or in any way participating

in the commencement or prosecution of any action asserting any Released Claim against any of

the Released Persons.

4. Attorneys' Fees and Reimbursement of Expenses

4.1 In recognition of the benefits conferred upon INTL as a direct result of the

prosecution and Settlement of the Action, IN It's board of directors has agreed to pay and/or

cause their insurers to pay Plaintiffs' attorneys' fees and expenses in the agreed-to amount of

$500,000, subject to Court approval (the "Fee and Expense Amount"). The Fee and Expense

Amount shall constitute final and complete payment for Plaintiffs' attorneys' fees and expenses

that have been incurred or will be incurred in connection with the Action. The Fee and Expense

Amount shall be funded to Robbins Arroyo LLP as receiving agent for Plaintiffs' Counsel within

twenty (20) business days of the entry of the Preliminary Approval Order and shall be

immediately releasable upon the entry of the Judgment.

4.2 The Settling Parties further stipulate that Plaintiffs' Counsel may apply to the

Court for Incentive Awards of up to $10,000 for each of the Plaintiffs, only to be paid upon

Court approval, in recognition of Plaintiffs' participation and effort in the prosecution of the

Action (the "Incentive Awards"). The failure of the Court to approve any requested incentive

award, in whole or in part, shall have no effect on the Settlement set forth in this Stipulation.

The Incentive Awards, if approved by the Court, shall be paid to Plaintiffs from the Fee and

Expense Amount. Defendants shall not be liable for any portion of the Incentive Awards.

4.3 In the event that the Judgment fails to become Final as defined in paragraph 1.10

herein, then it shall be the obligation of Plaintiffs' Counsel to make appropriate refunds or

repayments of the Fee and Expense Amount previously paid, proportionately to the entities that

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paid such amount(s), within fifteen business days from receiving notice from Defendants'

counsel or from a court of appropriate jurisdiction.

5. Releases and Bar

5.1 Upon the Effective Date, the Releasing Parties shall be deemed to have, and by

operation of the Judgment shall have, fully, finally, and forever released, relinquished, and

discharged the Released Claims (including Unknown Claims) against the Released Persons and

any and all claims arising out of, relating to, or in connection with the defense, settlement, or

resolution of the Action against the Released Persons. Nothing herein shall in any way impair or

restrict the rights of any Settling Party to enforce the terms of this Stipulation.

5.2 Upon the Effective Date, each of the Defendants shall be deemed to have, and by

operation of the Judgment shall have, fully, finally, and forever released, relinquished, and

discharged the Released Claims (including Unknown Claims) against the Plaintiffs, Plaintiffs'

Counsel, and any and all claims arising out of, relating to, or in connection with the institution,

prosecution, assertion, settlement, or resolution of the Action against Plaintiffs and Plaintiffs'

Counsel. Nothing herein shall in any way impair or restrict the rights of any Settling Party to

enforce the terms of this Stipulation.

5.3 Upon the Effective Date, INTL and INTL shareholders, on behalf of themselves

and/or itself and each of their/its predecessors, successors, parents, subsidiaries, affiliates,

custodians, agents, assigns, representatives, heirs, estates, executors, trusts, trustees, trust

beneficiaries, administrators, spouses, marital communities, and immediate family members,

shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever

released, relinquished, and discharged all Released Claims and will be forever barred and

enjoined from commencing, instituting, or prosecuting any of the Released Claims. Nothing

herein shall in any way impair or restrict the rights of any Settling Party to enforce the terms of

this Stipulation.

5.4 Upon the Effective Date, each of the Individual Defendants shall be deemed to

have, and by operation of the Judgment shall have, fully, finally, and forever released,

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relinquished, and discharged INTL and INTL shareholders from all claims or demands relating

to or arising out of, or connected with the institution, prosecution, assertion, settlement, or

resolution of the Derivative Claims, Direct Claims, and/or the Released Claims. Nothing herein

shall in any way impair or restrict the rights of any Settling Party to enforce the terms of this

Stipulation.

6. Conditions of Settlement; Effect of Disapproval, Cancellation, or Termination

6.1 The Effective Date of this Stipulation shall be conditioned on the occurrence of

all of the following events:

a. The Court has entered the Preliminary Approval Order, as required by

paragraph 3.1 hereof, substantially in the form of Exhibit B attached hereto;

b. approval of the Settlement and approval of the method of providing the

Notice to Current INTL Shareholders and the Settlement Class, and following the dissemination

of the Notice to the Settlement Class, as set forth in paragraphs 3.2 and 3.3;

c. entry of the Judgment, in all material respects in the form set forth as

Exhibit D annexed hereto, approving the Settlement without awarding costs to any party, except

as provided herein;

d. the payment of the Fee and Expense Amount in accordance with

paragraph 4; and

e. the passing of the date upon which the Judgment becomes Final.

6.2 If any of the conditions specified above in paragraph 6.1 are not met, then this

Stipulation shall be canceled and terminated in accordance with the conditions set forth in

paragraph 6.3, unless counsel for the Settling Parties mutually agree in writing to proceed with

this Stipulation.

6.3 If for any reason the Effective Date of this Stipulation does not occur, or if this

Stipulation is in any way canceled, terminated, or fails to become Final in accordance with its

terms: (a) all Settling Parties and Released Persons shall be restored to their respective positions

-16-

in the Action as of the date of execution of this Stipulation, including but not limited to INTL's

limited consent to the Court's personal jurisdiction over it to effectuate the Settlement; (b) all

releases delivered in connection with this Stipulation shall be null and void, except as otherwise

provided for in this Stipulation; (c) the Fee and Expense Amount paid to Plaintiffs' Counsel shall

be refunded and returned as provided for above in paragraph 4.3; and (d) all negotiations,

proceedings, documents prepared, and statements made in connection herewith shall be without

prejudice to the Settling Parties, shall not be deemed or construed to be an admission by any

Settling Party of any act, matter, or proposition, and shall not be used in any manner for any

purpose in the Action, any subsequent proceeding or in any other action or proceeding. In such

event, the terms and provisions of this Stipulation shall have no further force and effect with

respect to the Settling Parties and shall not be used in the Action or in any other proceeding for

any purpose.

7. Bankruptcy

7.1 In the event any proceedings by or on behalf of INTL, whether voluntary or

involuntary, are initiated under any chapter of the United States Bankruptcy Code, including any

act of receivership, asset seizure, or similar federal or state law action ("Bankruptcy

Proceedings"), the Settling Parties agree to use their reasonable best efforts to obtain all

necessary orders, consents, releases, and approvals for effectuation of this Stipulation and Court

approval of the Settlement in a timely and expeditious manner. By way of example only, the

Settling Parties agree to cooperate in making applications and motions to the bankruptcy court

for relief from any stay, approval of the Settlement, authority to release funds, authority for the

Defendants' insurer(s) to disburse insurance proceeds consistent with this Stipulation, authority

to release claims and indemnify officers and directors, and authority for the Court to enter all

necessary orders and judgments, and any other actions reasonably necessary to effectuate the

terms of the Settlement.

7.2 If any Bankruptcy Proceedings by or on behalf of INTL are initiated prior to the

payment of the Fee and Expense Amount, the Settling Parties shall agree to seek an order from

- 17-

the bankruptcy court presiding over such Bankruptcy Proceedings: (i) either lifting the automatic

stay for the limited purpose of authorizing such payment, or finding that the payment of the Fee

and Expense Amount by the Defendants and/or their insurers under their respective policies or

related compromise of coverage does not violate the automatic stay; and (ii) finding that the

payment of the Fee and Expense Amount by the Defendants and/or their insurers under their

respective policies or related compromise of coverage does not constitute a preference, voidable

transfer, fraudulent transfer, or similar transaction. In addition, in the event of any Bankruptcy

Proceedings by or on behalf of INTL, the Settling Parties agree that all dates and deadlines in the

Action, if any, or any dates and deadlines associated with the appeal of the Action, if any, will be

extended for such periods of time as are necessary to obtain necessary orders, consents, releases,

and approvals from the bankruptcy court to carry out the terms and conditions of the Settlement.

8. Miscellaneous Provisions

8.1 The Settling Parties: (a) acknowledge that it is their intent to consummate this

Stipulation; and (b) agree to act in good faith and cooperate to take all reasonable and necessary

steps to expeditiously implement the terms and conditions of this Stipulation.

8.2 In the event that any part of the Settlement is found to be unlawful, void,

unconscionable, or against public policy by a court of competent jurisdiction, the remaining

terms and conditions of the Settlement shall remain intact.

8.3 The Settling Parties intend this Settlement to be a final and complete resolution of

all disputes between them with respect to the Action. The Settlement comprises claims that are

contested and shall not be deemed an admission by any Settling Party as to the merits of any

claim, allegation, or defense. The Settling Parties and their respective counsel agree that at all

times during the course of the litigation, each has complied with the requirements of the

applicable laws and rules of the Court, including, without limitation, Missouri Rule of Civil

Procedure 55.03 and Federal Rule of Civil Procedure 11.

8.4 This Stipulation may be modified or amended only by a writing signed by the

Settling Parties.

- 18 -

8.5 This Stipulation shall be deemed drafted equally by all the Settling Parties hereto.

8.6 No representations, warranties, or inducements have been made to any of the

Settling Parties concerning this Stipulation or its exhibits other than the representations,

warranties, and covenants contained and memorialized in such documents.

8.7 This Stipulation and the exhibits attached hereto constitute the entire agreement

among the Settling Parties with respect to the subject matter hereof and supersede all prior and

contemporaneous oral and written agreements and discussions.

8.8 Each counsel or other individual executing this Stipulation or its exhibits on

behalf of any of the Settling Parties hereby warrants that such individual has the full authority to

do so.

8.9 The exhibits to this Stipulation are material and integral parts hereof and are fully

incorporated herein by this reference.

8.10 In the event that there exists a conflict or inconsistency between the terms of this

Stipulation and the terms of any exhibit hereto, the terms of this Stipulation shall prevail.

8.11 This Stipulation may be executed in one or more counterparts, including by

signature transmitted by facsimile or e-mailed PDF files. Each counterpart, when so executed,

shall be deemed to be an original, and all such counterparts together shall constitute the same

instrument.

8.12 This Stipulation shall be considered to have been negotiated, executed and

delivered, and to be wholly performed, in the State of Missouri, and the rights and obligations of

the parties to this Stipulation shall be construed and enforced in accordance with, and governed

by, the internal, substantive laws of the State of Missouri without giving effect to that State's

choice of law principles.

8.13 The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of this Stipulation, and the Settling Parties and their counsel submit to

the jurisdiction of the Court solely for purposes of implementing and enforcing the Settlement

embodied in this Stipulation.

-19-

IN WITNESS WHEREOF, the Settling Parties have caused this Stipulation to be

executed by their duly authorized attorneys.

Dated: ,2013 TROPPITO + MILLER, LLC TONY R. ER

TONY '.MILLER (Mo Bar # 50896)

105 East Fifth Street, Suite 500 Kansas City, MO 64106 Telephone: (816) 221-6006 Facsimile: (816) 221-6446

iaison Counsel fOr Plaintit1s

ROBBINS ARROYO LLP BRIAN J. ROBBINS GEORGE C. AGUILAR 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990 Facsimile- (619) 525-3991

Lead Counsel for Plaintiffs

STUEVE SIEGEL HANSON LLP NORMAN E. SIEGEL 460 Nichols Road, Suite 200 Kansas City, MO 64112 Telephone: (816) 714-7110 Facsimile. (816) 714-7101

LEVI & KORSINSKY, LLP JOSEPH E. LEVI SHANE T. ROWLEY 30 Broad Street, 24th Floor New York, NY 10004 Telephone: (212) 363-7500 Facsimile: (212) 367-2510

Co-Counsel for Plaintiffs

Dated: , 2013 STINSON MORRISON HECKER LLP DOUGLAS Y. CURRAN

(— DOUGLAS . CU N (Mo Bar #28118)

-20 -

1201 Walnut Street, Suite 2900 Kansas City, MO 64106 Telephone: (818) 691-3384 Facsimile: (816) 412-1079

GREENBERG TRAURIG LLP PAMELA G. SMITH 77 West Wacker Drive, Suite 3100 Chicago, IL 60661 Telephone: (312) 456-8400 Facsimile: (312) 456-8435

Attorneys for Defendants Paul G. Anderson, Jeffrey Soman, Stephan Gutierrez, Robert Mortenson, William J. Dunaway, Bruce Krehbiel, Jack Friedman, Eric Parthemore, David Reinders, Brent Bunte, David Andresen, Douglas Derscheid, Rolland Svoboda, Kenneth Hahn, Tom Leiting, Daryl Henze and Robert V. Johnson

Dated:

, 2013 SHANK & HAMILTON, P.C. DAVID L. HEINEMANN

DAVID L. HEINEMANN (Mo Bar # 37622)

2345 Grand Blvd., Suite 1600 Kansas City, MO 64108 Telephone: (816) 471-0909 Facsimile: (816) 471-3888

Attorneys for Nominal Defendant FCStone Group, Inc.

Dated:

, 2013 ROUSE HENDRICKS GERMAN MAY PC CHARLES W. GERMAN BRANDON BOUL WARE

CHARLES W. GERMAN (Mo Bar #26534)

1201 Walnut Street, 20th Floor Kansas City, MO 64106 Telephone: (816) 471-7700 Facsimile. (816) 471-2221

- 21 -

SHUTTS & BOWEN LLP JONATHAN COHEN 201 South Biscayne Blvd, Suite 1500 Miami, FL 33131 Telephone: (305) 379-9173 Facsimile: (305) 347-7873

Attorneys for Nominal Defendant International Assets Holding Corporation, n/Ida INTL FCStone Inc.

815937

-22 -

1201 Walnut Street, Suite 2900 Kansas City, MO 64106 Telephone: (818) 691-3384 Facsimile: (816) 412-1079

GREENBERG TRAURIG LLP PAMELA G. SMITH 77 West Wacker Drive, Suite 3100 Chicago, IL 60661 Telephone: (312) 456-8400 Facsimile: (312) 456-8435

Attorneys for Defendants Paul G. Anderson, Jeffrey Soman, Stephan Gutierrez, Robert Mortenson, William J. Dunaway, Bruce

-Krchbi , , '-e-Partbemor , David Reinders, Brent Bunte, David Andresen, Douglas Derscheid, Rolland Svoboda, Kenneth Hahn, Tom Leiting, Daryl Henze and Robert V. Johnson

Dated: , 2013 SHANK & HAMILTON, P.C. DAVID L. HEINEMANN

DAVID L. HEINEMANN (Mo Bar # 37622)

2345 Grand Blvd., Suite 1600 Kansas City, MO 64108 Telephone: (816) 471-0909 Facsimile: (816) 471-3888

DICKINSON, MACKAMAN, TYLER & HAGEN P.C.

DAVID M. REPP 699 Walnut Street, Suite 1600 Des Moines, IA 50309 Telephone: (515) 246-4556 Facsimile: (515) 244-2600

Attorneys for Nominal Defendant FCStone Group, Inc.

Dated: 11/ ;( , 2013

ROUSE HENDRICKS GERMAN MAY PC CHARLES W. GERMAN BRANDON BOULWA E

CHARLES W. GERMAN (Mo Bar #26534)

- 21 -

PLAINTIFF'S EXHIBIT

CONFIDENTIAL SETTLEMENT PROPOSAL PROTECTED PURSUANT TO F.R.E. 408

CORPORATE GOVERNANCE TERM SHEET

In re FCStone Group, Inc. Shareholder Derivative & Class Action Litigation, Lead Case No. 08AE-CV02785 (Mo. Cir. Court, Platte County)

Within thirty days of the issuance of an order approving the settlement of the above-captioned action, or before, the Board of Directors (the "Board) of INTL FCStone ("INTL" or the "Company") shall adopt resolutions and amend appropriate committee charters to ensure adherence to the following Corporate Governance Policies. The following Corporate Governance Policies shall be maintained for a period of not less than four years:

I. ESTABLISHMENT OF RISK EVALUATION POLICIES

A. Board Oversight of Risk: The Audit Committee of the Company's Board of • e--to-retairi-illti c Company's risk " C

management policies.

B. Risk Committee Oversight: The Company shall maintain its Risk Committee with the following requirements:

1. Purpose and Responsibilities of the Committee

a. The primary function of the Risk Committee is to bear oversight responsibility with regard to (a) the assessment and review of trading, credit, hedging, market, and liquidity risk, and (b) the risk management activities of the Company and its subsidiaries.

b. In carrying out its oversight responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons providing information to the Committee and on the accuracy and completeness of such information, absent actual knowledge of inaccuracy.

C. Risk Committee Membership

1. The Risk Committee Chairman shall be the Head of Risk, who is appointed by and reports to the Chief Operating Officer ("COO"). Members of the Committee shall be appointed by the Chairman in consultation with the COO.

D. Risk Committee Organization

1. The Committee shall meet as frequently as necessary to fulfill its duties and responsibilities, but not less frequently than quarterly. A meeting of the Committee may be called by its chairman or any member.

2. The Committee may request any officer or employee of the Company, or any special counsel or advisor, to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee.

CONFIDENTIAL SETTLEMENT PROPOSAL PROTECTED PURSUANT TO F.R.E. 408

3. Minutes of its meetings will be approved by the Committee and maintained on behalf of the Committee. The Committee shall, through the COO, report its activities to the Board on a regular basis and make such recommendations as it deems necessary or appropriate.

E. Head of Risk

1. The Company shall continue to maintain its Head of Risk position, reporting to the COO, neither of whom have responsibility for the Company's revenue generation or accounting functions. The Head of Risk shall be ex officio Chairman of the Risk Committee. The duties of the Head of Risk shall include:

a. Designing, implementing, and monitoring of risks referred to in I.B.1 a above.

b. Coordinating and implementing training for all employees regarding these processes and procedures.

c. Reviewing and addressing complaints and inquiries from employees regarding the Company's risks.

d. Reporting to the COO, who shall report to the Board Audit Committee on the activities of the Risk Committee on a quarterly basis.

II. DIRECTOR EVALUATION AND REPORTING, AND ANNUAL SELF-ASSESSMENT

A. The Nominating & Governance Committee of the Board shall conduct an annual evaluation of the performance of the Board and communicate this evaluation to the full Board. The performance evaluation shall be conducted in such manner as the Committee deems appropriate..

833427

IN THE CIRCUIT COURT OF PLATTE COUNTY, MISSOURI

In re FCSTONE GROUP, INC. ) Lead Case No. 08AE-CV02785 SHAREHOLDER DERIVATIVE & CLASS ) ACTION LITIGATION ) )

) This Document Related To: ) All Actions )

) ) )

)

Judge: Honorable Thomas Fincham

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE

PLAINTIFF'S EXK BIT

Lat

WHEREAS, a consolidated shareholder derivative and putative class action action is pending

before the Court captioned In re FCStone Group, Inc. Shareholder Derivative & Class Action

Litigation, Lead Case No. 08AE-CV02785 (the "Action");

WHEREAS, Plaintiffsl have made an application for an order preliminarily approving the

proposed settlement (the "Settlement") of the Action in accordance with the Stipulation, which

together with the exhibits annexed thereto, sets forth the terms and conditions for the proposed

Settlement of the Action, and for dismissal of the Action with prejudice;

WHEREAS, the Court having. (i) read and considered Plaintiffs' Unopposed Motion for

Preliminary Approval of Settlement together with the accompanying Memorandum of Law; and (ii)

read and considered the Stipulation, as well as all the exhibits attached thereto;

WHEREAS, the Court finds, upon a preliminary evaluation, that the proposed Settlement

falls within the range of possible approval criteria, as it provides a beneficial result for INTL,

Current INTL Shareholders, and Settlement Class Members, and appears to be the product of good

faith, informed, and non-collusive negotiations between experienced and able counsel for the

Settling Parties;

WHEREAS, the Court also finds, upon a preliminary evaluation, that Current INTL

Shareholders and Settlement Class Members should be apprised of the Settlement through the

proposed form of notice, allowed to file objections, if any, thereto, and appear at the Settlement

Hearing; and

WHEREAS, except as otherwise expressly provided herein, all capitalized terms shall have

the same meanings and/or definitions as set forth in the Stipulation.

1 Except as otherwise expressly provided, all capitalized terms shall have the same meanings and/or definitions as set forth in the Stipulation of Settlement dated November , 2013 (the "Stipulation").

NOW, THEREFORE, UPON GOOD CAUSE SHOWN, IT IS HEREBY ORDERED as

follows:

1. Pursuant to Missouri Supreme Court Rule 52.08, the Court preliminarily certifies, for

purposes of effectuating the Settlement only, a non-opt-out Settlement Class consisting of

collectively, all record and beneficial holders of the common stock of FCStone and their successors

in interest and transferees, immediate and remote, at any time during the period beginning on and

including July 2, 2009 through and including October 1, 2009, the date of the consummation of the

merger; provided, however, that Defendants, their immediate family members, their directors or

partners, their direct or indirect parent or subsidiary entities, or any person or entity over whom or

which any Defendant exercises sole or exclusive control shall be excluded from the Settlement

Class.

2. With respect to the Settlement Class, and for purposes of this Settlement only, this

Court preliminarily finds and concludes pursuant to Missouri Supreme Court Rule 52.08(b) that: (i)

the Settlement Class is so numerous that joinder of all members is impracticable; (ii) Defendants

have acted or refused to act on grounds generally applicable to the Settlement Class; (iii) the claims

of the Plaintiffs are typical of the claims of the Settlement Class; (iv) the Plaintiffs and Plaintiffs'

Counsel have fairly and adequately represented and protected the interests of all Settlement Class

Members; and (v) the prosecution of separate actions by or against individual Settlement Class

Members would create a risk of inconsistent or varying adjudications with respect to the Settlement

Class Members, which would establish incompatible standards of conduct for Defendants.

3. The Court does hereby preliminarily approve the Settlement as set forth in the

Stipulation, subject to further consideration at the Settlement Hearing described below.

4. Pending the Court's determination as to final approval of the Settlement, Current

INTL Shareholder and/or Settlement Class Members, or any of them, are barred and enjoined from

2

commencing, prosecuting, instigating, or in any way participating in the commencement or

prosecution of any action asserting any Released Claim against any of the Released Persons.

5. The Settlement Hearing shall be held before this Court on , 2014,

at : .m., before the Honorable Thomas C. Fincham, Judge of the Circuit Court of Platte County,

Missouri, Platte County, Courthouse, Division III, 328 Main Street, Suite 5-CH, Platte City,

Missouri 64079, to determine whether: (i) the Settlement of the Action upon the terms and subject to

the conditions set forth in the Stipulation is fair, reasonable, and adequate and should be approved by

the Court; (ii) the Settlement Class should he finally certified for settlement purposes; (ii) the Action

should be dismissed with prejudice; and (iii) the Fee and Expense Amount and the Incentive Awards

should be approved. The Court may adjourn the Settlement Hearing without further notice to

Current INTL Shareholders and Settlement Class Members.

6. The Court approves, as to form and content, the Notice of Pendency and Proposed

Settlement of Shareholder Derivative and Class Action (the "Notice") attached to the Stipulation as

Exhibit C, and finds that the provisions of the Notice meet the requirements of Missouri law and due

process, and provides the best notice practicable under the circumstances, and shall constitute due

and sufficient notice to all Persons entitled thereto. Non-material changes to the form of the Notice

may be made without further approval of the Court.

7. The Settling Parties shall jointly undertake the administrative responsibility of

mailing Notice of the Settlement to the Settlement Class, and shall bear financial responsibility for

providing the Notice to the Settlement Class as set forth in the Stipulation. The Notice shall be

mailed by first class mail to all Settlement Class Members who can be identified with reasonable

effort and Current INTL Shareholders within fourteen calendar days following entry of this Order.

8. Nominees who purchased FCStone common stock for the benefit of another Person

during the period of July 2, 2009 through October 1, 2009, inclusive, shall be requested to send the

3

Notice to all such beneficial owners of FCStone common stock within ten days after receipt thereof,

or send a list of the names and addresses of such beneficial owners to the Notice Administrator

within ten days of receipt thereof, in which event the Notice Administrator shall promptly mail the

Notice to such beneficial owners.

9. Within ten calendar days after entry of this Order, Robbins Arroyo LLP shall cause

copies of the Notice and the Stipulation to be posted on each of its website.

10. At least seven calendar days prior to the Settlement Hearing, Plaintiffs' Counsel shall

file with the Court proof by affidavit or declaration, of the mailing of the Notice to Settlement Class

Members, and the posting of the Notice and Stipulation on the website of Robbins Arroyo LLP.

11. Any Current INTL Shareholder and Settlement Class Member may, but is not

required to, enter an appearance in the Action, at his, her, or its own expense, individually or through

counsel of his, her, or its own choice.

12. Current INTL Shareholder and Settlement Class Member may object and/or appear

and show cause, if he, she, or it has any concern why the Settlement should not be approved as fair,

reasonable, and adequate, or why the Judgment should not be entered thereon, or why the Fee and

Expense Amount or the Incentive Awards should not be approved; provided however, unless

otherwise ordered by the Court, no Current INTL Shareholder or Settlement Class Member shall be

heard or entitled to contest the approval of the terms and conditions of the Settlement, or, if

approved, the Judgment to be entered thereon approving the same, or the approval of the Fee and

Expense Amount and Incentive Awards, unless that shareholder has, at leastfourteen calendar days

prior to the Settlement Hearing: (1) filed with the Clerk of the Court a written objection to the

settlement setting forth: (a) the nature of the objection; (b) proof of ownership, including the number

of shares and the date of purchase, of INTL common stock through the date of the Settlement

Hearing and/or proof of ownership, including the number of shares and the date of purchase, of

4

FCStone common stock from and including July 2, 2009 through and including October 1, 2009; and

(c) any documentation in support of such objection; and (2) if a Current INTL Shareholder and/or

Settlement Class Member intends to appear and requests to be heard at the Settlement Hearing, such

shareholder must have, in addition to the requirements of (1) above, filed with the Clerk of the

Court: (a) a written notice of such shareholder's intention to appear; (b) a statement that indicates the

basis for such appearance; and (c) the identities of any witnesses the shareholder intends to call at the

Settlement Hearing and a statement as to the subject of their testimony. If a Current INTL

Shareholder and/or Settlement Class Member files a written objection and/or written notice of intent

to appear, such shareholder must also simultaneously serve copies of such notice, proof, statement,

and documentation, together with copies of any other papers or briefs such shareholder files with the

Court (either by hand delivery or by first class mail) upon each of the following:

The Court:

Clerk of the Court Platte County Courthouse 328 Main Street, Suite 5-CH Platte City, MO 64079

Lead Counsel for Plaintiffs:

ROBBINS ARROYO LLP Attn: George C. Aguilar, Esq. 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990

Counsel for Nominal Defendant FCStone Group, Inc.:

DICKINSON, MACKAMAN, TYLER & HAGEN P.C.

Attn: David M. Repp, Esq. 699 Walnut Street, Suite 1600 Des Moines, IA 50309 Telephone: (515) 246-4556

Counsel for the Individual Defendants:

Greenberg Traurig LLP Attn: Pamela G. Smith 77 West Wacker Drive, Suite 3100 Chicago, IL 60661 Telephone: (312) 456-8400

Counselfor Nominal Defendant INTL FCStone Inc.:

SHUTTS & BOWEN LLP Attn: Jonathan Cohen, Esq. 201 South Biscayne Blvd, Suite 1500 Miami, FL 33131 Telephone: (305) 379-9173

5

13. Any Current INTL Shareholder and/or Settlement Class Member who does not make

his, her, or its objection in the manner provided herein shall be deemed to have waived such

objection and shall forever be foreclosed from making any objection to the fairness, reasonableness,

or adequacy of the Settlement as set forth in the Stipulation, unless otherwise ordered by the Court,

but shall otherwise be bound by the Judgment to be entered and the releases to be given.

14. No later than seven calendar days before the Settlement Hearing, all briefs supporting

the Settlement, including responses to shareholder objections, if any, shall be served and filed.

1 5_ All Current -INTL Shareholders and Settlement Class Members (and his, hers, or its

successors, predecessors, and assigns) shall be bound by all determinations and judgments in the

Action concerning the Settlement, whether favorable or unfavorable to Current INTL Shareholders

and Settlement Class Members.

16. If Court approval of the Settlement does not occur for any reason, the Settlement and

the Stipulation shall be null and void and of no force and effect. In such event, the Settling Parties

shall return to their respective litigation positions in the Action as of the time immediately prior to

the date of the execution of the Stipulation, as though it were never executed or agreed to (and the

Settling Parties shall meet and confer in good faith to discuss the resumption and schedule of further

proceedings).

17. The Stipulation shall not be deemed: (i) to prejudice in any way the positions of the

Settling Parties with respect to the Action, (ii) to constitute an admission of fact by any Settling

Party, or (iii) to entitle any Settling Party to recover any costs or expenses incurred in connection

with the implementation of the Stipulation or the Settlement. Neither the existence of the Stipulation

nor its contents shall be admissible in evidence or be referred to for any purposes in the Action, or in

any litigation or judicial proceeding, other than to enforce the terms therein.

6

1 8 . All proceedings in the Action, except for those proceedings related to the Settlement,

shall be stayed until the resolution of all such settlement-related proceedings.

* * *

ORDER

IT IS SO ORDERED.

DATED:

THE HONORABLE THOMAS C. FINCHAM CIRCUIT COURT JUDGE

820808

-7

I2_ PLAINTIFF'S i EXHIBIT 2 C,

IN THE CIRCUIT COURT OF PLATTE COUNTY, MISSOURI 11 L E

In re FCSTONE GROUP, INC. ) Lead Case No. 08AE-CV02785 U DEC 0 4 2013

SANDRA L. DOWD ACTION LITIGATION SHAREHOLDER DERIVATIVE & CLASS )

) Clerk of the Circuit Court Platte County, Itt( )

) ) Judge: Honorable Thomas Fincham

This Document Related To: ) )

All Actions ) )

)

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE AND CLASS ACTION

TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF FCSTONE GROUP, INC. COMMON STOCK DURING THE PERIOD FROM AND INCLUDING JULY 2, 2009 THROUGH AND INCLUDING OCTOBER 1, 2009, THE DATE OF THE CLOSING OF THE MERGER WHEREBY INTERNATIONAL ASSETS HOLDING CORPORATION ACQUIRED ALL OUTSTANDING SHARES OF FCSTONE COMMON STOCK PURSUANT TO A MERGER AGREEMENT, AND ALL OWNERS OF INTL FCSTONE, INC. ("INTL" OR THE "COMPANY")' COMMON STOCK AS OF DECEMBER_, 2013 ("CURRENT INTL SHAREHOLDERS").

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED.

YOU ARE HEREBY NOTIFIED that the parties to the above-captioned shareholder

action have entered into a Stipulation of Settlement dated December /, 2013 (the "Stipulation") to

resolve the claims raised in the Action.2

This notice is being provided to you, pursuant to an Order of the Circuit Court of Platte

County, Missouri (the "Court"). Please be advised that pursuant to an Order of the Court, a hearing

(the "Settlement Hearing") will be held on 4:\I\Cti-c\r\ \CA, 2014 at : 00%., before the

Honorable Thomas C. Fincham, Judge of the Circuit Court of Platte County, Missouri, Platte

County, Courthouse, Division III, 3287 Main Street, Suite 5-CH, Platte City, Missouri 64079, for

the prupose of determining whether: (a) the Settlement by way of adoption of certain corporation

governance policies (as set forth in more detail in the Stipulation on file with the Court and

available on the website of Robbins Arroyo LLP at wvvw.robbinsarroyo.com/notices) should be

finally approved by the Court as fair, reasonable, and adequate to INTL, Current INTL

Shareholders, and Settlement Class Members; (b) the Settlement Class should be finally certified

for settlement purposes; (c) the Action should be dismissed with prejudice; (d) the Settling Parties'

agreed-to Fee and Expense Amount in the amount of $500,000 to compensate Plaintiffs' for their

attorneys' fees and reimbursement of expenses should be approved; and (d) the Incentive Awards

in the amount of $10,000 each to Plaintiffs should be approved.

1 The Action was initially filed on behalf of FCStone Group Inc., which was subsequently acquired by, and became a wholly owned subsidiary of, International Assets Holding Corporation. Following the acquisition, International Assets Holding Corporation changed its name to INTL FCStone Inc.

2 All capitalized terms are defined in Section I below, unless otherwise noted.

The Settlement will fully resolve the Action on the terms set forth in the Stipulation and

summarized in this Notice, including the dismissal of the derivative and class claims in the Action

with prejudice. As detailed below, the Settling Parties believe that the proposed Settlement

provides substantial benefits to the Company, and is in the best interests of the Company and its

shareholders. For a more detailed statement of the matters involved in the Action, the Settlement,

and the terms discussed in this Notice, the Stipulation may be viewed on the website of Robbins

Arroyo LLP at wwvv.robbinsarroyo.com/notices. The Stipulation may also be inspected at the

Office of the Clerk of the Circuit Court of Platte County, Missouri, located at Platte County

Courthouse, 328 Main Street, Suite 5-CH, Platte City, Missouri 64079, during regular business

hours of each business day.

You may have the right to object to the Settlement, including to Fee and Expense Amount

and the Incentive Awards, in the manner provided herein. If you fail to object in the manner

provided herein at least fourteen calendar days prior to the Settlement Hearing, you will be deemed

to have waived your objections and will be bound by the Judgment to be entered and the release of

claims to be given, unless otherwise ordered by the Court.

This Notice is not intended to be and should not be construed as an expression of any opinion

by the Court with respect to the merits of the claims made in the Action, but is merely to advise you of

the pendency of Settlement of the Action and your rights as a Current INTL Shareholder and/or a

Settlement Class Member.

I. DEFINITIONS USED IN THIS NOTICE

As used in the Stipulation, the following terms have the meanings specified below:

1. "Action" means the consolidated shareholder derivative and putative class action,

captioned In re FCStone Group, Inc. Shareholder Derivative & Class Action Litigation, Lead Case

No. 08AE-CV02785 (Circuit Court of Platte County, Missouri).

2. "Court" means the Circuit Court of Platte County, Missouri.

2

3. "Current INTL Shareholders" means any Persons who owned INTL common stock

as of the date of the execution of the Stipulation and who continue to hold their INTL common

stock as of the date of the final settlement approval hearing, excluding the Individual Defendants,

the officers and directors of INTL, members of their immediate families, and their legal

representatives, heirs, successors, or assigns, and any entity in which Individual Defendants have

or had a controlling interest.

4. "Defendants" means, collectively, nominal defendants INTL and FCStone and the

Individual Defendants.

5. "Derivative Claims" means the claims asserted in Counts I through IV of th

filed in the Action, including but not limited to (i) the CAC allegations that beginning in

November 2007, each of the Individual Defendants breached their fiduciary duties to FCStone and

(ii) the CAC prayers for relief relating to Counts I through IV and the derivative allegations.

6. "Direct Claims" means the claims asserted in Counts V and VI of the CAC,

including, but not limited to, the CAC prayers for relief relating to Counts V and VI.

7. "Effective Date" means the date by which the events and conditions specified in

paragraph 6.1 of the Stipulation have been met and have occurred.

8. "FCStone" means nominal defendant FCStone Group, Inc. which became a wholly

owned subsidiary of INTL on October 1, 2009, the date on which the Acquisition became

effective.

9. "Federal Court" means the U.S. District Court in the Western District of Missouri.

10. "Final" means the date upon which the last of the following shall occur with respect

to the Judgment approving the Stipulation, substantially in the form of Exhibit D attached to the

Stipulation: (1) the expiration of the time to file a notice of appeal from the Judgment; (2) if an

appeal has been filed, the court of appeals has either affirmed the Judgment or dismissed that

appeal and the time for any reconsideration or further appellate review has passed; or (3) if a

higher court has granted further appellate review, that court has either affirmed the underlying

Judgment or affirmed the court of appeal's decision affirming the Judgment or dismissing the

3

appeal. An "appeal" shall not include any appeal that concerns only the issue of attorneys' fees and

expenses or the incentive awards. Any proceeding or order, or any appeal or petition for a writ of

certiorari pertaining solely to the application for attorneys' fees and expenses, or the incentive

award shall not in any way delay or preclude the Judgment from becoming Final.

11. "Individual Defendants" means Paul G. Anderson, Jeffrey Soman, Stephan

Gutierrez, Robert Mortenson, William J. Dunaway, Bruce Krehbiel, Jack Friedman, Eric

Parthemore, David Reinders, Brent Bunte, David Andresen, Douglas Derscheid, Rolland

Svoboda, Kenneth Hahn, Tom Leiting, Daryl Henze, and Robert V. Johnson.

12. "INTL" or the "Company means nominal defendant INTL FCStone Inc., a

Delaware corporation, and its affiliates, subsidiaries, predecessors, successors, and assigns.

13. "Judgment" means the Order of Dismissal with Prejudice and Final Judgment to be

rendered by the Court, substantially in the form attached to the Stipulation as Exhibit D.

14. "Person" means an individual, corporation, limited liability corporation,

professional corporation, partnership, limited partnership, limited liability partnership,

association, joint stock company, estate, legal representative, trust, unincorporated association,

government, or any political subdivision or agency thereof and any business or legal entity and

their spouses, heirs, predecessors, successors, representatives, or assignees.

15. "Plaintiffs" means, collectively, Stuart Krantz, Sewak Singh, and Michael Bogart,

on behalf of themselves, directly on behalf of the Settlement Class, and derivatively on behalf of

nominal defendants FCStone and INTL.

16. "Plaintiffs' Counsel" means Robbins Arroyo LLP, Steuve Siegal Hanson LLP, Levi

& Korsinsky, LLP, and Troppito + Miller, LLC.

17. "Related Persons" means each of the Individual Defendants and their past or

present agents, officers, directors, attorneys, accountants, auditors, advisors, insurers, co-insurers,

reinsurers, spouses, immediate family members, heirs, executors, personal representatives, estates,

administrators, trusts, predecessors, successors, and assigns or other individual or entity in which

any Individual Defendant or INTL has a controlling interest, and each and all of their respective

4

past and present officers, directors, employees, agents, affiliates, parents, subsidiaries, divisions,

attorneys, accountants, auditors, advisors, insurers, co-insurers, re-insurers, heirs, executors,

personal representatives, estates, administrators, trusts, predecessors, successors, and assigns.

18. "Released Claims" shall collectively mean any and all claims, demands, rights,

actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs,

expenses, matters and issues known or unknown, contingent or absolute, suspected or

unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued

or unaccrued, apparent or unapparent, whether or not concealed or hidden, through the Effective

Date under any law governing the Action, or for any remedy whether a equity or law (collectively,

the "Claims"), whether factual or legal, that were, or could have been asserted against any one or

more of the Released Persons in the Action, including but not limited to any such Claims:

(i) that were or could have been asserted against any of the Released Persons in

the Derivative Claims or by any INTL shareholder (claiming in the right of, or on behalf of, the

Company) or by INTL and, by operation of the Judgment, INTL and any such INTL shareholder

(claiming in the right of, or on behalf of, the Company) shall have waived any and all provisions,

rights and benefits conferred by any law of any state or territory of the United States, or principle

of common law, which is similar, comparable or equivalent to California Civil Code section 1542

(see paragraph 26 below), and/or

(ii) that were or could have been asserted against any of the Released Persons in

the Direct Claims by Plaintiffs or any Settlement Class Member and, by operation of the Judgment,

Plaintiffs and each Settlement Class Member shall have waived any and all provisions, rights and

benefits conferred by any law of any state or territory of the United States, or principle of common

law, which is similar, comparable or equivalent to California Civil Code section 1542 (see

paragraph 26 below). Excluded from the term "Released Claims" are all claims alleged in the

Securities Class Action and claims to enforce the Settlement.

5 -

19. "Released Persons" means collectively, FCStone, INTL, and each of the Individual

Defendants and each of their Related Persons. "Released Person" means, individually, any of the

Released Persons.

20. "Releasing Parties" means Plaintiffs (individually, directly, and derivatively on

behalf of INTL and/or FCStone), any other Person who (i) is a Settlement Class Member, or (ii)

owned or acquired shares of INTL common stock on or before January 8, 2010 and who has held

such shares continuously through and including the date of the Judgment, and (iii) Plaintiffs'

Counsel. "Releasing Party" means, individually, any of the Releasing Parties.

21. "Securities Class Action" means the securities class action, filed in the Federal

Court, captioned Luman v. Anderson, No. 4:08-cv-514 (W.D. Mo. filed July 15, 2008).

22. "Settlement" means the settlement and compromise of the Action as provided for in

the Stipulation.

23. "Settlement Class" means, collectively, a non-opt-out, Court certified settlement

class consisting of all record and beneficial holders of the common stock of FCStone and their

successors in interest and transferees, immediate and remote, at any time during the period

beginning on and including July 2, 2009 through and including October 1, 2009, the date of the

consummation of the merger; provided, however, that Defendants, their immediate family

members, their directors or partners, their direct or indirect parent or subsidiary entities, or any

person or entity over whom or which any Defendant exercises sole or exclusive control shall be

excluded from the Settlement Class. "Settlement Class Member" means an individual member of

the Settlement Class.

24. "Settlement Hearing" means the hearing or hearings at which the Court will review

the adequacy, fairness, and reasonableness of the Settlement.

25. "Settling Parties" means, collectively, each and all of the Plaintiffs (on behalf of

themselves, directly on behalf of the Settlement Class, and derivatively on behalf of FCStone and

INTL) and Defendants. "Settling Party" means, individually, any of the Settling Parties.

6

26. "Unknown Claims" means any Released Claim(s) which any of the Settling Parties

(Plaintiffs or Defendants) do not know of or suspect to exist in his, her, or its favor at the time of

the release of the Released Persons. With respect to any and all Released Claims, the Settling

Parties agree that upon the Effective Date, the Settling Parties expressly waive the provisions,

rights, and benefits conferred by or under California Civil Code section 1542, or any other law of

the United States or any state or territory of the United States, or principle of common law, which

is similar, comparable, or equivalent to section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Settling Parties acknowledge that they may hereafter discover facts in addition to, or different

from, those now known or believed to be true by them, with respect to the subject matter of the

Released Claims, but it is the intention of the Settling Parties to completely, fully, finally, and

forever compromise, settle, release, discharge, and extinguish any and all Released Claims, known

or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or

unapparent, whether or not concealed or hidden, and for any remedy whether at equity or law,

which do now exist, or heretofore existed, or may hereafter exist, and without regard to the

subsequent discovery of additional or different facts. The Settling Parties acknowledge that the

foregoing waiver was separately bargained for and is a key element of the Stipulation of which this

release is a part.

II. LITIGATION HISTORY

A. The Action

On August 5, 2008, plaintiff Krantz filed a shareholder derivative action on behalf of

FCStone and against certain of the Company's officers and directors alleging breaches of fiduciary

duties, waste of corporate assets, and unjust enrichment by undertaking a hedging strategy based

on a highly risky bet which caused the hedge to wipe out any and all previous gains and to miss the

7

Company's earnings projections. On May 6, 2009 plaintiff Krantz filed an amended complaint

which included allegations relating to the Adams energy trading account (the "Amended

Complaint").

On July 2, 2009, FCStone announced it had entered into a merger agreement with

International Assets Holding Corporation and International Assets Acquisition Corporation

(collectively, "International Assets") for the acquisition of FCStone (the "Acquisition"). On July

7, 2009, plaintiff Krantz filed a motion for leave to amend the existing complaint and, the next day,

filed a derivative and class action complaint containing additional allegations that the Individual

Defendants failed to both properly inform shareho ders about material information and to

maximize stockholder value in connection with the proposed acquisition.

On July 8, 2009, plaintiffs Singh and Bogart filed a class action complaint against

FCStone, its Board of Directors, and certain executives seeking equitable relief for their alleged

breaches of fiduciary duty and other violations of state law arising out of their attempt to sell

FCStone to International Assets at an unfair price and by means of an unfair process. The Court

consolidated the actions on November 13, 2009. Thereafter, on January 8, 2010, Plaintiffs filed a

Verified Consolidated Shareholder Derivative and Class Action Complaint for Breach of

Fiduciary Duty, Waste of Corporate Assets, and Unjust Enrichment ("CAC").

On September 25, 2009, FCStone shareholders voted in favor of the Acquisition. On

October 1, 2009, the Acquisition was consummated and FCStone became a wholly-owned

subsidiary of International Assets. In December of 2010, International Assets Holding

Corporation changed its name to INTL FCStone Inc.

On February 23, 2010, the Individual Defendants and nominal defendant International

Assets filed separate motions to dismiss the CAC. The Court has not ruled on the motions to

dismiss.

B. The Securities Class Action

The Securities Class Action was filed in Federal Court against the Company and

defendants Anderson and Dunaway alleging the issuance of false and misleading statement

8

regarding the Company's business and financial results. Luman v. Anderson, et al., No.

4:08-cv-514 (W.D. Mo. filed July 15, 2008) (the "Securities Class Action"). On November 16,

2010, the Federal Court granted and denied in part defendants' motion to dismiss the Securities

Class Action. On February 10, 2012, the Federal Court certified the class for the period of

November 3, 2008, to February 24, 2009. Following a joint mediation session with the parties in

this Action, the parties in the Securities Class Action agreed to a settlement of the claims raised.

The Federal Court ordered final approval of the settlement on July 23, 2013.

C. Settlement Efforts

On April 13, 2012, the parties to the Action attended an all-day, in-person formal

mediation at the offices of Irell & Manella, LLP in Newport Beach, presided over by former

United States District Judge Layn R. Phillips ("Judge Phillips"). While unable to reach a

satisfactory resolution of the Action at the mediation session, the parties did make substantial

headway in negotiating reforms Plaintiffs believed were necessary and beneficial for the Company

to address Plaintiffs' allegations. Following the mediation, the parties continued settlement

negotiations with the assistance of Judge Phillips, and reached an agreement in principle to resolve

the Action on the terms and conditions set forth in the Settlement.

III. PLAINTIFFS' CLAIMS AND THE BENEFITS OF SETTLEMENT

Based on their investigation, Plaintiffs believe that the Action has substantial merit, and

Plaintiffs' entry into the Stipulation is not intended to be and shall not be construed as an admission

or concession concerning the relative strength or merit of the claims alleged in the Action.

However, Plaintiffs and Plaintiffs' Counsel recognize and acknowledge the significant risk,

expense, and length of continued proceedings necessary to prosecute the Action against the

Individual Defendants through trial and through possible appeals. Plaintiffs' Counsel also have

taken into account the uncertain outcome and the risk of any litigation, especially in complex cases

such as the Action, as well as the difficulties and delays inherent in such litigation. Plaintiffs'

Counsel are also mindful of the inherent problems of establishing demand futility, derivative

-9

standing following a corporate merger, and the possible defenses to the claims alleged in the

Action.

Based on Plaintiffs' Counsel's thorough review and analysis of the relevant facts,

allegations, defenses, and controlling legal principles, Plaintiffs' Counsel believe that the

Settlement set forth in the Stipulation is fair, reasonable, and adequate, and confers substantial

benefits upon INTL and its shareholders. Based upon Plaintiffs' Counsel's evaluation, Plaintiffs

have determined that the Settlement is in the best interests of INTL, Current INTL Shareholders

and the Settlement Class, and have agreed to settle the Action upon the terms and subject to the

conditions set forth in the Settlement.

IV. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

The Individual Defendants have denied and continue to deny that they have committed,

threatened, or attempted to commit, any violations of law, or breached any duty owed to Plaintiffs,

the Settlement Class, FCStone, INTL, or its shareholders. Without admitting the validity of any

allegations made in the Action, or any liability with respect thereto, the nominal defendants and the

Individual Defendants have concluded that it is desirable that the claims asserted in the Action be

settled on the terms reflected in the Stipulation. The Individual Defendants, FCStone, and INTL

are entering into the Stipulation because it will eliminate the uncertainty, distraction, disruption,

burden, risk, and expense of further litigation. Further, the Individual Defendants, and nominal

defendants FCStone and INTL acknowledge that the Settlement confers substantial benefits on

INTL and is fair, reasonable, adequate, and in the best interests of INTL and its shareholders.

Neither the Stipulation, nor any of its terms or provisions, nor entry of the Judgment, nor

any document or exhibit referred or attached to this Stipulation, nor any action taken to carry out

this Stipulation, is, may be construed as, or may be used as evidence of the validity of any of the

Released Claims or an admission by or against the Individual Defendants of any fault,

wrongdoing, or concession of liability.

-10-

V. THE SETTLEMENT HEARING

The Settlement Hearing will be held before the Honorable Thomas C. Fincham on

, 2013 at a./p.m. at the Circuit Court of Platte County, Missouri, Platte

County Courthouse, Division III, 328 Main Street, Suite 5-CH, Platte City, Missouri 64079, to

determine whether: (i) the Settlement of the Action upon the terms and subject to the conditions set

forth in the Stipulation is fair, reasonable, and adequate and should be approved by the Court; (ii)

the Settlement Class should be finally certified for settlement purposes; (ii) the Action should be

dismissed with prejudice; and (iii) the Fee and Expense Amount and the Incentive Awards should

be approved. The Settlement Hearing may be continued by the Court at the Settlement Hearing,

or at any adjourned session thereof without further notice.

VI. TERMS OF THE THE SETTLEMENT

The terms and conditions of the proposed Settlement are set forth in the Stipulation

described above. The Stipulation has been filed with the Court and is also available for viewing on

the websites of Robbins Arroyo LLP at www.robbinsarroyo.com/notices. The following is only a

summary of its terms.

The Settling Parties and their respective counsel have conducted extensive negotiations

and have reached agreement regarding corporate governance issues, including certain corporate

governance additions, modifications, and/or formalizations, which measures have been reviewed

and agreed upon by Plaintiffs' Counsel (the "Corporate Governance Policies"). Within thirty

calendar days after Court approval of a settlement of the Action, INTL shall more formally express

and/or implement and maintain in substance the Corporate Governance Policies identified in

Section I of Exhibit A attached to the Stipulation for a period of no less than four years.

VII. DISMISSAL AND RELEASES

Upon the Effective Date, the Releasing Parties shall be deemed to have, and by operation

of the Judgment shall have, fully, fmally, and forever released, relinquished, and discharged the

Released Claims (including Unknown Claims) against the Released Persons and any and all claims

-11-

arising out of, relating to, or in connection with the defense, settlement, or resolution of the Action

against the Released Persons

Also, upon the Effective Date, each of the Defendants shall be deemed to have, and by

operation of the Judgment shall have, fully, finally, and forever released, relinquished, and

discharged the Released Claims (including Unknown Claims) against the Plaintiffs, Plaintiffs'

Counsel and any and all claims arising out of, relating to, or in connection with the institution,

prosecution, assertion, settlement, or resolution of the Action against Plaintiffs and Plaintiffs'

Counsel.

Further, upon the Effective Date, INTL and IN are o a ers, on e a o emse yes

and/or itself and each of their/its predecessors, successors, parents, subsidiaries, affiliates,

custodians, agents, assigns, representatives, heirs, estates, executors, trusts, trustees, trust

beneficiaries, administrators, spouses, marital communities, and immediate family members, shall

be deemed to have, and by operation of the Judgment shall have, fully, finally and forever released,

relinquished and discharged all Released Claims and will be forever barred and enjoined from

commencing, instituting or prosecuting any of the Released Claims.

Finally, upon the Effective Date, each of the Individual Defendants shall be deemed to

have, and by operation of the Judgment shall have, fully, finally and forever released, relinquished

and discharged INTL and INTL shareholders from all claims or demands relating to or arising out

of, or connected with the institution, prosecution, assertion, settlement or resolution of the

Derivative Claims, Direct Claims, and/or the Released Claims.

Nothing herein shall in any way impair or restrict the rights of any Settling Party to enforce

the terms of the Stipulation.

VIII. PLAINTIFF'S ATTORNEYS' FEES AND EXPENSES

After negotiating the substantive terms of the settlement, the Settling Parties discussed a

fair and reasonable sum to be paid to Plaintiffs' Counsel for their attorneys' fees and expenses.

Subject to Court approval, the Settling Parties agreed that the INTL shall, or shall cause their

insurers to pay Plaintiffs's attorneys' fees and expenses in the amount of $500,000 (the "Fee and

- 12 -

Expense Amount"). To date, Plaintiffs' Counsel have neither received any payment for their

services in prosecuting the Action, nor have counsel been reimbursed for their out-of-pocket

expenses incurred. Further, Plaintiffs' Counsel may apply to the Court for an incentive award of up

to $10,000 for each of the Plaintiffs, only to be paid upon Court approval, in recognition of

Plaintiffs' participation and effort in the prosecution of the Action (the "Incentive Awards"). The

failure of the Court to approve any requested Incentive Award, in whole or in part, shall have no

effect on the Settlement set forth in the Stipulation. The Incentive Awards, if approved by the

Court, shall be paid to Plaintiffs from the Fee and Expense Amount. Defendants shall not be liable

for any portion of any Incentive Award. The Settling Parties believe that the Fee and Expense

Amount is within the range of attorneys' fees and expenses approved by courts under similar

circumstances in litigation of this type.

IX. THE RIGHT TO OBJECT AND/OR BE HEARD AT THE HEARING

Any Current INTL Shareholder and Settlement Class Member may object and/or appear

and show cause, if he, she, or it has any concern, why the Settlement should not be approved as

fair, reasonable, and adequate, or why the Judgment should not be entered thereon, or why the Fee

and Expense Amount or the Incentive Awards should not be approved; provided however, unless

otherwise ordered by the Court, no Current INTL Shareholder or Settlement Class Member shall

be heard or entitled to contest the approval of the terms and conditions of the Settlement, or, if

approved, the Judgment to be entered thereon approving the same, or the approval of the Fee and

Expense Amount and Incentive Awards, unless that shareholder has, at least fourteen calendar

days prior to the Settlement Hearing: (1) filed with the Clerk of the Court a written objection to

the settlement setting forth: (a) the nature of the objection; (b) proof of ownership, including the

number of shares and the date of purchase, of INTL common stock through the date of the

Settlement Hearing and/or proof of ownership, including the number of shares and the date of

purchase, of FCStone common stock from and including July 2, 2009 through and including

October 1, 2009; and (c) any documentation in support of such objection; and (2) if a Current

INTL Shareholder and/or Settlement Class Member intends to appear and requests to be heard at

- 13 -

the Settlement Hearing, such shareholder must have, in addition to the requirements of (1) above,

filed with the Clerk of the Court: (a) a written notice of such shareholder's intention to appear; (b)

a statement that indicates the basis for such appearance; and (c) the identities of any witnesses the

shareholder intends to call at the Settlement Hearing and a statement as to the subject of their

testimony. If a Current INTL Shareholder and/or Settlement Class Member files a written

objection and/or written notice of intent to appear, such shareholder must also simultaneously

serve copies of such notice, proof, statement, and documentation, together with copies of any other

papers or briefs such shareholder files with the Court (either by hand delivery or by first class mail)

upon each of the following:

The Court:

Clerk of the Court Platte County Courthouse 328 Main Street, Suite 5-CH Platte City, MO 64079

Lead Counsel for Plaintiffs:

ROBBINS ARROYO LLP Attn: George C. Aguilar, Esq. 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990

Counsel for the Individual Defendants:

Greenberg Traurig LLP Attn: Pamela G. Smith 77 West Wacker Drive, Suite 3100 Chicago, IL 60661 Telephone: (312) 456-8400

Counsel for Nominal Defendant INTL FCStone Inc.:

SHUTTS & BOWEN LLP Attn: Jonathan Cohen, Esq. 201 South Biscayne Blvd, Suite 1500 Miami, FL 33131 Telephone: (305) 379-9173

Counsel for Nominal Defendant FCStone Group, Inc.:

SHANK & HAMILTON, P.C. Attn: David L. Heinemann, Esq. 2345 Grand Blvd., Suite 1600 Kansas City, MO 64108 Telephone: (816) 471-0909

Any Current INTL Shareholder and/or Settlement Class Member who does not make his,

her, or its objection in the manner provided herein shall be deemed to have waived such objection

and shall forever be foreclosed from making any objection to the fairness, reasonableness, or

- 14 -

adequacy of the Settlement as incorporated in the Stipulation, unless otherwise ordered by the

Court, but shall otherwise be bound by the Judgment to be entered and the releases to be given

X. CONDITIONS FOR SETTLEMENT

The Settlement is conditioned upon the occurrence of certain events described in the

Stipulation, which requires, among other things: (i) entry of the requested Judgment by the Court;

and (ii) expiration of the time to appeal from, or alter or amend, the Judgment. If, for any reason,

any one of the conditions described in the Stipulation is not met and the entry of the Judgment does

not occur, the Stipulation may be terminated and, if terminated, will become null and void; and the

Setting Parties to the Stipulation will be restored to their respective positions as of the execution

date of the Stipulation (and the Settling Parties shall meet and confer in good faith to discuss the

resumption and schedule of further proceedings).

XI. EXAMINATION OF PAPERS AND INQUIRIES

There is additional information concerning the Settlement available in the Stipulation and

Agreement of Settlement which may be viewed on the website of Robbins Arroyo LLP at

www.robbinsarroyo.com/notices. You may also inspect the Stipulation during business hours at

the office of the Clerk of the Circuit Court of Platte County, Missouri located at Platte County

Courthouse, 328 Main Street, Suite 5-CH, Platte City, Missouri 64079. Or you can call or write

Robbins Arroyo LLP, 600 B Street, Suite 1900, San Diego, California 92101, telephone: (619)

525-3990, for additional information concerning the Settlement.

PLEASE DO NOT TELEPHONE THE COURT OR INTL REGARDING THIS NOTICE.

820807

- 15 -

E IN THE CIRCUIT COURT OF PLATTE COUNTY, MISSOURI

11 In re FCSTONE GROUP, INC. ) Lead Case No. 08AE-CV02785 U

DEC 0 4 2013

SHAREHOLDER DERIVATIVE & CLASS ) SANDRA L. DOWD ACTION LITIGATION ) Clerk of the Circuit Court Platte County, MO

)

)) Judge: Honorable Thomas Fincham

This Document Related To: ) )

All Actions ) ) )

PROPOSED1 FINAL ORDER OF DISMISSAL WITH PREJUDICE AND JUDGMENT

PLAINTIFF'S EXHIBIT

112 1

This matter came before the Court for hearing pursuant to the Order Preliminarily Approving

Settlement and Providing Notice of this Court, dated 51_z.j2,,,\czap.,- , 2013 ("Preliminary

Approval Order"), on the application of the Settling Parties for preliminary approval of the Settlement

(the "Settlement") of the above captioned consolidated shareholder derivative and putative class action

(the "Action"), as set forth in the Stipulation of Settlement dated December if, 2013 (the

"Stipulation"). Due and adequate notice having been given to Current INTL Shareholders and the

Settlement Class as required in the Preliminary Approval Order, and the Court having considered all

papers filed and proceedings and otherwise being fully informed in the premises and good cause

appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:

1. This Judgment incorporates by reference the definitions in the Stipulation, and all

capitalized terms used herein shall have the same meanings and/or definitions as set forth in the

Stipulation.

2. Pursuant to Missouri Supreme Court Rule 52.08, the Court hereby certifies, for the

purpose of effectuating the Settlement only, a non-opt-out Settlement Class consisting of collectively,

all record and beneficial holders of the common stock of FCStone and their successors in interest and

transferees, immediate and remote, at any time during the period beginning on and including July 2,

2009 through and including October 1, 2009, the date of the consummation of the merger; provided,

however, that Defendants, their immediate family members, their directors or partners, their direct or

indirect parent or subsidiary entities, or any person or entity over whom or which any Defendant

exercises sole or exclusive control shall be excluded from the Settlement Class.

3. For purposes of the Settlement and with respect to the Settlement Class, the Court finds

and concludes that: (i) the Settlement Class is so numerous that joinder of all members is

impracticable; (ii) Defendants have acted or refused to act on grounds generally applicable to the

Settlement Class; (iii) the claims of the Plaintiffs are typical of the claims of the Settlement Class; (iv)

the Plaintiffs and Plaintiffs' Counsel have fairly and adequately represented and protected the interests

of all Settlement Class Members; and (v) the prosecution of separate actions by or against individual

Settlement Class Members would create a risk of inconsistent or varying adjudications with respect to

the Settlement Class Members, which would establish incompatible standards of conduct for

Defendants.

4. This Court has jurisdiction over the subject matter of the Action, including all matters

necessary to effectuate the Settlement, and over all parties to the Action, including Plaintiffs, Current

'NTT Shareholders, the Settlement Class, nominal defendant INTL FCStone Inc. ("INTL" or the

"Company"), the Individual Defendants, and nominal defendant FCStone Group, Inc. ("FCStone").

5. The Court finds that the Settlement is fair, reasonable, and adequate as to each of the

Settling Parties. The Court hereby finally approves the Settlement in all respects and orders the

Settling Parties to perform its terms to the extent the Settling Parties have not already done so.

6. The Action and all claims contained therein, as well as all of the Released Claims, are

dismissed with prejudice. As between Plaintiffs, INTL, and the Individual Defendants, the Settling

Parties are to bear their own costs, except as otherwise provided herein and in the Stipulation.

7. Upon the Effective Date, the Releasing Parties shall be deemed to have, and by

operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged

the Released Claims (including Unknown Claims) against the Released Persons and any and all claims

arising out of, relating to, or in connection with the defense, settlement, or resolution of the Action

against the Released Persons. Nothing herein shall in any way impair or restrict the rights of any

Settling Party to enforce the terms of the Stipulation.

8. Upon the Effective Date, each of the Defendants shall be deemed to have, and by

operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged

the Released Claims (including Unknown Claims) against the Plaintiffs, Plaintiffs' Counsel, and any

2

and all claims arising out of, relating to, or in connection with the institution, prosecution, assertion,

settlement, or resolution of the Action against Plaintiffs and Plaintiffs' Counsel. Nothing herein shall

in any way impair or restrict the rights of any Settling Party to enforce the terms of the Stipulation.

9. Upon the Effective Date, INTL and INTL shareholders, on behalf of themselves and/or

itself and each of their/its predecessors, successors, parents, subsidiaries, affiliates, custodians, agents,

assigns, representatives, heirs, estates, executors, trusts, trustees, trust beneficiaries, administrators,

spouses, marital communities, and immediate family members, shall be deemed to have, and by

operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged

all Released Claims and will be forever barred and enjoined from commencing, instituting, or

prosecuting any of the Released Claims. Nothing herein shall in any way impair or restrict the rights

of any Settling Party to enforce the terms of the Stipulation.

10. Upon the Effective Date, each of the Individual Defendants shall be deemed to have,

and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and

discharged INTL and INTL shareholders from all claims or demands relating to or arising out of, or

connected with the institution, prosecution, assertion, settlement, or resolution of the Derivative

Claims, Direct Claims, and/or the Released Claims. Nothing herein shall in any way impair or restrict

the rights of any Settling Party to enforce the terms of the Stipulation.

11. The Court finds that the Notice provided to the Current INTL Shareholders and the

Settlement Class pursuant to the Preliminary Approval Order, provides the best notice practicable

under the circumstances of these proceedings and of the matters set forth therein, including the

Settlement set forth in the Stipulation, to all Persons entitled to such notice, and said Notice satisfied

the requirements of Missouri law and due process.

12. The Court finds that during the course of the Action the Settling Parties and their

respective counsel at all times acted professionally and in compliance with Missouri Rule of Civil

3

Procedure 55.03 and Federal Rule of Civil Procedure 11, and all other similar statutes or court rules

with respect to any claims or defenses in the Action.

13. The sum of $500,000 for the Fee and Expense Amount including the sum of $10,000

for the Incentive Awards are hereby approved. INTL shall, or shall cause their insurers to transfer the

Fee and Expense Amount to Plaintiffs' Counsel in accordance with the terms and conditions set forth in

the Stipulation.

14. Neither the Stipulation nor the Settlement, nor any act performed or document executed

pursuant to or in furtherance of the Stipulation or the Settlement: (i) is or may be deemed to be or may

be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing

or liability of the Individual Defendants; or (ii) is or may be deemed to be or may be used as an

admission of, or evidence of, any fault or omission of any of the Individual Defendants in any civil,

criminal, or administrative proceeding in any court, administrative agency, or other tribunal. The

Released Persons may file the Stipulation and/or the Judgment in any action that may be brought

against them in order to support a defense or counterclaim based on principles of res judicata,

collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of

claim preclusion or issue preclusion or similar defense or counterclaim.

15. Without affecting the finality of this Judgment in any way, this Court hereby retains

continuing jurisdiction over: (i) implementation of the Settlement; and (ii) the Settling Parties for the

purpose of construing, enforcing, and administering the Stipulation and the Settlement, including, if

necessary, setting aside and vacating this Judgment, on motion of a party, to the extent consistent with

and in accordance with the Stipulation if the entry of the Judgment fails to occur in accordance with

the Stipulation.

16. If for any reason any of the conditions of paragraph 6.1 of the Stipulation does not

occur, or if the Stipulation is in any way canceled, terminated, or fails to become Final in accordance

4

with its terms, all Settling Parties and Released Persons shall be restored to their respective positions in

the Action on the date immediately prior to the execution date of the Stipulation (and the Settling

Parties shall meet and confer in good faith to discuss the resumption and schedule of further

proceedings). In such event, the terms and provisions of the Stipulation shall be null and void and of

no force and effect, unless the Settling Parties' counsel mutually agree in writing otherwise, and the

Stipulation shall not be deemed to constitute an admission of fact by any of the Settling Parties, and

neither the existence of the Stipulation nor its contents, shall be admissible in evidence or be referred

to for any purposes in the Action or in any litigation or judicial proceeding.

17. This Judgment is a final, appealable judgment and should be entered forthwith by the

Clerk in accordance with Missouri Supreme Court Rule 74.03.

IT IS SO ORDERED.

DATED:

THE HONORABLE THOMAS C. FINCHAM CIRCUIT COURT JUDGE

820810

5 - -

IN THE CIRCUIT COURT OF PLATTE COUNTY, MISSOURI

In re FCSTONE GROUP, INC. SHAREHOLDER DERIVATIVE & CLASS ACTION LITIGATION

Lead Case No. 08AE-CV02785

This Document Related To:

All Actions

Judge: Honorable Thomas Fincham

ENTRY OF JUDGMENT

Judgment approving the settlement in this case as fair adequate and reasonable for the reasons

stated at the hearing held on , 2014 is hereby entered for purposes of Rule 74.03 of the

Missouri Rules of Civil Procedure on , 2014.

* * *

ORDER

IT IS SO ORDERED.

DATED: THE HONORABLE THOMAS C. FINCHAM CIRCUIT COURT JUDGE

912298