Shares Refco Inc. Common Stock UNDERWRITING AGREEMENTRefco Inc. • August 8th, 2005 • Security & commodity brokers, dealers, exchanges & services • New York
Credit Suisse First Boston LLC Goldman, Sachs & Co. Banc of America Securities LLC As Representatives of the Several Underwriters, c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of [ ], 2005 (this “Agreement”), is among Thomas H. Lee Parallel Fund V, L.P., a Delaware limited partnership (“Stockholder”), THL Refco Blocker Corp. II, a Delaware corporation and a direct, wholly-owned subsidiary of Stockholder (“Merger Co.”), and Refco Inc., a Delaware corporation (the “Company”).
ASSIGNMENT AND CONTRIBUTION AGREEMENTAssignment and Contribution Agreement • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This ASSIGNMENT AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2005, is entered into by and among Refco Inc., a Delaware corporation (“Holdings”), and the other persons or entities listed on the signature pages hereto (the “Contributing Holders”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Restricted Stock Agreement (this "Agreement") is made as of the day of , 2005 (the "Effective Date") between Refco Inc., a Delaware corporation (the "Company"), and the undersigned director (the "Grantee"). Certain capitalized terms used herein are defined in Section 7 hereof or the Refco Inc. 2005 Stock Incentive Plan (the "Plan").
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated , 2005 Among REFCO INC., NEW REFCO GROUP LTD., LLC AND THE OTHER PARTIES HERETOStockholders Agreement • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of , 2005, by and among (i) Refco Inc., a Delaware corporation ("Refco" or the "Company"), (ii) New Refco Group Ltd., LLC, a Delaware limited liability company ("Refco Group"), (iii) Refco Group Holdings, Inc., a Delaware corporation ("RGHI"), (iv) the Phillip R. Bennett Three Year Annuity Trust (the "Trust"), (v) the Affiliates of Thomas H. Lee Partners, L.P. as identified on the signature pages hereto (each, a "THL Holder" and collectively "THL"), (vi) the Limited Partners or Affiliates of Limited Partners who are parties to this Agreement (each a "THL Limited Partner"), (vii) the management employees of the Company who are identified on the signature pages hereto (the "Management Stockholders") and (viii) the independent directors of the Company signatory hereto. RGHI, the Trust, THL, and the THL Limited Partners are collectively referred to herein as the "Investors." The Investors and each other
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Restricted Stock Agreement (this "Agreement") is made as of the day of , 2005 (the "Effective Date") between Refco Inc., a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 7 hereof or the Refco Inc. 2005 Stock Incentive Plan (the "Plan").
