First Amendment To Unsecured Revolving Subordinated Note

Exhibit 10.23


FIRST AMENDMENT

TO

UNSECURED REVOLVING SUBORDINATED NOTE


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

RECITALS

A. Whereas, Deere agreed to provide Borrower a loan of $5,000,000 and Borrower and Deere entered into a Revolving Subordinated Note in the amount of $5,000,000,dated as of November 21, 2002, evidencing said loan.

B. The Borrower has requested an increase of $2,000,000 in the loan facility and Deere has approved this request so that the parties hereto desire to amend the Note to provide for an increase in the amount that Deere agrees to lend to Borrower from $5,000,000 to $7,000,000.


NOW, THEREFORE , for good and valuable consideration, the receipt of which is hereby acknowledged, including the mutual promises and agreements contained herein, the parties hereto hereby agree as follows:


1. Definitions . Capitalized terms used herein without definition shall have the definition given to them in the Unsecured Revolving Subordinated Note, herein referenced above, or as defined by other transaction documents referenced therein, as may be amended, if so defined therein.

2. Amendments to Unsecured Revolving Subordinated Note . The parties hereto agree that the Note shall be amended as follows:

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