Form of Director Indemnification Agreement

Exhibit 10.9

INDEMNIFICATION AGREEMENT


THIS AGREEMENT is made this day of , 2004, between FCStone Group, Inc., an Iowa corporation (the " Company" ), and (the " Indemnitee" ).


WHEREAS, it is important to the Company to attract and retain as directors and officers the most capable persons available; and


WHEREAS, as amended the Articles of Incorporation, as amended (the " Articles" ) and the Bylaws of the Company (the " Bylaws" ) provide for the indemnification of the directors, officers, employees and agents of the Company as authorized by I.C. a7a7 490.851 and 490.856 of the Iowa Business Corporation Act (the " State Statutes" ); and


WHEREAS, such Articles, Bylaws and the State Statutes specifically provide that they are not exclusive, and thereby contemplate that contracts may be entered into between the Company and its directors and officers with respect to indemnification of such directors and officers; and


WHEREAS, in accordance with the authorization provided by the Articles, the Bylaws and the State Statutes, the Company has purchased and presently maintains a policy or policies of Directors and Officers Liability Insurance (" D&O Insurance" ), covering certain liabilities which may be incurred by its directors and officers in the performance of their services for the Company; and


WHEREAS, in order to resolve such questions and thereby induce the Indemnitee to agree to serve or continue to serve as a director and/or officer of the Company, the Company has determined and agreed to enter into this contract with the Indemnitee;

NOW, THEREFORE, in consideration of the premises and of Indemnitee' s agreeing to serve or continuing to serve as a director and/or officer of the Company, the parties hereto agree as follows:


1. Indemnity . The Company hereby agrees to hold harmless and indemnify the Indemnitee to the full extent permitted by law:

(a) Against any and all expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection therewith) actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the Indemnitee is, was or at any time becomes a director, officer, employee, agent or fiduciary of the Company, or is or


1

was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other entity or enterprise, or by reason of anything done or not done by Indemnitee in any such capacity, whether prior to or subsequent to the date of this Agreement; and


(b) Against any and all expenses (including attorneys' fees) actually and reasonably incurred by the Indemnitee in serving or preparing to serve as a witness or other participant in any threatened, pending or completed action, suit or proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, if Indemnitee is such a witness or participant by reason of the fact that the Indemnitee is, was or at any time becomes a director, officer, employee, agent or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other entity or enterprise.


2. Specific Limitations on Indemnity . Indemnitee shall not be entitled to indemnification under this Agreement:


(a) In respect to remuneration paid to or advantage gained by the Indemnitee if it shall be determined by a final judgment or other final adjudication that the Indemnitee was not legally entitled to such remuneration or advantage;


(b) On account of the Indemnitee' s conduct which is determined by a final judgment or other final adjudication to have been knowingly fraudulent, deliberately dishonest or willful misconduct;


(c) Prior to a Change in Control (as defined in Section 4(e)), in respect of any action, suit or proceeding initiated by the Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such action, suit or proceeding, except (i) as set forth in Section 12(b) hereof, (ii) in respect of any counterclaims made against Indemnitee in any such action, suit or proceeding, and (iii) to the extent Indemnitee seeks contribution or apportionment of an award or settlement against Indemnitee and against the Company and/or any other director or officer of the Company;


(d) On account of any matter determined by a final judgment or other final adjudication to be a violation by the Indemnitee of the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the " Act" ), or the rules and regulations promulgated thereunder, as amended from time to time; or


(e) With respect to any matter if it shall be determined by a final judgment or other final adjudication that such indemnification is not lawful.


3. Advance of Expenses and Payment of Indemnification . Upon the written request of Indemnitee, expenses that are subject to indemnification under this Agreement shall be advanced by the Company within five (5) business days of receipt of such request. Subject to Section 4(a), indemnification shall be made under this

2

Agreement no later than sixty (60) days after receipt by the Company of the written request of Indemnitee, which written request shall identify the judgments, fines, penalties and amounts paid in settlement that are subject to indemnification under this Agreement and for which indemnification is requested. A written request shall be deemed received three days after the date postmarked if sent by prepaid mail properly addressed to the Company at the address set forth in Section 11(a) hereof.

4. Determination of Indemnification .

(a) Notwithstanding any other provision of this Agreement (i) the obligations of the Company under Section 1 shall be subject to the condition that the Reviewing Party shall have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 4(c) is involved) that Indemnitee would be permitted to be indemnified under this Agreement, (ii) the obligation of the Company to make an expense advance pursuant to Section 3 shall be subject to the condition that, if, when and to the extent that it is finally determined that Indemnitee would not be permitted to be indemnified for such expenses under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees and undertakes to reimburse the Company) for all such amounts theretofore paid, and (iii) the obligation of the Company to make an expense advance pursuant to Section 3 shall be made without regard to the Indemnitee' s ability to repay the amount advanced and without regard to the Indemnitee' s ultimate entitlement to indemnification under this Agreement or otherwise. Indemnitee' s obligation to reimburse the Company for expense advances shall be unsecured and no interest shall be charged thereon.

(b) The Reviewing Party shall be selected by the Board of Directors, provided, however, that if there has been a Change in Control (other than a Change in Control which has been approved by a majority of the Company' s Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4(c). If there has been no determination by the Reviewing Party within the sixty (60) day period referred to in Section 3, the Reviewing Party shall be deemed to have made a determination that it is permissible to indemnify Indemnitee under this Agreement.


(c) The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company' s Board of Directors who were directors immediately prior to such Change in Control) then Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) and such Independent Legal Counsel shall determine whether the director or officer is entitled to indemnification for expenses, judgments, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection therewith) under this Agreement or any other agreement or the Articles or Bylaws of the Company now or hereafter in effect relating to indemnification. Such Independent Legal Counsel shall render its written opinion to the Company and Indemnitee as to whether and to what extent the I ...