Exhibit 10.35


 


AGREEMENT AND PLAN OF MERGER


 


This AGREEMENT AND PLAN OF MERGER, dated as
of [             ],
2005 (this “Agreement”), is among Thomas H. Lee Equity (Cayman) Fund V,
L.P., a Delaware limited partnership (“Stockholder”), THL Refco Blocker
Corp. III, a Delaware corporation and a direct, wholly-owned subsidiary of Stockholder
(“Merger Co.”), and Refco Inc., a Delaware corporation (the “Company”).


 


WHEREAS, Merger Co. is an indirect holder of
Class A Common Units of New Refco Group Ltd., LLC, a Delaware limited liability
company (“Refco Group”);


 


WHEREAS, the Company intends to undertake an
initial public offering of its equity interests at a time when it is the sole
owner of all of the outstanding interests in Refco Group, and in connection
therewith, the holders of the membership interests in Refco Group desire to
contribute or otherwise transfer their membership interests in Refco Group to
the Company (the “Reorganization”), in order that Refco Group may become
a direct wholly-owned subsidiary of the Company and the Company may effectuate
the initial public offering through an offering of its common stock to the
public (the “Offering”);


 


WHEREAS, in connection with the
Reorganization, the parties hereto desire that Merger Co. be merged with and into
the Company (the “Merger”), with Stockholder receiving common stock, par
value $0.001 per share, of the Company, as the surviving corporation in the
Merger (“Surviving Corporation Common Stock”) in exchange for the
capital stock of Merger Co. in the Merger;


 


WHEREAS, the Board of Directors of the
Company has declared a dividend to the holders of record of the Surviving
Corporation Common Stock immediately following the Reorganization in an
aggregate amount equal to the proceeds, if any, received by the Company in
connection with the exercise by the underwriters in the Offering of their
option to purchase up to an additional [3,750,000] shares of common stock of
the Company;


 


WHEREAS, the respective Boards of Directors
of the Company and Merger Co. have approved and declared advisable this
Agreement and the Merger, on the terms and subject to the conditions provided
for in this Agreement;


 


WHEREAS, for federal income tax purposes, it
is intended that the Merger shall qualify as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder, and that this Agreement
constitutes a plan of reorganization; and


 


WHEREAS, immediately following the execution
and delivery of this Agreement, each of Stockholder,
as the sole stockholder of Merger Co., and Refco Group, as the sole stockholder
of the Company, will execute and deliver a written consent approving this
Agreement (the “Merger Co. Stockholder Approval” and the “Company
Stockholder Approval”, respectively).


 





















 


NOW, THEREFORE, in consideration of the
representations, warranties, covenants and agreements contained in this
Agreement, and intending to be legally bound hereby, Stockholder, Merger Co. and
the Company hereby agree as follows:


 


ARTICLE I



The Merger


 


Section 1.1.         The Merger.  Upon the terms and subject to the conditions
set forth in this Agreement, and in accordance with the General Corporation Law
of the State of Delaware (the “DGCL”), at the Effective Time (as defined
below) Merger Co. shall be merged with and into the Company, and the separate
corporate existence of Merger Co. shall thereupon cease, and the Company shall
be the surviving corporation in the Merger (the “Surviving Corporation”).


 


Section 1.2.         Closing.  The closing of the Merger (the “Closing”)
shall take place at 10:00 a.m. (New York City time) on the date of the
satisfaction or waiver of the conditions to closing set forth in Article V
(the “Closing Date”), at the offices of Weil, Gotshal & Manges LLP,
767 Fifth Avenue, New York, New York 10153, unless another time, date or place
is agreed to by the parties hereto.


 


Section 1.3.         Effective Time.  Subject to the provisions of this Agreement, as
soon as practicable on the Closing Date the parties shall file with the
Secretary of State of the State of Delaware a certificate of merger, executed
in accordance with the relevant provisions of the DGCL (the “Certificate of
Merger”).  The Merger shall become
effective upon the filing of the Certificate of Merger or at such later time as
is agreed to by the parties hereto and specified in the Certificate of Merger
(the time at which the Merger becomes effective is herein referred to as the “Effective
Time”).


 


Section 1.4.         Effects of the
Merger.  The Merger shall have
the effects set forth in the DGCL. 
Without limiting the generality of the foregoing, and subject thereto,
at the Effective Time, all the properties, rights, privileges, powers and
franchises of the Company and Merger Co. shall vest in the Surviving
Corporation, and all debts, liabilities and duties of the Company and Merger Co.
shall become the debts, liabilities and duties of the Surviving Corporation.


 


Section 1.5.         Certificate of
Incorporation and By-laws of the Surviving Corporation.


 


(a)           The Amended and Restated Certificate
of Incorporation of the Company, as in effect immediately prior to the
Effective Time, shall be the certificate of incorporation of the Surviving
Corporation until thereafter amended as provided therein or by applicable law.


 


(b)           The bylaws of Company, as in effect
immediately prior to the Effective Time, shall be the bylaws of the Surviving
Corporation until thereafter amended as provided therein or by applicable law.


 


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Section 1.6.         Directors and
Officers of the Surviving Corporation.


 


(a)           The directors of the Company
immediately prior to the Effective Time shall be the directors of the Surviving
Corporation immediately following the Effective Time, to serve as such until
their respective successors are duly elected or appointed and qualified or
their earlier death, resignation or removal in accordance with the certificate
of incorporation and bylaws of the Surviving Corporation.


 


(b)           The officers of the Company
immediately prior to the Effective Time shall be the officers of the Surviving
Corporation until their respective successors are duly appointed and qualified
or their earlier death, resignation or removal in accordance with the
certificate of incorporation and bylaws of the Surviving Corporation.


 


ARTICLE II



Effect of the Merger on the Capital Stock of the

Constituent Corporations


 


Section 2.1.         Effect on Capital
Stock.  At the Effective Time,
by virtue of the Merger and without any action on the part of the holder of any
shares of common stock, par value $0.001 per share, of the Company (“Company
Common Stock”), or any shares of capital stock of Merger Co.:


 


(a)           Conversion of Capital Stock of
Merger Co.


 


(i)            All of the issued and outstanding
shares of common stock, par value $0.01 per share, of Merger Co. (“Merger
Co. Common Stock”) shall together be converted into and become an aggregate
of [                ]
validly issued, fully paid and nonassessable shares of Surviving Corporation
Common Stock, which shall be distributed to the holders of such Merger Co.
Common Stock pro rata based on such holder’s percentage ownership of Merger Co.
Common Stock immediately prior to the Merger.


 


(ii)            All of the issued
and outstanding shares of preferred stock, par value $0.01 per share, of Merger
Co. (“Merger Co. Preferred Stock”) shall together be converted into and
become (i) an aggregate of [               ]
validly issued, fully paid and nonassessable shares of Surviving Corporation
Common Stock, plus (ii) an aggregate of [               ]
in cash, plus (iii) the Tax Receivable Reimbursement Right, each which shall be distributed to the holders of such
Merger Co. Preferred Stock pro rata based on such holder’s percentage ownership
of Merger Co. Preferred Stock immediately prior to the Merger. For purposes of
this Agreement, the “Tax Receivable Reimbursement Right” shall mean the right
to receive payments from the Surviving Corporation of any amounts received (or
deemed received) by the Surviving Corporation in respect of any and all
federal, state or local income tax refunds owed to the Surviving Corporation
(as the successor by merger to Merger Co.) in respect of the income or
operations of Merger Co. for all periods ending on or prior to the Effective
Time.  Payments shall be made by the
Surviving Corporation to each holder of the Tax Receivable Reimbursement Right
each time that (i) the Surviving Corporation receives payment of a federal,
state or local income tax refund, which refund is included in the definition of
the Tax Receivable Reimbursement Right and (ii) the tax liability of the
Surviving Corporation is reduced on account of such a refund.  The Surviving Corporation agrees to use its
commercially reasonable efforts to apply for and obtain all tax refunds for
which a payment in respect of the Tax Receivable Reimbursement Right would be
payable.


 


 


(b)           Company Common Stock. Each
share of Company Common Stock shall remain outstanding as one validly issued,
fully paid and nonassessable share of Surviving Corporation Common Stock.


 


Section 2.2.          Stock
Certificates in Surviving Corporation.  Upon presentation by Stockholder of stock
certificates representing the Merger Co. Common Stock and Merger Co. Preferred
Stock for cancellation, the Surviving Corporation shall issue three stock
certificates to Stockholder in respect of the Surviving Corporation Common
Stock to be issued to Stockholder pursuant to Section 2.1, the amount of each
such stock certificate to be as set forth on Exhibit A attached hereto.


 


 


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ARTICLE III



Representations and Warranties of the Company 


 


The Company represents and warrants to Stockholder
and Merger Co. as follows:


 


Section 3.1.         Organization,
Standing and Corporate Power.


 


(a)           The Company is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Delaware and has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.


 


Section 3.2.         Authority;
Noncontravention; Voting Requirements.


 


(a)           The Company has all necessary
corporate power and authority to execute and deliver this Agreement and,
subject to obtaining the Company Stockholder Approval, to perform its
obligations hereunder and to consummate the Merger.  The execution, delivery and performance by
the Company of this Agreement, and the consummation of the Merger, have been
duly authorized and approved by its Board of Directors, and except for
obtaining the Company Stockholder Approval for the adoption of this Agreement,
no other corporate action on the part of the Company is necessary to authorize
the execution, delivery and performance by the Company of this Agreement and
the consummation by it of the Merger. 
This Agreement has been duly executed and delivered by the Company and,
assuming due authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except that such
enforceability (i) may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other similar laws of general
application affecting or relating to the enforcement of creditors’ rights
generally and (ii) is subject to general principles of equity, whether
considered in a proceeding at law or in equity (the “Bankruptcy and Equity
Exception”).


 


(b)           Neither the execution and delivery of
this Agreement by the Company nor the consummation by the Company of the Merger,
nor compliance by the Company with any of the terms or provisions hereof, will
(i) conflict with or violate any provision of the Amended and Restated Certificate
of Incorporation or bylaws of the Company or (ii) violate any law, judgment,
writ or injunction of any governmental authority applicable to the Company or
any of its properties or assets.  Except
for the Company Stockholder Approval, no consent, waiver, approval, order,
permit or authorization of, or declaration or filing with, or notification to,
any person or governmental body is required on the part of the Company in
connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.


 


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Section 3.3.         Issuance of
Surviving Corporation Common Stock; Capitalization of the Surviving Corporation.  The Surviving Corporation Common Stock to be
issued as a result of the Merger has been duly authorized and, when issued as
contemplated by this Agreement, will be validly issued, fully paid and
nonassessable.  After giving effect to
the Reorganization and the Offering, the capitalization of the Surviving
Corporation will be as set forth in the prospectus filed by the Company with
the Securities and Exchange Commission with respect to the Offering.


 


ARTICLE IV



Representations and Warranties of Merger Co. and Stockholder


 


Merger Co. and Stockholder, jointly and
severally, represent and warrant to the Company as follows:


 


Section 4.1.         Organization,
Standing and Corporate Power.


 


(a)           Merger Co. is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Delaware and has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.


 


(b)           Stockholder is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite limited partnership power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby.


 


Section 4.2.         Merger Co. Authority;
Noncontravention.


 


(a)           Merger Co. has all necessary
corporate power and authority to execute and deliver this Agreement and,
subject to obtaining the Merger Co. Stockholder Approval, to perform its
obligations hereunder and to consummate the Merger.  The execution, delivery and performance by Merger
Co. of this Agreement, and the consummation of the Merger, have been duly
authorized and approved by its sole director, and except for obtaining the Merger
Co. Stockholder Approval for the adoption of this Agreement, no other corporate
action on the part of Merger Co. is necessary to authorize the execution,
delivery and performance by Merger Co. of this Agreement and the consummation
by it of the Merger.  This Agreement has
been duly executed and delivered by Merger Co. and, assuming due authorization,
execution and delivery hereof by the other parties hereto, constitutes a legal,
valid and binding obligation of Merger Co, enforceable against Merger Co in
accordance with its terms, except that such enforceability may be limited by
the Bankruptcy and Equity Exception.


 


(b)           Neither the execution and delivery of
this Agreement by Merger Co. nor the consummation by Merger Co. of the Merger,
nor compliance by Merger Co. with any of the terms or provisions hereof, will
(i) conflict with or violate any provision of the Amended and Restated Certificate
of Incorporation or bylaws of the Merger Co. or (ii) violate any law, judgment,
writ or injunction of any governmental authority


 


5





















 


applicable to Merger Co. or any
of its properties or assets.  Except for
the Merger Co. Stockholder Approval, no consent, waiver, approval, order,
permit or authorization of, or declaration or filing with, or notification to,
any person or governmental body is required on the part of Merger Co. in
connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.


 


Section 4.3.         Stockholder
Authority; Noncontravention.


 


(a)           Stockholder
has all necessary limited partnership power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery and
performance by Stockholder of this Agreement have been duly authorized and
approved by its general partner and no other action on the part of the general
partner of Stockholder is necessary to authorize the execution, delivery and
performance by Stockholder of this Agreement and the consummation by it of the
transactions contemplated hereby.  This
Agreement has been duly executed and delivered by Stockholder and, assuming due
authorization, execution and delivery hereof by the other parties hereto, constitutes
a legal, valid and binding obligation of Stockholder, enforceable against
Stockholder in accordance with its terms, except that such enforceability may
be limited by the Bankruptcy and Equity Exception,


 


(b)           Neither the execution and delivery of
this Agreement by Stockholder nor compliance by Stockholder with any of the
terms or provisions hereof, will (i) conflict with or violate any provision of
the limited partnership agreement of Stockholder or (ii) violate any law,
judgment, writ or injunction of any governmental authority applicable to
Stockholder or any of its properties or assets. 
No consent, waiver, approval, order, permit or authorization of, or
declaration or filing with, or notification to, any person or governmental body
is required on the part of Stockholder in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby.


 


Section 4.4.         Capitalization.


 


(a)           The authorized capital stock of
Merger Co. consists of 100 shares of Merger Co. Common Stock and 900 shares of Merger
Co. Preferred Stock.  As of the date
hereof, there are, and as of the Closing Date, there will be, 100 shares of
Merger Co. Common Stock issued and outstanding, and 900 shares of Merger Co.
Preferred Stock issued and outstanding, all of which are owned of record and
beneficially by Stockholder, and no shares of Merger Co. Common Stock or Merger
Co. Preferred Stock are held by Merger Co. as treasury stock.  All of the issued and outstanding shares of Merger
Co. Common Stock and Merger Co. Preferred Stock were duly authorized for
issuance and are validly issued, fully paid and non-assessable.


 


(b)           Except as set forth in Section
4.4(a) above, Merger Co. has no authorized, issued and outstanding or
reserved capital stock and there is no existing option, warrant, call, right,
or contract of any character to which Merger Co. is a party requiring, and
there are no securities of Merger Co. outstanding which upon conversion or
exchange would require, the issuance of any shares of capital stock of Merger
Co. or


 


6





















 


other securities convertible
into, exchangeable for or evidencing the right to subscribe for or purchase
shares of capital stock of Merger Co.  Merger
Co. is not a party to any voting trust or other contract with respect to the
voting, redemption, sale, transfer or other disposition of the Merger Co.
Common Stock or Merger Co. Preferred Stock.


 


Section 4.5.         Operations of
Merger Co.  Merger Co. was
formed solely for the purpose of holding a general partnership interest in THL
Refco Acquisition Partners III, a Delaware partnership formed solely for the
purpose of (and that has conducted no activities other than) holding membership
interests in Refco Group.  Merger Co. has
engaged in no business other than as set forth in this Section 4.5, has
no liabilities, and has conducted its operations solely as contemplated hereby.


 


Section 4.6.         Investment Intent
and Eligibility. 
Stockholder is an “accredited investor” within the meaning of
Rule 501(a) under Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities Act”) by the Securities and Exchange
Commission.  The Surviving Corporation
Common Stock to be acquired by Stockholder pursuant to this Agreement is being
acquired for Stockholder’s own account, not as a nominee or agent for any other
person and without a view to the distribution of such Surviving Corporation
Common Stock or any interest therein in violation of the Securities Act or any
state securities laws.


 


ARTICLE V



Conditions Precedent


 


Section 5.1.         Conditions to Each Party’s
Obligation to Effect the Merger.  The
respective obligations of each party hereto to effect the Merger shall be
subject to the satisfaction on or prior to the Closing Date of the following
conditions:


 


(a)           Company Stockholder Approval.  The Company Stockholder Approval shall have
been obtained in accordance with applicable law and the Amended and Restated Certificate
of Incorporation and bylaws of the Company.


 


(b)           Merger Co. Stockholder Approval.  The Merger Co. Stockholder Approval shall
have been obtained in accordance with applicable law and the Amended and
Restated Certificate of Incorporation and bylaws of Merger Co.


 


ARTICLE VI



Indemnification


 


Section 6.1.         Obligation to
Indemnify.


 


(a)           Following the Closing, the Company
hereby agrees to save, indemnify and hold harmless Stockholder from and
against, and in respect of, and shall on demand reimburse Stockholder for all
loss, liability, claim, damage, deficiency, injury and all costs and expenses
(including all attorney fees and other defense costs)


 


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(collectively “Losses”)
suffered or incurred by Stockholder in respect of any misrepresentation or
breach of warranty by the Company contained in this Agreement.


 


(b)           Following the Closing, Stockholder hereby
agrees to save, indemnify, and hold harmless the Company from and against, and
in respect of, and shall on demand reimburse the Company for all Losses
suffered or incurred by the Company in respect of any misrepresentation or
breach of warranty by Stockholder or Merger Co. contained in this Agreement.


 


(c)           The representations and warranties
contained in this Agreement shall survive the Merger.


 


ARTICLE VII


 


Miscellaneous


 


Section 7.1.         Entire Agreement.  This Agreement and the other documents
referred to herein represent the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof.


 


Section 7.2.         Amendments and
Waivers.  This Agreement can
be amended, supplemented or changed, and any provision hereof can be waived,
only by written instrument making specific reference to this Agreement signed
by the party against whom enforcement of any such amendment, supplement,
modification or waiver is sought.  No
action taken pursuant to this Agreement, including any investigation by or on
behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, or agreement contained herein. 
The waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a further or continuing waiver
of such breach or as a waiver of any other or subsequent breach.  No failure on the part of any party to
exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
such right, power or remedy by such party preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.


 


Section 7.3.         Binding Effect;
Assignment.  This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns. 
Nothing in this Agreement shall create or be deemed to create any third
party beneficiary rights in any person or entity not a party to this Agreement
except as expressly contemplated by this Agreement.  No assignment of this Agreement or of any
rights or obligations hereunder may be made by any of the parties hereto
without the prior written consent of the other parties and any attempted
assignment without the required consents shall be void.  No assignment of any obligations hereunder shall
relieve the parties hereto of any such obligations.


 


Section 7.4.         Counterparts.  This Agreement may be executed in any number
of counterparts, each of which will be deemed to be an original copy of this


 


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Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.


 


Section 7.5.         Governing Law; Jurisdiction;
Waiver of Jury Trial.  This
Agreement, and all claims or causes of action (whether in contract or tort)
that may be based upon, arise out of or relate to this Agreement or the
negotiation, execution or performance of this Agreement (including any claim or
cause of action based upon, arising out of or related to any representation or
warranty made in or in connection with this Agreement), shall be governed by
and construed in accordance with the internal laws of the State of
Delaware.  Any action against any party
relating to the foregoing shall be brought in any federal or state court of
competent jurisdiction located within the State of Delaware, and the parties
hereto hereby irrevocably submit to the non-exclusive jurisdiction of any
federal or state court located within the State of Delaware over any such
action.  The parties hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection that
they may now or hereafter have to the laying of venue of any such action
brought in such court or any defense of inconvenient forum for the maintenance
of such action.


 


Section 7.6.         Notices.  All notices, requests and other communications
to any party hereunder shall be in writing and shall be deemed given if
delivered personally, facsimiled (which is confirmed) or sent by overnight
courier (providing proof of delivery) to the parties at the following
addresses:


 


If to Stockholder or Merger Co., to:


 


	
  c/o Thomas
  H. Lee Partners, L.P.

  	
   

  	
   

  
	
  100 Federal
  Street, 35th Floor

  	
   

  	
   

  
	
  Boston, MA
  02110

  
	
  Attention:

  	
   

  	
  Scott A.
  Schoen

  
	
   

  	
   

  	
  Scott
  Jaeckel

  
	
   

  	
   

  	
  George
  Taylor

  
	
  Facsimile:

  	
   

  	
  (617)
  227-3514

  
					



 


If to the Company, to:


 


	
  Refco Inc.

  	
   

  	
   

  
	
  One World
  Financial Center

  	
   

  	
   

  
	
  200 Liberty
  Street

  
	
  New York,
  New York 10281

  
	
  Attention:

  	
   

  	
  Chief
  Executive Officer

  
	
  Facsimile:

  	
   

  	
  (212)
  693-7686

  
					



 


or such other
address or facsimile number as such party may hereafter specify by like notice
to the other parties hereto.  All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 P.M. in the place of
receipt and such day is a business day in the place of receipt.


 


9





















 


Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.


 


Section 7.7.         Severability.  If any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced by any law or
public policy, all other terms or provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon
such determination that any term or other provision is invalid, illegal, or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest
extent possible.


 


 


[THE REMAINDER
OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


 


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IN WITNESS WHEREOF, the undersigned have
executed this Agreement and Plan of Merger as of the date first written above.


 


	
   

  	
  REFCO INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER


 





















 


	
   

  	
  THL REFCO BLOCKER CORP. III

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THOMAS H. LEE EQUITY(CAYMAN)

  FUND V, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  THL Equity Advisors V, LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Thomas H. Lee Partners, L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Thomas H. Lee Advisors, LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  
							



 


















Exhibit A