Directors

As previously reported, on September 30, 2009, pursuant to the terms of the Merger Agreement, the board of directors of International Assets was increased from seven members to 13 members. The six new members of the board were designated by FCStone and consisted of Paul G. Anderson, Brent Bunte, Jack Friedman, Daryl Henze, Bruce Krehbiel and Eric Parthemore. Each of them was a director of FCStone at the time of the Merger.

The seven continuing members of the board were Scott J. Branch, John M. Fowler, Robert A. Miller, Sean M. O'Connor, John Radziwill, Diego J. Veitia and Justin R. Wheeler. Each of them was a director of International Assets at the time of the Merger.

At a meeting of the board of directors of International Assets held on October 5, 2009, the directors approved the appointment of the members of the committees of the board of directors, as follows:

• Audit Committee: Daryl Henze (Chairman), Brent Bunte, Bruce Krehbiel, John Radziwill and Justin R. Wheeler

• Compensation Committee: John M. Fowler (Chairman), Jack Friedman, Robert
A. Miller, Eric Parthemore and John Radziwill

• Nominating and Governance Committee: John Radziwill (Chairman), Brent Bunte, Jack Friedman, Robert A. Miller and Justin R. Wheeler

Executive Officers

At a meeting of the board of directors of International Assets held on October 5, 2009, the directors approved the appointment of the following individuals as executive officers of International Assets:

• Paul G. Anderson was appointed President.

• William J. Dunaway was appointed Chief Financial Officer.

• Scott J. Branch was appointed Chief Operating Officer. He formerly served as the President of International Assets.

• Brian T. Sephton was appointed Chief Legal and Governance Officer. He formerly served as the Chief Financial Officer of International Assets.

The information regarding the background of Mr. Anderson and Mr. Dunaway required by Item 401(b), (d) and (e) and Item 404(a) of Regulation S-K, as well as information regarding the employment agreements of such persons, is set forth
(i) under the caption "Executive Officers of the Company" in Part I of FCStone's Annual Report on Form 10-K/A for the fiscal year ended August 31, 2008, filed with the Securities and Exchange Commission on May 12, 2009; (ii) under the caption "Executive Compensation and Related Matters" in FCStone's Proxy Statement, dated December 8, 2008, filed with the Securities and Exchange Commission on December 8, 2008, and (iii) under the caption "Interests of FCStone's Executive Officers and Directors in the Merger" in the joint proxy statement/prospectus, included in Part I of International Assets' Registration Statement on Form S-4 (Registration Statement No. 333-160832), filed with the Securities and Exchange Commission on August 14, 2009, and such information is incorporated herein by reference.

At a meeting of the board of directors of International Assets held on October 5, 2009, the directors approved the restatement of the certificate of incorporation of International Assets.

The Restated Certificate of Incorporation of International Assets is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit
  No.                               Description of Document

2.1          Agreement and Plan of Merger and Reorganization, dated as of July 1,
             2009, among International Assets Holding Corporation, International
             Assets Acquisition Corp., and FCStone Group, Inc. (incorporated by
             reference from Exhibit 2.1 to the Current Report on Form 8-K of the
             registrant filed on July 2, 2009)

3.1          Restated Certificate of Incorporation of International Assets Holding
             Corporation