0000950130-10-000142 Sample Contracts

AGREEMENT OF LEASE between PARK AVENUE PLAZA OWNER LLC, Landlord and MF GLOBAL INC. Tenant March , 2010 PREMISES: Park Avenue Plaza 55 East 52nd Street New York, New York 10022
Agreement of Lease • May 28th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

AGREEMENT OF LEASE made as of this day of March, 2010 between PARK AVENUE PLAZA OWNER LLC, having an office at c/o FISHER BROTHERS, 299 Park Avenue, New York, New York 10171 (herein called “Landlord”) and MF GLOBAL INC., a Delaware corporation, having an office at 717 Fifth Avenue, New York, New York 10022 (herein called “Tenant”).

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AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT dated as of May 27, 2010 between MF GLOBAL HOLDINGS LTD. and Computershare Trust Company, N.A.
Rights Agreement • May 28th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services

AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT, dated as of May 27, 2010 (this “Amendment”), between MF Global Holdings Ltd., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated July 9, 2007, as previously amended by Amendment No. 1 to the Rights Agreement, dated May 20, 2008, and as further amended by Amendment No. 2 to the Rights Agreement, dated January 4, 2010 (said agreement, as amended, the “Agreement”).

SUBLEASE between SWISS RE FINANCIAL SERVICES CORPORATION, Sublandlord and MF GLOBAL INC., Subtenant ENTIRE RENTABLE AREA OF THIRTY-NINTH AND FORTIETH FLOORS PARK AVENUE PLAZA
Sublease • May 28th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

AGREEMENT OF SUBLEASE (“Sublease”) made as of March 1, 2010 (the “Effective Date”), between SWISS RE FINANCIAL SERVICES CORPORATION, a Delaware corporation, having an office at 55 East 52nd Street, New York, NY 10055 (“Sublandlord”) and MF GLOBAL INC., a Delaware corporation, having an office at 717 Fifth Avenue, New York, NY 10022 (“Subtenant”).

MF GLOBAL HOLDINGS LTD. SHARE OPTION AWARD AGREEMENT
Share Option Award Agreement • May 28th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

This Agreement (this “Agreement”) sets forth the terms and conditions of the award (this “Award”) granted to the recipient set forth in Section 2 of this Agreement (the “Grantee”) by MF Global Holdings Ltd., a Delaware corporation (the “Company”), of an option (this “Option”) to purchase shares of common stock of the Company, par value U.S. $1.00 per share (the “Shares”), on the terms and conditions set forth herein.

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