Amendment No. 1 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMIumSJaDRtH3P1aM1moxMyhOHIbRTLF+06xzVx1A7a0FiiSW5b87bH4YvCHhHAA IMQPt1YjhfVTYGQOOQ+i/g== 0001193125-10-032131.txt : 20100216 0001193125-10-032131.hdr.sgml : 20100215 20100216150327 ACCESSION NUMBER: 0001193125-10-032131 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: FINANCIAL SERVICE OPPORTUNITIES L.P. GROUP MEMBERS: FSO GP L.P. GROUP MEMBERS: FSO GP LTD. GROUP MEMBERS: J. CHRISTOPHER FLOWERS GROUP MEMBERS: J.C. FLOWERS II-A L.P. GROUP MEMBERS: J.C. FLOWERS II-B L.P. GROUP MEMBERS: JCF ASSOCIATES II L.P. GROUP MEMBERS: JCF ASSOCIATES II LTD. GROUP MEMBERS: JCF ASSOCIATES II-A L.P. GROUP MEMBERS: JCF ASSOCIATES II-A LLC GROUP MEMBERS: JCF MFG HOLDCO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MF Global Holdings Ltd. CENTRAL INDEX KEY: 0001401106 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 980551260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83051 FILM NUMBER: 10606758 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 598-6200 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MF Global Ltd. DATE OF NAME CHANGE: 20070525 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J.C. Flowers II L.P. CENTRAL INDEX KEY: 0001441307 IRS NUMBER: 980494093 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 404 6800 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MF Global Holdings Ltd.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

55277J 108

(CUSIP Number)

c/o J.C. Flowers & Co. LLC

717 Fifth Avenue, 26^th Floor

New York, NY 10022

Attention: Sally A. Rocker, Esq.

Telephone: (212) 404- 6800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Gregory V. Gooding, Esq.

Telephone: (212) 909-6000

February 3, 2010

(Date of Event which Requires Filing Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person JCF MFG Holdco LLC S.S. or I.R.S. Identification No. of Above Person 27-1786728
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 12,000,000
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* 12,000,000
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 12,000,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 9.0%
(14)	Type of Reporting Person OO

*	See Item 5.

The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person J.C. Flowers II L.P. S.S. or I.R.S. Identification No. of Above Person 98-0494093
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 8,538,328
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 8,538,328
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 6.4%
(14)	Type of Reporting Person PN

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person J.C. Flowers II-B L.P. S.S. or I.R.S. Identification No. of Above Person 98-0500587
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 523,096
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 523,096
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 0.4%
(14)	Type of Reporting Person PN

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person JCF Associates II L.P. S.S. or I.R.S. Identification No. of Above Person 98-0494094
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 9,061,424
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 9,016,424
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 6.8%
(14)	Type of Reporting Person PN

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person JCF Associates II Ltd. S.S. or I.R.S. Identification No. of Above Person 98-0494097
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 9,061,424
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 9,061,424
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 6.8%
(14)	Type of Reporting Person OO

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person J.C. Flowers II-A L.P. S.S. or I.R.S. Identification No. of Above Person 98-0500592
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Alberta, Canada
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 538,576
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 538,576
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 0.4%
(14)	Type of Reporting Person PN

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person JCF Associates II-A L.P. S.S. or I.R.S. Identification No. of Above Person 20-5093556
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 12,000,000
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* 12,000,000
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 12,000,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 9.0%
(14)	Type of Reporting Person PN

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person JCF Associates II-A LLC S.S. or I.R.S. Identification No. of Above Person 20-5092853
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 12,000,000
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* 12,000,000
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 538,576
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 9.0%
(14)	Type of Reporting Person OO

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person Financial Service Opportunities L.P. S.S. or I.R.S. Identification No. of Above Person 98-0582926
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 2,400,000
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 2,400,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 1.8%
(14)	Type of Reporting Person PN

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person FSO GP L.P. S.S. or I.R.S. Identification No. of Above Person 98-0588172
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 2,400,000
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 2,400,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 1.8%
(14)	Type of Reporting Person PN

*	See Item 5.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person FSO GP Ltd. S.S. or I.R.S. Identification No. of Above Person 98-0588170
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 2,400,000
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -0-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 2,400,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 1.8%
(14)	Type of Reporting Person OO

*	See Item 5.

The calculation of the foregoing percentage is based on 131,647,222 shares of Common Stock (as The calculation of the foregoing percentage is based on 133,558,787 shares of Common Stock (as defined herein) outstanding, which is the sum of (i) 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock (as defined herein), calculated as of the date hereof.


CUSIP No. 55277J 108		Schedule 13D/A


(1)	Name of Reporting Person J. Christopher Flowers S.S. or I.R.S. Identification No. of Above Person
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
(3)	SEC Use Only
(4)	Source of Funds AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power* -0-
		(8)	Shared Voting Power* 12,000,000
		(9)	Sole Dispositive Power* -0-
		(10)	Shared Dispositive Power* -12,000,000-
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person* 12,000,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13)	Percent of Class Represented by Amount in Row (11)*^,± 9.0%
(14)	Type of Reporting Person IN

*	See Item 5.

Item 1.

Security and Issuer

This Amendment No. 1 to the Statement on Schedule 13D originally filed on July 28, 2008 (the “Statement”) relates to the Common Stock, par value $1.00 per share (“Common Stock”) of MF Global Holdings Ltd., a Delaware corporation, (the “Issuer”). The address of the principal executive office of the Issuer is 717 Fifth Avenue, New York, New York 10022.

The Reporting Persons (as defined below in Item 2) currently hold shares of 6% Cumulative Convertible Preferred Stock, Series A, par value $1.00 per share, of the Issuer (“Series A Preferred Stock”). Each share of Series A Preferred Stock (each a “Series A Preferred Share” and collectively, the “Series A Preferred Shares”) is convertible at any time at the option of the holder of such Preferred Share into a certain number of shares of Common Stock, with the precise number of shares of Common Stock issuable upon such conversion determined pursuant to the terms of the Certificate of Designations of 6% Cumulative Convertible Preferred Stock, Series A of MF Global Holdings Ltd., filed as Exhibit 7.05 hereto (the “Certificate of Designations”). Consequently, the Reporting Persons may be deemed to beneficially own the shares of Common Stock into which the Series A Preferred Shares held by the Reporting Persons are convertible.

Item 2.

Identity and Background

(a) This Statement is being filed on behalf of the following persons (collectively, the “Reporting Persons”): (i) JCF MFG Holdco LLC, a Delaware limited liability company ( “JCF MFG Holdco”); (ii) J.C. Flowers II L.P., a Cayman Islands exempted limited partnership (“JCF Fund II”); (iii) J.C. Flowers II-A L.P., an Alberta limited partnership (“JCF Fund II-A”); (iv) J.C. Flowers II-B L.P., a Cayman Islands exempted limited partnership (“JCF Fund II-B”); (v) Financial Service Opportunities L.P., a Cayman Islands exempted limited partnership (“FSO”, and together with JCF Fund II, JCF Fund II-A and JCF Fund II-B, the “JCF Funds”); (vi) JCF Associates II L.P., a Cayman Islands exempted limited partnership (“JCF II L.P.”); (vii) JCF Associates II Ltd., a Cayman Islands company (“JCF II Ltd.”); (viii) JCF Associates II-A L.P., a Delaware limited partnership and the sole manager of JCF MFG Holdco (“JCF II-A L.P.”); (ix) JCF Associates II-A LLC, a Delaware limited liability company (“JCF II-A LLC”); (x) FSO GP L.P., a Cayman Islands exempted limited partnership (“FSO L.P.”); (xi) FSP GP Ltd., a Cayman Islands company (“FSO Ltd.”) and (xii) Mr. J. Christopher Flowers, a natural person and citizen of the United States of America. The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is attached hereto as Exhibit 1.

(b) The address of the principal business and principal office of the Reporting Persons is c/o J.C. Flowers & Co. LLC, 717 Fifth Avenue, 26^th Floor, New York, New York 10022.

(c) JCF MFG Holdco is principally engaged in the business of acquiring, holding, owning, voting, selling, exchanging or otherwise disposing of the securities of MF Global Holdings Ltd. on behalf of each of the other Reporting Persons. Each of the JCF Funds is principally engaged in the business of making private equity and related investments. JCF II L.P. is principally engaged in the business of serving as the sole general partner of JCF Fund II and JCF Fund II-B. JCF II Ltd. is principally engaged in the business of serving as the sole general partner of JCF II L.P. JCF II-A L.P. is principally engaged in the business of serving as the sole general partner of JCF Fund II-A and as the sole manager of JCF MFG Holdco. JCF II-A LLC is principally engaged in the business of serving as the sole general partner of JCF II-A L.P. FSO L.P. is principally engaged in the business of serving as the sole general partner of FSO. FSO Ltd. is principally engaged in the business of serving as the sole general partner of FSO L.P. J. Christopher Flowers is the sole managing member of JCF II-A LLC and the sole director of JCF II Ltd. and FSO Ltd. and thus may be deemed to control JCF II-A LLC, JCF II Ltd. and FSO Ltd. and each entity directly or indirectly controlled by JCF II-A LLC, JCF II Ltd. and FSO Ltd.

(d) and (e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

(f) JCF Fund II, JCF Fund II-B, JCF II L.P., JCF II Ltd., FSO, FSO L.P. and FSO Ltd. are organized under the laws of the Cayman Islands. JCF Fund II-A is organized under the laws of Alberta, Canada. JCF MFG Holdco, JCF II-A L.P. and JCF II-A LLC are organized under the laws of Delaware. Mr. Flowers is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

On May 20, 2008, JCF Fund II entered into an Investment Agreement (the “Investment Agreement”) with MF Global Ltd., a Bermuda exempted company (“MFG Bermuda”), and on June 10, 2008, JCF Fund II entered into Amendment No.1 to the Investment Agreement with MFG Bermuda (the “Amendment” and, together with the Investment Agreement, the “Amended Investment Agreement”), wherein, among other things, (i) JCF Fund II agreed to purchase, or to cause its affiliates to purchase, not less than 1,500,000 and not more than 3,000,000 shares of MFG Bermuda’s preference shares, par value $1.00 per share, designated as 6% Cumulative Convertible Preference Shares, Series A (each a “MFG Series A Preference Share,” and collectively, the “MFG Bermuda Series A Preference Shares”) at a purchase price and liquidation preference of $100.00 per MFG Bermuda Series A Preference Share (the “Backstop Commitment”), and (ii) MFG Bermuda agreed to pay a fee in cash to JCF Fund II in exchange for the Backstop Commitment (the “Commitment Fee”). Prior to the Closing Date, MFG Bermuda had the right to issue and sell MFG Bermuda Series A Preference Shares or other securities in one or more private placements and/or offerings on terms no more favorable to the purchasers than those relating to the purchase pursuant to the Backstop Commitment.

Pursuant to the Amended Investment Agreement, MFG Bermuda agreed, in the event that prior to the first anniversary of the Closing Date it sold common stock, par value $1.00 per share, of MFG Bermuda (“MFG Bermuda Common Stock”) or securities convertible into or exercisable for MFG Bermuda Common Stock at a price less than $12.50 (subject to limited exceptions), to pay to JCF Fund II an amount (in cash or shares of MFG Bermuda Common Stock) reflecting the difference in pricing (a “Make-Whole Payment”). In addition, MFG Bermuda agreed, in the event that prior to the first anniversary of the Closing Date (or in any offering required under any future bank financings) it sold any other series of its preferred stock with a dividend rate above 5.45%, to adjust the dividend rate on the MFG Bermuda Series A Preference Shares beneficially owned by JCF Fund II or its affiliates so as to equal 110% of the dividend rate of such series of preference shares (an “Incremental Dividend Adjustment”). On June 25, 2008, as reported by MFG Bermuda on a Current Report on Form 8-K dated June 26, 2008, MFG Bermuda issued and sold (i) $150 million aggregate principal amount of its 9.00% Convertible Senior Notes due 2038 and (ii) $150 million in aggregate liquidation preference of its 9.75% Non-Cumulative Convertible Preference Shares, Series B. As a result of the issuance of these securities, MFG Bermuda agreed (a) to pay to JCF Fund II and its affiliates on the Closing Date, in the form of a reduction of the amount otherwise payable by JCF Fund II and its affiliates on such date, Make-Whole Payments (including an amount in respect of the overall terms on which these other securities were issued) in an aggregate amount of $36.3 million (the “July Make-Whole Amount”) and (b) to increase the dividend rate on the MFG Bermuda Series A Preference Shares held by JCF Fund II or its affiliates to 10.725% (the “July Incremental Dividend Adjustment”). These matters were memorialized in letter agreements between MFG Bermuda and JCF Fund II dated June 27, 2008 (the “June Letter Agreement”) and July 17, 2008 (the “July Letter Agreement”).

On July 18, 2008 (the “Closing Date”), pursuant to the Amended Investment Agreement, (i) JCF Fund II paid an aggregate purchase price of $106,729,100 to acquire 1,067,291 MFG Bermuda Series A Preference Shares, (ii) JCF Fund II-A paid an aggregate purchase price of $6,732,200 to acquire 67,322 MFG Bermuda Series A Preference Shares, (iii) JCF Fund II-B paid an aggregate purchase price of $6,538,700 to acquire 65,387 MFG Bermuda Series A Preference Shares and (iv) FSO paid an aggregate purchase price of $30,000,000 to acquire 300,000 MFG Bermuda Series A Preference Shares.

Such purchase price amounts were funded by (i) funds obtained from the respective JCF Fund’s equity partners pursuant to commitments made by such equity partners for the purpose of making private equity and related investments, (ii) the Commitment Fee, and (iii) the July Make-Whole Amount.

As reported by the Issuer on a Current Report on Form 8-K dated January 4, 2010, on January 4, 2010 (the “Effective MFG Domestication Date”), MFG Bermuda (i) changed its jurisdiction of incorporation from Bermuda to the State of Delaware, (ii) discontinued its existence as a Bermuda exempted company and continued its existence as a corporation organized in the State of Delaware and (iii) changed its legal name from MF Global Ltd. to MF Global Holdings Ltd. (such transaction, the “MFG Domestication”). In the MFG Domestication, (A) each share of MFG Bermuda Common Stock was automatically converted by operation of law, on a one-for-one basis, into a share of Common Stock and (B) each MFG Bermuda Series A Preference Share was automatically converted by operation of law, on a one-for-one basis, into a Series A Preferred Share. Consequently, immediately following the MFG Domestication, by operation of law, (1) JCF Fund II held of record 1,067,291 Series A Preferred Shares, (2) JCF Fund II-A held of record 67,322 Series A Preferred Shares, (3) JCF Fund II-B held of record 65,387 Series A Preferred Shares and (4) FSO held of record 300,000 Series A Preferred Shares.

On February 3, 2010 (the “Transfer Date”), (i) pursuant to the Amended and Restated Limited Liability Company Agreement of JCF MFG Holdco, dated as of February 3, 2010 (the “LLC Agreement”), by and among JCF II-A L.P., as the sole manager of JCF MFG Holdco, and the JCF Funds, as the members of JCF MFG Holdco, each of the JCF Funds transferred the Series A Preferred Shares held by it to JCF MFG Holdco in exchange for a pro rata interest in JCF MFG

Holdco and (ii) pursuant to the Transfer Agreement, dated as of February 3, 2010 (the “Transfer Agreement”), by and among JCF MFG Holdco, JCF Fund II and the Issuer, JCF MFG Holdco (x) agreed to be bound by all of the terms and conditions of Article IV of the Investment Agreement (and Article V of the Investment Agreement relevant thereto) with respect to the transferred Series A Preferred Shares, and (y) agreed to assume the rights and obligations of JCF Fund II under the Registration Rights Agreement (as defined below).

Under the LLC Agreement, JCF II-A L.P., as the sole manager of JCF MFG Holdco, has the exclusive power and authority to make decisions (including decisions regarding the disposition of the Series A Preference Shares) on behalf of JCF MFG Holdco; provided that JCF II-A, L.P., in its capacity as sole manager of JCF MFG Holdco, must consult with the JCF Funds, as members of JCF MFG Holdco, in advance with respect to the voting of the Series A Preferred Shares.

This Amendment No. 1 to the Statement is being filed (i) to reflect the transfer of direct beneficial ownership of the Series A Preferred Shares from the JCF Funds to JCF MFG Holdco; (ii) to reflect the transfer of dispositive power from the JCF Funds to JCF MFG Holdco and the person or persons who control JCF MFG Holdco and JCF II-A L.P. as sole manager of JCF MFG Holdco; and (iii) to add JCF MFG Holdco to the Reporting Persons that filed the original Statement.

The foregoing descriptions of the Investment Agreement, the Amendment, the June Letter Agreement, the July Letter Agreement, the Transfer Agreement and the LLC Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are incorporated by reference as Exhibit 7.01, Exhibit 7.02, Exhibit 7.03 and Exhibit 7.04, and attached as Exhibit 7.07 and Exhibit 7.08, respectively, to this Statement, and which are incorporated herein by reference.

Item 4.

Purpose of Transaction

As described more fully above, (i) pursuant to the terms of the Amended Investment Agreement, on the Closing Date, the JCF Funds purchased a total of 1,500,000 MFG Bermuda Series A Preference Shares (the “Purchase”) and (ii) in connection with the MFG Domestication, on the Effective MFG Domestication Date, the MFG Bermuda Series A Preference Shares held by the JCF Funds were automatically converted, on a one-for-one basis, into Series A Preferred Shares.

The JCF Funds acquired the MFG Bermuda Series A Preference Shares because of the belief that the MFG Bermuda Series A Preferred Shares represent an attractive investment. The transfer of the Series A Preferred Shares to JCF MFG Holdco pursuant to the LLC Agreement was effected to streamline tax compliance following the MFG Domestication. The Reporting Persons beneficially own the Series A Preferred Shares for investment purposes.

On the Closing Date, MFG Bermuda filed a current report on Form 8-K stating that the Purchase had closed. MFG Bermuda stated therein that the net proceeds from the Purchase were used to repay a portion of MFG Bermuda’s bridge loan facility pursuant to its capital plan. The Purchase and the Amended Investment Agreement resulted or may result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D promulgated under the Exchange Act, including the acquisition or disposition of additional securities of the Issuer, as successor to MFG Bermuda, a change to the board of directors of the Issuer , as successor to MFG Bermuda, or a change to the capitalization or dividend policy of the Issuer, as successor to MFG Bermuda, as briefly described below.

The responses set forth in Item 3 are incorporated by reference in their entirety.

Amended Investment Agreement

Pursuant to the terms of the Amended Investment Agreement, JCF Fund II designated Mr. David Schamis to be appointed to the board of directors of MFG Bermuda and MFG Bermuda took all corporate and other actions necessary, including increasing the size of the board of directors of MFG Bermuda, as applicable, to appoint Mr. Schamis to the board of directors of MFG Bermuda promptly following MFG Bermuda’s annual meeting of its members scheduled for July 28, 2008 (the “2008 Annual Meeting”). Subject to certain share ownership requirements described in the Amended Investment Agreement, the Issuer, as successor to MFG Bermuda, is required to take all corporate and other actions necessary, including increasing the size of the board of directors of the Issuer, as applicable, to nominate up to two directors designated by JCF Fund II at each annual meeting of its shareholders and to use its reasonable best efforts to cause such nominees to be elected.

Series A Preferred Shares

The Series A Series A Preferred Shares transferred by the JCF Funds to JCF MFG Holdco pursuant to the LLC Agreement are convertible at any time (as described in Section 7 of the Certificate of Designations) at an initial conversion

rate of 8 shares of Common Stock per Series A Preferred Share (subject to adjustment). In connection with any conversion, the holders of the Series A Preferred Shares are entitled to receive any accumulated, unpaid dividends on the Series A Preferred Shares.

As set forth in the Certificate of Designations, dividends on the Series A Preferred Shares are payable quarterly, on a cumulative basis, if, as and when declared by the Issuer’s board of directors out of legally available funds, commencing with the dividend period relating to the dividend payment date on August 15, 2008, at an annual rate of 6% of the liquidation preference of the Series A Preferred Shares (as adjusted by the July Incremental Dividend Adjustment and any additional Incremental Dividend Adjustments with respect to the Series A Preferred Shares beneficially owned by JCF Fund II and its affiliates). Holders of the Series A Preferred Shares are entitled to participate in any dividends (other than dividends in shares of Common Stock) paid on the shares of Common Stock, on an as-converted basis. The Issuer may pay quarterly dividends in the form of cash or shares of Common Stock (valued at 95% of the then-current market value), at its option. Dividends that are not declared and paid accumulate and accrue dividends at the annual rate of 6% (as adjusted by the July Incremental Dividend Adjustment and any additional Incremental Dividend Adjustments with respect to the Series A Preferred Shares beneficially owned by JCF Fund II and its affiliates). The Issuer is prohibited from paying any dividend with respect to shares of Common Stock and from repurchasing or redeeming shares of Common Stock or other junior securities, subject to certain exceptions, unless full accumulated dividends are paid on the Series A Preferred Shares.

Holders of the Series A Preferred Shares are entitled to vote with the holders of Common Stock on all matters submitted to a vote of the holders of Common Stock, which includes the right to vote for the election of directors at any annual meeting, voting together with the common shareholders as a single class on an as-converted basis. Holders of the Series A Preferred Shares are also entitled to vote, to the exclusion of the holders of Common Stock, on certain matters that affect the rights and privileges of the Series A Preferred Shares. Holders of the Series A Preferred Shares have the right, together with other parity securities having similar voting rights, to elect two directors if dividends have not been paid in full for six quarterly dividend periods.

In the event of any liquidation, dissolution or winding up of the Issuer, the holders of Series A Preferred Shares will have the right to receive a liquidation distribution out of any assets available for distribution after payments to creditors, and before any distribution in respect of shares of Common Stock, in an amount equal to the greater of (1) the liquidation preference amount ($100 per share plus accumulated and unpaid dividends) and (2) the amount such holders would receive if they had converted their Series A Preferred Shares into common shares prior to liquidation.

The foregoing description of the Certificate of Designations is not intended to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is filed as Exhibit 7.05 to this Statement, and which is incorporated herein by reference.

Registration Rights Agreement

On the Closing Date, MFG Bermuda entered into a Registration Rights Agreement (the “Registration Rights Agreement “), with JCF Fund II, with respect to (i) the MFG Bermuda Series A Preference Shares acquired by the JCF Funds in the Purchase, (ii) the shares of MFG Bermuda Common Stock (x) into which such MFG Bermuda Series A Preference Shares may have been converted and (y) issued by MFG Bermuda upon payment of dividends in respect of such MFG Bermuda Series A Preference Shares and (iii) any securities, including Series A Preferred Shares, issued in respect of the securities set forth in clauses (i) and (ii) by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization and any securities, including shares of Common Stock, into which such securities may be converted or which may be issued as payment of dividends in respect thereof (collectively, the “Registrable JCF Securities”). Under the Registration Rights Agreement, the Issuer, as successor to MFG Bermuda, is obligated, subject to certain exceptions, upon JCF Fund II’s request, to file registration statements to cover the resale of the Registrable JCF Securities. The Registration Rights Agreement also entitles JCF Fund II to register the Registrable JCF Securities if the Issuer files registration statements to register shares of Common Stock or any other of the Issuer’s securities, either on its own accord or at the request of another holder. Pursuant to the Transfer Agreement, JCF MFG Holdco is deemed to be JCF Fund II for purposes of the Registration Rights Agreement and has assumed the rights and obligations of JCF Fund II under the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is incorporated by reference as Exhibit 7.06 to this Statement, and which is incorporated herein by reference.

Additional Disclosure

Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the price and availability of the Issuer’s capital stock, conditions in the securities market generally, general economic and industry conditions, its business objectives and other relevant factors, to increase or decrease their investment in the Issuer from time to time. In particular, any one or more of the Reporting Persons (and their respective affiliates) reserves the right, in each case subject to the terms of the Amended Investment Agreement, the Certificate of Designations and any applicable law, to (i) purchase additional shares of securities of the Issuer, (ii) sell or transfer Series A Preferred Shares or shares of Common Stock or other securities of the Issuer beneficially owned by them from time to time in public or private transactions, (iii) cause any of the Reporting Persons to distribute in kind to their respective partners or members, as the case may be, Series A Preferred Shares or shares of Common Stock or other securities of the Issuer beneficially owned by it from time to time, (iv) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Series A Preferred Shares, shares of Common Stock or other securities of the Issuer and (v) consider participating in business combination transactions involving the Issuer.

Item 5.

Interest in Securities of the Issuer

(a) The Reporting Persons collectively own 1,500,000 Series A Preferred Shares, representing 100% of the outstanding Series A Preferred Shares. As of the date hereof, subject to the terms of the Certificate of Designations, such Series A Preferred Shares are convertible into 12,000,000 shares of Common Stock, representing approximately 9.0% of the shares of Common Stock outstanding (based on the 121,558,787 shares of Common Stock outstanding as of December 31, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on February 5, 2010 and the 12,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Shares (the “Outstanding Common Stock Denominator”)). As noted in Item 4 above, in connection with any conversion, the holders of the Series A Preferred Shares are entitled to receive any accumulated, unpaid dividends on the Series A Preferred Shares, which are payable, at the option of the Issuer, in the form of cash or shares of Common Stock (valued at 95% of the then-current market value).

After giving effect to the LLC Agreement and the Transfer Agreement, JCF MFG Holdco has direct beneficial ownership of 1,500,000 Series A Preferred Shares, or 100.0% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 12,000,000 shares of Common Stock, or 9.0% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P., as sole manager of JCF MFG Holdco, has the exclusive right to make decisions on behalf of JCF MFG Holdco (provided that it must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares), JCF MFG Holdco, JCF II-A L.P., JCF II-A LLC (as the general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC) may be deemed to share voting power of 12,000,000 shares of Common Stock with the other Reporting Persons as described below and may be deemed to share dispositive power of 12,000,000 shares of Common Stock with each other.

JCF Fund II has indirect beneficial ownership by virtue of its pro rata ownership of limited liability company interests in JCF MFG Holdco of 1,067,291 Series A Preferred Shares, or 71.2% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 8,538,328 shares of Common Stock, or 6.4% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P. must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares, JCF Fund II may be deemed to share voting power of 8,538,328 shares of Common Stock with JCF MFG Holdco and JCF II-A L.P., as the sole manager of JCF MFG Holdco, and with JCF II-A LLC (as the general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC).

JCF Fund II-A has indirect beneficial ownership by virtue of its pro rata ownership of limited liability company interests in JCF MFG Holdco of 67,322 Series A Preferred Shares, or 4.5% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 538,576 shares of Common Stock, or 0.4% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P. must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares, JCF Fund II-A may be deemed to share voting power of 528,576 shares of Common Stock with JCF MFG Holdco and JCF II-A L.P., as the sole manager of JCF MFG Holdco, and with JCF II-A LLC (as the general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC).

JCF Fund II-B has indirect beneficial ownership by virtue of its pro rata ownership of limited liability company interests in JCF MFG Holdco of 65,387 Series A Preferred Shares, or 4.4% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 523,096 shares of Common Stock, or 0.4% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P. must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares, JCF Fund II-B may be deemed to share voting power of 523,096 shares of Common Stock with JCF MFG Holdco and JCF II-A L.P., as the sole manager of JCF MFG Holdco, and with JCF II-A LLC (as the general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC).

FSO has indirect beneficial ownership by virtue of its pro rata ownership of limited liability company interests in JCF MFG Holdco of 300,000 Series A Preferred Shares, or 20.0% of the Series A Preferred Stock, which, as of the date hereof, are convertible into 2,400,000 shares of Common Stock, or 1.8% of the outstanding shares of Common Stock (based on the Outstanding Common Stock Denominator). Because the LLC Agreement provides that JCF II-A L.P. must consult with the JCF Funds, as members of JCF MFG Holdco, prior to voting the Series A Preferred Shares, JCF Fund II-B may be deemed to share voting power of 2,400,000 shares of Common Stock with JCF MFG Holdco and JCF II-A L.P., as the sole manager of JCF MFG Holdco, and with JCF II-A LLC (as general partner of JCF II-A L.P.) and Mr. J. Christopher Flowers (as the sole member of JCF II-A LLC).

Each of (i) JCF II L.P., as the general partner of JCF Fund II and JCF Fund II-B, (ii) JCF II Ltd., as the general partner of JCF II L.P., (iii) JCF II-A L.P. , as the general partner of JCF Fund II-A, (iv) JCF II-A LLC , as the general partner of JCF II-A L.P., (v) FSO L.P., as the general partner of FSO, (vii) FSO Ltd., as the general partner of FSO L.P. and (viii) Mr. J. Christopher Flowers, as (A) the sole director of JCF II Ltd and FSO Ltd. and (B) the sole managing member of JCF II-A LLC, may be deemed to share beneficial ownership, or to hold shared voting power, of Series A Preferred Shares. In addition, after giving effect to the Transfer Agreement and the LLC Agreement, each of JCF MFG Holdco (as direct beneficial owner), JCF II-A L.P., as the sole manager of JCF MFG Holdco, JCF II-A LLC, as the general partner of JCF II-A L.P., and Mr. J. Christopher Flowers, as the sole member of JCF II-A LLC, may be deemed to share dispositive power of the Series A Preferred Shares. Except to the extent of any indirect pecuniary interest therein, each of Mr. J. Christopher Flowers and the Reporting Persons listed in clauses (i) through (vii) of the first sentence in this paragraph, expressly disclaims the existence of beneficial ownership in such Series A Preferred Shares.

Except as described in this Item 5(a), no person listed in Item 2 of this Statement is a beneficial owner of the shares of Common Stock or the Series A Preferred Shares held by JCF MFG Holdco.

(b) See Item 5(a) above.

(c) The JCF Funds transferred their direct beneficial ownership of an aggregate of 1,500,000 Series A Preferred Shares to JCF MFG Holdco pursuant to the LLC Agreement dated as of February 3, 2010. Descriptions of this transfer by the JCF Funds and the securities related thereto are included in Item 3 and Item 4 of this Statement.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement on February , 2010, with respect to the joint filing of this Statement and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.

The responses set forth in Item 4 are incorporated by reference in their entirety.

Except as referenced above or as described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to the securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits


Exhibit 1		Joint Filing Agreement, dated as of February 15, 2010, , by and among JCF MFG Holdco LLC, J.C. Flowers II L.P., J.C. Flowers II-A L.P., J.C. Flowers II-B L.P., Financial Service Opportunities L.P., JCF Associates II L.P., JCF Associates II Ltd., JCF Associates II-A L.P., JCF Associates II-A LLC, FSO GP L.P., FSO GP Ltd. and J. Christopher Flowers.

Exhibit 7.01		Investment Agreement, dated as of May 20, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*

Exhibit 7.02		Amendment No.1 to the Investment Agreement, dated as of June 10, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*

Exhibit 7.03		Letter Agreement, dated as of June 27, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*



Exhibit 7.04		Letter Agreement, dated as of July 17, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*

Exhibit 7.05		Certificate of Designations of 6% Cumulative Convertible Preferred Stock, Series A of MF Global Holdings Ltd.

Exhibit 7.06		Registration Rights Agreement, dated as of July 18, 2008, between MF Global Ltd. and J.C. Flowers II L.P.*

Exhibit 7.07		Transfer Agreement, dated as of February 3, 2010, between J.C. Flowers II L.P., JCF MFG Holdco LLC and MF Global Holdings Ltd.

Exhibit 7.08		Amended and Restated Limited Liability Company Agreement of JFC MFG Holdco LLC, dated as of February 3, 2010, by and among JCF Associates II-A L.P., J.C. Flowers II L.P., J.C. Flowers II-A L.P., J.C. Flowers II-B L.P. and Financial Service Opportunities L.P.

*	Incorporated by reference to the exhibit of the same number filed with the original Statement on July 28, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2010


JCF MFG HOLDCO LLC
By:		JCF Associates II-A L.P., its Manager
By:		JCF Associates II-A LLC, its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

J.C. FLOWERS II L.P.
By:		JCF Associates II L.P., its General Partner
By:		JCF Associates II Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

J.C. FLOWERS II-A L.P.
By:		JCF Associates II-A L.P., its General Partner
By:		JCF Associates II-A LLC, its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

J.C. FLOWERS II-B L.P.
By:		JCF Associates II L.P., its General Partner
By:		JCF Associates II Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

FINANCIAL SERVICE OPPORTUNITIES L.P.
By:		FSO GP L.P., its General Partner
By:		FSO GP Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

JCF ASSOCIATES II L.P.
By:		JCF Associates II Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director


JCF ASSOCIATES II LTD.

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

JCF ASSOCIATES II-A L.P.
By:		JCF Associates II-A LLC, its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

JCF ASSOCIATES II-A LLC

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

FSO GP L.P.
By:		FSO GP Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

FSO GP LTD.

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

		J. CHRISTOPHER FLOWERS

		/s/ J. Christopher Flowers

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

Joint Filing Agreement

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.

Dated: February 16, 2010


JCF MFG HOLDCO LLC
By:		JCF Associates II-A L.P.
By:		JCF Associates II-A LLC, its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

J.C. FLOWERS II L.P.
By:		JCF Associates II L.P., its General Partner
By:		JCF Associates II Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

J.C. FLOWERS II-A L.P.
By:		JCF Associates II-A L.P., its General Partner
By:		JCF Associates II-A LLC, its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

J.C. FLOWERS II-B L.P.
By:		JCF Associates II L.P., its General Partner
By:		JCF Associates II Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

FINANCIAL SERVICE OPPORTUNITIES L.P.
By:		FSO GP L.P., its General Partner
By:		FSO GP Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

JCF ASSOCIATES II L.P.
By:		JCF Associates II Ltd., its General Partner


By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

JCF ASSOCIATES II LTD.

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

JCF ASSOCIATES II-A L.P.
By:		JCF Associates II-A LLC, its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

JCF ASSOCIATES II-A LLC

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

FSO GP L.P.
By:		FSO GP Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

FSO GP LTD.

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

		J. CHRISTOPHER FLOWERS /s/ J. Christopher Flowers

EX-7.05 3 dex705.htm CERTIFICATE OF DESIGNATIONS OF 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK Certificate of Designations of 6% Cumulative Convertible Preferred Stock

Exhibit 7.05

CERTIFICATE OF DESIGNATIONS

6% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A

MF GLOBAL HOLDINGS LTD. (THE “COMPANY”)

Section 1.

Designation.

The designation of the series of preferred stock shall be “6% Cumulative Convertible Preferred Stock, Series A” (the “Convertible Preferred Stock”). Each share of Convertible Preferred Stock shall be identical in all respects to every share of Convertible Preferred Stock. The Convertible Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2.

Number of Shares.

The number of authorized shares of Convertible Preferred Stock shall be 3,000,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Convertible Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors or any duly authorized committee thereof stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractions of shares of Convertible Preferred Stock.

Section 3.

Definitions.

As used herein with respect to Convertible Preferred Stock:

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this Certificate of Designations, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Members” has the meaning set forth in Section 22(c).

“Arrearage” shall have the meaning set forth in Section 4(c).

“Board of Directors” means the Board of Directors of the Company.

“Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed.

“By-laws” means the By-laws of the Company as amended from time to time.

“Certificate of Incorporation” means the certificate of incorporation of the Company as amended from time to time.

“Closing Price” of the Common Stock on any date of determination means the last reported sale price of the Common Stock regular way on such date (or, if no such sale occurs on such date, the average of the reported closing bid and asked prices for such shares regular way on such date) on the Principal Market or, if there is no Principal Market for the Common Stock, the average of the closing bid and asked prices quoted for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or any similar organization, or if such closing prices are not so reported (or if the relevant price or prices required to be used to calculate the Closing Price as provided in this paragraph are not available in the relevant market on such date for any reason, the market price of the Common Stock on such date as determined by a nationally recognized investment banking firm retained by the Company for this purpose).

“Common Stock” means the common stock of the Company, par value $1.00 per share, or any other shares constituting the share capital of the Company into which the common stock shall be reclassified or changed.

“Company” means MF Global Holdings Ltd., a Delaware corporation.

“Constituent Person” has the meaning set forth in Section 11(a).

“Conversion Agent” means the Transfer Agent acting in its capacity as conversion agent for the Convertible Preferred Stock, and its successors and assigns.

“Conversion at the Option of the Company Date” has the meaning set forth in Section 9(c).

“Conversion Date” has the meaning set forth in Section 8(e).

“Conversion Price” at any time means, for each share of Convertible Preferred Stock, a dollar amount equal to $100 divided by the Conversion Rate.

“Conversion Rate” means for each share of Convertible Preferred Stock, 8 shares of Common Stock, subject to adjustment as set forth in Section 10.

“Convertible Preferred Stock” shall have the meaning set forth in Section 1.

“Current Market Price” as of any day means the average of the VWAP per share of the Common Stock on each of the 10 consecutive Trading Days ending on the earlier of the day in question and the day before the Ex-date or other specified date with respect to the issuance or distribution requiring such computation, appropriately adjusted to take into account the occurrence during such period of any event described in Section 10. For the purpose of calculating the Current Market Price in Sections 4(a)(ii), 7 and 9, the 10 consecutive Trading Days shall end on the day before the date in question.

“Depositary” means DTC or its nominee, or any successor depositary appointed by the Company or its nominee.

“Director Acceptance Letter” has the meaning set forth in Section 12(b)(ii).

“DTC” means The Depository Trust Company.

“Exchange Property” has the meaning set forth in Section 11(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Ex-date”, when used with respect to any issuance or distribution, means the first date on which the Common Stock or other relevant securities trade without the right to receive such issuance or distribution.

“Expiration Date” has the meaning set forth in Section 10(a)(iv).

“Expiration Time” has the meaning set forth in Section 10(a)(iv).

“Freely Tradeable” means, as of any date, with respect to Common Stock issuable upon conversion of the Convertible Preferred Stock, Common Stock for which each of the following conditions is met at the time of issuance of such Common Stock to a Holder hereunder: (i) the Common Stock shall be listed or admitted to trading on the Principal Market and (ii) may be freely resold by the Holder on the Principal Market pursuant to an effective registration statement under the Securities Act (without further public disclosure by the Company) or pursuant to Rule 144 thereunder without regard to the volume and manner of sale requirements of such rule.

“Global Preferred Shares” has the meaning set forth in Section 22(a).

“Holder” means, as to any share of Convertible Preferred Stock, the Person in whose name such share is registered, which may be treated by the Company, Transfer Agent, Registrar, paying agent and Conversion Agent as the absolute owner of such share for the purpose of making payment and settling the related conversions and for all other purposes. References herein to “holders” of any shares of preferred stock of the Company shall mean, insofar as such shares are shares of Convertible Preferred Stock, the Holders thereof.

“Issue Date” shall have the meaning set forth in Section 4(a)(i).

“Junior Liquidation Stock” shall have the meaning set forth in the definition of “Junior Stock”.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which the Convertible Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company. Junior Stock over which the Convertible Preferred Stock has preference or priority in such distribution of assets is herein called “Junior Liquidation Stock”.

“Liquidation Preference” shall have the meaning set forth in Section 5(a). References to the “liquidation preference” of any preferred stock of the Company shall mean the Liquidation Preference if such preferred stock is Convertible Preferred Stock.

“Market Disruption Event” means, on any day when the Common Stock is listed or admitted to trading or quoted on a securities exchange or quotation facility (whether U.S. national or regional or non-U.S.), any of the following events that occurs or continues to exist on such day:

(i) any suspension of, or limitation imposed on, trading by the Principal Market during the one-hour period prior to the close of trading for the regular trading session (or for purposes of determining the VWAP per share of Common Stock, any period or periods aggregating one half-hour or longer during the regular trading session) on the Principal Market on such day, and whether by reason of movements in price exceeding limits permitted by the Principal Market, or otherwise, relating to the Common Stock (specifically or among other shares generally) or to futures or options contracts relating to the Common Stock (specifically or among other shares generally) on the Principal Market;

(ii) any event that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants, during the one-hour period prior to the close of trading for the regular trading session (or for purposes of determining the VWAP per share of Common Stock, any period or periods aggregating one half-hour or longer during the regular trading session) on the Principal Market on such day, to effect transactions in, or obtain market values for, the Common Stock (specifically or among other shares generally) on the Principal Market on such day or to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock (specifically or among other shares generally) on the Principal Market on such day; or

(iii) the principal exchange or quotation facility (whether or not the Principal Market) on which futures or options contracts relating to the Common Stock are listed or admitted to trading or quoted fails to open, or closes prior to its respective scheduled closing time, for the regular trading session on such day (without

regard to after hours or any other trading outside of the regular trading session hours), unless such earlier closing time is announced by such exchange or facility at least one hour prior to the earlier of (A) the actual closing time for the regular trading session on such day and (B) the submission deadline for orders to be entered into such exchange or facility for execution at the actual closing time on such day.

“Nonpayment” shall have the meaning set forth in Section 12(b)(i).

“Notice of Conversion at the Option of the Company” has the meaning set forth in Section 9(c).

“Officer” means the Chief Executive Officer, the Deputy Chief Executive Officer, the Chief Operating Officer, the Chief Administrative Officer, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Officers’ Certificate” means a certificate signed (i) by the Chief Executive Officer, the Deputy Chief Executive Officer, the Chief Operating Officer, the Chief Administrative Officer, the Chief Financial Officer, the Controller or the Chief Accounting Officer, and (ii) by the Treasurer, any Assistant Treasurer, the General Counsel, Corporate Secretary or any Assistant Secretary of the Company, and delivered to the Conversion Agent.

“Original Liquidation Preference” means $100 per share.

“Parity Dividend Stock” shall have the meaning set forth in the definition of “Parity Stock”.

“Parity Liquidation Stock” shall have the meaning set forth in the definition of “Parity Stock”.

“Parity Stock” means any class or series of stock of the Company hereafter authorized that ranks equally with the Convertible Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Company. Parity Stock so ranking equally in the payment of dividends is herein called “Parity Dividend Stock”. Parity Stock so ranking equally in such distribution of assets is herein called “Parity Liquidation Stock”.

“Participating Dividends” shall have the meaning set forth in Section 4(b).

“Person” means a legal person, including any individual, company, corporation, estate, body corporate, partnership, limited liability company, trust, joint venture, association or other legal entity.

“Preferred Stock Director” has the meaning set forth in Section 12(b)(i).

“Principal Market” means, with respect to any day on which the Common Stock is listed or admitted to trading or quoted on any securities exchange or quotation facility (whether U.S. national or regional or non-U.S.), the principal such exchange or facility on which the Common Stock is so listed or admitted or so quoted.

“Purchased Stock” has the meaning set forth in Section 10(a)(iv).

“Quarterly Dividend Payment Date” shall have the meaning set forth in Section 4(a).

“Quarterly Dividend Period” shall have the meaning set forth in Section 4(a). References herein to “dividend periods” of any preferred stock of the Company shall mean, insofar as such shares are Convertible Preferred Stock, the Quarterly Dividend Period.

“Quarterly Dividend Record Date” shall have the meaning set forth in Section 4(a).

“Quarterly Dividends” has the meaning set forth in Section 4(a).

“Record Date” has the meaning set forth in Section 10(d).

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Convertible Preferred Stock, and its successors and assigns.

“Registration Agreement” means the Registration Rights Agreement, dated as of July 18, 2008, between the Company and J.C. Flowers II L.P.

“Regulatory Entities” means all governmental or self-regulatory authorities in the United States, Bermuda, the United Kingdom or elsewhere having jurisdiction over the Company or any of its Subsidiaries.

“Reorganization Event” has the meaning set forth in Section 11(a).

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Stock” means any class or series of stock of the Company now existing or hereafter authorized that has preference or priority over the Convertible Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Subsidiary” of any Person means those corporations, associations and other entities of which such Person owns or controls more than 50% of the outstanding equity securities either directly or through entities as to each of which more than 50% of the outstanding equity securities is owned directly or indirectly by its parent.

“Trading Day” means, for purposes of determining a VWAP or Closing Price per share of Common Stock, a day on which the Principal Market is open for the transaction of business and on which a Market Disruption Event does not occur or exist, or if the shares of Common Stock are not listed or admitted to trading and are not quoted on any securities exchange or quotation facility, a Business Day.

“Transfer Agent” means Computershare Trust Company, N.A. acting as Transfer Agent, Registrar, paying agent and Conversion Agent for the Convertible Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

“Voting Holders” shall have the meaning set forth in Section 12(b)(i).

“VWAP” per share of Common Stock on any Trading Day means the per share volume-weighted average sale price per share of Common Stock on the Principal Market as displayed under the heading Bloomberg VWAP on Bloomberg page “MF Equity VWAP” (or any appropriate successor page) in respect of the period from the open of trading until the close of trading on the Principal Market on such Trading Day (or if such volume-weighted average price is unavailable or not provided for any reason, or there is no Principal Market for the Common Stock, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized investment banking firm retained for this purpose by the Company). When used with respect to any other securities, “VWAP” shall have the meaning set forth above with references to the price per share of Common Stock meaning the price per unit of such other securities, with references to Bloomberg page “MF Equity VWAP” meaning the applicable Bloomberg page displaying the volume-weighted average sale price per unit of such securities and references to the Principal Market meaning the principal exchange or other market in which such securities are then listed, quoted or traded. The VWAP during any period should be appropriately adjusted to take into account the occurrence during such period of any event described in Section 10.

In addition to the above definitions, unless the context requires otherwise:

(i) any reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended or modified and shall also include any successor statute, regulation, rule or form from time to time;

(ii) references to “$” or “dollars” means the lawful coin or currency of the United States of America; and

(iii) references to “Section” are references to Sections of this Certificate of Designations.

Section 4.

Dividends.

(a) Quarterly Dividends.

(i) Holders shall be entitled to receive, if, as and when declared by the Board of Directors or any duly authorized committee thereof, out of assets legally available for the payment of dividends under Delaware law, cumulative cash dividends on the Original Liquidation Preference at a rate per annum equal to 6%, payable quarterly in arrears (the “Quarterly Dividends”) on each February 15, May 15, August 15 and November 15, commencing on August 15, 2008; provided, however, if any such day is not a Business Day, then payment of any Quarterly Dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such Quarterly Dividend will occur on the immediately preceding Business Day (each such day on which Quarterly Dividends are payable, after giving effect to this proviso if applicable, a “Quarterly Dividend Payment Date”). The period from and including the date of issuance of the Convertible Preferred Stock (the “Issue Date”) or any Quarterly Dividend Payment Date to, but excluding, the next Quarterly Dividend Payment Date is a “Quarterly Dividend Period “. (It is understood that the number of days on which Quarterly Dividends may accrue in any Quarterly Dividend Period may increase or decrease pursuant to the proviso in the second preceding sentence, but no interest or other payment shall be due in respect of any payment date deferral pursuant to such proviso.) The Quarterly Dividends shall begin to accumulate on the Issue Date and shall be deemed to accumulate from day to day whether or not earned or declared until paid. The record date for payment of Quarterly Dividends on the Convertible Preferred Stock will be the first day of the calendar month during which the Quarterly Dividend Payment Date falls or such other record date, if any, as may be fixed by the Board of Directors or any duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Quarterly Dividend Payment Date (a “Quarterly Dividend Record Date”). Any such day that is a Quarterly Dividend Record Date will be a Quarterly Dividend Record Date whether or not such day is a Business Day. The amount of Quarterly Dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(ii) Quarterly Dividends, may, at the option of the Company, be paid in cash or by issuing fully paid and non-assessable shares of Common Stock or by a combination thereof. If the Company elects to pay Quarterly Dividends in Common Stock, the number of shares of Common Stock to be paid in respect of such Quarterly Dividends will be calculated by dividing the amount of such payment by 95% of the Current Market Price as of the date such payment is made.

(b) Participating Dividends. Holders shall be entitled to participate in any dividends paid on outstanding Common Stock in an amount equal, for each share of Convertible Preferred Stock, to the amount of such dividends as would be paid on the largest number of shares of Common Stock into which such share of Convertible Preferred Stock could be converted on the date of payment of such dividends on the outstanding Common Stock, assuming such converted Common Stock was outstanding on the applicable record date for such dividend (“Participating Dividends”). Each Participating Dividend will be paid on the day that the corresponding dividend on the outstanding Common Stock is paid. However, no dividend or other distribution on outstanding Common Stock shall give rise to a Participating Dividend if it consists solely of Junior Stock (where the powers, preferences and rights of the dividend shares are substantially the same as those of the shares on which the dividend is being paid) and gives rise to an adjustment of the Conversion Rate pursuant to Section 10. The record date for payment of the Participating Dividends on the Convertible Preferred Stock will be the record date for the payment of the corresponding dividend on the outstanding Common Stock as fixed by the Board of Directors or any duly authorized committee thereof. The Company has no obligation whatsoever to declare or pay any dividends on outstanding Common Stock with respect to any or all periods, and no obligation to pay Participating Dividends except to the extent, if any, that it has declared and paid dividends on outstanding Common Stock as provided above.

(c) Cumulative Dividends. Quarterly Dividends on the Convertible Preferred Stock shall be cumulative, and from and after any Quarterly Dividend Payment Date on which any dividend or any payment upon redemption or conversion that has accumulated or been deemed to have accumulated through such date has not been paid in full (the “Arrearage”), additional dividends shall accumulate in respect of the Arrearage at the rate per annum of 6%. Such additional dividends in respect of any Arrearage shall be deemed to accumulate quarterly on each Quarterly Dividend Payment Date whether or not earned or declared until the Arrearage is paid, shall be calculated as of such Quarterly Dividend Payment Date and shall constitute additional Arrearage from and after such Quarterly Dividend Payment Date to the extent not paid on such Quarterly Dividend Payment Date. References in any Article herein to dividends that have “accumulated” or that have been deemed to have accumulated with respect to the Convertible Preferred Stock shall include the amount, if any, of any Arrearage together with any dividends accumulated or deemed to have accumulated on such Arrearage pursuant to the immediately preceding two sentences.

(d) Priority of Dividends. So long as any Convertible Preferred Stock remains issued and outstanding, the Company will not, and will cause its Subsidiaries not to, declare, pay or set apart funds for any dividends or other distributions with respect to any Junior Stock or redeem, repurchase or otherwise acquire, or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, in any case during or in respect of any Quarterly Dividend Period, unless full dividends (including any Arrearage and dividends accumulated in respect thereof) have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment of those dividends has been set apart for such payment) on the Convertible Preferred Stock for all Quarterly Dividend Periods terminating on or prior to the date of such declaration, payment, repurchase, redemption or acquisition; provided, however, that the foregoing restriction will not apply to:

(i) purchases, redemptions or other acquisitions of Junior Stock (and the payment of cash in lieu of fractional shares in connection therewith) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants of the Company or any Subsidiary;

(ii) purchases of Common Stock pursuant to a contractually binding requirement (which the Company is not entitled to lawfully terminate) to buy shares existing prior to the commencement of the then-current Quarterly Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged; or

(v) the purchase of Junior Stock by a broker or dealer subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any dividends paid in the form of Junior Stock where the powers, preferences and rights of the dividend shares are substantially the same as those of the shares on which the dividend is being paid.

For so long as any shares of Convertible Preferred Stock remain issued and outstanding, if full dividends (including any Arrearage and dividends accumulated in respect thereof) are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) for any Quarterly Dividend Period on the Convertible Preferred Stock and any Parity Dividend Stock, dividends declared on the Convertible Preferred Stock and such Parity Dividend Stock shall only be declared pro rata based upon the respective amounts that would have been paid on the Convertible Preferred Stock and such Parity Dividend Stock had dividends (including any Arrearage and dividends accumulated in respect thereof) been declared and paid in full.

Subject to the foregoing, such dividends payable in cash, shares or otherwise as may be determined by the Board of Directors, or any duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and (except for Participating Dividends as provided in Section 4(b)) Holders will not be entitled to participate in those dividends.

Section 5.

Liquidation Rights.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Liquidation Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Convertible Preferred Stock upon liquidation and the rights of the Company’s creditors, to receive in full in respect of each share of Convertible Preferred Stock a liquidating distribution in the amount of the greater of (x) the Original Liquidation Preference plus all accumulated and unpaid dividends in respect of such share, whether or not declared (including Arrearage and dividends accumulated in respect thereof) to, but excluding, the date fixed for liquidation, dissolution or winding up (the “Liquidation Preference”) and (y) the amount the Holders would have received if such Holders converted all of their Convertible Preferred Stock pursuant to Section 7 hereof on the date fixed for liquidation, dissolution or winding up. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5. For the avoidance of doubt, the Liquidation Preference does not include any Participating Dividends.

(b) Partial Payment. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the assets of the Company are not sufficient to pay the liquidating distributions payable with respect to the Convertible Preferred Stock and the Parity Liquidation Stock, the amounts paid to the Holders and to the holders of all Parity Liquidation Stock shall be paid pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Liquidation Stock are entitled have been paid, the holders of Junior Liquidation Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d) Consolidation, Merger and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, lease or other disposition (for cash, stock, securities or other consideration) of all or substantially all of the assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the consolidation, merger, binding share exchange or reclassification or any similar transaction involving the Company (whether or not the Company is the surviving or resulting entity) be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6.

Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the Convertible Preferred Stock at the time issued and outstanding, on any one or more Quarterly Dividend Payment Dates on or after May 15, 2013, upon notice given as provided in Section 6(b) below, and at a redemption price equal to the Liquidation Preference (calculated as if the date of redemption was the date fixed for liquidation, dissolution or winding up); provided that the Company shall only be entitled to redeem the Convertible Preferred Stock of any Holder if such redemption is treated (in the Company’s reasonable determination after due inquiry) with respect to such Holder as a distribution in exchange for such Holder’s Convertible Preferred Stock within the meaning of Section 302(a) of the Internal Revenue Code of 1986, as amended.

Notwithstanding the foregoing, the Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, at any time, in whole but not in part, the Convertible Preferred Stock at the time issued and outstanding if the aggregate Liquidation Preference of

such shares is equal to 10% or less of the aggregate Liquidation Preference of all Convertible Preferred Stock originally issued by the Company, upon notice as provided in Section 6(b) below, and at a redemption price equal to the Liquidation Preference (calculated as if the date of redemption was the date fixed for liquidation, dissolution or winding up).

(b) Notice of Redemption. Notice of every redemption of the Convertible Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the register of stockholders of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not any Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of the Convertible Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other Convertible Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the number of shares of Convertible Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and

(v) that dividends on the shares to be redeemed will cease to accumulate on the redemption date.

Notwithstanding the foregoing, if the Convertible Preferred Stock is held in book-entry form through a Depositary, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption. In case of any redemption of only part of the Convertible Preferred Stock at the time issued and outstanding, the shares of Convertible Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Convertible Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which the Convertible Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof in trust for the pro rata benefit of the Holders of the shares called for redemption (the “Trust”), then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be issued and outstanding, all dividends with respect to such shares shall cease to accumulate on such redemption date and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount

deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

(e) Conversion Prior to Redemption. If the Convertible Preferred Stock has been called for redemption, a Holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption until the close of business on the second Business Day immediately preceding the date of redemption.

(f) Reduction of Share Capital. Any redemption of Convertible Preferred Stock under this Section 6 shall not be taken as reducing the amount of the Company’s authorized share capital.

Section 7.

Right of the Holders to Convert.

Each Holder shall have the right, at such Holder’s option (including after a notice of redemption has been given but prior to the date of actual redemption), to convert all or any portion of such Holder’s Convertible Preferred Stock at any time into (a) Common Stock at the then-applicable Conversion Rate per share of Convertible Preferred Stock (subject to the conversion procedures of Section 8), plus cash in lieu of fractional shares plus (b) cash, fully paid and non-assessable Common Stock or a combination thereof (which determination shall be made at the option of the Company) in respect of any and all accumulated and unpaid dividends on the Convertible Preferred Stock so converted, whether or not declared (including Arrearage and dividends accumulated in respect thereof) to, but excluding, the applicable Conversion Date, provided that if the Company elects to pay any or all such dividends in Common Stock the number of shares of Common Stock to be distributed in respect thereof will be calculated by dividing the amount of such dividend payment by 95% of the Current Market Price as of the Conversion Date.

Section 8.

Conversion Procedures.

(a) Conversion Date. Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be declared on any such converted Convertible Preferred Stock and such Convertible Preferred Stock shall cease to be issued and outstanding, in each case, subject to the right of Holders to receive any payments to which they are entitled pursuant to the terms hereof.

(b) Rights Prior to Conversion. No allowance or adjustment, except pursuant to Section 10, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any applicable Conversion Date. Prior to the close of business on any applicable Conversion Date, Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any Convertible Preferred Stock shall not be deemed issued and outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding Convertible Preferred Stock; provided that nothing in this Section 8(b) shall be deemed to restrict or limit the rights of Holders under the terms of the Convertible Preferred Stock themselves, including the voting rights set forth in Section 12 and the rights to dividends and liquidating distributions set forth in Section 4 and Section 5, respectively.

(c) Reacquired Shares. Convertible Preferred Stock duly converted in accordance with this Certificate of Designations, or otherwise reacquired by the Company, will resume the status of authorized and unissued shares of preferred stock without designation as to series, until such shares are once more designated as part of a particular series by the Board of Directors.

(d) Record Holder as of Conversion Date. The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of the Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such Common Stock and/or securities as of the close of business on any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional

shares) to be issued or paid upon conversion of Convertible Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company or, in the case of global certificates, through book-entry transfer through the Depositary.

(e) Conversion Procedure. On the date of any conversion, if a Holder’s interest is in certificated form, a Holder must do each of the following in order to convert:

(i) complete and manually sign the conversion notice provided by the Conversion Agent, or a facsimile of the conversion notice, and deliver this notice to the Conversion Agent, provided that such notice may, pursuant to a written notice thereunder be made contingent upon (but only upon) the successful completion of any registered public offering of the Common Stock to be issued on such conversion that is being conducted pursuant to the Registration Agreement at such time and such notice shall in all other respects be irrevocable;

(ii) surrender the shares of Convertible Preferred Stock to the Conversion Agent;

(iii) if required, furnish appropriate endorsements and transfer documents; and

(iv) if required, pay any share transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 23.

If a Holder’s interest is a beneficial interest in a global certificate representing Convertible Preferred Stock, in order to convert a Holder must comply with clauses (iii) and (iv) listed above and comply with the Depositary’s procedures for converting a beneficial interest in a global security. The date on which a Holder complies with the applicable procedures in this Section 8(e) is the “Conversion Date”; provided that, if such date is not a Business Day or such compliance does not occur prior to the close of business on such date, the Conversion Date shall be the next Business Day. The Conversion Agent shall, on a Holder’s behalf, convert the Convertible Preferred Stock into Common Stock, in accordance with the terms of the notice delivered by such Holder described in clause (i) above (or otherwise pursuant to any applicable Depositary procedures).

Section 9.

Conversion at the Option of the Company.

(a) Company Conversion Right. At any time or from time to time on or after May 15, 2013 if, for any 20 Trading Days (whether or not consecutive) within a period of thirty (30) consecutive Trading Days ending on the Trading Day preceding the date the Company delivers a Notice of Conversion at the Option of the Company, the Closing Price of the Common Stock exceeds 125% of the then-applicable Conversion Price of the Convertible Preferred Stock, the Company shall have the right, at its option, to cause some or all of the Convertible Preferred Stock to be converted into (a) Common Stock at the then-applicable Conversion Rate, plus cash in lieu of fractional shares, plus (b) cash, fully paid and non-assessable Common Stock or a combination thereof (which determination shall be made at the option of the Company) in respect of any and all accumulated and unpaid dividends on the Convertible Preferred Stock so converted, whether or not declared (including Arrearage and A-16 dividends accumulated in respect thereof) to, but excluding, the Conversion at the Option of the Company Date; provided that if the Company elects to pay any or all such dividends in Common Stock the number of shares of Common Stock to be distributed in respect thereof will be calculated by dividing the amount of such dividend payment by 95% of the Current Market Price as of the Conversion at the Option of the Company Date. On the date the Company delivers a Notice of Conversion at the Option of the Company all Common Stock issued upon such conversion is Freely Tradeable and may be immediately resold by the Holder at such time and for a period of no less than 30 days thereafter without restriction under any trading policies that might otherwise be applicable to such Holder by virtue of its having designees on the Board of Directors or otherwise.

(b) Partial Conversion. If the Company elects to cause less than all the Convertible Preferred Stock to be converted under Section 9(a), the Conversion Agent shall select the Convertible Preferred Stock to be converted on a pro rata basis. If the Conversion Agent selects a portion of a Holder’s Convertible Preferred Stock

for partial conversion at the option of the Company and such Holder converts a portion of its Convertible Preferred Stock, the converted portion will be deemed to be the portion selected for conversion at the option of the Company under this Section 9.

(c) Conversion Procedure. In order to exercise the conversion right described in this Section 9 the Company shall provide notice of such conversion to each Holder (such notice, a “Notice of Conversion at the Option of the Company”). The Conversion Date shall be a date selected by the Company (the “Conversion at the Option of the Company Date”) and shall be no more than 20 days after the date on which the Company provides such Notice of Conversion at the Option of the Company. In addition to any information required by applicable law or regulation, the Notice of Conversion at the Option of the Company shall state, as appropriate:

(i) the Conversion at the Option of the Company Date;

(ii) the number of shares of Common Stock to be issued upon conversion of each share of the Convertible Preferred Stock and, if fewer than all the shares of a Holder are to be converted, the number of the Holder’s shares to be converted;

(iii) in reasonable detail, the calculations and supporting data used by the Company in its determination that it had the right to effect such conversion; and

(iv) the total number of shares of Convertible Preferred Stock to be converted.

Notwithstanding the foregoing, (x) if the shares of Convertible Preferred Stock are held in book-entry form through a Depositary, the Company may give such notice in any manner permitted by the Depositary and (y) the Holder shall have the right to exercise its right to convert pursuant to Section 7 hereof at any time prior to the Conversion at the Option of the Company Date, and the exercise by the Holder of such right shall supersede and prevail over the exercise by the Company of its rights under this Section 9.

Section 10.

Anti-Dilution Adjustments.

(a) Adjustments. The Conversion Rate will be subject to adjustment, without duplication, under the following circumstances:

(i) the issuance of Common Stock as a dividend, bonus shares or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:

CR ₁ = CR ₀ x (OS ₁ / OS ₀ )

where,


CR ₀	=	the Conversion Rate in effect at the close of business on the Record Date

CR ₁	=	the Conversion Rate in effect immediately after the Record Date

OS ₀	=	the number of shares of Common Stock issued and outstanding at the close of business on the Record Date prior to giving effect to such event

OS ₁	=	the number of shares of Common Stock that would be issued and outstanding immediately after, and solely as a result of, such event

(ii) the issuance to all holders of Common Stock of rights or warrants (including convertible securities) entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase Common Stock at an exercise price per share less than (or having a conversion price

per share less than) the lower of (1) the Conversion Price and (2) the Current Market Price as of the Record Date, in which event the Conversion Rate will be adjusted based on the following formula:

CR ₁ = CR ₀ x (OS ₀ + X) / (OS ₀ + Y)

where,

CR ₀ = the Conversion Rate in effect at the close of business on the Record Date

CR ₁ = the Conversion Rate in effect immediately after the Record Date

OS ₀ = the number of shares of Common Stock issued and outstanding at the close of business on the Record Date


X	=	the total number of shares of Common Stock issuable pursuant to such rights (or upon conversion of such securities)

Y	=	the aggregate price payable to exercise such rights (or the aggregate conversion price for such securities paid upon conversion) divided by the average of the VWAP of the Common Stock over each of the ten consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights

However, the Conversion Rate will be readjusted to the extent that any such rights or warrants are not exercised prior to their expiration; provided that such readjustment shall not have any effect on shares of Convertible Preferred Stock that had been converted prior to such readjustment or on the Common Stock issued pursuant thereto, and such readjustment shall apply only to such Convertible Preferred Stock that remains outstanding at the time of such readjustment.

(iii) the dividend or other distribution to all holders of Common Stock of shares of the Company (other than Common Stock), rights or warrants (including convertible securities) to acquire shares of the Company or evidences of its indebtedness or its assets (excluding any dividend, distribution or issuance covered by clause (i) or (ii) above or (iv) below or that gives rise to a Participating Dividend) in which event the Conversion Rate will be adjusted based on the following formula:

CR ₁ = CR ₀ x [SP ₀ / (SP ₀ – FMV)]

where,

CR ₀ = the Conversion Rate in effect at the close of business on the Record Date

CR ₁ = the Conversion Rate in effect immediately after the Record Date

SP ₀ = the Current Market Price as of the Record Date


FMV		=		the fair market value (as reasonably determined by the Board of Directors) on the Record Date of the shares of the Company, rights or warrants, or evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock

However, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend, bonus shares or other distribution on the Common Stock consists of shares of, or similar equity interests in, a Subsidiary or other business unit of the Company ( e.g. , a spin-off), or consists of any other securities, that are, or, when issued, will be, traded on a securities exchange or quoted on a quotations facility in the U.S. or elsewhere, then the Conversion Rate will instead be adjusted based on the following formula:

CR ₁ = CR ₀ x (FMV ₀ + MP ₀ ) / MP ₀

where,

CR ₀ = the Conversion Rate in effect at the close of business on the Record Date

CR ₁ = the Conversion Rate in effect immediately after the Record Date


FMV ₀	=	the average of the VWAP of the shares, similar equity interests or other securities distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such shares, similar equity interests or other securities on the principal exchange or other market on which they are then listed, quoted or traded

MP ₀	=	the average of the VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the principal exchange or other market on which Common Stock is then listed or quoted

(iv) the Company or one or more of its Subsidiaries make purchases of Common Stock pursuant to a tender or exchange offer by the Company or a Subsidiary of the Company for Common Stock to the extent (as reasonably determined by the Board of Directors) that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), in which event the Conversion Rate will be adjusted based on the following formula:

CR ₁ = CR ₀ x [[FMV + (SP ₁ x OS ₁ )] / (SP ₁ x OS ₀ )]

where,

CR ₀ = the Conversion Rate in effect at the close of business on the Expiration Date

CR ₁ = the Conversion Rate in effect immediately after the Expiration Date


FMV	=	the fair market value (as reasonably determined by the Board of Directors), on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Date (the “Purchased Stock”)

OS ₁	=	the number of shares of Common Stock issued and outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) (treating all Purchased Stock as outstanding at the Expiration Time), less any Purchased Stock

OS ₀	=	the number of shares of Common Stock issued and outstanding at the Expiration Time, including any Purchased Stock

SP ₁	=	the average of the VWAP of the Common Stock over each of the ten consecutive Trading Days commencing on the Trading Day immediately after the Expiration Date.

(b) Calculation of Adjustments. Each adjustment to the Conversion Rate shall be calculated by the Company as soon as reasonably practicable after the event requiring such adjustment has been consummated (and all factors necessary to calculate such adjustment are known), in each case to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). Notwithstanding anything herein to the contrary, except in the case of a combination or reverse stock split of Common Stock pursuant to Section 10(a)(i), in no case will any adjustment be made if it would result in a decrease to the then effective Conversion Rate. No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments

that are not required to be made, and are not made, will be carried forward and taken into account in any subsequent adjustment; and provided further that any such adjustment of less than one percent that has not been made will be made upon (x) the date of any notice of redemption of the Convertible Preferred Stock in accordance with the provisions hereof and (y) any Conversion Date.

(i) Except as otherwise provided in this Section 10, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock.

(ii) No adjustment of the Conversion Rate need be made as a result of: (A) the issuance of the rights; (B) the distribution of separate certificates representing the rights; (C) the exercise or redemption of the rights in accordance with any rights agreement; or (D) the termination or invalidation of the rights, in each case, pursuant to the Company’s shareholder rights plan existing on the date hereof, as amended, modified or supplemented from time to time, or any newly adopted shareholder rights plans; provided, however, that to the extent that the Company has a shareholder rights plan in effect on a Conversion Date (including the Company’s rights plan existing on the date hereof), the Holder shall receive, in addition to the Common Stock, the rights under such rights plan, unless (for the existing plan or a future plan with substantially similar provisions), prior to any such Conversion Date, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock or evidences of its indebtedness or its assets as described in Section 10(a)(iii), subject to readjustment in the event of the expiration, termination or redemption of the rights.

(iii) No adjustment to the Conversion Rate need be made:

(A) upon the issuance of any Common Stock pursuant to any present or future customary plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment, at market prices, of additional optional amounts in Common Stock; or

(B) upon the issuance of any Common Stock or options or rights to purchase Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries or other Affiliates.

(iv) No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock.

(v) Notwithstanding any other provision herein to the contrary, no adjustment shall be made in respect of an event otherwise requiring an adjustment under this Section 10, except to the extent such event is actually consummated.

(vi) No adjustment shall be made in respect of any dividend or other distribution giving rise to a Participating Dividend.

(d) Record Date. For purposes of this Section 10, “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(e) Successive Adjustments. After an adjustment to the Conversion Rate under this Section 10, any subsequent event requiring an adjustment under this Section 10 shall cause an adjustment to such Conversion Rate as so adjusted.

(f) Multiple Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 10 under more than one subsection hereof, such event, to the extent taken into account in any adjustment, shall not result in any other adjustment hereunder.

(g) Other Adjustments. The Company may, but shall not be required to, make such increases in the Conversion Rate, in addition to those required by this Section 10, as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of Common Stock resulting from any dividend or distribution of shares or issuance of rights or warrants to purchase or subscribe for shares or from any event treated as such for income tax purposes or for any other reason.

(h) Notice of Adjustments. Whenever a Conversion Rate is adjusted as provided under this Section 10, the Company shall within 10 Business Days following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, within 10 Business Days after becoming so aware) or, if the Company makes an adjustment pursuant to Section 10(g), within 10 Business Days after such adjustment:

(i) compute the adjusted applicable Conversion Rate in accordance with this Section 10 and prepare and transmit to the Conversion Agent an Officers’ Certificate setting forth such adjusted applicable Conversion Rate, the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based; and

(ii) provide a written notice to the Holders of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Conversion Rate was determined and setting forth the adjusted applicable Conversion Rate.

(i) Conversion Agent. The Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require any adjustment of the applicable Conversion Rate or with respect to the nature, extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 10(h) and any adjustment contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Stock, or of any other securities or property, that may at the time be issued or delivered with respect to any Convertible Preferred Stock; and the Conversion Agent makes no representation with respect thereto. The Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to the conversion of Convertible Preferred Stock or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 10.

(j) Fractional Shares. No fractions of shares of Common Stock will be issued to holders of the Convertible Preferred Stock upon conversion. In lieu of fractional shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of a share of Common Stock, calculated on an aggregate basis in respect of the Convertible Preferred Stock being converted, multiplied by the Closing Price of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date.

Section 11.

Adjustment for Reorganization Events.

(a) Reorganization Events. In the event of:

(i) any consolidation, merger, binding share exchange or reclassification involving the Company in which all or substantially all outstanding shares of Common Stock are converted into or exchanged for cash, securities or other property of the Company or another Person; or

(ii) the completion of any sale or other disposition in one transaction or a series of transactions of all or substantially all the assets of the Company to another Person;

each of which is referred to as a “Reorganization Event,” each share of Convertible Preferred Stock issued and outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property, if any (the “Exchange Property”), receivable in such Reorganization Event (without any interest thereon, and, subject to any right of the Holder to receive Participating Dividends, without any right to dividends or distributions thereon that have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company effected such consolidation, merger, binding share exchange or reclassification, or to which such sale or other disposition was made, as the case may be (each of the Company and any such other Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates and non-Affiliates of the Company; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof (due to elections or otherwise), then for the purpose of this Section 11(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock (other than Constituent Persons and Affiliates thereof) that affirmatively make an election (or of all such holders if none make an election) (and if holders of Common Stock (other than Constituent Persons and their Affiliates) may elect the kind and amount of securities, cash and other property so receivable, each Holder shall have the same election right with respect to the Exchange Property receivable upon conversion after the Reorganization Event, provided such Holder notifies the Company of its election in writing prior to the Reorganization Event). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the Exchange Property received per share of Common Stock, as determined in accordance with this Section 11.

(b) Successive Reorganization Events. The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any securities of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.

(c) Reorganization Event Notice. The Company (or any successor) shall, within 20 days after the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kinds and amounts of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11.

Section 12.

Voting Rights.

(a) General. The Holders shall not be entitled to vote on, consent to or take any other action with respect to any matter, whether pursuant to this Certificate of Designations, the Certificate of Incorporation, the By-laws or otherwise, except as set forth in Section 12(b), 12(c) or 12(d) below or as required by Delaware law.

(b) Special Voting Right.

(i) Voting Right. If and whenever dividends on the Convertible Preferred Stock, or on any other class or series of Parity Dividend Stock, have not been paid in an aggregate amount equal, as to any particular class or series, to at least six quarterly dividend periods, whether consecutive or not (a “Nonpayment”), (A) the Board of Directors shall resolve to increase the number of directors constituting the Board of Directors by two and nominate two individuals as directors to fill such new vacancies and (B) the Holders, together with the holders of any and all classes and series of Parity Dividend Stock having “like voting rights” (i.e., being similarly A-22 entitled to vote for two additional directors at such time) (the Holders and any such other holders, collectively, the “Voting Holders”), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect to the Board of Directors two additional directors from among such nominees, in the manner

provided in this Section 12(b). Each such director elected by the Voting Holders pursuant to this Section 12(b) is herein called a “Preferred Stock Director.” At no time shall the Board of Directors include more than two Preferred Stock Directors.

(ii) Nomination. At any time when the Voting Holders are entitled to elect a Preferred Stock Director pursuant to this Section 12(b), any one or more of the Holders holding at least a majority in aggregate Liquidation Preference of the Convertible Preferred Stock then issued and outstanding and entitled to nominate under the terms of such shares, and/or any one or more holders of any other class or series of Parity Dividend Stock having like voting rights then issued and outstanding, shall have the right to recommend individuals to the Company to serve as Preferred Stock Directors. Such recommendations shall be in writing and shall be accompanied by a Director Acceptance Letter in the form attached hereto as Exhibit B (“Director Acceptance Letter”), from and signed by each such recommended individual and such background and other information about each such individual as the Company may reasonably request to ensure compliance with applicable disclosure and other considerations pursuant to applicable law and customary practice. The Board of Directors (excluding Preferred Stock Directors) will nominate the individuals so recommended for each Preferred Stock Director to be elected. The Board of Directors shall submit each recommended individual who it nominates pursuant to this Section 12(b)(ii) to the Voting Holders for election as a Preferred Stock Director as provided below.

(iii) Election; Vacancy. The election of the Preferred Stock Directors by the Voting Holders may take place at any general meeting of stockholders, or at any special meeting of Voting Holders held separately from other stockholders, or by means of a written resolution of the Voting Holders in lieu of a meeting thereof, in each case as the Board of Directors may determine in its reasonable discretion. The Preferred Stock Directors shall be so elected by a plurality of the votes cast at the relevant meeting (or, if the election is effected by written resolution, by the Voting Holders constituting a quorum, which shall also be the required voting threshold for purposes of such a written resolution), in each case whether or not the number of nominees exceeds the number of individuals to be elected. Each of the Preferred Stock Directors elected hereunder shall serve as a director until the next annual meeting of stockholders, or until the earlier of such time as he or she resigns, retires, dies or is removed or the special voting right pursuant to this Section 12(b) terminates. The Board of Directors shall nominate individuals to succeed such individuals as the Preferred Stock Directors, in each case from among recommendations of the Voting Holders, all as provided in Section 12(b)(ii) provided that such recommendations may include any such individuals whose service has ended and, in lieu of selecting nominees from any such recommendations, the Board of Directors may, in its discretion, nominate any or both of such individuals whose service has ended (if willing to serve) for another term as a Preferred Stock Director. Each Preferred Stock Director shall agree, in the Director Acceptance Letter, to resign as such director when his or her term otherwise ends pursuant to any removal or termination of the special voting right as provided in this Section 12(b). In case any vacancy in the office of a Preferred Stock Director occurs due to resignation, retirement, death or removal, the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, in an election by Voting Holders as provided above for an initial election. All determinations and other actions to be made or taken by the Board of Directors with regard to Preferred Stock Directors pursuant to this Section 12(b) shall be taken by the Board of Directors excluding the Preferred Stock Directors, who shall not be entitled to vote with respect to such actions (and thus shall not be included for the purpose of applying any quorum and voting requirements applicable to such actions). The Company will use reasonable best efforts to cause the individuals nominated to be elected as soon as practicable, which will include for the avoidance of doubt, the initial election of any Preferred Stock Director, and the election of Preferred Stock Directors at any subsequent annual meeting following the initial election of any Preferred Stock Director. Subject to the foregoing, each of the Preferred Stock Directors shall have one vote as a director.

(iv) Notice of Special Meeting; Quorum. The Company shall as soon as practicable, and in no case more than 30 days after the Board of Directors has selected the nominees as provided above, submit such nominees to the Voting Holders for election either (i) at a meeting of stockholders, (ii) at a special meeting of Voting Holders or (iii) by written resolution, as determined by the Board of Directors in its reasonable discretion. Notice for a special meeting of Voting Holders may be given in the same manner as that provided in the By-laws for a special meeting of the stockholders. If the Company fails to give

notice of a meeting of stockholders or Voting Holders, or to seek a written resolution of Voting Holders, to elect the Preferred Stock Directors within 30 days after the Board of Directors has selected the nominees for such election as provided above, any Voting Holders entitled to recommend individuals for election as a Preferred Stock Director shall be entitled (at the Company’s expense) to call such a meeting or seek such a written resolution to elect such nominees selected by the Board of Directors, and for that purpose will have access to the register of stockholders of the Company. At any meeting of stockholders, or any special meeting of Voting Holders, at which the Voting Holders have the right to elect the Preferred Stock Directors, or at any adjournment thereof, the presence of at least two Persons holding or representing by proxy at least 50% in aggregate liquidation preference of the Convertible Preferred Stock and all other classes and series of Parity Dividend Stock having like voting rights, in each case at the time issued and outstanding, will be required to constitute a quorum for the election of any Preferred Stock Director. (Such quorum requirement shall also apply with respect to any election of Preferred Stock Directors to be effected with the consent of Voting Holders given in a written resolution.) At any general meeting of stockholders or adjournment thereof, the absence of such a quorum of Voting Holders will not prevent the election of directors other than the Preferred Stock Directors, and the absence of a quorum for the election of such other directors will not prevent the election of the Preferred Stock Directors. The Company may fix a date as the record date for the purpose of determining the issued and outstanding preferred stock of any class or series, and the Holders and other holders thereof entitled to elect the Preferred Stock Directors.

(v) Election to Board. For the avoidance of doubt, an individual who is elected a Preferred Share Director by the Voting Holders pursuant to this Section 12(b) is not a director unless he or she is appointed by the Board of Directors, or elected by the stockholders, to the Board pursuant to the By-laws. Therefore, unless such election is effective, once a Preferred Stock Director is elected by the Voting Holders pursuant to this Section 12(b), the Company shall use its reasonable best efforts to cause such Preferred Stock Director to be appointed by the Board, or elected by the stockholders, to the Board of Directors pursuant to the By-laws as soon as practical.

(vi) Termination; Removal. Whenever the Company has paid cumulative dividends in full for at least four consecutive quarterly dividend periods on the Convertible Preferred Stock and any other class or series of cumulative Parity Dividend Stock, and has paid cumulative dividends in full on any class or series of cumulative Parity Dividend Stock, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting right in the case of any Nonpayment in respect of future Quarterly Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the Board of Directors shall resolve to reduce the number of directors constituting the Board of Directors by two. In addition, any Preferred Stock Director may be removed at any time with cause by Voting Holders holding a majority in aggregate Liquidation Preference of the aggregate liquidation preference of the Convertible Preferred Stock, together with all classes and series of Parity Dividend Stock having like voting rights, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, at a general meeting of stockholders or a special meeting of Voting Holders called by the Company as provided in Section 12(b)(iv) above. In addition, if the Board of Directors determines in its discretion at any time that there is cause for the stockholders to remove such director, the Board of Directors may in its discretion request that such director resign from the Board and may require that such director, as a condition to his or her initial election, agree in writing pursuant to his or her Director Acceptance Letter (as provided in Exhibit B hereto) to resign upon any such request. Upon the removal of any Preferred Stock Director, the vacancy shall be filled in the manner set forth in Section 12(b)(iii). Notwithstanding the foregoing, if at any time there are no shares of Convertible Preferred Stock issued and outstanding, each Preferred Stock Director’s term shall automatically terminate and no directors shall thereafter be appointed or elected pursuant to this Section 12.

(c) Senior Issuances; Adverse Changes. So long as any shares of Convertible Preferred Stock are issued and outstanding, the Company may not consummate any action specified in clause (i), (ii) or (iii) below without the vote or consent of the holders of a two-thirds majority in aggregate Liquidation Preference of the Convertible Preferred Stock at the time issued and outstanding and all voting or consenting as a single class, to the exclusion of the holders of Common Stock:

(i) any amendment, alteration or repeal of any provision of the Certificate of Incorporation or By-laws or this Certificate of Designations that would alter or change the voting powers, preferences or special rights of the Convertible Preferred Stock so as to affect them adversely;

(ii) any authorization or creation of, or increase in the authorized amount of, any Senior Stock;

(iii) any consolidation, merger, binding share exchange or reclassification involving the Company, except that, subject to applicable law, Holders of Convertible Preferred Stock will have no right to vote or consent under this clause (iii) (or under clause (i) above) by reason of any such transaction if (A) the Convertible Preferred Stock remains issued and outstanding or, in the case of any such transaction with respect to which the Company is not the surviving or resulting issuer, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent (provided that such entity is an entity organized and existing under the laws of Bermuda, the United States of America, any state thereof or the District of Columbia or any jurisdiction in the European Economic Area, and is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation for such purposes, the Company receives an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such transaction in the same amount, at the same time and otherwise in the same manner as would have been the case under the Convertible Preferred Stock prior to such transaction)), and (B) the shares of Convertible Preferred Stock remaining issued and outstanding or such other preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock, taken as a whole;

provided, however, that (1) any increase in the amount of the authorized or issued, or any creation of, shares of Convertible Preferred Stock or any authorization, issuance or creation of any securities convertible into, or exercisable or exchanged for, Convertible Preferred Stock or (2) any increase in the amount of the authorized or issued, or any creation of, any other preferred stock ranking equally with or junior to the Convertible Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon the Company’s liquidation, dissolution or winding up, or any authorization, issuance or creation of any securities convertible into, or exercisable or exchangeable for, any such other preferred stock, in each case (1) and (2) will not be deemed to adversely affect the voting powers, preferences or special rights of the Convertible Preferred Stock and Holders will have no right under this Section 12(c) to vote on or consent to any such increase, authorization, issuance or creation.

If the Holders are entitled to vote on or consent to a specified action pursuant to this Section 12(c), the Company may call a meeting of the Holders for the purpose of such vote or, in its discretion, may instead seek the consent of the Holders in a written resolution. Any such vote may be held at a general meeting of the stockholders, or at a special meeting of the Holders and such other holders, as the Company may determine in its discretion. The Company may fix a date as the record date for the purpose of determining the issued and outstanding shares of Convertible Preferred Stock, and the Holders entitled to vote on or consent to any such specified action. At any meeting of stockholders or Holders where such vote is to occur (or for any consent by written resolution), the necessary quorum for such vote (or consent) shall be at least two Persons holding or representing by proxy at least 50% in aggregate liquidation preference of the Convertible Preferred Stock entitled to vote on the relevant specified action.

If the Holders of Convertible Preferred Stock are entitled to vote on or take any action with respect to any matter, the Board of Directors may, in its discretion, determine that such vote or other action be taken by means of a written resolution of the Holders entitled to take such action. Unless authorized by the Board of Directors, the Holders shall have no right to act by written resolution, notwithstanding any provision of the Certificate of Incorporation, the By-laws, this Certificate of Designations or otherwise.

(d) Vote with Common Stock. The Holders:

(i) shall be entitled to vote with the holders of the Common Stock on all matters submitted for a vote of holders of Common Stock, voting together with the holders of Common Stock (and not as a separate class or series), which shall include the right of the Holders to vote together with the holders of the Common Stock for the election of directors at any annual meeting,

(ii) shall be entitled to a number of votes equal to the number of votes to which Common Stock issuable upon conversion of such Convertible Preferred Stock would have been entitled if such Common Stock had been issued and outstanding at the time of the applicable vote and related record date, and

(iii) shall be entitled to notice of any stockholders meeting in accordance with the By-laws.

(e) No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 12(b), (c) or (d) if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all issued and outstanding shares of Convertible Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 13.

Preemption.

The Holders shall not have any rights of preemption with regard to any shares of capital stock (including common stock and preferred stock).

Section 14.

Payments and Notices.

(a) Payment. Any payment due by the Company with respect to dividends, redemptions, fractional shares or other amounts on a day that is not a Business Day may be made on the next succeeding Business Day with the same force and effect as if made on the original due date, and without any interest due to any delay in payment.

(b) Notices. Any notices, deliveries or other actions required or permitted to be given, made or taken by the Company or any Holder hereunder on a particular day may be effected on the next succeeding Business Day with the same force and effect as if effected on the particular day.

Section 15.

Rank.

Notwithstanding anything set forth in the Certificate of Incorporation, the By-laws or this Certificate of Designations to the contrary, the Board of Directors or any duly authorized committee thereof, without the vote of the Holders, may authorize and issue new or additional Junior Stock and Parity Stock. Neither the Board of Directors nor any committee thereof shall have the authority to create or issue any Senior Stock without the affirmative vote (or written consent) of the holders of a majority in aggregate Liquidation Preference of the outstanding Convertible Preferred Stock, voting (or consenting) separately as a class, as provided in Section 12(c).

Section 16.

Repurchase.

Subject to the limitations imposed herein and applicable Delaware law, the Company may purchase Convertible Preferred Stock from time to time to such extent, in such manner and upon such terms as the Board of Directors or any duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or after such purchase would be, unable to pay its liabilities as they become due; and provided further that in the event that the Company beneficially owns any Convertible Preferred Stock, the Company will procure that voting rights in respect of such Convertible Preferred Stock are not exercised.

Section 17.

Unissued or Reacquired Shares.

Shares of Convertible Preferred Stock not issued or that have been issued and converted, redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued preferred stock without designation as to series, until such shares are once more designated as part of a particular series by the Board of Directors.

Section 18.

No Sinking Fund.

Convertible Preferred Stock is not subject to the operation of a sinking fund.

Section 19.

Reservation of Common Stock.

(a) Sufficient Shares. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Company, solely for issuance upon the conversion of Convertible Preferred Stock as provided in this Certificate of Designations, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Convertible Preferred Stock then issued and outstanding. For purposes of this Section 19(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all issued and outstanding Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b) Use of Acquired Shares. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Convertible Preferred Stock, as herein provided, Common Stock acquired by the Company (in lieu of the issuance of authorized and unissued Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(c) Free and Clear Delivery. All Common Stock delivered upon conversion of the Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(d) Compliance with Law. Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Convertible Preferred Stock, the Company shall use its reasonable best efforts to comply with all laws and regulations thereunder requiring the approval of such delivery by any Regulatory Entities.

(e) Listing. The Company hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other securities exchange or quotation system, the Company will, if permitted by the rules of such exchange or quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or quotation system, all the Common Stock issuable upon conversion of the Convertible Preferred Stock.

Section 20.

Transfer Agent, Conversion Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Conversion Agent, Registrar and paying agent for the Convertible Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders (or otherwise pursuant to any applicable procedures of a Depositary).

Section 21.

Replacement Certificates.

(a) Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

(b) Certificates Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing the applicable Convertible Preferred Stock on or after the applicable Conversion Date. In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in Section 21(a), shall deliver the Common Stock pursuant to the terms of the Convertible Preferred Stock formerly evidenced by the certificate.

(c) Legends. Certificates for Convertible Preferred Stock and any Common Stock issued on conversion thereof may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage ( provided that any such notation, legend or endorsement is in a form acceptable to the Company).

Section 22.

Form.

(a) Global Preferred Shares. Convertible Preferred Stock may, at the Company’s option, in its sole discretion, be issued in the form of one or more permanent global shares of Convertible Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Preferred Share”), which is hereby incorporated in and expressly made a part of this Certificate of Designations. The Global Preferred Shares may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Preferred Share may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. Global Preferred Shares shall be registered in the name of the Depositary, which shall be the Holder of such shares. This Section 22(a) shall apply only to a Global Preferred Stock deposited with or on behalf of the Depositary.

(b) Delivery to Depositary. If Global Preferred Shares are issued, the Company shall execute and the Registrar shall, in accordance with this Section 22, countersign and deliver initially one or more Global Preferred Shares that (i) shall be registered in the name of a nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c) Agent Members. If Global Preferred Shares are issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designations with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Preferred Share, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Shares. If Global Preferred Shares are issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Convertible Preferred Stock, this Certificate of Designations, the Certificate of Incorporation or the By-laws.

(d) Physical Certificates. Owners of beneficial interests in any Global Preferred Shares shall not be entitled to receive physical delivery of certificated Convertible Preferred Shares, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Preferred Shares shall be exchanged in whole for definitive Convertible Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive Convertible Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e) Signature. An Officer shall sign any Global Preferred Share for the Company, in accordance with the Company’s By-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Share no longer holds that office at the time the Transfer Agent countersigned the Global Preferred Share, the Global Preferred Share shall be valid nevertheless. A Global Preferred Share shall not be valid until an authorized signatory of the Transfer Agent manually countersigns the Global Preferred Share. Each Global Preferred Share shall be dated the date of its countersignature.

Section 23.

Taxes.

(a) Transfer Taxes. The Company shall pay any and all share transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of Convertible Preferred Stock or Common Stock or other securities issued on account of Convertible Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of Convertible Preferred Stock, Common Stock or other securities in a name other than that in which the Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding. All payments and distributions (or deemed distributions) on the shares of Convertible Preferred Stock (and on the Common Stock received upon their conversion) shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 24.

Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (or by first-class mail if the same shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 717 Fifth Avenue, New York, New York 10022 (Attention: Corporate Secretary) or to the Transfer Agent at its office at Computershare Trust Company, N.A. 250 Royall Street, Canton, MA 02021 (Attention: Corporate Trust Office), or to any other agent of the Company designated to receive such notice as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the share record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given. Notwithstanding the foregoing, any notice given by the Company to Holders in respect of a Global Preferred Share pursuant to the applicable procedures of the Depositary shall be deemed to have been given effectively when so given.

Section 25.

Other Rights.

Except as specifically provided in Section 12 or as may be required by Delaware law, no holder of the Company’s common stock or preferred stock shall have any right under this Certificate of Designations, the Certificate of Incorporation or the By-laws to vote on or consent to any amendment, alteration or repeal of this Certificate of Designations. The Convertible Preferred Stock shall have no voting powers, preferences or special rights, and no qualifications, limitations or restrictions thereon, other than as set forth in this Certificate of Designations, the Certificate of Incorporation or By-laws, or as required by Delaware law.

Section 26.

Conflict.

To the extent the terms provided in this Certificate of Designations conflict with the terms contained in the By-laws, the terms provided in this Certificate of Designations shall prevail.

Exhibit A

FORM OF 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A

FACE OF SECURITY

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND THOSE ISSUABLE ON CONVERSION THEREOF) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, AND IN ACCORDANCE WITH ALL APPLICABLE U.S., STATE AND OTHER SECURITIES LAWS. THIS CERTIFICATE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF AN INVESTMENT AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, EACH DATED AS OF MAY 20, 2008 BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND THOSE ISSUABLE ON CONVERSION THEREOF) MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS, AND ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID.

[IF GLOBAL PREFERRED SHARES ARE ISSUED: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATIONS REFERRED TO BELOW.]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


Certificate Number		Number of Convertible Preferred Stock
CUSIP NO.: 55277J 207

6% Cumulative Convertible Preferred Stock, Series A

(par value $1.00 per share)

MF GLOBAL HOLDINGS LTD.

MF Global Holdings Ltd., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [—], or such number as is registered in the name of the Holder in the Company’s register of stockholders maintained by the Registrar] ₂ fully paid and non-assessable preferred stock of the Company designated the 6% Cumulative Convertible Preferred Stock, Series A, with a par value of $1.00 per share and a liquidation preference of the greater of (A) U.S.$ 100 per share (plus all accumulated and unpaid dividends thereon, whether or not declared) and (B) the amount such Holder would have received if such Holder converted all of its Convertible Preferred Stock as provided in the Certificate of Designations on the date of the liquidation, dissolution or winding up (the “Convertible Preferred Stock”).

The Convertible Preferred Stock is subject to the Certificate of Designations and the Certificate of Incorporation and By-laws of the Company and is transferable in accordance therewith. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preferred Stock represented hereby are issued and shall in all respects be subject to the provisions of the Certificate of Designations dated January 4, 2010 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used, but not defined herein, shall have the meaning given to them in the Certificate of Designations.

Reference is hereby made to select provisions of the Convertible Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

¹	This phrase should be included only if the share certificate evidences certificated Convertible Preferred Stock.

²	This phrase should be included only if the share certificate evidences Global Preferred Shares.

Unless the Registrar has properly countersigned this certificate, the Convertible Preferred Stock evidenced hereby shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.


MF GLOBAL HOLDINGS LTD.		Dated:

By:		COUNTERSIGNED AND REGISTERED:
Name:		COMPUTERSHARE TRUST COMPANY, N.A
Title:	Chief Executive Officer and Director	TRANSFER AGENT AND REGISTRAR

		By:
			AUTHORIZED SIGNATURE

By:
Name:	Jacqueline Giammarco
Title:	Corporate Secretary

REVERSE OF SECURITY

Dividends on each share of Convertible Preferred Stock shall be payable at the rate provided in the Certificate of Designations but only when, as and if declared by the Board of Directors as provided therein.

The Convertible Preferred Stock shall be convertible in the manner and in accordance with the terms set forth in the Certificate of Designations.

The Convertible Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

The Convertible Preferred Stock carries voting rights as specified in the Certificate of Designations.

The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions on such powers, preferences and rights.

For value received, hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

of the shares of Convertible Preferred Stock represented by the within Certificate, and such shares are subject to the Certificate of Designations, and the Certificate of Incorporation and By-laws of the Company and are transferable in accordance therewith.

Dated: 20


Signature:

Signature:


Notice:		The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

Exhibit B

FORM OF DIRECTOR’S

ACCEPTANCE LETTER

TO: MF Global Holdings Ltd. (the “Company”)

Attn: The Corporate Secretary

I hereby accept and agree to my appointment or election as a Preferred Stock Director, in accordance with the Certificate of Designations of 6% Cumulative Convertible Preferred Stock, Series A of the Company, dated January 4, 2010 (the “Certificate of Designations”). I hereby agree and acknowledge that my term of office shall immediately terminate (and I shall immediately resign as a Preferred Stock Director (as such term is defined in the Certificate of Designations) upon any request for resignation made by the Board of Directors) in accordance with Section 12 of the Certificate of Designations without further action being required on my part.

I designate the following telephone and facsimile numbers and e-mail address for service of notice of all directors’ meetings. Notice by telephone facsimile or e-mail to either of the said numbers or e-mail address will constitute good and sufficient notice to myself and I agree to advise you of any change in these particulars.


Tel:		[ ]

Fax:		[ ]

E-mail:		[ ]

Nationality:		[ ]

I hereby authorize you to enter my name and address in the register of Directors and Officers of the Company as follows:

[Name]

[Address]

[Name]

EX-7.07 4 dex707.htm TRANSFER AGREEMENT, DATED AS OF FEBRUARY 3, 2010 Transfer Agreement, dated as of February 3, 2010

Exhibit 7.07

TRANSFER AGREEMENT

TRANSFER AGREEMENT (this “Transfer Agreement”) dated as of February 3, 2010 between J.C. Flowers II L.P., a Cayman Islands exempted limited partnership (the “Investor”), MF Global Holdings Ltd., a Delaware corporation (the “Company”), and JCF MFG Holdco LLC, a Delaware limited liability company (the “Transferee”) in connection with the transfer to the Transferee by (i) the Investor of 1,067,291 shares of the Company’s preferred stock, par value $1.00 per share, designated as 6% Cumulative Convertible Preferred Stock, Series A (“Series A Preferred Shares”), (ii) J.C. Flowers II-A L.P., an Alberta limited partnership and a controlled Affiliate of the Investor, of 67,322 Series A Preferred Shares, (iii) J.C. Flowers II-B L.P., a Cayman Islands exempted limited partnership and a controlled Affiliate of the Investor, of 65,387 Series A Preferred Shares and (iv) Financial Services Opportunities L.P., a Cayman Islands exempted limited partnership and a controlled Affiliate of the Investor, of 300,000 Series A Preferred Shares (the Series A Preferred Shares described in clauses (i) through (iv) collectively, the “Transferred Securities”). Reference is made to the Investment Agreement, dated as of May 20, 2008, by and between the Company, as successor to MF Global Ltd., a Bermuda exempted company, and the Investor as amended and supplemented from time to time (the “Investment Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Investment Agreement.

A. By its execution of this Transfer Agreement, the Transferee agrees to be bound by all of the terms and conditions of Article IV of the Investment Agreement (and Article V of the Investment Agreement in so far as relevant thereto) with respect to the Transferred Securities.

B. By its execution of this Transfer Agreement, the Transferee agrees that for purposes of the Registration Rights Agreement, dated as of July 18, 2008, by and between the Company, as successor to MF Global Ltd., a Bermuda exempted company, and the Investor (the “Registration Rights Agreement”), the Transferee shall be deemed to be the Investor and shall assume the rights and obligations of the Investor under the Registration Rights Agreement.

C. The Investor and the Transferee represent and warrant that the Transferee is a controlled Affiliate (which is also an Affiliate) of the Investor.

D. Prior to the Transferee ceasing to be a controlled Affiliate (which is also an Affiliate) of the Investor, the Transferee covenants that it will, and the Investor covenants to cause the Transferee to, transfer all the Transferred Securities that were Transferred to the Transferee pursuant to this Transfer Agreement to the Investor or controlled Affiliates (which are also Affiliates) of the Investor pursuant to Section 4.3(b)(ii) of the Investment Agreement.

E. The parties agree that the rights and obligations of the Investor under the Investment Agreement (including those in Section 3.7) shall remain rights and obligations of the Investor and shall not be transferred to the Transferee, and that Transferee shall have only such rights and obligations as are set forth in Article IV (and Article V of the Investment Agreement in so far as relevant thereto) and only with respect to the Transferred Securities.

F. This Transfer Agreement may be executed in any number of counterparts which when taken together shall constitute an original document.

G. This Transfer Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within that state. In connection with any dispute, controversy or claim arising out of or relating to this Transfer Agreement, or the validity, interpretation, breach or termination of this Transfer Agreement, including claims seeking redress or asserting rights under any law, each of the parties hereto agrees (a) to submit to the personal jurisdiction of the state or federal courts in the Borough of Manhattan, The City of New York, (b) that exclusive jurisdiction and venue shall lie in such state or federal courts in the Borough of Manhattan and each party irrevocably and unconditionally waives and agrees not to plead or claim in any such court that such dispute, controversy or claim brought in such court has been brought in an inconvenient forum. Notice may be served upon the Company and the Investor at the same address and in the same manner as described in the Investment Agreement. Notice to the Transferee may be served at the same address and in the same manner as notice may be served on the Investor.

IN WITNESS WHEREOF, this Transfer Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.


MF GLOBAL HOLDINGS LTD.

By:		/s/ J. Randy MacDonald
Name:		J. Randy MacDonald
Title:		Chief Financial Officer

Signature Page to Transfer Agreement

(Company)


J.C. FLOWERS II L.P.

By:		JCF Associates II L.P., its General Partner
By:		JCF Associates II Ltd., its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

Signature Page to Transfer Agreement

(Investor)


JCF MFG HOLDCO LLC

By:		JCF Associates II-A L.P., its Manager
By:		JCF Associates II-A LLC, its General Partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

Signature Page to Transfer Agreement

(Transferee)

EX-7.08 5 dex708.htm AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated Limited Liability Company Agreement

Exhibit 7.08

JCF MFG HOLDCO LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of February 3, 2010


ARTICLE I DEFINITIONS
SECTION 1.1	Definitions	4

ARTICLE II FORMATION OF LIMITED LIABILITY COMPANY
SECTION 2.1	Membership	7
SECTION 2.2	Formation	7
SECTION 2.3	Company Name	8
SECTION 2.4	Registered Office	8
SECTION 2.5	Admission	8
SECTION 2.6	Purpose; Powers	8
SECTION 2.7	Term	8
SECTION 2.8	Fiscal Year	9
SECTION 2.9	Expenses	9
SECTION 2.10	Register	9

ARTICLE III CONTRIBUTIONS
SECTION 3.1	Initial Contributions	9
SECTION 3.2	Additional Mandatory Contributions	9

ARTICLE IV WITHDRAWALS; DISTRIBUTIONS; WITHHOLDING
SECTION 4.1	Withdrawals, Etc.	10
SECTION 4.2	Distributions	10
SECTION 4.3	Withholding	11

ARTICLE V CERTAIN TAX MATTERS
SECTION 5.1	Partnership for Tax Purposes; Tax Returns	12


ARTICLE VI MANAGEMENT
SECTION 6.1	Management of the Company	13
SECTION 6.2	Ability to Bind the Company	13
SECTION 6.3	Reliance by Third Parties	14

ARTICLE VII LIABILITY, EXCULPATION AND INDEMNIFICATION
SECTION 7.1	Liability of the Manager and Other Covered Persons	14
SECTION 7.2	Indemnification of Covered Persons	15

ARTICLE VIII RIGHTS AND OBLIGATIONS OF MEMBERS; RESTRICTIONS ON MEMBERS
SECTION 8.1	Limited Liability	16
SECTION 8.2	Other Business; Compensation, Etc.	17

ARTICLE IX BOOKS AND RECORDS; REPORTS
SECTION 9.1	Books and Records	17
SECTION 9.2	Reports	17
SECTION 9.3	Tax Information	17

ARTICLE X NO TRANSFERS OF INTERESTS; RESIGNATIONS
SECTION 10.1	Transfer of any Member’s Interest	18
SECTION 10.2	Transfers in Violation of Agreement Not Recognized	18
SECTION 10.3	Resignations	18

ARTICLE XI TERMINATION OF THE COMPANY
SECTION 11.1	Events of Dissolution	18
SECTION 11.2	Winding Up	19
SECTION 11.3	Time for Liquidation; Termination	20
SECTION 11.4	Bankruptcy of a Member	20


ARTICLE XII MISCELLANEOUS
SECTION 12.1	Notices	20
SECTION 12.2	Counterparts	21
SECTION 12.3	Table of Contents and Headings	21
SECTION 12.4	Successors and Assigns	21
SECTION 12.5	Severability	21
SECTION 12.6	Further Actions	21
SECTION 12.7	Determinations of the Manager	21
SECTION 12.8	Non-Waiver	22
SECTION 12.9	Applicable Law	22
SECTION 12.10	Survival of Certain Provisions	22
SECTION 12.11	Waiver of Partition	22
SECTION 12.12	No Third Party Beneficiaries	22
SECTION 12.13	Amendments	22
SECTION 12.14	Entire Agreement	23

iii

JCF MFG HOLDCO LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of JCF MFG HOLDCO LLC, a Delaware limited liability company (the “Company”) is entered into as of February 3, 2010 by and among JCF Associates II-A L.P., a Delaware limited partnership (“JCF Associates II-A”), as the manager of the Company, and the persons listed on Schedule A hereto.

WHEREAS, J.C. Flowers II L.P., a Cayman Islands exempted limited partnership (“JCF II”) formed the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (as amended from time to time and including any successor statute of similar import, the “Act”) by filing the Certificate with the office of the Secretary of State on January 28, 2010;

WHEREAS, since its formation, the Company has been governed by the Limited Liability Agreement of the Company, dated as of January 28, 2010 (the “Original Agreement”), by and between JCF II and JCF Associates II-A as the manager of the Company; and

WHEREAS, JCF II and JCF Associates II-A, as the manager of the Company, desire to amend and restate the Original Agreement in its entirety and to enter into this Agreement, pursuant to which, among other things, the persons listed on Schedule A hereto are admitted to the Company as members within the meaning of the Act;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. As used herein, the following terms have the meanings set forth below:

“Act” shall have the meaning set forth in the recitals hereto.

“Affiliate” shall mean, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.

[Signature Page to Amended and Restated LLC Agreement — Members]

“Agreement” shall mean this Limited Liability Company Agreement, as it may be amended, restated or supplemented from time to time as herein provided.

“Available Assets” shall mean, as of any date, the excess of (a) the cash and cash equivalent items held by the Company over (b) the sum of the amount of such items as the Manager determines in its reasonable discretion to be necessary for the payment of the Company’s expenses, liabilities and other obligations (whether fixed or contingent), and for the establishment of appropriate reserves for such expenses, liabilities and obligations as may arise, including the maintenance of adequate working capital for the continued conduct of the Company’s investment activities and operations.

“Business Day” shall mean any day other than (a) Saturday and Sunday and (b) any other day on which banks located in New York City are required or authorized by law to remain closed.

“Certificate” shall mean the Certificate of Formation of the Company as provided for pursuant to the Act, as originally filed with the office of the Secretary of State, and as amended and restated from time to time as herein provided.

“Claims” shall have the meaning set forth in Section 7.2(a).

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Company” shall have the meaning set forth in the preamble hereto.

“Company Expenses” shall mean the reasonable costs and expenses that, in the good faith judgment of the Manager, are incurred in the operation of the Company, including without limitation the fees and expenses relating to legal, custodial and accounting expenses; auditing expenses; expenses incurred in maintaining in the State of Delaware or elsewhere the principal place of business of the Company, including the payment of annual Delaware franchise taxes; expenses incurred in maintaining a registered office in the State of Delaware; costs of reporting to the Member; costs of winding up and liquidating the Company; and accountants’ and attorneys’ fees and expenses incurred in connection with any of the foregoing.

“Contributions” shall mean, with respect to any Member, the capital contributed or in kind contribution made, or deemed to be made, to the Company by such Member pursuant to this Agreement, plus any additional contributions required to be made pursuant to Section 3.2.

“Covered Person” shall mean the Manager and its Affiliates; each of the current and former shareholders, officers, directors, employees, partners, members, managers and agents of the Manager and its Affiliates; and any other Person designated by the Manager as a Covered Person who serves at the request of the Manager on behalf of the Company.

“Damages” shall have the meaning set forth in Section 7.2(a).

“Disabling Conduct” shall mean, with respect to any Person, gross negligence, fraud, willful misfeasance, reckless disregard of duties by such Person or any material violation of this Agreement by such Person that, if curable, is not cured within 30 days after a written notice describing such violation has been given to such Person.

“Distributable Cash” shall mean cash received by the Company from the sale or other disposition of, or dividends, interest, redemption proceeds, or other income otherwise received by the Company, other than Contributions, to the extent that such cash constitutes Available Assets.

“Fiscal Year” shall mean the fiscal year of the Company as determined pursuant to Section 2.8.

“JCF II” shall have the meaning set forth in the recitals hereto.

“JCF Associates II-A” shall have the meaning set forth in the recitals hereto.

“Manager” shall mean JCF Associates II-A, in its capacity as the manager of the Company, or any additional or successor manager of the Company. The Manager shall be a “manager” within the meaning of the Act.

“Members” shall mean those Persons listed on Schedule A hereto.

“MF Global” shall mean MF Global Holdings Ltd., a Delaware corporation.

“MF Global Securities” shall mean (i) Series A Shares and (ii) Other MF Global Securities.

“Original Agreement” shall have the meaning set forth in the recitals hereto.

“Other MF Global Securities” shall mean any Securities, issued, directly or indirectly, with respect to Series A Shares by way of conversion or exchange thereof or dividends, stock split or in connection with a combination of shares, reclassification, recapitalization, merger or other reorganization.

“Other Securities” shall mean Securities other than Series A Shares.

“Percentage Interest” shall mean with respect to any Member, the percentage set forth opposite such Member’s name on Schedule A attached hereto, as such Schedule A is amended from time to time.

“Person” shall mean any individual or entity, including a corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust, unincorporated association, government or governmental agency or authority.

“Proceeding” shall have the meaning set forth in Section 7.2(a).

“Register” shall have the meaning set forth in Section 2.10.

“Secretary of State” shall mean the Secretary of State of the State of Delaware.

“Securities” shall mean any shares of capital stock, partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other equity and debt securities of whatever kind of any Person, whether readily marketable or not.

“Series A Shares” shall have the meaning set forth in Section 3.1.

“Term” shall have the meaning set forth in Section 2.7.

“Transfer” shall mean a direct or indirect transfer in any form, including a sale, assignment, conveyance, pledge, charge, mortgage, encumbrance, securitization, hypothecation, redemption, conversion, exchange or other disposition, or any purported severance or alienation of any beneficial interest (including the creation of any derivative or synthetic interest), or the act of so doing, as the context requires, other than any pledge or hypothecation of capital stock to a financial institution in connection with any loan from such financial institution.

“Treasury Regulations” shall mean the regulations of the U.S Treasury Department issued pursuant to the Code.

ARTICLE II

FORMATION OF LIMITED LIABILITY COMPANY

SECTION 2.1 Membership. The Members are hereby admitted to the Company as members within the meaning of the Act.

SECTION 2.2 Formation. JCF II formed the Company, which is subject to the provisions of the Act, and the Certificate has been filed with the Secretary of State. The Members hereby agree to continue the Company as a limited liability company under and

pursuant to the Act and agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein. Andoni Goicoechea is hereby designated as an authorized person, within the meaning of the Act, authorized to execute and file (or direct the execution and filing of) the Certificate with the Secretary of State, and such authorized person’s execution and filing (or direction of the execution and filing) of the Certificate with the Secretary of State on January 28, 2010 is hereby ratified and confirmed. The Manager is hereby authorized to execute, file and record all such other certificates and documents, including amendments to the Certificate, and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited liability company, the ownership of property, and the conduct of business under the laws of the State of Delaware and any other jurisdiction in which the Company may own property or conduct business.

SECTION 2.3 Company Name. The name of the Company heretofore formed and continued hereby is JCF MFG Holdco LLC.

SECTION 2.4 Registered Office. The registered office of the Company in the State of Delaware is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent for service of process on the Company at such address is The Corporation Trust Company. At any time, the Manager may designate another registered agent and/or registered office.

SECTION 2.5 Admission. Upon the execution and delivery of this Agreement, each Member shall be admitted as a member of the Company.

SECTION 2.6 Purpose; Powers. The purposes of the Company are (a) to issue interests in itself and to acquire, hold, own, vote, sell, exchange or otherwise dispose of the Series A Shares and any Other MF Global Securities, in accordance with and subject to the other provisions of this Agreement, (b) to engage in any activities in connection with the foregoing or in any activity that the Manager shall deem necessary, appropriate, proper, advisable or incidental to the foregoing and (c) to engage in any other lawful acts or activities consistent with the foregoing for which limited liability companies may be formed under the Act. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable or incidental to or for the furtherance of the purpose set forth above.

SECTION 2.7 Term. The term of the Company commenced on the date the Certificate was filed in the office of the Secretary of State of the State of Delaware, and shall continue until the dissolution of the Company pursuant to the provisions of Article XI (“Term”).

SECTION 2.8 Fiscal Year. The fiscal year of the Company shall end on the 31st day of December in each year (the “Fiscal Year”). Except as otherwise required by law, the Company shall have the same Fiscal Year for income tax and for financial and partnership accounting purposes.

SECTION 2.9 Expenses. Company Expenses shall be paid by the Company. To the extent that the Manager or any of its respective Affiliates pays any Company Expenses on behalf of the Company, the Company shall reimburse the Manager or such Affiliate, as the case may be, upon request.

SECTION 2.10 Register. The Manager shall cause to be maintained in the principal office of the Manager the books and records of the Company, which shall include, among other things, the name and address of each Member and such other information as the Manager may deem necessary or desirable (the “Register”). The Register shall not be part of this Agreement. The Manager shall from time to time update the Register as necessary to accurately reflect the information therein and as required by the Act. Any reference in this Agreement to the Register shall be deemed a reference to the Register as in effect from time to time. Subject to the terms of this Agreement, the Manager may take any action authorized hereunder in respect of the Register without any need to obtain the consent of any Member. No action of any Member shall be required to amend or update the Register.

ARTICLE III

CONTRIBUTIONS

SECTION 3.1 Initial Contributions. On the date hereof, contemporaneously with the execution of this Agreement, each Member shall contribute to the Company the number of shares of the series of preferred stock, par value $1.00 per share, of MF Global designated 6% Cumulative Convertible Preferred Stock, Series A (“Series A Shares”) set forth opposite such Member’s name on Schedule A attached hereto.

SECTION 3.2 Additional Mandatory Contributions. Upon the request of the Manager, which request may be made at any time, the Members shall make Contributions to the Company in proportion to their respective Percentage Interests to allow the Company to pay Company Expenses. Any such Contributions shall be due at the time specified by the Manager in their request of such Contribution. Without limiting the generality of Section 8.1, no Member shall have any personal liability for any of the Company’s Expenses; such Member’s liability will be limited exclusively to making Contributions if and when requested by the Manager hereunder. Any decision made by the Manager to request such Contributions shall be made in its sole discretion and this Section 3.2 shall not be deemed to create or grant any rights in favor of any third party, including, without limitation, any creditor of the Company.

ARTICLE IV

WITHDRAWALS; DISTRIBUTIONS; WITHHOLDING

SECTION 4.1 Withdrawals, Etc. A Member shall not be entitled to withdraw any part of its Contributions or to receive any distributions from the Company except as provided in this Article IV and Article XI; nor shall a Member be entitled to make any Contribution to the Company other than as expressly provided herein. No loan made to the Company by any member shall constitute a Contribution to the Company for any purpose.

SECTION 4.2 Distributions.

(a) Distributions Attributable to Ownership or Disposition of MF Global Securities. Except as otherwise provided herein, Distributable Cash shall be distributed promptly after receipt thereof to the Members in proportion to their respective Percentage Interests.

(b) Other Distributions.

(i) Subject to Article XI which shall govern distributions upon the dissolution of the Company and Section 4.3(a), distributions in kind shall be made at the times and in the aggregate amounts determined by the Manager. Such distributions shall be made to the Members in proportion to their Percentage Interests at the time of distribution.

(ii) Subject to the final sentence of Section 4.3(b)(i), if a distribution (including upon dissolution of the Company in accordance with Article XI) consists of both cash and Securities or Securities of more than one class (with each lot of Securities with a separate basis or holding period being treated as a separate class of Securities), each Member receiving such distribution shall, to the extent practicable, receive the same proportion of cash and Securities of each class being distributed. The Manager may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on Transfer as it may reasonably determine are necessary or appropriate, including legends as to applicable U.S. federal or state or non-U.S. securities laws or other legal or contractual restrictions, and may require any Member to which Securities are to be distributed, as a condition to such distribution, to agree in writing (i) that such Member shall not Transfer such Securities except in compliance with such restrictions and (ii) to such other undertakings as the Manager may reasonably determine are necessary or appropriate.

(iii) To the extent practical, any distribution of Series A Shares to the Members (including upon dissolution of the Company in accordance with Article XI) shall be of the specific lot or lots of Series A Shares contributed or deemed to be contributed by such Member.

(iv) In the event that a distribution of any Other Securities or property occurs (including upon dissolution of the Company in accordance with Article XI), such Other Securities or property shall be deemed to have been sold at their Value and the proceeds of such sale shall be distributed to the Members in proportion to their respective Percentage Interests.

(c) Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution to any Member if such distribution would violate Section 18-607 of the Act or other applicable law.

SECTION 4.3 Withholding.

(a) General. Each Member shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Company and the Manager, and each Member hereby agrees that the Company shall, to the fullest extent permitted by applicable law, similarly indemnify and hold harmless each other Covered Person hereby or pursuant to one or more separate indemnification agreements with such Covered Persons, in each case where such Person is or is deemed to be the responsible withholding agent for U.S. federal, state, local or non-U.S. income tax purposes against all claims, liabilities and expenses of whatever nature relating to such Covered Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company with respect to such Member or as a result of such Member’s participation in the Company. If, pursuant to a separate indemnification agreement or otherwise, the Company shall indemnify or be required to indemnify any Covered Person against any claims, liabilities or expenses of whatever nature relating to such Covered Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by such Covered Person as a result of any Member’s participation in the Company, such Member shall pay to the Company the amount of the indemnity paid or required to be paid.

(b) Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the Company and the Manager to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Company or any of its Affiliates (pursuant to

the Code or any provision of U.S. federal, state, local or non-U.S. tax law) with respect to such Member or as a result of such Member’s participation in the Company (including as a result of a distribution in kind to such Member). If and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time that such withholding or other tax is withheld or required to be paid, whichever is earlier, which payment shall be deemed to be a distribution of Distributable Cash with respect to such Member’s interest in the Partnership to the extent that such Member (or any successor to such Member’s interest in the Company) would have received a cash distribution but for such withholding. To the extent that such payment exceeds the cash distribution that such Member would have received but for such withholding, the Manager shall notify such Member as to the amount of such excess and shall deduct such excess from future cash distributions.

(c) Withholding from Distributions to the Company. In the event that the Company receives a distribution or payment from or in respect of which tax has been withheld, the Company shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time of such distribution or payment equal to the portion of such amount that is attributable to such Member’s interest in the Company as determined in good faith by the Manager, which payment shall be deemed to be a distribution of Distributable Cash pursuant to the Section 4.3(a) to the extent that such Member (or any successor to such Member’s interest in the Company) would have received a cash distribution but for such withholding. To the extent that such payment exceeds the cash distribution that such Member would have received but for such withholding, the Manager shall notify such Member as to the amount of such excess and shall deduct such excess from future cash distributions. In the event that the Company anticipates receiving a distribution or payment from which tax will be withheld in kind, the Manager may elect to prevent such in-kind withholding by paying such tax in cash and may require each Member in advance of such distribution to make a prompt payment to the Company by wire transfer of the amount of such tax attributable to such Member’s interest in the Company as equitably determined by the Manager.

ARTICLE V

CERTAIN TAX MATTERS

SECTION 5.1 Partnership for Tax Purposes; Tax Returns. The Company shall not elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law. The Company shall not participate in

the establishment of an “established securities market” (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a “secondary market or the substantial equivalent thereof” (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Company thereon.

ARTICLE VI

MANAGEMENT

SECTION 6.1 Management of the Company.

(a) Subject to the other provisions of this Agreement, the Manager (acting directly or through its duly appointed agents) shall have full, exclusive and complete discretion to manage and control the business, assets and affairs of the Company, to make all decisions affecting the business, assets and affairs of the Company and to take all such actions as it deems necessary, advisable or convenient or incidental to carry out any and all of the purposes of the Company set forth herein which is hereby authorized and empowered on behalf and in the name of the Company and in its own name, if necessary or appropriate, but subject to the other provisions of this Agreement and to its fiduciary duties, to carry out any and all of the purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary, advisable, convenient or incidental thereto.

(b) Except as specifically provided in this Agreement, each decision required to be made by the Company (including in respect of the voting of any of the Series A Shares or Other MF Global Securities, as applicable, held by the Company) shall be made exclusively by the Manager, provided that the Manager shall consult with the Members in advance with respect to the voting of the Series A Shares or Other MF Global Securities, as applicable, at any shareholders’ meeting.

SECTION 6.2 Ability to Bind the Company. Unless otherwise expressly provided herein, the Manager shall have the authority (a) to execute and deliver, in the name and on behalf of the Company, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the ordinary course of the business of the Company, (b) to execute and deliver commitments regarding the acquisition or disposition of investments by the Company, conveyances of real estate, documents evidencing the lending or borrowing, on behalf of the Company, and other documents and instruments otherwise arising outside the ordinary course of business of the Company, and (c) to take any and all actions on behalf of the Company that the Company is authorized to take, in each case, consistent with the authority granted the Manager pursuant to the terms of this Agreement.

SECTION 6.3 Reliance by Third Parties. In dealing with the Manager and its duly appointed agents, no Person shall be required to inquire as to the Manager’s or any such agent’s authority to bind the Company.

ARTICLE VII

LIABILITY, EXCULPATION AND INDEMNIFICATION

SECTION 7.1 Liability of the Manager and Other Covered Persons.

(a) General. No Covered Person shall be liable to the Company or any Member, and each Member does hereby release such Covered Person, for any act or omission, including any mistake of fact or error in judgment, taken, suffered or made by such Covered Person in good faith and in the belief that such act or omission is in or is not contrary to the best interests of the Company, provided that such act or omission does not constitute Disabling Conduct by the Covered Person. To the extent that, at law or in equity, a Covered Person has duties and liabilities relating thereto to the Company or to the Member, any Covered Person acting under this Agreement shall not be liable to the Company or any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity and to the extent permitted by law, is agreed by each Member to replace such other duties and liabilities of such Covered Person.

(b) Reliance. A Covered Person shall incur no liability in acting in good faith upon any signature or writing believed by such Covered Person to be genuine, may rely in good faith on a certificate signed by an executive officer of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge, and may rely in good faith on an opinion of counsel selected by such Covered Person with respect to legal matters. Each Covered Person may act directly or through such Covered Person’s agents or attorneys. Each Covered Person may consult with counsel, appraisers, accountants and other skilled Persons selected by such Covered Person and shall not be liable for anything done, suffered or omitted in good faith in reliance upon the advice of any of such Persons, except to the extent that such selection or reliance constituted Disabling Conduct by the Covered Person. No Covered Person shall be liable to the Company or any Member for any error of judgment made in good faith by an officer or employee of such Covered Person, provided that such error does not constitute Disabling Conduct of such Covered Person. Except as otherwise provided in this Section 7.1(b), no Covered Person shall be liable to the Company or any Member for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement.

SECTION 7.2 Indemnification of Covered Persons.

(a) General. The Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless each Covered Person from and against any and all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the investment or other activities of the Company, activities undertaken in connection with the Company, or otherwise relating to or arising out of this Agreement, including amounts paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims, amounts and expenses referred to in this Section 7.2(a) are referred to collectively as “Damages”), except to the extent that it shall have been determined ultimately by a court of competent jurisdiction that such Damages arose primarily from Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating to such Proceeding arose primarily from Disabling Conduct of any Covered Person. The Manager shall be authorized on behalf of the Company to enter into indemnification agreements containing terms no more favorable to the Covered Persons than those contained in this Section 7.2(a) with any of the Covered Persons from time to time.

(b) Expenses, etc. Reasonable expenses (including attorney’s fees) incurred by a Covered Person in defense or settlement of any Claim that may be subject to a right of indemnification hereunder may be advanced by the Company to such Covered Person prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be determined ultimately by a court of competent jurisdiction that the Covered Person was not entitled to be indemnified hereunder.

(c) Notices of Claims, etc. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding, provided that the failure of any Covered Person to give such notice as provided herein shall not relieve the Company of its obligations under this Section 7.2 except to the extent that the Company is actually prejudiced by such failure to give such notice. If any such Proceeding is brought against a Covered Person (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the

Company may wish, with counsel reasonably satisfactory to such Covered Person. After notice from the Company to such Covered Person of the Company’s election to assume the defense of such Proceeding, the Company shall not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Company shall not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect to such Proceeding and the related Claim.

(d) Survival of Protection. The provisions of this Section 7.2 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 7.2 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment.

(e) Reserves. If the Manager determines in its sole discretion that it is appropriate or necessary to do so, the Manager may cause the Company to establish reasonable reserves, escrow accounts or similar accounts for the Company’s obligations under this Section 7.2.

(f) Rights Cumulative. The right of any Covered Person to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person’s successors, assigns, heirs and legal representatives.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBERS; RESTRICTIONS ON MEMBERS

SECTION 8.1 Limited Liability. Except as otherwise provided by the Act or herein, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. Except as otherwise provided in the Act or herein, each Member’s liability will be limited exclusively to making Contributions under Article III.

SECTION 8.2 Other Business; Compensation, Etc. The Members and their Affiliates may engage in or possess an interest in other business ventures of every kind and description, independently or with others. None of the Company or other Members shall have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. To the extent that, at law or in equity, any Affiliate of a Member or any director, officer, stockholder, employee, agent or representative of a Member or such Affiliate has duties (including fiduciary duties) and liabilities to the Company or to the Members, no such Person shall be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of any such Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Person.

ARTICLE IX

BOOKS AND RECORDS; REPORTS

SECTION 9.1 Books and Records. The Manager shall keep or cause to be kept at the address of the Manager (or such other place as the Manager shall determine, if during the Term, the Manager shall advise the Members in writing) full and accurate accounts of the transactions of the Company in proper books and records of account, during the Term and for a period of at least four years thereafter, which shall set forth all information required by the Act. Such books and records shall be maintained in accordance with generally accepted accounting principles. Such books and records shall be maintained on the basis utilized in preparing the Company’s U.S. federal income tax return, incorporating the accrual method of accounting. Such information as is necessary to reconcile such books and records with U.S. generally accepted accounting principles shall also be maintained. Such books and records shall be available for inspection and copying by each Member or its duly authorized agents or representatives during normal business hours for any purpose reasonably related to such Member’s interest in the Company.

SECTION 9.2 Reports. To the fullest extent permitted by law, the Manager will provide each Member with copies of all information concerning MF Global that the Company receives in its capacity as a shareholder of MF Global, as promptly as practicable following such receipt.

SECTION 9.3 Tax Information. The Manager shall use its reasonable best efforts to prepare and mail within 90 days after the end of each Fiscal Year, or as soon as practicable thereafter (subject to reasonable delays in the event of the late receipt by the Company of any necessary financial statements), to each Member, U.S. Internal Revenue Service Schedule K-1, “Partner’s Share of Income, Credits, Deductions, Etc.”, or any successor schedule or form, for such Member.

ARTICLE X

NO TRANSFERS OF INTERESTS; RESIGNATIONS

SECTION 10.1 Transfer of any Member’s Interest. No Member may Transfer all or any portion of its interest in the Company or any rights therein, including any interest in the capital or profits of the Company and the right to receive distributions from the Company, without the prior written consent of the Manager, which consent shall be given or withheld in the sole discretion of the Manager. Upon obtaining such consent and upon the execution and signature by the transferee of any agreement, document or instrument required by the Manager in connection with such Transfer, the Manager shall have the authority to amend Schedule A attached hereto to reflect such Transfer. Any purported sale, assignment, pledge or other transfer made in violation of this Agreement shall be null and void.

SECTION 10.2 Transfers in Violation of Agreement Not Recognized. Unless effected in accordance with and as permitted by this Agreement, no attempted Transfer or substitution shall be recognized by the Company. Any purported Transfer or substitution not effected in accordance with and as permitted by this Agreement shall, to the fullest extent permitted by law, be void and the Company shall recognize no rights of the purported Transferee, including the right to receive distributions (directly or indirectly) from the Company or to acquire an interest in the capital or profits of the Company.

SECTION 10.3 Resignations. No Member may resign from the Company prior to the dissolution of the Company pursuant to Article XI, provided, however, that a Member who Transfers 100% of its interest in the Company in accordance with Section 10.1 may resign if its Transferee expressly assumes all of such Member’s obligations hereunder pursuant to an instrument satisfactory to the Manager.

ARTICLE XI

TERMINATION OF THE COMPANY

SECTION 11.1 Events of Dissolution.

(a) There shall be a dissolution of the Company, and its affairs shall be wound up, upon the first to occur of any of the following events:

(i) a unanimous written decision by the Members to dissolve the Company;

(ii) the entry of a decree of judicial dissolution of the Company pursuant to section 18-802 of the Act; or

(iii) the sale or distribution of 100% of the MF Global Securities owned by the Company.

(b) Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the assets of the Company shall have been distributed and a certificate of cancellation of the Certificate has been filed with the Secretary of State as provided herein.

SECTION 11.2 Winding Up.

(a) Distribution of MF Global Securities. Upon the dissolution of the Company, the Manager will cause the Company, as promptly as practicable, to distribute to the Members all Series A Shares and Other MF Global Securities in proportion to their Percentage Interests, provided that if the Company shall have incurred any indebtedness, either (i) each Member shall have assumed (and the Company shall have been released from any obligation with respect to) a portion of such indebtedness proportionate to its respective Percentage Interest, or (ii) the Company shall liquidate such number of Series A Shares and Other MF Global Securities as is necessary to satisfy such indebtedness prior to such distribution, and provided, further, that the Manager shall have the right to retain, and not distribute, such number of Series A Shares or Other MF Global Securities as the Manager reasonably determines shall be necessary to satisfy any other obligations of the Manager and the expenses of winding up (any such shares, “Retained Shares”).

(b) Liquidation of Remaining Assets; Application and Distribution of Proceeds. The Manager (or any duly designated representative) shall use all commercially reasonable efforts to liquidate all of the Company assets, including the Retained Shares, and wind up the affairs of the Company in an orderly manner and in accordance with the provisions of section 18-803 of the Act and the assets of the Company, including the proceeds of such liquidation, shall be distributed in the following order of priority: (i) first, to (A) creditors in satisfaction of the debts and liabilities of the Partnership, whether by payment thereof or the making of reasonable provision for payment thereof (other than any loans or advances that may have been made by any of the Partners to the Partnership), (B) the expenses of liquidation, whether by payment thereof or the making of reasonable provision for payment thereof, and (C) the establishment of any reasonable reserves (which may be funded by a liquidating trust) to be established by the Manager in amounts determined by it to be necessary for the payment of the Company’s expenses, liabilities and other obligations (whether fixed or contingent); and (ii) second, to the Members in proportion to their respective Percentage Interests.

SECTION 11.3 Time for Liquidation; Termination. A reasonable time period shall be allowed for the orderly winding up and liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Manager to seek to minimize potential losses upon such liquidation. Upon completion of the actions specified in Section 11.2, the Manager (or any duly designated representative) or such other Person as required by the Act, shall execute, acknowledge and cause to be filed a certificate of cancellation of the Certificate with the Secretary of State of the State of Delaware. Such certificate of cancellation shall not be filed by the Manager (or such representative) prior to the second anniversary of the last day of the Term unless otherwise required by law.

SECTION 11.4 Bankruptcy of a Member. The bankruptcy (as defined in sections 18-101(1) and 18-304 of the Act) of a Member shall not cause such Member to cease to be a member of the Company, and upon the occurrence of such an event the business of the Company shall continue without dissolution.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1 Notices. Any and all notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered (a) in person, by registered or certified mail or by private courier or (b) by facsimile or other electronic means, with confirmation as appropriate. Confirmation shall be valid (i) if notice is sent by facsimile, as indicated by the outgoing telecopy machine, (ii) if notice is sent by e-mail, electronic receipt or e-mail acknowledgment and (iii) in all cases, confirmation by telephone to an officer or other representative of the recipient. Unless otherwise specifically provided in this Agreement, a notice given in accordance with the foregoing clause (a) to the proper address or in person shall be deemed to have been effectively given (A) five Business Days after such notice is mailed by registered or certified mail, return receipt requested, (B) one Business Day after such notice is sent by Federal Express or other one-day service provider, provided that an e-mail indicating that the delivery has been deposited with such one-day service provider is sent to the recipient on the day the notice is sent, (C) upon receipt (according to the tracking records of the service provider) if the notice is sent by Federal Express or other one-day service provider and e-mail notification is not timely given, and (D) at the time delivered when delivered in person or by private courier. Any notice to the Manager or to a Member by facsimile or other electronic means shall be deemed to have been effectively given when sent and confirmed in accordance with the foregoing clause (b).

(a) All such notices and other communications to any Member shall be addressed as indicated on Schedule A attached hereto. All notices to the Manager shall be delivered to the Manager at CT Corporation, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, with a copy to JCF Associates II-A L.P., c/o J.C. Flowers & Co. LLC, 717 5^th Avenue, 26 ^th Floor, New York, New York 10022, Attention: Sally Rocker and David Schamis, Facsimiles: 646-349-4890 and 646-349-4889. Any Member may designate a new address for notices by giving written notice to that effect to the Manager. The Manager may designate a new address for notices by giving written notice to that effect to each of the Members.

SECTION 12.2 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

SECTION 12.3 Table of Contents and Headings. The table of contents and the headings of the articles, sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or affect the interpretation hereof.

SECTION 12.4 Successors and Assigns. Except as otherwise specifically provided herein, this Agreement shall be binding upon and inure to the benefit of the Manager, the Member and their respective legal representatives, successors, heirs, and permitted assigns.

SECTION 12.5 Severability. Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

SECTION 12.6 Further Actions. The Manager shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the Company in connection with the achievement of the purposes of the Company or to give effect to the provisions of this Agreement, in each case as are not inconsistent with the terms and provisions of this Agreement, including any documents that the Manager determines to be necessary or appropriate to form, qualify or continue the Company as a limited liability company in all jurisdictions in which the Company conducts or plans to conduct its investment and other activities and all such agreements, certificates, tax statements and other documents as may be required to be filed by or on behalf of the Company.

SECTION 12.7 Determinations of the Manager. Unless otherwise specified in this Agreement, any determination, decision, consent, vote or judgment of, or exercise of

discretion by, or action taken or omitted to be taken by the Manager under this Agreement shall be made, given, exercised, taken or omitted as the Manager shall determine in its sole and absolute discretion acting in good faith. In connection with the foregoing, the Manager shall be entitled to consider only such interests and factors as the Manager deems appropriate, including the Manager’s own interests.

SECTION 12.8 Non-Waiver. No provision of this Agreement shall be deemed to have been waived unless such waiver is given in writing, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor such waiver was given.

SECTION 12.9 Applicable Law. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIMS OR DISPUTES ARISING HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

SECTION 12.10 Survival of Certain Provisions. The obligations of the Member pursuant to Article VII shall survive the termination or expiration of this Agreement and the dissolution, winding up and termination of the Company.

SECTION 12.11 Waiver of Partition. Except as may be otherwise provided by law in connection with the dissolution, winding up and liquidation of the Company, each Member hereby irrevocably waives any and all rights that the Member may have to maintain an action for partition of any of the Company’s property.

SECTION 12.12 No Third Party Beneficiaries. The provisions of this Agreement are intended solely to benefit the Company and the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third party beneficiary of this Agreement), and the Members shall not have any duty or obligation to any creditor of the Company to make any contributions to the Company.

SECTION 12.13 Amendments. Neither this Agreement nor any term or provision hereof may be waived, modified, amended or supplemented, but only by a written instrument signed by the Manager and each of the Members, provided that the Manager may, without the consent of the Members (but following consultation with the Members), amend this Agreement (A) to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the Securities and Exchange Commission, the Internal Revenue Service or any other U.S. federal, state or non-U.S. governmental agency, or in any U.S. federal, state or non-U.S.

statute, compliance with which the Manager deems to be in the best interest of the Company, (B) as may be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures, (C) to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof, so long as such amendment under this clause (C) does not adversely affect the interests of the Members and (D) to revise Schedule A hereto to reflect changes to Schedule A made in accordance with this Agreement.

SECTION 12.14 Entire Agreement. Except to the extent provided for herein, this Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes any prior agreement or understanding among them with respect to such subject matter.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the date first above written.


MANAGER:

JCF ASSOCIATES II-A L.P.

By:		JCF Associates II-A LLC, its general partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

[Signature Page to Amended and Restated LLC Agreement — Manager]


MEMBERS:
J.C. FLOWERS II L.P.

By:		JCF Associates II L.P., its general partner
By:		JCF Associates II Ltd., its general partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

J.C. FLOWERS II-A L.P.

By:		JCF Associates II-A L.P., its general partner
By:		JCF Associates II-A LLC., its general partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

J.C. FLOWERS II-B L.P.

By:		JCF Associates II L.P., its general partner
By:		JCF Associates II Ltd., its general partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

FINANCIAL SERVICE OPPORTUNITIES L.P.

By:		FSO GP L.P., its general partner
By:		FSO GP Ltd., its general partner

By:		/s/ J. Christopher Flowers
Name:		J. Christopher Flowers
Title:		Managing Director

[Signature Page to Amended and Restated LLC Agreement — Manager]

Schedule A


Member	Contributed Series A Shares	Percentage Interest	Address
J.C. Flowers II L.P.	1,067,291 Series A Shares	71.15273333333330%	J.C. Flowers II L.P. c/o J.C. Flowers & Co. LLC 717 5^th Avenue, 26^th Floor New York, New York 10022,
			Attention:	Sally Rocker
				David Schamis

			Facsimiles:	646-349-4890
				646-349-4889

J.C. Flowers II-A L.P.	67,322 Series A Shares	4.48813333333333%	J.C. Flowers II-A L.P. c/o J.C. Flowers & Co. LLC 717 5^th Avenue, 26^th Floor New York, New York 10022,
			Attention:	Sally Rocker
				David Schamis

			Facsimiles:	646-349-4890
				646-349-4889

J.C. Flowers II-B L.P.	65,387 Series A Shares	4.35913333333333%	J.C. Flowers II-B L.P. c/o J.C. Flowers & Co. LLC 717 5^th Avenue, 26^th Floor New York, New York 10022,
			Attention:	Sally Rocker
				David Schamis

			Facsimiles:	646-349-4890
				646-349-4889

A-1


Member	Contributed Series A Shares	Percentage Interest	Address
Financial Service Opportunities L.P.	300,000 Series A Shares	20.000000000000000%	Financial Service Opportunities L.P. c/o J.C. Flowers & Co. LLC 717 5^th Avenue, 26^th Floor New York, New York 10022,
			Attention:	Sally Rocker
				David Schamis

			Facsimiles:	646-349-4890
				646-349-4889

A-2

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