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Opening Transaction

Ladies and Gentlemen:

The purpose of this communication (this "Confirmation") is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the "Transaction") between Citibank, N. A. ("Dealer") and MF Global Holdings Ltd. ("Counterparty"). This communication constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.

1. This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the "2006 Definitions") and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together with the 2006 Definitions, the "Definitions"), in each case as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. Certain defined terms used herein have the meanings assigned to them in the Indenture to be dated as of February 11, 2011, between Counterparty and Deustche Bank Trust Company Americas, as trustee (the "Base Indenture"), as amended and supplemented by a Supplemental Indenture to be dated as of February 11, 2011 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), relating to the USD 250,000,000 principal amount of 1.875% Convertible Senior Notes due 2016 and the additional USD 37,500,000 principal amount of 1.875% Convertible Senior Notes due 2016 issued pursuant to the over-allotment option exercised on the date hereof (the "Convertible Securities"). In the event of any inconsistency between the terms defined in the Indenture and this Confirmation, this Confirmation shall govern. For the avoidance of doubt, references herein to sections of the Supplemental Indenture and to the definitions in the Indenture are based on the drafts of the Base Indenture and Supplemental most recently reviewed by the parties at the time of execution of this Confirmation. If any relevant sections of the Supplemental Indenture or to the definitions in the Indenture are changed, added or renumbered between the execution of this Confirmation and the execution of the Base Indenture and the Supplemental Indenture, the parties will amend this Confirmation to preserve the economic intent of the parties, as evidenced by such drafts of the Base Indenture and Supplemental Indenture. The parties further acknowledge that references to the Indenture herein are references to the Indenture as in effect on the date of its execution and if the Indenture is amended, modified or supplemented following its execution, any such amendment, modification or supplement will be disregarded for purposes of this Confirmation (other than Section 8 (b) (ii) below) unless the parties agree otherwise in writing. The Transaction is subject to early unwind if the closing of the Convertible Securities is not consummated for any reason, as set forth below in Section 8 (k).

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties' entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below. This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates.

This Confirmation shall be subject to an agreement (the "Agreement") in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if Dealer and Counterparty had executed an agreement in such form on the date hereof (but without any Schedule except for (i) the election of Loss and Second Method and US Dollars ("USD") as the Termination Currency, and (ii) the replacement of the word "third" in the last line of Section 5 (a) (i) of the Agreement with the word "first". In addition, Section 5 (a) (i) of the Agreement shall be amended by adding at the end of such section the following: "Notwithstanding the foregoing, a default under this Section 5 (a) (i) shall not constitute an Event of Default if (x) the default was caused solely by error or omission of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due and (z) the payment is made within two Local Business Days of such party's receipt of written notice of its failure to pay;".

All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.

The Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement. The Transaction is entered into as part of an integrated transaction with the Convertible Securities, pursuant to Treasury Regulations Section 1.1275-6.2.

2. The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:

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