Replacement Capital Covenant, dated July 18, 2008 (this "Replacement Capital Covenant"), by MF Global Ltd., a Bermuda exempted company (together with its successors and assigns, the "Company"), in favor of and for the benefit of each Covered Debt holder (as defined below).

Recitals

A. On the date hereof, the Company, is issuing 1,500,000 shares of its Cumulative Convertible Preference Shares, Series A,$1.00 par value (the "Securities"), with an initial liquidation preference of$100 per share and$150,000,000 in the aggregate.

B. This Covenant is the "Replacement Capital Covenant" referred to in the Form 8-K under the Exchange Act filed by the Company on July 18, 2008.

C. The Company is entering into and disclosing the content of this Replacement Capital Covenant in the manner provided below with the intent that the covenants provided for in this Replacement Capital Covenant be enforceable by each Covered Debt holder and that the Company be es topped from disregarding the covenants in this Replacement Capital Covenant, in each case to the fullest extent permitted by applicable law.

D. The Company acknowledges that reliance by each Covered Debt holder upon the covenants in this Replacement Capital Covenant is reasonable and foreseeable by the Company and that, were the Company to disregard its covenants in this Replacement Capital Covenant, each Covered Debt holder would have sustained an injury as a result of its reliance on such covenants.

NOW, THEREFORE, the Company hereby covenants and agrees as follows in favor of and for the benefit of each Covered Debt holder.

SECTION 1. Definitions. Capitalized terms used in this Replacement Capital Covenant (including the Recitals) have the meanings set forth in Schedule I hereto.

SECTION 2. Limitations on Redemption and Purchase of Securities. The Company hereby promises and covenants to and for the benefit of each Covered Debt holder that neither the Company nor any Subsidiary shall prior to the Termination Date redeem or purchase any of the Securities, except to the extent that the applicable redemption or purchase price does not exceed the sum of the following amounts:

(i) the Applicable Percentage of the aggregate amount of net cash proceeds received by the Company and its Subsidiaries from the sale of Common Shares and rights to acquire Common Shares, Debt Exchangeable for Common Equity, Mandatorily Convertible Preferred Shares and Qualifying Capital Securities; plus

(ii) the Applicable Percentage of the Market Value of any Common Shares that the Company or any of its Subsidiaries have issued in connection with the conversion or exchange of any convertible or exchangeable securities, other than such securities for which the Company or any of its Subsidiaries has received equity credit from any NRSRO; in each case to Persons other than the Company and its Subsidiaries within the applicable Measurement Period (without double counting proceeds received, or the Market Value of any Common Shares issued, in any prior Measurement Period); provided that the provisions of this Section 2 shall not apply to the purchase of the Securities or any portion thereof by Subsidiaries in connection with the distribution thereof or market-making or other secondary-market activities.

SECTION 3. Covered Debt.

(a) The Company represents and warrants as of the date hereof that the Initial Covered Debt is Eligible Debt.

(b) On or during the 30-day period immediately preceding any Redesignation Date (or, if the Company does not have 30-days' advance notice that a Redesignation Date will occur, as soon as reasonably practical after the Company has notice that a Redesignation Date has occurred) with respect to the Covered Debt then in effect, the Company shall identify the series of Eligible Debt that will become the Covered Debt on and after such Redesignation Date in accordance with the following procedures:

(i) the Company shall identify each series of then outstanding long-term indebtedness for money borrowed that is Eligible Debt;

(ii) if only one series of then outstanding long-term indebtedness for money borrowed is Eligible Debt, such series shall become the Covered Debt commencing on the related Redesignation Date;

(iii) if there is more than one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, then the Company shall identify the series that has the latest occurring final maturity date as of the date the Company is applying the procedures in this Section 3 (b) and such series shall become the Covered Debt on the related Redesignation Date;

(iv) the series of outstanding long-term indebtedness for money borrowed that is determined to be Covered Debt pursuant to clause (ii) or (iii), above shall be the Covered Debt for purposes of this Replacement Capital Covenant for the period commencing on the related Redesignation Date and continuing to but not including the Redesignation Date as of which a new series of outstanding long-term indebtedness for money borrowed is next determined to be the Covered Debt pursuant to the procedures set forth in this Section 3 (b); and

(v) in connection with such identification of a new series of Covered Debt, the Company shall give a notice and file with the Commission a current report on Form 8-K including or incorporating by reference this Replacement Capital Covenant as an exhibit as required by clause (iii) of Section 3 (c), or if the Company ceases to be a reporting company under the Securities Exchange Act, make the postings required by clause (v) of Section 3 (c).

(c) Notice. In order to give effect to the intent of the Company described in Recital C, the Company covenants that:

(i) upon or as soon as practical after the execution of this Replacement Capital Covenant, it shall (x) give notice to the Holders of the Initial Covered Debt, in the manner provided in the indenture, fiscal agency agreement or other instrument under which the Initial Covered Debt was issued, of this Replacement Capital Covenant and the rights granted to such Holders hereunder; and (y) file a copy of this Replacement Capital Covenant with the Commission as an exhibit to a Form 8-K (or any successor form) under the Securities Exchange Act;

(ii) so long as the Company is a reporting company under the Securities Exchange Act, the Company shall include in each Annual Report on Form 10-K (or any successor form) filed with the Commission under the Securities Exchange Act a description of the covenant set forth in Section 2 and identify the series of long-term indebtedness for borrowed money that is Covered Debt as of the date such Annual Report on Form 10-K (or any successor form) is filed with the Commission;

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