Exhibit 10.4  


DISABILITY AGREEMENT  


        AGREEMENT (the "Agreement") between GFI Group Inc., a Delaware corporation (the "Company") and Michael A. Gooch (the "Executive"), dated as of this 30th
day of December 2004 (the "Effective Date"). 


        WHEREAS,
the Executive is the Chairman of the Board of Directors, Chief Executive Officer and founder of the Company and its subsidiaries and has unique skills and abilities that are of
extraordinary benefit to the Company; 


        WHEREAS,
the Company desires to provide Executive certain assurances regarding his employment with the Company; and 


        WHEREAS,
references to the Company throughout this Agreement shall include the Company and all of its subsidiaries. 



        NOW,
THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties agree
as follows: 



        1.     In
the event that Executive's employment with the Company is terminated due to, or following the onset of, Executive's Permanent Disability (as defined below), the
Executive (or his personal representative as the case may be) shall be entitled to all of the following: (a) salary and bonus continuation benefit for a period of three (3) years
following the date of termination of Executive's employment (the "Termination Date"), at a rate equal to the rate of Executive's base salary and bonus (inclusive of all restricted stock, stock option
or other equity grants awarded in such year) for the last full fiscal year immediately preceding the Termination Date, payable at the times and in the manner of the Company's regular payroll
practices, (b) for the three (3) year period beginning on the Termination Date, the Company shall make available to Executive coverage under the Company's medical, dental and life
insurance plans on the same terms as such plans are made available to the Company's most senior salaried officers generally, and (c) reimbursement of any expenses incurred by Executive in the
ordinary course of employment prior to the Termination Date consistent with Employer's then existing expense reimbursement policy. 


        2.     For
purposes of this Agreement, "Permanent Disability" shall mean any physical or mental illness, disability or impairment that prevents Executive from continuing the
performance of his normal duties and responsibilities with the Company for a period in excess of six consecutive months. For purposes of determining whether a "Permanent Disability" has occurred under
this Agreement, the written determination thereof by two qualified practicing physicians paid for by the Company and selected by the spouse (or children/children's guardian in the event of death or
disability of the spouse) of the Executive, shall be conclusive. 


        3.     If
Executive so elects, Executive shall be entitled, in addition to all other remedies available, including but not limited to actual and compensatory damages, to obtain
damages and reimbursement of his actual attorneys' fees and disbursements for any breach of this Agreement. Such remedies shall not be deemed to be exclusive of any other remedies available to
Executive, by judicial or arbitral proceedings or otherwise. 








 

        4.     All
notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows: 


If
to the Executive: 



	 	 	If to the Executive:
	 	 	 	 	 
	 	 	 	 	Michael A. Gooch

Chief Executive Officer

GFI Group, Inc.

100 Wall Street

New York, NY 10005
	 	 	 	 	 
	 	 	 	 	With a copy to:

Michael A. Gooch

76 West River Road

Rumson, NJ 07760
	 	 	 	 	 
	 	 	If to the Company:
	 	 	 	 	 
	 	 	 	 	GFI Group Inc.

100 Wall Street

New York, NY 10005

Attention: General Counsel







or
to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. 


        5.     This
Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflict of laws. Any disputes
with respect to the interpretation of this Agreement or the rights and obligations of the parties hereto shall be exclusively brought in any federal or state court of competent jurisdiction located in
the City of New York, State of New York. Each of the parties waives any right to object to the jurisdiction or venue of such courts or to claim that such courts are an inconvenient forum. 


        6.     This
Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal
representatives. This Agreement contains the sole and entire agreement and understanding of the parties with respect to the subject matters contained herein. This Agreement is personal to the
Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal
representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement. 



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        IN
WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be
executed in its name on its behalf, all as of the day and year first above written. 



	

 	
 	

GFI Group Inc.
	 	 	 	 
	

 	
 	

By:	

/s/  JAMES A. PEERS      
 Name:  James A. Peers

Title:    Chief Financial Officer
	 	 	 	 
	

 	
 	

/s/  MICHAEL A. GOOCH      
 Michael A. Gooch






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