Base Issuer Warrant Transaction Confirmation, The Royal Bank of Scotland



 Exhibit 10.5 
 THE ROYAL BANK OF SCOTLAND PLC 
 Opening Transaction 

 

			
	To:	  	 MF Global Holdings Ltd.
 717 Fifth Avenue
 New York, New York 10022

	  
 From:
	  	 The Royal Bank of Scotland plc
 c/o RBS Securities Inc.
 600 Washington Blvd.

Stamford, CT 06901

		
	Re:	  	 Base Issuer Warrant Transaction

		
	Date:	  	 July 28, 2011


  
  

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 The Royal Bank of Scotland plc (“Dealer”), acting through RBS Securities Inc., as its agent, and MF Global Holdings Ltd. (“Issuer”). This communication constitutes a
“Confirmation” as referred to in the ISDA Master Agreement specified below. 
 THE ROYAL BANK OF
SCOTLAND PLC HAS ENTERED AS PRINCIPAL TO THE TRANSACTION AND IS THE ISSUER’S COUNTERPARTY HERETO. THE ROYAL BANK OF SCOTLAND PLC IS NOT REGISTERED AS A BROKER-DEALER UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THE PARTIES
ACKNOWLEDGE THAT RBS SECURITIES INC. HAS ACTED AS AGENT FOR THE PARTIES IN CONNECTION WITH THE TRANSACTION. TO THE EXTENT RBS SECURITIES INC. HAS ACTED AS AGENT IN CONNECTION WITH THE TRANSACTION, ITS OBLIGATIONS ARE STRICTLY LIMITED TO THE DELIVERY
OF ANY CASH AND SECURITIES THAT IT ACTUALLY RECEIVES FROM THE ROYAL BANK OF SCOTLAND PLC OR THE ISSUER, AS THE CASE MAY BE, OR DELIVERS TO THE ROYAL BANK OF SCOTLAND PLC OR THE ISSUER. RBS SECURITIES INC. HAS NO OBLIGATIONS HEREUNDER, BY GUARANTY,
ENDORSEMENT OR OTHERWISE, WITH RESPECT TO PERFORMANCE OF THE ROYAL BANK OF SCOTLAND PLC’S OR ISSUER’S OBLIGATIONS HEREUNDER. 
 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. For purposes of the Equity Definitions, each reference herein to a Warrant
shall be deemed to be a reference to a Call Option or an Option, as context requires. 
 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 Issuer 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 Issuer 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, (ii) the
replacement of the word “third” in the last line of Section 5(a)(i) of the Agreement with the word “first” and (iii) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement
shall apply to Issuer with the words “, or becoming capable at such time of being declared,” deleted from clause (1) of Section 5(a)(vi), with a “Threshold Amount” of USD50 million). 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 Issuer or any confirmation or other agreement between Dealer and Issuer pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Issuer, then notwithstanding anything to the contrary in such ISDA Master
Agreement, such confirmation or agreement or any other agreement to which Dealer and Issuer are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

 2.    The Transaction is a Warrant Transaction, which shall be considered a Share Option
Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows: 
 General Terms: 
  

			
	 Trade Date:
	 	 July 28, 2011

		
	 Effective Date:
	 	 August 2, 2011 or such other date as agreed between the parties, subject to Section 8(k) below.

		
	 Components:
	 	 The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants
and Expiration Date set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the
Agreement.

		
	 Warrant Style:
	 	 European

		
	 Warrant Type:
	 	 Call

		
	 Seller:
	 	 Issuer

		
	 Buyer:
	 	 Dealer

		
	 Shares:
	 	 The common stock of Issuer, par value USD1.00 (Ticker Symbol: “MF”).



  
 2 









			
		
	 Number of Warrants:
	 	 For each Component, as provided in Annex A to this Confirmation.

		
	 Warrant Entitlement:
	 	 One Share per Warrant

		
	 Strike Price:
	 	 USD 13.0725

		
	 Premium:
	 	 USD 12,109,500

		
	 Premium Payment Date:
	 	 The Effective Date

		
	 Exchange:
	 	 The New York Stock Exchange

		
	 Related Exchange:
	 	 All Exchanges

		
	Procedures for Exercise:	 	
		
	 In respect of any Component:
	 	
		
	 Expiration Time:
	 	 Valuation Time

		
	 Expiration Date:
	 	 As provided in Annex A to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already
an Expiration Date for another Component); provided that, if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to
be an Expiration Date in respect of any other Component of the Transaction; and provided, further that if the Expiration Date has not occurred pursuant to the preceding proviso as of the Final Disruption Date, the Calculation Agent
shall have the right to elect, in its reasonable discretion, that the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is an Expiration Date in respect of any other Component for the Transaction). Notwithstanding
the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the
Calculation Agent shall make adjustments to the Number of Warrants for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding
sentence as the Expiration Date for the remaining Warrants for such Component and may determine the VWAP Price for the Expiration Date that is a Disrupted Day only in part based on transactions in the Shares effected on such Disrupted Day taking
into account the nature and duration of the relevant Market Disruption Event on such day. Any Scheduled Trading Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a
Scheduled Trading Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Trading Day is scheduled following the



  
 3 









			
		 	 date hereof then such Scheduled Trading Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation
Date occurring on an Expiration Date. “Final Disruption Date” means May 7, 2019.

		
	 Market Disruption Event:
	 	 Section 6.3(a) of the Equity Definitions is hereby amended by (A) deleting the words “during the one hour period
that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof and (B) by replacing the words “or (iii) an Early Closure.” therein with
“(iii) an Early Closure, or (iv) a Regulatory Disruption.”.
  
 Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

		
	 Regulatory Disruption:
	 	 Any event that Dealer, in its reasonable discretion and based on the advice of counsel, determines makes it necessary or advisable with regard to any legal,
regulatory or self-regulatory requirements or related policies and procedures generally applicable to the relevant line of business, for Dealer to refrain from or decrease any market activity in connection with the Transaction. Dealer will notify
Issuer promptly of any determination that a Regulatory Disruption has occurred.

		
	 Automatic Exercise:
	 	 Applicable; and means that the Number of Warrants for the corresponding Expiration Date will be deemed to be automatically exercised at the Expiration Time on
such Expiration Date unless Dealer notifies Seller (by telephone or in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply to such
Expiration Date.

		
	 Issuer’s Telephone Number
and Telex and/or Facsimile Number
and Contact Details for purpose of
Giving
Notice:
	 	 As provided in Section 6(a) below.

		
	Settlement Terms:	 	
		
	 In respect of any Component:
	 	
	 Settlement Currency:
	 	 USD

		
	 Settlement Method Election:
	 	 Applicable; provided that:

		
		 	 (i) Issuer may elect Cash Settlement only if, on or prior to the Settlement Method Election Date, Issuer delivers written notice to Dealer stating that Issuer
has elected that Cash Settlement apply, specifying the Components of the Transaction to which such election applies, and Dealer delivers written consent to such election by Issuer, by the 2nd Scheduled



  
 4 









			
		
		 	 Trading Day immediately following the day on which such notice is delivered by Issuer; provided that, such consent will not be
unreasonably withheld or delayed;
  
 (ii) on such notice delivery date,
Issuer shall represent and warrant to Dealer in writing that, as of such notice delivery date:
  
 (A) Issuer is not aware of any material nonpublic information regarding Issuer or the Shares;
  

(B) Issuer is electing Cash Settlement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws;

 
 (C) (I) the assets of Issuer at their fair valuation exceed the liabilities of
Issuer, including contingent liabilities, (II) the capital of Issuer is adequate to conduct the business of Issuer and (III) Issuer has the ability to pay its debts and obligations as such debts mature and does not intend to, and does not believe
that it will, incur debt beyond its ability to pay as such debts mature;
  

(D) it would be able to purchase the Number of Shares in compliance with the laws of Issuer’s jurisdiction of organization;

 
 (E) Issuer has the power to make such election and to execute and deliver any
documentation relating to such election that it is required by this Confirmation to deliver and to perform its obligations under this Confirmation and has taken all necessary action to authorize such election, execution, delivery and
performance;
  
 (F) such election and performance of its obligations under
this Confirmation do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets; and
  
 (G) any
transaction that Dealer makes with respect to the Shares during the period beginning at the time that Issuer delivers notice of its Cash Settlement election and ending at the close of business on the final day of the Settlement Period shall be made
by Dealer at Dealer’s sole discretion for Dealer’s own account and Issuer shall not have, and shall not attempt to exercise, any influence over how, when, whether or at what price Dealer effects such transactions, including, without
limitation, the prices paid or received by Dealer per Share pursuant to such transactions, or whether such transactions are made on any securities exchange or privately;



  
 5 









			
		
		 	(iii) such Settlement Method Election shall apply to the Component(s) specified in such notice (or, if none are specified, to all Components); and
		
		 	(iv) no event of default has occurred and is continuing under any indebtedness of the Issuer or its subsidiaries in an aggregate principal amount of $50.0 million or
more.
		
		 	At any time prior to making a Settlement Method Election, Issuer may, without the consent of Dealer, amend this Confirmation by notice to Dealer to eliminate Issuer’s right to
elect Cash Settlement.
		
		 	Notwithstanding the foregoing, in refusing to grant its consent with respect to Issuer’s Cash Settlement election, in addition to other reasons, Dealer may refuse such grant if
Dealer notifies Issuer that, in the reasonable judgment of Dealer, the election of Cash Settlement or any purchases of Shares that Dealer (or its affiliates) might make in connection therewith, based upon the advice of counsel and as a result of
events occurring after the Trade Date, would raise material risks under applicable securities laws.
		
	 Electing Party:
	 	Issuer
		
	 Settlement Method Election Date:
	 	 The 10th Scheduled Trading Day immediately preceding the scheduled Expiration Date for the Component with the earliest scheduled Expiration Date.

		
	 Default Settlement Method:
	 	 Net Share Settlement

		
	 Net Share Settlement:
	 	 If Net Share Settlement is applicable to any Component of the Transaction, on the Settlement Date for such Component, Issuer shall deliver to Dealer a number of
Shares equal to the Number of Shares to be Delivered for such Settlement Date to the account specified by Dealer and cash in lieu of any fractional Share valued at the VWAP Price on the Valuation Date corresponding to such Settlement Date. If, in
the reasonable opinion of Issuer or Dealer, based on advice of counsel, for any reason, the Shares deliverable upon Net Share Settlement would not be immediately freely transferable by Dealer under Rule 144 under the Securities Act of 1933, as
amended (the “Securities Act”), then Dealer may elect to either (x) accept delivery of such Shares notwithstanding any restriction on transfer or (y) have the provisions set forth in Section 8(b) below apply.

		
		 	 The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 12:00 noon (local time in New York City) on the relevant Settlement
Date.

		
	 Number of Shares to be Delivered:
	 	 In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, the



  
 6 









			
		 	 product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) (A) the excess of the VWAP
Price on the Valuation Date occurring in respect of such Exercise Date over the Strike Price (or, if there is no such excess, zero) divided by (B) such VWAP Price.

		
	 VWAP Price:
	 	 For any Valuation Date, as determined by the Calculation Agent based on the New York Volume Weighted Average Price per Share for the regular trading session
(including any extensions thereof) of the Exchange on such Valuation Date (without regard to pre-open or after hours trading outside of such regular trading session), as published by Bloomberg at 4:15 P.M., New York City time (or 15 minutes
following the end of any extension of the regular trading session), on such Valuation Date, on Bloomberg page “MF.N <Equity> AQR” (or any successor thereto) (or if such published volume weighted average price is unavailable or is
manifestly incorrect, the market value of one Share on such Valuation Date, as determined by the Calculation Agent using a volume weighted method).

		
	 Other Applicable Provisions:
	 	 If Net Share Settlement is applicable to any Component of the Transaction, the provisions of Sections 9.1(c), 9.4, 9.8, 9.9, 9.11 and 9.12 of the Equity
Definitions will be applicable to such Component as if “Physical Settlement” applied to such Component; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by
excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Issuer is the issuer of the Shares.

		
	 Option Cash Settlement Amount:
	 	 For any Exercise Date, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) (A)
the excess of the VWAP Price on the Valuation Date occurring on such Exercise Date over (B) the Strike Price (or, if there is no such excess, zero).

		
	 Adjustments:
	 	
		
	 In respect of any Component:
	 	
		
	 Method of Adjustment:
	 	 Calculation Agent Adjustment; provided that in respect of an Extraordinary Dividend, “Calculation Agent Adjustment” shall be as described in the
provision below. For the avoidance of doubt, Calculation Agent Adjustment (including, without limitation, in respect of Extraordinary Dividends) shall continue to apply until the obligations of the parties (including any obligations of Issuer
pursuant



  
 7 









			
		 	 to Section 8(e) below) under the Transaction have been satisfied in full.

		
	 Extraordinary Dividend:
	 	 Any cash dividend or distribution on the Shares with an ex-dividend date occurring on or after the Trade Date and on or prior to the Expiration Date (or, if any
Deficit Shares are owed pursuant to Section 8(e) below, such later date on which Issuer’s obligations under this Transaction have been satisfied in full).

		
	 Extraordinary Dividend Adjustment:
	 	 If at any time during the period from and including the Trade Date, to and including the Expiration Date for the Component with the latest Expiration Date (or,
if any Deficit Shares are owed pursuant to Section 8(e) below, such later date on which Issuer’s obligations under this Transaction have been satisfied in full), an ex-dividend date for an Extraordinary Dividend occurs or is deemed to occur,
then the Calculation Agent will make adjustments to any one or more of the Strike Price, the Number of Warrants, the Warrant Entitlement and/or any other variable relevant to the exercise, settlement, payment or other terms of the Transaction to
account for the economic effect on the Transaction of such Extraordinary Dividend.

	 Extraordinary Events:
	 	
		
	 New Shares:
	 	 In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety and replaced with
“publicly quoted, traded or listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors)”; provided, that, if the New Shares are shares of an entity or
person not organized under the laws of the United States, any State thereof or the District of Columbia, the Calculation Agent may make adjustments to the Transaction, or request that Issuer make Dealer whole, for any additional costs resulting from
the relevant Merger Event or Tender Offer with respect to incremental Tax costs reasonably incurred by Dealer or changes to the Hedge Positions maintained by Dealer.

		
	 Consequences of Merger Events:
	 	
		
	 (a)  Share-for-Share:
	 	 Modified Calculation Agent Adjustment

		
	 (b)  Share-for-Other:
	 	 Cancellation and Payment (Calculation Agent Determination)

		
	 (c)  Share-for-Combined:
	 	 Component Adjustment

		
	 Tender Offer:
	 	 Applicable

		
	 Consequences of Tender Offers:
	 	
		
	 (a)  Share-for-Share:
	 	 Modified Calculation Agent Adjustment

		
	 (b)  Share-for-Other:
	 	 Modified Calculation Agent Adjustment



  
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	 (c)  Share-for-Combined:
	 	 Modified Calculation Agent Adjustment

		
	 Modified Calculation
Agent Adjustment:
	 	 

 If, in respect of any Merger Event to which Modified Calculation Agent Adjustment applies, the adjustments to be made in
accordance with Section 12.2(e)(i) of the Equity Definitions would result in Issuer being different from the issuer of the Shares, then with respect to such Merger Event, as a condition precedent to the adjustments contemplated in Section 12.2(e)(i)
of the Equity Definitions, Issuer and the issuer of the Shares shall, prior to the Merger Date, have entered into such documentation containing representations, warranties and agreements relating to securities laws and other issues as requested by
Dealer that Dealer has determined, in its reasonable discretion, to be reasonably necessary or appropriate to allow Dealer to continue as a party to the Transaction, as adjusted under Section 12.2(e)(i) of the Equity Definitions, and to preserve its
hedging or hedge unwind activities in connection with the Transaction in a manner compliant with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer, and if such conditions are
not met or if the Calculation Agent determines that no adjustment that it could make under Section 12.2(e)(i) of the Equity Definitions will produce a commercially reasonable result, then the consequences set forth in Section 12.2(e)(ii) of the
Equity Definitions shall apply.

	 Nationalization, Insolvency
or Delisting:
	 	 

 Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section
12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global
Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be
the Exchange.

		
	 Additional Termination Event(s):
	 	 Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or terminated
(whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Issuer being the sole Affected Party)
shall be deemed to occur, and, in lieu



  
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		 	 of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction(s).

		
	 Additional Disruption Events:
	 	
		
	 (a)  Change in Law:
	 	 Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without
limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation
(including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal
certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date and (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (w) adding the words “(including, for the avoidance of
doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof, (x) adding the words “or any Hedge Positions”
after the word “Shares” in the clause (X) thereof, (y) adding the words “, or holding, acquiring or disposing of Shares or any Hedge Positions relating,” after the word “obligations” in clause (Y) thereof and (z)
inserting at the end thereof the words “after using commercially reasonable efforts to avoid such increased cost based on prevailing circumstances applicable to it”.

		
	 (b)  Failure to Deliver:
	 	 Applicable

		
	 (c)  Insolvency Filing:
	 	 Applicable

		
	 (d)  Hedging Disruption:
	 	 Applicable

		
	 (e)  Increased Cost of Hedging:
	 	 Applicable; provided that Section 12.9(a)(vi) of the Equity Definitions is hereby amended by inserting the phrase “, after using commercially
reasonable efforts,” between the words “would” and “incur” in the first line thereof.

		
	 (f)  Loss of Stock Borrow:
	 	 Applicable

		
	       Maximum Stock Loan Rate:
	 	 1.00% per annum

		
	 (g)  Increased Cost of Stock Borrow:
	 	 Applicable; provided that Section 12.9(a)(viii) of the Equity Definitions is hereby amended by inserting the phrase “, after using commercially
reasonable efforts,” between the words “would” and “incur” in the first line thereof.

		
	       Initial Stock Loan Rate:
	 	 0.25% per annum



  
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	   Hedging Party:
	 	 Dealer for all applicable Additional Disruption Events.

		
	 Determining Party:
	 	 Dealer for all applicable Additional Disruption Events.

		
	 Non-Reliance:
	 	 Applicable

		
	 Agreements and Acknowledgments
	 	
	 Regarding Hedging Activities:
	 	 Applicable

		
	 Additional Acknowledgments:
	 	 Applicable

		
	 3.    Calculation Agent:
	 	 Dealer. All calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. The Calculation Agent
shall deliver, within five Exchange Business Days of a written request by Issuer, a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including the methodology, interest rates, quotations,
market data (including volatility) and information from internal sources used in making such calculation, adjustment or determination, but without disclosing any proprietary models or other information that Dealer is not permitted to disclose to the
Issuer, notwithstanding Issuer’s agreement to keep such information confidential, under applicable law, rule, regulation or agreement with third party).

		
	 4.    Account Details:
	 	
		
	        Dealer Payment Instructions:
	 	
		
	 Wire Instructions:
	 	
	
	               Account for delivery of Shares to
Dealer: To be provided by Dealer

		
	        Issuer Payment Instructions:
	 	

  

			
	     Bank:
	 	
	     ABA#:
	 	
	     FBO:
	 	
	     Account #:        
	 	
	     Swift:
	 	

  

			
	 5.    Offices:
	 	
	
	 The Office of Dealer for the Transaction is:

	
	   c/o RBS Securities Inc.

	
	   600 Washington Blvd., Stamford, CT 06901

	
	 The Office of Issuer for the Transaction is:

	
	   Inapplicable; Issuer is not a Multibranch Party.



  
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	 6.    Notices: For purposes of this Confirmation:

		
	 (a)
	 	 Address for notices or communications to Issuer:

			
		 	   To:
	 	 MF Global Holdings Ltd.

		 	   Attn:
	 	 David Dunne

		 		 	 Treasurer

		 		 	 717 Fifth Avenue, 9th Floor

		 		 	 New York, New York 10022

		 	   Telephone:      
	 	 212-589-6327

		 	   Fax:
	 	 212-589-6215

		 	   Email:
	 	 ddunne@mfglobal.com

			
		 	   To:
	 	 MF Global Holdings Ltd.

		 	   Attn:
	 	 Joe Patt

		 		 	 Principal Strategies

		 		 	 717 Fifth Avenue, 9th Floor

		 		 	 New York, New York 10022

		 	   Telephone:
	 	 212-589-6267

		 	   Fax:
	 	 212-935-4606

		 	   Email:
	 	 jpatt@mfglobal.com

			
		 	   To:
	 	 MF Global Holdings Ltd.

		 	   Attn:
	 	 Joe Lesar

		 		 	 Global Head of Bank Relations

		 		 	 717 Fifth Avenue, 9th Floor

		 		 	 New York, New York 10022

		 	   Telephone:
	 	 212-589-6514

		 	   Fax:
	 	 212-589-6215

		 	   Email:
	 	 jlesar@mfglobal.com

		
	 (b)
	 	 Address for notices or communications to Dealer:

			
		 	 To:
	 	 The Royal Bank of Scotland plc

		 		 	 c/o RBS Securities Inc.

		 		 	 600 Washington Blvd.

		 		 	 Stamford, CT 06901

		 	 Attn:
	 	 Legal Department (Tam Beattie)

		 	 Telephone:
	 	 (203) 897-6086

		 	 Facsimile:
	 	 (203) 873-4571

		 	 Email:
	 	 Tamerlaine.Beattie@rbs.com

		
		 	 With a copy to:

			
		 		 	 The Royal Bank of Scotland plc

		 		 	 c/o RBS Global Banking & Markets

		 		 	 280 Bishopsgate

		 		 	 London EC2M 4RB

		 		 	 Attn: Swap Administration

		 		 	 Facsimile: +44 (0) 20 7085 5050


 7.    Representations, Warranties and Agreements: 

(a)        In addition to the representations and warranties in the Agreement and those contained
elsewhere herein, Issuer represents and warrants to and for the benefit of, and agrees with, Dealer as follows: 

  
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     (i)         On the Trade Date
and as of the date of any election by Issuer of the Share Termination Alternative under (and as defined in) Section 8(a) below, (A) Issuer is not aware of any material nonpublic information regarding Issuer or the Shares and (B) all
reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), when considered as a whole (with the more recent such reports
and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which they were made, not misleading. 
      (ii)        Without limiting the generality of Section 13.1 of the Equity Definitions, Issuer acknowledges that neither Dealer
nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share,
ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements).

      (iii)       Prior to the
Trade Date, Issuer shall deliver to Dealer a resolution of the Issuer’s board of directors authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request. 

     (iv)       Issuer is not entering into
the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or
exchangeable for Shares) or otherwise in violation of the Exchange Act. 

     (v)        Issuer is not, and after
giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 

     (vi)       On the Trade Date and the
Premium Payment Date (A) the assets of Issuer at their fair valuation exceed the liabilities of Issuer, including contingent liabilities, (B) the capital of Issuer is adequate to conduct the business of Issuer and (C) Issuer has the
ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature. 

     (vii)      Issuer shall not take any action to
decrease the number of Available Shares below the Capped Number (each as defined below). 

     (viii)     The representations and warranties of
Issuer set forth in Section 3 of the Agreement and Section 1 of the Underwriting Agreement dated as of July 28, 2011, between Issuer and Goldman, Sachs & Co. and Citigroup Global Markets Inc., as representatives of the
several Underwriters listed in Schedule A thereto (the “Underwriting Agreement”), are true and correct as of the Trade Date and the Effective Date and are hereby deemed to be repeated to Dealer as if set forth herein. 

     (ix)       During the period starting on
the first Expiration Date and ending on the last Expiration Date (the “Settlement Period”), (A) the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, shall not be subject to a
“restricted period,” as defined in Regulation M under the Exchange Act (“Regulation M”) and (B) Issuer shall not engage in any “distribution,” as such term is defined in Regulation M, other than a
distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the Settlement Period . 

     (x)        During the Settlement
Period and on any other Exercise Date, neither Issuer nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including,
without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent


  
 13 









 
interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except
through Dealer; provided that such restrictions will not apply to the following: (A) privately negotiated off-market purchases of Shares (or any security convertible into or exchangeable for Shares), (B) purchases of Shares pursuant
to exercises of stock options granted to former or current employees, officers, directors, independent contractors or other affiliates of Issuer, including the withholding and/or purchase of Shares from holders of such options to satisfy payment of
the option exercise price and/or to satisfy tax withholding requirements in connection with the exercise of such options; (C) purchases of Shares from holders of performance shares or units or restricted shares or units to satisfy tax
withholding requirements in connection with vesting; (D) the conversion or exchange by holders of any convertible or exchangeable securities of the Issuer issued prior to the Trade Date pursuant to the terms of such securities; or
(E) purchases of Shares effected by or for a plan by an agent independent of the Issuer that satisfy the requirements of Rule 10b-18(a)(13)(ii). 

     (xi)       Issuer agrees that it
(A) will not during the Settlement Period make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made
prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any
such announcement that such announcement has been made; and (C) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer with written notice specifying (i) Issuer’s
average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased
pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Issuer to Dealer that such information is true and
correct. In addition, Issuer shall promptly notify Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. “Merger Transaction” means any merger, acquisition or
similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act. 
      (xii)      Any Shares issued or delivered in connection with the Transaction shall be duly authorized and validly issued, fully paid and
non-assessable, and the issuance or delivery thereof shall not be subject to any preemptive or similar rights and shall, upon issuance, be accepted for listing or quotation on the Exchange. The Shares of Issuer initially issuable upon exercise of
the Warrants have been reserved for issuance by all required corporate action of the Issuer. 

     (xiii)     No state, local or foreign law, rule,
regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of
Dealer or its affiliates owning, holding (however defined) or having a right to acquire Shares. 

(b)        Each of Dealer and Issuer agrees and represents that it is an
“eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended, and is entering into the Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not
for the benefit of any third party. 
 (c)        Each of Dealer and
Issuer acknowledges that the offer and sale of the Transaction to Dealer is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof.
Accordingly, Dealer represents and warrants to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities
in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the
Transaction, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the
distribution or resale thereof, (iv) the assignment, transfer or other disposition of the Transaction has not 

  
 14 









 
been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws, and (v) its financial condition is such that
it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction. 
 (d)        Dealer represents to Issuer, and Issuer agrees and acknowledges, that Dealer is a “financial institution,” “swap participant” and
“financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge (A) that this
Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination
value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” within the meaning of Section 546 of the Bankruptcy Code, and
(ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment
amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B) that Dealer is entitled to the
protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code. 

(e)        As a condition to the effectiveness of the Transaction, Issuer shall
deliver to Dealer (i) an incumbency certificate, dated as of the Trade Date, of Issuer in customary form and (ii) an opinion of counsel, dated as of the Trade Date, and reasonably acceptable to Dealer in form and substance, with respect to
matters set forth in clauses (i) through (iv) of Section 3(a) of the Agreement and the second sentence of Section 7(a)(xii) of this Confirmation as well as the execution and delivery of this Confirmation, limited to the U.S.
federal and New York state law, subject to customary qualification and exceptions. 
 8.  Other
Provisions: 
 (a)        Alternative Calculations and Payment on
Early Termination and on Certain Extraordinary Events. If Issuer shall owe Dealer any amount pursuant to Section 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (a
“Payment Obligation”), Issuer shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Dealer, confirmed
in writing within one Scheduled Trading Day, no later than 9:30 A.M., New York City time, on the relevant Merger Date, Announcement Date (as a result of a Merger Event, Tender Offer, Nationalization, Insolvency or Delisting), Early Termination Date
or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Share Termination”); provided that if Issuer does not elect to satisfy its Payment Obligation by the Share Termination
Alternative, Dealer shall have the right, in its commercially reasonable discretion, to elect to require Issuer to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Issuer’s failure to elect or election to the
contrary; and provided further that Issuer shall not have the right to so elect (but, for the avoidance of doubt, Dealer shall have the right to so elect) in the event of (i) an Insolvency, a Nationalization, a Tender Offer or a Merger
Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash or (ii) an Event of Default in which Issuer is the Defaulting Party or a Termination Event in which Issuer is the Affected
Party, which Event of Default or Termination Event resulted from an event or events within Issuer’s control. Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the
Merger Date, the Tender Offer Date, Announcement Date, the Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable: 

 

			
	 Share Termination Alternative:
	  	 Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be
due pursuant to Section 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the



  
 15 










			
		  	 Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.

		
	 Share Termination Delivery
	  	
	 Property:
	  	 A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit
Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash in the Settlement Currency equal to the value of such fractional security based on the
values used to calculate the Share Termination Unit Price.

		
	 Share Termination Unit Price:
	  	 The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination
Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation.

		
	 Share Termination Delivery Unit:
	  	 In the case of a Termination Event, Event of Default, Delisting or Additional Disruption Event, one Share or, in the case of an Insolvency, Nationalization,
Merger Event or Tender Offer, one Share or a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional
amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed
to have elected to receive the maximum possible amount of cash.

		
	 Failure to Deliver:
	  	 Applicable

		
	 Other Applicable Provisions:
	  	 If Share Termination Alternative is applicable, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as
if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”; provided that the Representation and Agreement
contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws with respect to securities comprising
Share Termination Delivery Units solely as a result of the fact that Issuer is the issuer of any Share Termination Delivery Units (or any security forming a part thereof). If, in the reasonable opinion of Issuer or Dealer, based on advice of
counsel, for any reason, any securities comprising the Share Termination Delivery Units deliverable pursuant to this Section 8(a) would not be immediately freely transferable by Dealer under Rule 144 under the Securities Act, then Dealer may elect
to either (x) permit delivery of such securities notwithstanding any restriction on transfer or (y) have the provisions set forth in Section 8(b) below apply.


 (b)        Registration/Private Placement
Procedures.    (i)    With respect to the Transaction, the following provisions shall apply to the extent provided for above opposite the caption “Net Share Settlement” in Section 2 or in
paragraph (a) of this Section 8. If so applicable and the Shares or Share Termination Delivery Units, as the case may be, at such time may not be sold by Dealer without restriction or limitation under Rule 144 under the Securities Act or
otherwise, then, at the election of Issuer by notice to Dealer within two Exchange Business Days after the relevant delivery obligation arises, but in any event 

  
 16 









 
at least one Exchange Business Day prior to the date on which such delivery obligation is due, either (A) all Shares or Share Termination Delivery Units, as the case may be, delivered by
Issuer to Dealer shall be, at the time of such delivery, covered by an effective registration statement of Issuer for immediate resale by Dealer (such registration statement and the corresponding prospectus (the “Prospectus”)
(including, without limitation, any sections describing the plan of distribution) in form and content commercially reasonably satisfactory to Dealer) or (B) Issuer shall deliver additional Shares or Share Termination Delivery Units, as the case
may be, so that the value of such Shares or Share Termination Delivery Units, as determined by the Calculation Agent to reflect an appropriate liquidity discount, equals the value of the number of Shares or Share Termination Delivery Units that
would otherwise be deliverable if such Shares or Share Termination Delivery Units were freely tradeable (without prospectus delivery) upon receipt by Dealer (such value, the “Freely Tradeable Value”); provided that, if
requested by Dealer, Issuer shall make the election described in this clause (B) with respect to Shares delivered on all Settlement Dates no later than one Exchange Business Day prior to the first Exercise Date, and the applicable procedures
described below shall apply to all Shares delivered on the Settlement Dates on an aggregate basis. (For the avoidance of doubt, as used in this paragraph (b) only, the term “Issuer” shall mean the issuer of the relevant securities, as
the context shall require.) 
 (ii)        If Issuer makes the election
described in clause (b)(i)(A) above: 

     (A)        Dealer (or an affiliate
of Dealer designated by Dealer) shall be afforded a reasonable opportunity to conduct a due diligence investigation with respect to Issuer that is customary in scope for underwritten offerings of equity securities and that yields results that are
commercially reasonably satisfactory to Dealer or such affiliate, as the case may be, in its discretion; and 
      (B)        Dealer (or an affiliate of Dealer designated by Dealer) and Issuer shall enter into an agreement (a “Registration
Agreement”) on commercially reasonable terms in connection with the public resale of such Shares or Share Termination Delivery Units, as the case may be, by Dealer or such affiliate substantially similar to underwriting agreements customary
for underwritten offerings of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer or such affiliate and Issuer, which Registration Agreement shall include, without limitation, provisions
substantially similar to those contained in such underwriting agreements relating to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and Issuer, shall provide for the payment by Issuer of all
expenses in connection with such resale, including all registration costs and all reasonable fees and expenses of counsel for Dealer, and shall provide for the delivery of customary accountants’ “comfort letters” to Dealer or such
affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus. 
 (iii)       If Issuer makes the election described in clause (b)(i)(B) above: 

     (A)        Dealer (or an affiliate
of Dealer designated by Dealer) and any potential institutional purchaser of any such Shares or Share Termination Delivery Units, as the case may be, from Dealer or such affiliate identified by Dealer shall be afforded a commercially reasonable
opportunity to conduct a due diligence investigation in compliance with applicable law with respect to Issuer customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for
inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them), subject to execution by such recipients of customary confidentiality agreements reasonably acceptable to Issuer;

      (B)        Dealer (or an
affiliate of Dealer designated by Dealer) and Issuer shall enter into an agreement (a “Private Placement Agreement”) on commercially reasonable terms in connection with the private placement of such Shares or Share Termination
Delivery Units, as the case may be, by Issuer to Dealer or such affiliate and the private resale of such shares by Dealer or such affiliate, substantially similar to private placement purchase agreements customary for private placements of equity
securities of similar size, in form and substance commercially reasonably satisfactory to Dealer and Issuer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private
placement 

  
 17 









 
purchase agreements relating to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and Issuer, shall provide for the payment by Issuer of all
expenses in connection with such resale, including all reasonable fees and expenses of counsel for Dealer, shall contain representations, warranties and agreements of Issuer reasonably necessary or advisable to establish and maintain the
availability of an exemption from the registration requirements of the Securities Act for such resales, and shall use commercially reasonable efforts to provide for the delivery of customary accountants’ “comfort letters” to Dealer or
such affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the offering memorandum prepared for the resale of such Shares; 

     (C)        Issuer agrees that any
Shares or Share Termination Delivery Units so delivered to Dealer, (i) may be transferred by and among Dealer and its affiliates, and Issuer shall effect such transfer without any further action by Dealer and (ii) after the minimum
“holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed with respect to such Shares or any securities issued by Issuer comprising such Share Termination Delivery Units, Issuer shall promptly remove, or cause
the transfer agent for such Shares or securities to remove, any legends referring to any such restrictions or requirements from such Shares or securities upon delivery by Dealer (or such affiliate of Dealer) to Issuer or such transfer agent of any
seller’s and broker’s representation letters customarily delivered by Dealer in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any
certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer); and 

     (D)        Issuer may not make the
election described in this clause (b) if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the sale by Issuer
to Dealer (or any affiliate designated by Dealer) of the Shares or Share Termination Delivery Units, as the case may be, or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Shares or Share
Termination Delivery Units, as the case may be, by Dealer (or any such affiliate of Dealer). 

(c)        Make-whole Shares. If Issuer makes the election described in
clause (i)(B) of paragraph (b) of this Section 8, then Dealer or its affiliate may sell (which sale shall be made in a commercially reasonable manner) such Shares or Share Termination Delivery Units, as the case may be, during a period
(the “Resale Period”) commencing on the Exchange Business Day following delivery of such Shares or Share Termination Delivery Units, as the case may be, and ending on the Exchange Business Day on which Dealer or its affiliate
completes the sale of all such Shares or Share Termination Delivery Units, as the case may be, or a sufficient number of Shares or Share Termination Delivery Units, as the case may be, so that the realized net proceeds of such sales exceed the
Freely Tradeable Value. If any of such delivered Shares or Share Termination Delivery Units remain after such realized net proceeds exceed the Freely Tradeable Value, Dealer shall return such remaining Shares or Share Termination Delivery Units to
Issuer. If the Freely Tradeable Value exceeds the realized net proceeds from such resale, Issuer shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Trading Day immediately following the last day of
the Resale Period the amount of such excess (the “Additional Amount”) in cash or in a number of additional Shares or Share Termination Delivery Units, as the case may be, (“Make-whole Shares”) in an amount that,
based on the Relevant Price on the last day of the Resale Period (as if such day was the “Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue
to enable the sale of the Make-whole Shares in the manner contemplated by this Section 8(c). This provision shall be applied successively until the Additional Amount is equal to zero, subject to Section 8(e). 

(d)        Beneficial Ownership. Notwithstanding anything to the contrary
in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive, or shall be deemed to receive, any Shares if, immediately upon giving effect to such receipt of such Shares, (i) the “beneficial ownership”
(within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any of its affiliates subject to aggregation with Dealer for purposes of the “beneficial ownership” test under
Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) 

  
 18 









 
under the Exchange Act) with Dealer with respect to “beneficial ownership” of any Shares (collectively, “Dealer Group”) would be equal to or greater than 9.0% or more
of the outstanding Shares on the date of determination or (ii) Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer
Person”) under Section 203 of the Delaware General Corporation Law or other federal, state or local regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), would own, beneficially own,
constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting (other than on Schedule 13D or 13G
under the Exchange Act) or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws and with respect to which such requirements have not been met or
the relevant approval has not been received or that would subject a Dealer Person to restrictions (including restrictions relating to business combinations and other designated transactions) under Applicable Laws minus (y) 1.0% of the
number of Shares outstanding on the date of determination (any such condition described in clause (i) or (ii), an “Excess Ownership Position”). If any delivery owed to Dealer hereunder is not made, in whole or in part, as a
result of this provision, Issuer’s obligation to make such delivery shall not be extinguished and Issuer shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Dealer gives notice
to Issuer that such delivery would not result in the existence of an Excess Ownership Position. 

(e)        Limitations on Settlement by Issuer. Notwithstanding anything
herein or in the Agreement to the contrary, in no event shall Issuer be required to deliver Shares in connection with the Transaction in excess of the lower of (i) 13,134,303 Shares (such number, as it may be adjusted from time to time in
accordance with the provisions hereof, including the “Adjustment” provisions above, the “Capped Number”) and, (ii) so long as the Shareholder Approval (as defined below) has not been obtained, 5,794,951 (such number,
as it may be adjusted from time to time in accordance with the provisions hereof and in accordance with the rules of the New York Stock Exchange, including the “Adjustment” provisions above, the “NYSE Capped Number”)
(provided that Issuer shall promptly notify Dealer about any relevant change to such rules of which Issuer becomes aware). Issuer represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that
the Transaction is outstanding) that the Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in connection with transactions in the Shares (other than the
Transaction) on the date of the determination of the Capped Number (such Shares, the “Available Shares”). In the event Issuer would have otherwise been required to deliver Shares but shall not have delivered the full number of
Shares deliverable as a result of the Capped Number defined in clause (i) above (the resulting deficit, the “Deficit Shares”), Issuer shall be continually obligated to deliver Shares, from time to time until the full number of
Deficit Shares have been delivered pursuant to this paragraph, when, and to the extent, that (A) Shares are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after the Trade Date (whether or not in exchange for
cash, fair value or any other consideration), (B) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved and (C) Issuer
additionally authorizes any unissued Shares that are not reserved for other transactions (such events as set forth in clauses (A), (B) and (C) above, collectively, the “Share Issuance Events”). At any time that Issuer is
obligated to deliver Deficit Shares, Issuer shall promptly notify Dealer of the occurrence of any of the Share Issuance Events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number of Shares to be
delivered) and, as promptly as reasonably practicable, deliver such Shares thereafter if permitted to do so without violating the rules of the New York Stock Exchange. Issuer shall not, until Issuer’s obligations under the Transaction have been
satisfied in full, use any Shares that become available for potential delivery to Dealer as a result of any Share Issuance Event for the settlement or satisfaction of any transaction or obligation other than the Transaction or reserve any such
Shares for future issuance for any purpose other than to satisfy Issuer’s obligations to Dealer under the Transaction. In addition, Issuer agrees to use its reasonable best efforts to obtain Shareholder Approval to eliminate the NYSE Capped
Number with respect to this Transaction (such approval, the “Shareholder Approval”). For the avoidance of doubt, “reasonable best efforts” for the purposes of the preceding sentence means, for each of Issuer’s
regularly scheduled annual shareholder meetings until the Shareholder Approval is obtained, putting forth such proposal on the official shareholder voting ballot, the board of directors of 

  
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Issuer (the “Board of Directors”) recommending shareholders vote in favor of such proposal, and the Board of Directors supporting such proposal in the event of any potential
opposition. Until such time that the Issuer obtains the Shareholder Approval, if as of any Settlement Date for any Component with respect to this Transaction, as a result of the application of the NYSE Capped Number, Issuer does not deliver to
Dealer a number of Shares equal to the Number of Shares to be Delivered with respect to such Settlement Date or a number of Share Termination Delivery Units due on any date determined in accordance with Section 8(a) of this Confirmation, the
Calculation Agent shall make an adjustment to the Strike Price, the Warrant Entitlement or any other term relevant to any outstanding Component of this Transaction, to account for such number of Shares or Share Termination Delivery Units not so
delivered to Dealer, in order to allow Dealer to be made whole for any failure by Issuer to deliver any Shares or Share Termination Delivery Units with respect to the Number of Shares to be delivered or the number of Share Termination Delivery Units
required to be delivered pursuant to Section 8(a) of this Confirmation, as the case may be, for any Component under this Transaction; provided that the aggregate Number of Shares to be Delivered for all Settlement Dates will not be greater than
the lower of (i) the Capped Number and (ii) the NYSE Capped Number. 

(f)        Equity Rights.    Dealer acknowledges and
agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Issuer’s bankruptcy. For the avoidance of doubt, the parties agree that
the preceding sentence shall not apply at any time other than during Issuer’s bankruptcy to any claim arising as a result of a breach by Issuer of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the
parties acknowledge that the obligations of Issuer under this Confirmation are not secured by any collateral that would otherwise secure the obligations of Issuer herein under or pursuant to any other agreement. 

(g)        Amendments to Equity Definitions.    The
following amendments shall be made to the Equity Definitions: 

     (i)         The first sentence
of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows: ‘(c) If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related Confirmation of
a Share Option Transaction, then following the announcement or occurrence of any Potential Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment Event has a material effect on the theoretical value of the relevant
Shares or options on the Shares and, if so, will (i) make appropriate adjustment(s), if any, to any one or more of:’ and, the portion of such sentence immediately preceding clause (ii) thereof is hereby amended by deleting the words
“diluting or concentrative” and the words “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing
such latter phrase with the words “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)”; 

     (ii)        Sections 11.2(a) and
11.2(e)(vii) of the Equity Definitions are hereby amended by deleting the words “diluting or concentrative” and replacing them with “material” and adding the phrase “or options on the Shares” at the end of the sentence;

      (iii)       
Section 12.1(l) of the Equity Definitions shall be amended (w) by deleting the parenthetical phrase in both the third line thereof and the fifth line thereof and (x) by replacing the word “that” in both the third line
thereof and the fifth line thereof with the words “whether or not such announcement”, (y) Sections 12.2(b), 12.2(e), 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words
“Merger Date” and “Tender Offer Date”, as the case may be, with the words “Announcement Date”, and (z) (A) Section 12.2(e) shall be amended by inserting, in the first line thereof, after the newly
inserted words “Announcement Date”, the words “(or, if the Calculation Agent reasonably determines that such adjustment is appropriate, on the relevant Merger Date or the date on which the Calculation Agent reasonably determines that
the Merger Event, with respect to which such Announcement Date has occurred, will not be completed)” and (B) Section 12.3(d) shall be amended by inserting, in the first line thereof, after the newly inserted words “Announcement
Date”, the words “(or, if the 

  
 20 









 
Calculation Agent reasonably determines that such adjustment is appropriate, on the relevant Tender Offer Date or the date on which the Calculation Agent reasonably determines that an event, with
respect to which such Announcement Date has occurred, will not be completed)”; 

     (iv)       Section 12.9(b)(iv) of
the Equity Definitions is hereby amended by (A) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B);
(B) replacing “will lend” with “lends” in subsection (B); and (C) deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the
penultimate sentence; 

     (v)        Section 12.9(b)(v)
of the Equity Definitions is hereby amended by (A) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (B)(1) deleting subsection (C) in its entirety,
(2) deleting the word “or” immediately preceding subsection (C), (3) replacing in the penultimate sentence the words “either party” with “the Hedging Party” and (4) deleting clause (X) in the final
sentence; and 

     (vi)      Section 12.7(b) of the Equity
Definitions is hereby amended by deleting the words “(and in any event within five Exchange Business Days) by the parties after” appearing after the words “agreed promptly” and replacing with the words “by the parties on or
prior to”. 
 (h)        Transfer and
Assignment.    Dealer may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, at any time without the consent of Issuer, to any bank, broker-dealer or other regulated entity
or any affiliate thereof that in either case regularly enters into over-the-counter equity derivative transactions. 
 (i)        Disclosure.  Effective from the date of commencement of discussions concerning the Transaction, Issuer and each of its employees,
representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided
to Issuer relating to such tax treatment and tax structure. 

(j)        Additional Termination Events.  The occurrence of any
of the following shall constitute an Additional Termination Event with respect to which the Transaction shall be the sole Affected Transaction and Issuer shall be the sole Affected Party and Dealer shall be the party entitled to designate an Early
Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement; provided that with respect to any Additional Termination Event, Dealer may choose to treat
part of the Transaction as the sole Affected Transaction, and, upon the termination of the Affected Transaction, a Transaction with terms identical to those set forth herein except with a Number of Warrants equal to the unaffected number of Warrants
shall be treated for all purposes as the Transaction, which shall remain in full force and effect: 
      (i)         Dealer reasonably determines, based on advice of counsel, that it is advisable to terminate a portion of the
Transaction so that Dealer’s related hedging activities will comply with applicable securities laws, rules or regulations or related policies and procedures of Dealer (whether or not such requirements, policies or procedures are imposed by law
or have been voluntarily adopted by Dealer), or Dealer, despite using commercially reasonable efforts, is unable or reasonably determines, based on advice of counsel, that it is impractical or illegal to hedge its obligations pursuant to this
Transaction in the public market without registration under the Securities Act or as a result of any legal, regulatory or self-regulatory requirements; 

     (ii)        at any time at which
any Excess Ownership Position occurs, Dealer, in its discretion, is unable to effect a transfer or assignment to a third party of the Transaction or any other transaction between the parties after using its commercially reasonable efforts on pricing
and terms and within a time period reasonably acceptable to Dealer such that an Excess Ownership Position no longer exists; provided that Dealer shall treat only that portion of the Transaction as the Affected Transaction as necessary so that
such Excess Ownership Position no longer exists; 

  
 21 










     (iii)       any Person or Group, other
than Issuer or Issuer’s subsidiaries files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such Person or Group has become the direct or indirect ultimate Beneficial Owner of the Issuer’s common equity
representing more than 50% of the voting power of the Issuer’s common equity; 

     (iv)       the consummation of any
consolidation, merger, amalgamation, scheme of arrangement or other binding share exchange or reclassification or similar transaction between Issuer and another person (other than Issuer’s subsidiaries), in each case pursuant to which the
Shares shall be converted into cash, securities or other property, other than a transaction (A) that results in the holders of all classes of the Issuer’s common equity immediately prior to such transaction owning, directly or indirectly,
as a result of such transaction, more than 50% of the surviving corporation or transferee or the parent thereof immediately after such event, or (B) effected solely to change the Issuer’s jurisdiction of incorporation or to form a holding
company for the Issuer and that results in a share exchange or reclassification or similar exchange of the outstanding Shares solely into common shares of the surviving entity or any sale or other disposition in one transaction or a series of
transactions of all or substantially all of the assets of the Issuer and the Issuer’s subsidiaries, on a consolidated basis, to another person (other than any of the Issuer’s subsidiaries); or 

     (v)        so long as Issuer does
not obtain the Shareholder Approval described in Section 8(e) of this Confirmation, at any time during the period from and including the Trade Date, to and including the final Expiration Date, (x) the Number of Shares to be Delivered with
respect to all Components of this Transaction that would be deliverable (determined as if such time were the Valuation Time, such date were the Exercise Date and Valuation Date for a number of Warrants equal to the Number of Warrants as of such date
and Net Share Settlement applied) exceeds a number of Shares equal to 77.33% of the NYSE Capped Number or (y) Issuer makes a public announcement of any transaction or event that, in the reasonable opinion of Dealer would, upon consummation of
such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Number of Shares to be Delivered with respect to all Components of this Transaction immediately
following the consummation of such transaction or the occurrence of such event (determined as if the time immediately following the consummation of such transaction or the occurrence of such event were the Valuation Time, the date upon which such
transaction is consummated or such event occurs were the Exercise Date and Valuation Date for a number of Warrants equal to the Number of Warrants as of such date and Net Share Settlement applied) to exceed a number of Shares equal to 77.33% of the
NYSE Capped Number. 
 provided, however, that in the case of a transaction or event described in clause
(iii) or (iv) above, if at least 90% of the consideration received or to be received by holders of the Shares (excluding cash payments for fractional Shares) in the transaction or transactions described in such clauses above consists of
shares of common stock or common equity interests that are traded on a United States national or regional securities exchange or that will be so traded when issued or exchanged in connection with the transaction or transactions described in such
clauses above, such transaction or transactions will not constitute an Additional Termination Event as a result of either clause (iii) or (iv) above. 

  Solely for the purposes of this Section 8(j), “Person” shall include any
“person” within the meaning of Section 13(d) of the Exchange Act. 
   Solely for the
purposes of this Section 8(j), “Group” shall include any “person” within the meaning of Section 13(d) of the Exchange Act. 
   Solely for the purposes of this Section 8(j), whether a Person is a “Beneficial Owner” of securities shall be defined under Rule 13d-3 of the Exchange Act. 

(k)        Effectiveness.  If, on or prior to the Effective Date,
Dealer reasonably determines that it is advisable to cancel the Transaction because of concerns that Dealer’s related hedging activities could be viewed as not complying with applicable securities laws, rules or regulations, the Transaction
shall be 

  
 22 









 
cancelled and shall not become effective, and neither party shall have any obligation to the other party in respect of the Transaction. 

(l)        Unwind Calculation.  In connection with any
calculation of any amount pursuant to Section 6 of the Agreement or Section 12 of the Equity Definitions, for the avoidance of doubt, Dealer shall make any such calculations without taking into account the limitation set forth in clause
(ii) of the first sentence of Section 8(e) of this Confirmation. 

(m)        Extension of Settlement.  Dealer may divide any
Component into additional Components and designate the Expiration Date and the Number of Warrants for each such Component if Dealer determines, in its reasonable discretion, that such further division is necessary or advisable to preserve
Dealer’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the cash market or stock loan market or to enable Dealer to effect purchases of Shares in connection with its hedging activity hereunder in a
manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, based on advice of counsel, be in compliance with applicable legal, regulatory and self-regulatory requirements or with related policies and procedures applicable to
Dealer. 
 (n)        No Netting and Set-off.  The
provisions of Section 2(c) of the Agreement shall not apply to the Transaction. Each party waives any and all rights it may have to set-off delivery or payment obligations it owes to the other party under the Transaction against any delivery or
payment obligations owed to it by the other party, whether arising under the Agreement, under any other agreement between parties hereto, by operation of law or otherwise. 

(o)        Delivery of Cash.    For the avoidance of
doubt, nothing in this Confirmation shall be interpreted as requiring the Issuer to deliver cash in respect of the settlement of the Transaction, except in circumstances where the required cash settlement thereof is permitted for classification of
the contract as equity by ASC 815-40 (formerly EITF 00-19) as in effect on the relevant Trade Date (including, without limitation, where the Issuer so elects to deliver cash or fails timely to elect to deliver Shares or Share Termination Delivery
Property in respect of such settlement). 
 (p)        Governing
Law. THE AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
ITS CHOICE OF LAW DOCTRINE, OTHER THAN TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

(q)        Amendment.  This Confirmation and the Agreement may
not be modified, amended or supplemented, except in a written instrument signed by Issuer and Dealer. 

(r)        Counterparts. This Confirmation may be executed in several
counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
 (s)        Illegality.  The parties agree that, for the avoidance of doubt, for purposes of Section 5(b)(i) of the Agreement, “any
applicable law” shall include the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder, without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, and the consequences specified in the Agreement, including without limitation, the consequences specified in Section 6 of the Agreement, shall apply to any Illegality arising from any such act, rule or regulation.

 (t)        Notice of Acquisition of Bank Shares or Assets.
Issuer shall give Dealer a written notice no later than 30 days prior to any day on which Issuer effects any transaction subject to Section 3 of the Bank Holding Company Act of 1956, as amended. Such notice shall describe such transaction in
reasonable detail and specify the anticipated effective date of such acquisition. 
 9.  Waiver
of Jury Trial.  Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that
no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that
it and the other 

  
 23 









 
party have been induced to enter into the Transaction by, among other things, the mutual waivers and certifications provided herein. 

10.    Submission to Jurisdiction. Section 13(b) of the Agreement is deleted in
its entirety and replaced by the following: 
 “Each party hereby irrevocably and unconditionally
submits for itself and its property in any suit, legal action or proceeding relating to the Agreement and/or the Transaction, or for recognition and enforcement of any judgment in respect thereof, (each, “Proceedings”) to the exclusive
jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Confirmation or the
Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States of America for the Southern District of New York lack jurisdiction over the parties or the
subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or
estate any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate
jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or
proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under the Agreement or this Confirmation, the party
(1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in
that other jurisdiction.” 

  
 24 









 Issuer hereby agrees (a) to check this Confirmation carefully and promptly upon receipt
so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Issuer with respect to the
Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and promptly returning an executed copy to The Royal Bank of Scotland plc,
(i) Attn. Tam Beattie, Facsimile No. (203) 873-4571 and (ii) Swap Administration, Facsimile No. +44 (0) 20 7085 5050. 
  

					
	 Yours faithfully,
	 	
	
	THE ROYAL BANK OF SCOTLAND PLC
		
	 By:  RBS Securities Inc., as its agent
	 	
			
	 By:
	 	 /s/ Eric Wallar
	 	



					
			
	 Name:    
	 	 Eric Wallar
	 	
	 Title:
	 	 Managing Director
	 	


  

					
	 Agreed and Accepted By:
	 	
		
	MF GLOBAL HOLDINGS LTD.	 	
			
	 By:  
	 	 /s/ David Dunne
	 	
		 	 Name:        David Dunne
	 	
		 	 Title:          Treasurer
	 	

  
 [Warrant] 







 Annex A 
 For each Component of the Transaction, the Number of Warrants and Expiration Date is set forth below. 
  

											
	Component Number  	 	  	Number of Warrants      	 	  	Expiration Date                	 
	 	1	  	  	 	54726	  	  	 	1-Nov-18	  
	 	2	  	  	 	54726	  	  	 	2-Nov-18	  
	 	3	  	  	 	54726	  	  	 	5-Nov-18	  
	 	4	  	  	 	54726	  	  	 	6-Nov-18	  
	 	5	  	  	 	54726	  	  	 	7-Nov-18	  
	 	6	  	  	 	54726	  	  	 	8-Nov-18	  
	 	7	  	  	 	54726	  	  	 	9-Nov-18	  
	 	8	  	  	 	54726	  	  	 	13-Nov-18	  
	 	9	  	  	 	54726	  	  	 	14-Nov-18	  
	 	10	  	  	 	54726	  	  	 	15-Nov-18	  
	 	11	  	  	 	54726	  	  	 	16-Nov-18	  
	 	12	  	  	 	54726	  	  	 	19-Nov-18	  
	 	13	  	  	 	54726	  	  	 	20-Nov-18	  
	 	14	  	  	 	54726	  	  	 	21-Nov-18	  
	 	15	  	  	 	54726	  	  	 	23-Nov-18	  
	 	16	  	  	 	54726	  	  	 	26-Nov-18	  
	 	17	  	  	 	54726	  	  	 	27-Nov-18	  
	 	18	  	  	 	54726	  	  	 	28-Nov-18	  
	 	19	  	  	 	54726	  	  	 	29-Nov-18	  
	 	20	  	  	 	54726	  	  	 	30-Nov-18	  
	 	21	  	  	 	54726	  	  	 	3-Dec-18	  
	 	22	  	  	 	54726	  	  	 	4-Dec-18	  
	 	23	  	  	 	54726	  	  	 	5-Dec-18	  
	 	24	  	  	 	54726	  	  	 	6-Dec-18	  
	 	25	  	  	 	54726	  	  	 	7-Dec-18	  
	 	26	  	  	 	54726	  	  	 	10-Dec-18	  
	 	27	  	  	 	54726	  	  	 	11-Dec-18	  
	 	28	  	  	 	54726	  	  	 	12-Dec-18	  
	 	29	  	  	 	54726	  	  	 	13-Dec-18	  
	 	30	  	  	 	54726	  	  	 	14-Dec-18	  
	 	31	  	  	 	54726	  	  	 	17-Dec-18	  
	 	32	  	  	 	54726	  	  	 	18-Dec-18	  
	 	33	  	  	 	54726	  	  	 	19-Dec-18	  
	 	34	  	  	 	54726	  	  	 	20-Dec-18	  
	 	35	  	  	 	54726	  	  	 	21-Dec-18	  
	 	36	  	  	 	54726	  	  	 	24-Dec-18	  
	 	37	  	  	 	54726	  	  	 	26-Dec-18	  
	 	38	  	  	 	54726	  	  	 	27-Dec-18	  
	 	39	  	  	 	54726	  	  	 	28-Dec-18	  
	 	40	  	  	 	54726	  	  	 	31-Dec-18	  
	 	41	  	  	 	54726	  	  	 	2-Jan-19	  
	 	42	  	  	 	54726	  	  	 	3-Jan-19	  
	 	43	  	  	 	54726	  	  	 	4-Jan-19	  
	 	44	  	  	 	54726	  	  	 	7-Jan-19	  
	 	45	  	  	 	54726	  	  	 	8-Jan-19	  
	 	46	  	  	 	54726	  	  	 	9-Jan-19	  
	 	47	  	  	 	54726	  	  	 	10-Jan-19	  
	 	48	  	  	 	54726	  	  	 	11-Jan-19	  
	 	49	  	  	 	54726	  	  	 	14-Jan-19	  
	 	50	  	  	 	54726	  	  	 	15-Jan-19	  









											
	 	51	  	  	 	54726	  	  	 	16-Jan-19	  
	 	52	  	  	 	54726	  	  	 	17-Jan-19	  
	 	53	  	  	 	54726	  	  	 	18-Jan-19	  
	 	54	  	  	 	54726	  	  	 	22-Jan-19	  
	 	55	  	  	 	54726	  	  	 	23-Jan-19	  
	 	56	  	  	 	54726	  	  	 	24-Jan-19	  
	 	57	  	  	 	54726	  	  	 	25-Jan-19	  
	 	58	  	  	 	54726	  	  	 	28-Jan-19	  
	 	59	  	  	 	54726	  	  	 	29-Jan-19	  
	 	60	  	  	 	54726	  	  	 	30-Jan-19	  
	 	61	  	  	 	54726	  	  	 	31-Jan-19	  
	 	62	  	  	 	54726	  	  	 	1-Feb-19	  
	 	63	  	  	 	54726	  	  	 	4-Feb-19	  
	 	64	  	  	 	54726	  	  	 	5-Feb-19	  
	 	65	  	  	 	54726	  	  	 	6-Feb-19	  
	 	66	  	  	 	54726	  	  	 	7-Feb-19	  
	 	67	  	  	 	54726	  	  	 	8-Feb-19	  
	 	68	  	  	 	54726	  	  	 	11-Feb-19	  
	 	69	  	  	 	54726	  	  	 	12-Feb-19	  
	 	70	  	  	 	54726	  	  	 	13-Feb-19	  
	 	71	  	  	 	54726	  	  	 	14-Feb-19	  
	 	72	  	  	 	54726	  	  	 	15-Feb-19	  
	 	73	  	  	 	54726	  	  	 	19-Feb-19	  
	 	74	  	  	 	54726	  	  	 	20-Feb-19	  
	 	75	  	  	 	54726	  	  	 	21-Feb-19	  
	 	76	  	  	 	54726	  	  	 	22-Feb-19	  
	 	77	  	  	 	54726	  	  	 	25-Feb-19	  
	 	78	  	  	 	54726	  	  	 	26-Feb-19	  
	 	79	  	  	 	54726	  	  	 	27-Feb-19	  
	 	80	  	  	 	54726	  	  	 	28-Feb-19	  
	 	81	  	  	 	54726	  	  	 	1-Mar-19	  
	 	82	  	  	 	54726	  	  	 	4-Mar-19	  
	 	83	  	  	 	54726	  	  	 	5-Mar-19	  
	 	84	  	  	 	54726	  	  	 	6-Mar-19	  
	 	85	  	  	 	54726	  	  	 	7-Mar-19	  
	 	86	  	  	 	54726	  	  	 	8-Mar-19	  
	 	87	  	  	 	54726	  	  	 	11-Mar-19	  
	 	88	  	  	 	54726	  	  	 	12-Mar-19	  
	 	89	  	  	 	54726	  	  	 	13-Mar-19	  
	 	90	  	  	 	54726	  	  	 	14-Mar-19	  
	 	91	  	  	 	54726	  	  	 	15-Mar-19	  
	 	92	  	  	 	54726	  	  	 	18-Mar-19	  
	 	93	  	  	 	54726	  	  	 	19-Mar-19	  
	 	94	  	  	 	54726	  	  	 	20-Mar-19	  
	 	95	  	  	 	54726	  	  	 	21-Mar-19	  
	 	96	  	  	 	54726	  	  	 	22-Mar-19	  
	 	97	  	  	 	54726	  	  	 	25-Mar-19	  
	 	98	  	  	 	54726	  	  	 	26-Mar-19	  
	 	99	  	  	 	54726	  	  	 	27-Mar-19	  
	 	100	  	  	 	54726	  	  	 	28-Mar-19	  
	 	101	  	  	 	54726	  	  	 	29-Mar-19	  
	 	102	  	  	 	54726	  	  	 	1-Apr-19	  
	 	103	  	  	 	54726	  	  	 	2-Apr-19	  
	 	104	  	  	 	54726	  	  	 	3-Apr-19	  
	 	105	  	  	 	54726	  	  	 	4-Apr-19	  
	 	106	  	  	 	54726	  	  	 	5-Apr-19	  


  
 2 









											
	 	107	  	  	 	54726	  	  	 	8-Apr-19	  
	 	108	  	  	 	54726	  	  	 	9-Apr-19	  
	 	109	  	  	 	54726	  	  	 	10-Apr-19	  
	 	110	  	  	 	54726	  	  	 	11-Apr-19	  
	 	111	  	  	 	54726	  	  	 	12-Apr-19	  
	 	112	  	  	 	54726	  	  	 	15-Apr-19	  
	 	113	  	  	 	54726	  	  	 	16-Apr-19	  
	 	114	  	  	 	54726	  	  	 	17-Apr-19	  
	 	115	  	  	 	54726	  	  	 	18-Apr-19	  
	 	116	  	  	 	54726	  	  	 	19-Apr-19	  
	 	117	  	  	 	54726	  	  	 	22-Apr-19	  
	 	118	  	  	 	54726	  	  	 	23-Apr-19	  
	 	119	  	  	 	54726	  	  	 	24-Apr-19	  
	 	120	  	  	 	54755	  	  	 	25-Apr-19	  


  
 3