Exhibit
10.26  RESTRICTED UNIT AGREEMENT  This Restricted Unit Agreement (this Agreement)
is made as of this 6th day of December, 2004 (the Effective Date)
between New Refco Group Ltd., LLC, a Delaware limited liability company (the Company),
and the undersigned employee (the Employee).  Certain capitalized terms used herein are
defined in Section 7 hereof.  WHEREAS, the Company believes it to be in the best
interests of the Company and its unitholders to take action to promote
work-force stability, to reward performance and otherwise align interests of
key management employees with those of the Company;  WHEREAS, accordingly the Company has determined to
issue restricted units in accordance with the provisions of this Agreement; and  WHEREAS, the Company desires to be assured that the
confidential information and goodwill of the Company will be preserved for the
exclusive benefit of the Company.  NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:  1.Issuance of Employee Units.  (a)Upon execution of this Agreement, the
Company will issue to the Employee that number of Class B Common Units of the
Company (the Class B Common Units) set forth below such Employees
name on the signature page attached hereto. 
All of such Class B Common Units issued to the Employee hereby are
referred to herein as Employee Units. 
To secure the Companys rights under the Repurchase Option in Section 3,
the Company will retain possession of the certificates representing the
Employee Units and will provide the Employee with copies thereof.  (b)In connection with the acquisition of the
Employee Units hereunder, the Employee represents and warrants to the Company
that:  (i)the Employee Units to be acquired by the
Employee pursuant to this Agreement will be acquired for the Employees own
account, for investment only and not with a view to, or intention of, distribution
thereof in violation of the Securities Act, or any applicable state securities
laws, and the Employee Units will not be disposed of in contravention of the
Securities Act or any applicable state securities laws or this Agreement or the
Securityholders Agreement;  (ii)the Employee has such knowledge and
experience in business and financial matters and with respect to investments in
securities of privately held companies so as to enable the Employee to
understand and evaluate the risks and benefits of his or her investment in the
Employee Units;


(iii)the Employee has no need for liquidity in
his or her investment in the Employee Units and is able to bear the economic
risk of his or her investment in the Employee Units for an indefinite period of
time and understands that the Employee Units have not been registered or
qualified under the Securities Act or any applicable state securities laws, by
reason of the issuance of the Employee Units in a transaction exempt from the
registration and qualification requirements of the Securities Act or such state
securities laws and, therefore, cannot be sold unless subsequently registered
or qualified under the Securities Act or such state securities laws or an
exemption from such registration or qualification is available;  (iv)the Employee acknowledges that he or she
is aware that the Employee Units may not be sold pursuant to Rule 144
promulgated under the Securities Act unless all of the conditions of that Rule
are met.  Among the current conditions
for use of Rule 144 by certain holders is the availability to the public of
current information about the Company. 
Such information is not now available, and the Company has no current
plans to make such information available; and  (v)the Employee has had an opportunity to
ask questions and receive answers concerning the terms and conditions of the
offering of the Employee Units and has had full access to or been provided with
such other information concerning the Company as the Employee has requested.  (c)This Agreement constitutes the legal,
valid and binding obligation of the Employee, enforceable in accordance with
its terms, and the execution, delivery and performance of this Agreement by the
Employee does not and will not conflict with, violate or cause a breach of any
agreement, contract or instrument to which the Employee is a party or any
judgment, order or decree to which the Employee is subject.  (d)As an inducement to the Company to issue
the Employee Units to the Employee and as a condition thereto, the Employee
acknowledges and agrees that:  (i)neither the issuance of the Employee Units
to the Employee nor any provision contained herein shall entitle the Employee
to remain in the employment of the Company or its subsidiaries or affect the
right of the Company to terminate the Employees employment at any time for any
reason; and  (ii)except as provided in any other agreement
between the Company or any subsidiary thereof and the Employee, the Company
shall have no duty or obligation to disclose to the Employee, and the Employee
shall have no right to be advised of, any material information regarding the Company
and its subsidiaries, if any, at any time prior to, upon or in connection with
the forfeiture of the Employee Units upon the termination of the Employees
employment with the Company or a subsidiary thereof.  2


(e)In connection with
the issuance and sale by the Company to the Employee of the Employee Units, the
Company represents and warrants that:  (i)the Company is a limited
liability company validly existing under the laws of the jurisdiction of its
incorporation and has all requisite limited liability company power and
authority to own, lease and operate the assets used in its business, to carry
on its business as presently conducted, to enter into this Agreement, to
perform its obligations hereunder, and to consummate the transactions
contemplated hereby;  (ii)the Company has
taken all limited liability company action necessary to authorize its execution
and delivery of this Agreement, its performance of its obligations thereunder,
and its consummation of the transactions contemplated thereby; and  (iii)this Agreement
constitutes a valid and binding obligation of the Company, enforceable in
accordance with its terms.  2.Vesting of Employee Units.  (a)General.  (i)Vesting. 
The Employee Units granted hereunder (the Units) will be deemed
vested (the Vested Units) in accordance with this Section 2.  One half of the Units (the Non
Performance-Based Units) will vest 25% on each of February 28, 2005,
February 28, 2006, February 28, 2007 and February 29, 2008, subject to the
provisions of Section 2(b).  The other
half of the Units (the Performance Units) will vest based upon the Companys
achievement of the EBITDA targets set forth below for each of the Companys
fiscal years ending February 28, 2005, February 28, 2006, February 28,
2007 and February 29, 2008 (each, a Measurement Year).  The vesting for the Performance Units will be
based on the following schedule:  3


EBITDA Targets (dollars in millions)  Measurement 
  Year
  
  Target 
  EBITDA
  
  Cumulative
  
  Target 
  EBITDA
  
  90% of 
  Target 
  EBITDA
  
  90% of 
  Cumulative 
  Target 
  EBITDA
  
  Eligible
  
  Performance 
  Units2005
  
  $
  294.7
  
  $
  294.7
  
  $
  265.2
  
  $
  265.2
  
  25% of Performance Units2006
  
  $
  348.9
  
  $
  643.6
  
  $
  314.01
  
  $
  579.2
  
  25% of Performance Units2007
  
  $
  403.9
  
  $
  1,047.5
  
  $
  363.51
  
  $
  942.75
  
  25% of Performance Units2008
  
  $
  464.6
  
  $
  1,512.1
  
  $
  418.14
  
  $
  1,360.89
  
  25% of Performance Units  The minimum EBITDA targets
set forth above shall be appropriately adjusted by the Companys Board of
Managers for acquisitions and dispositions made by the Company (whether by
purchase or sale of assets, merger or otherwise) and such adjustments shall
take into account the pro forma annual EBITDA of any acquired business.  (A)Performance Based Vesting.  Following
the end of each Measurement Year, on the Measurement Date, the number of Performance
Units set forth above that are identified above as first being eligible to vest
for that Measurement Year (the Eligible Performance Units) shall be
eligible to vest.  On each Measurement
Date, 50% of the Eligible Performance Units with respect to the prior Measurement
Year shall become Vested Units if at least 90% of the annual EBITDA target amount
was met for the prior Measurement Year. 
If more than 90% of the annual EBITDA target amount was met for the
prior Measurement Year, then the Eligible Performance Units with respect to the
prior Measurement Year shall become Vested Units on a straight line basis such
that an additional 5% of Eligible Performance Units shall become Vested Units
for each 1% that actual EBITDA exceeds 90% of the annual EBITDA target amount.  (B)Catch Up.  On the fourth
Measurement Date, in addition to the vesting provided in subsection (A) above, the
Eligible Performance Units for all prior Measurement Years that have not
previously vested due to the Companys failure to meet any annual EBITDA target
as of such  4


date (collectively, the Missed Performance Units)
shall be eligible for catch-up vesting. 
Such catch-up vesting shall occur if the cumulative EBITDA target set
forth above in the column for Measurement Year 2008 (which represents the
cumulative EBITDA target for Measurement Years 2005 through 2008) is met; provided,
that (a) at least 90% of the annual EBITDA target for Measurement Year 2008 is
met and (b) the actual EBITDA for Measurement Year 2008 exceeds the actual EBITDA
for Measurement Year 2007 (collectively, the Catch-Up Targets).  If 90% of the cumulative EBITDA target for
Measurement Years 2005 through 2008 is met, then 50% of the Missed Performance Units
shall become Vested Units.  If over 90%
of the cumulative EBITDA target for Measurement Years 2005 through 2008 is met,
then a number of Missed Performance Units will become Vested Units, determined
on a straight line basis such that an additional 5% of the Missed Performance Units
will become Vested Units for each 1% that actual cumulative EBITDA exceeds 90%
of the cumulative EBITDA target for Measurement Years 2005 through 2008.  (ii)Change of
Control.  All Non Performance-Based Units that have not
previously vested will vest in full upon a Change of Control.  Performance Units that have not become Vested
Units will accelerate as set forth below upon a Change of Control solely if the
Company (a) achieves at least 90% of the EBITDA target for the Measurement Year
immediately preceding the year in which the Change of Control occurs, and (b)
the actual EBITDA for the Measurement Year immediately preceding the year in
which the Change of Control occurs exceeded the actual EBITDA for the preceding
year.  If (x) the conditions set forth in
clauses (a) and (b) above are met, and (y) the Company achieved 90% of the cumulative
EBITDA target for the Measurement Year completed immediately prior to the
Change of Control, then 50% of the Missed Performance Units and 50% of the Performance
Units that are not Eligible Performance Units shall become Vested Units.  If (x) the conditions set forth in clauses (a)
and (b) above are met, and (y) the Company achieved more than 90% of the cumulative
EBITDA target for such immediately prior Measurement Year, then a number of
Missed Performance Units and Performance Units that are not Eligible Performance
Units will become Vested Units, determined on a straight line basis such that
an additional 5% of the Missed Performance Units and 5% of the Performance Units
that are not Eligible Performance Units will become Vested Units for each 1%
that actual cumulative EBITDA for such immediately prior Measurement Year exceeds
90% of the cumulative EBITDA target for such immediately prior Measurement Year.  (b)In the event the Employee ceases to be
employed by the Company or any of its subsidiaries on a full-time basis for any
reason, then (i) all Employee Units shall cease vesting effective as of the
date upon which the Employee ceases to be so employed (the Termination Date),
(ii) a fraction of the Non Performance-Based Units that otherwise would become
Vested Units at the end of the Measurement Year in which such  5


termination occurs will become Vested Units, the
numerator of which fraction shall equal the number of whole months during such
year (or, in the case of such termination prior to February 28, 2005, the
number of whole months since the date of this Agreement) that the Employee
remained employed by the Company and the denominator of which shall be twelve
(12), and, (iii) in the event that the Company achieves the EBITDA target with
respect to the Measurement Year in which such termination occurs, then the
Eligible Performance Units with respect to such year multiplied by a fraction,
the numerator of which shall equal the number of whole months during such year
that the Employee remained employed with the Company and the denominator of
which is 12, shall become Vested Units as of the next Measurement Date.  (c)Notwithstanding the vesting terms set
forth in clause (a) above, if the Employee remains employed on a full-time
basis with the Company or any of its subsidiaries from the Effective Date
through the eighth anniversary of the Effective Date, all Performance Units that
have not previously vested shall automatically and immediately vest on the
eighth anniversary of the Effective Date.  3.Repurchase or Forfeiture of Units.  (a)In the event that the Employee ceases to
be employed by the Company or any of its subsidiaries on a full-time basis for
any reason, then all Employee Units (whether held by the Employee or by one or
more of the Employees transferees) which as of the date of termination:  (i)have not vested pursuant to Section 2
hereof, will be forfeited and returned to the Company;  (ii)have vested pursuant to Section 2
hereof, will be subject to repurchase by the Company, at its option (the Repurchase
Option), for Fair Market Value.  (b)In the event of a Change of Control, then
all Performance Units (whether held by the Employee or by one or more of the
Employees transferees) which, as of the date of such Change of Control, have
not become Vested Units pursuant to Section 2, will be forfeited
and returned to the Company.  (c)The Repurchase Option shall be exercised
by the Company, or its designee, from time to time, by delivering to the
Employee a written notice of exercise and a check in the amount of the Fair
Market Value.  Upon delivery of such
notice and payment of the purchase price as described above (or automatically
upon any forfeiture of units pursuant to Section 3(a) or 3(b)),
the Company, or its designee, shall become the legal and beneficial owner of
the Employee Units being repurchased and all rights and interest therein or
related thereto, and the Company, or its designee, shall have the right to
transfer to its own name the number of Employee Units being repurchased without
further action by the Employee or any of his or her transferees.  If the Company or its designee elect to
exercise the Repurchase Option pursuant to this Section 3 and the
Employee or his or her transferee fails to deliver the Employee Units in
accordance with  6


the terms hereof, the Company, or its designee, may,
at its option, in addition to all other remedies it may have, deposit the
purchase price in an escrow account administered by an independent third party
(to be held for the benefit of and payment over to the Employee or his or her
transferee in accordance herewith), whereupon (or, in any case, upon any
forfeiture of units pursuant to this Section 3) the Company shall by
written notice to the Employee cancel on its books the certificates(s)
representing such Employee Units registered in the name of the Employee and all
of the Employees or his or her transferees right, title, and interest in and
to such Employee Units shall terminate in all respects.  (d)Notwithstanding
the foregoing, if at any time the Company elects to repurchase any Class B
Common Units pursuant to the Repurchase Option, the Company shall pay the
purchase price for the Class B Common Units it purchases (i) first,
by offsetting indebtedness, if any, owing from such Employee to the Company and
(ii) then, by the Companys delivery of cash for the remainder of the purchase
price, if any, against delivery of the certificates or other instruments
representing the Class B Common Units so purchased, duly endorsed; provided
that, (x) if any such cash payment at the time such payment is required
to be made would result (A) in a violation of any law, statute, rule,
regulation, policy, order, writ, injunction, decree or judgment promulgated or
entered by any federal, state, local or foreign court or governmental authority
applicable to the Company or any of its subsidiaries or any of its or their
property or (B) after giving effect thereto, in a Financing Default, or (y)
if the Board determines in good faith that immediately prior to such purchase
there shall exist a Financing Default which prohibits such purchase ((x) and (y)
collectively the Cash Deferral Conditions), the portion of the cash
payment so affected may be made by the Companys delivery of a promissory note
or senior preferred units of the Company with a liquidation preference equal to
the balance of the purchase price.  The
promissory note or senior preferred units shall accrue interest or yield, as
the case may be, annually at the prime rate published in The Wall Street
Journal on the date of issuance, which interest or yield, as the case may be,
shall be payable at maturity.  The value
of each such senior preferred unit shall as of its issuance be deemed to equal
(A) the portion of the cash payment paid by the issuance of such preferred
units divided by (B) the number of senior preferred units so issued.  Any senior preferred units orthe promissory note shall be redeemed or payable when and
to the extent the Cash Deferral Condition which prompted their issuance no
longer exists.  (e)In the event that Employee Units are repurchased
or forfeited pursuant to this Section 3, the Employee and his or
her successors, assigns or Representatives shall take (at the Companys
expense) all steps necessary and desirable to obtain all required third-party,
governmental and regulatory consents and approvals and take all other actions
necessary and desirable to facilitate consummation of such repurchase in a
timely manner.  4.Legend.  The certificates representing the Employee Units
will bear the following legend:  7


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO FORFEITURE, REPURCHASE RIGHTS AND CERTAIN OTHER AGREEMENTS SET FORTH
IN A RESTRICTED UNIT AGREEMENT DATED AS OF       JULY,
2004, BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO.  A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY
THE HOLDER HEREOF AT THE COMPANYS PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.  THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR
ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF
THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE
SUBJECT TO A SECURITYHOLDERS AGREEMENT DATED       
JULY, 2004 AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS EQUITY INTERESTS.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
SECRETARY OF THE COMPANY.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS.  THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT OR LAWS.  5.Restrictions on Transfer, Conversion and
Voting.  (a)The Company and the Employee acknowledge
and agree that the Employee Units are subject to and restricted by the
Securityholders Agreement. 
Notwithstanding anything to the contrary contained in the
Securityholders Agreement, no Employee Units that have not become Vested Units
pursuant to Section 2 hereof may be transferred to any Person and
no Employee Units that are Vested Units may be transferred to any Person who is
not an Affiliate of the Employee.  The
Vested Units may be transferred by will or the laws of descent and
distribution.  (b)Prior to any Transfer, the transferee
shall agree, by execution of a Joinder Agreement, to be bound by this Agreement
as holder of Employee Units and by the Securityholders Agreement.  Any Transfer or attempted Transfer of any Employee
Units in violation of the preceding sentence shall be void, and the Company
shall not record such Transfer on its books or treat any purported transferee
of such Employee Units as the owner of such units for any purpose.  (c)The
Employee agrees that so long as the Employee owns Employee Units which have not
become Vested Units pursuant to Section 2 hereof, the Employee shall be
obligated to vote all of his, her or its Employee Units which have not become
Vested Units pursuant to Section 2 hereof in the same manner and
proportions as the votes cast  8


by the holders of a majority of the Companys voting equity interests
not subject to such repurchase rights. 
If the Employee fails or refuses to vote his, her or its Employee Units
which have not become Vested Units pursuant to Section 2 hereof as
required by, or votes his, her or its Employee Units which have not become
Vested Units pursuant to Section 2 hereof in contravention of this Section
5(c), then the Employee hereby grants to each of the President and
Treasurer of the Company, acting solely in his or her capacity as such, an
irrevocable proxy, coupled with an interest, to vote such units in accordance
with Section 5(c).  6.Restricted Activities.  (a)The Employee acknowledges and agrees that
the Company is engaged in a highly competitive business and that the success of
the Companys business in the marketplace depends upon its goodwill and
reputation for quality and dependability.  (b)The Employee further acknowledges and
agrees that (i) reasonable limits may be placed on the Employees ability to
compete against the Company and its Affiliates as provided herein to the extent
that they protect and preserve the legitimate business interests and goodwill
of the Company and/or its Affiliates and (ii) such limits are (A) in
consideration for and as an inducement for, among other things, the receipt of
the units, (B) the result of arms-length negotiations between the parties, (C)
reasonable in scope and duration, and (D) necessary to protect the legitimate
business interests of the Company and its Affiliates.  In addition, the Employee acknowledges (1)
that the business of the Company and its Affiliates is international in scope
and without geographical limitation and (2) notwithstanding the state of
incorporation or formation or principal office or location of the Company or
any of its Affiliates, or any of their respective executives or employees
(including the Employee), it is expected that the Company will have business
activities and have valuable business relationships within its industry throughout
the United States and the world.  (c)The Employee acknowledges that he has
carefully read this Agreement and has given careful consideration to the restraints
imposed upon by the Employee by this Agreement, and is in full accord as to
their necessity for the reasonable and proper protection of Proprietary
Information, whether now existing or to be developed in the future.  The Employee expressly acknowledges and
agrees that each and every restraint imposed by this Agreement is reasonable
with respect to subject matter, time period and geographical area.  (d)Having acknowledged the foregoing, the
Employee covenants and agrees with the Company as follows:  6.1Proprietary Information.  (a)In the course of service to the Company, the
Employee will have access to confidential information regarding the
organization, business and finances of the Company and its Affiliates,
including products, services, designs,
methods, techniques, systems, specifications, know-how, strategic or technical  9


data, marketing research data, product research and development data,
sales techniques, confidential customer lists and information, sources of
supply and trade secrets, all of which are confidential and may be proprietary
and are owned or used by the Company, or any of its Affiliates.  Such information shall hereinafter be called Proprietary
Information and shall include any and all items enumerated in the
preceding sentence and coming within the scope of the business of the Company
or any of its Affiliates as to which the Employee may have access, whether
conceived or developed by others or by the Employee alone or with others during
the period of service to the Company, whether or not conceived or developed
during regular working hours. 
Proprietary Information shall not include any records, data or
information which are (i) in the public domain during or after the Employees
term of employment provided the same are not in the public domain as a
consequence of disclosure directly or indirectly by the Employee in violation
of this Agreement, (ii) required to be disclosed by law, or (iii) reasonably
required to be disclosed in defending any suit, proceeding or investigation to
which the Employee is a party.  (b)The Employee agrees that Proprietary
Information is of critical importance to the Company and a violation of this Section
6.1(b) would seriously and irreparably impair and damage the Companys
business.  The Employee agrees that he
shall keep all Proprietary Information in a fiduciary capacity for the sole
benefit of the Company.  (c)The Employee shall not during the Employees
term of employment or at any time thereafter: 
(i) disclose, directly or indirectly, any Proprietary Information to any
person, other than any person who, in the reasonable judgment of the Employee,
needs to know such Proprietary Information or such other persons to whom the
Employee has been specifically instructed to make disclosure by the Board of
Managers and in all such cases only to the extent required in the course of the
Employees service to the Company; or (ii) use any Proprietary Information,
directly or indirectly, for the Employees own benefit or for the benefit of
any person or entity other than the Company.  (d)The Employee agrees to assign and transfer to
the Company or its designee, without any separate remuneration or compensation,
his entire right, title and interest in and to all Inventions in the Field (as
defined below), together with all United States and foreign rights with respect
thereto, and, at the Companys expense, to execute and deliver all appropriate
patent and copyright applications for securing United States and foreign
patents and copyrights on Inventions in the Field and to perform all lawful
acts, including giving testimony, and to execute and deliver all such
instruments that may be necessary or proper to vest all such Inventions in the
Field and patents and copyrights with respect thereto in the Company, and to
assist the Company in the prosecution or defense of any interference which may
be declared involving any of said patent applications, patents, copyright
applications or copyrights.  For the
purposes of this Agreement, the words Inventions in the Field shall
include any  10


discovery, process, design, development, improvement, application,
technique, or invention, whether patentable or copyrightable or not and whether
reduced to practice or not, conceived, created, discovered, invented or made by
the Employee, individually or jointly with others (whether on or off the
Companys premises or during or after normal working hours), while in the
employ of the Company or any of its affiliated companies, and which was or is
directly or indirectly related to the business of the Company or any of its
affiliated companies or suppliers or customers, or which resulted or results
from any work performed by, or use of any Documents, Property or other personal
property of the Company (whether tangible or intangible and whether owned,
leased or contracted for) by, any executive, employee or agent of the Company
or any of its affiliated companies.  6.2Protection of Documents.  All
(i) notes, memoranda, reports, lists, letters, documents, records,
specifications, software programs, software code, data, tapes and other media
of every kind, form and description relating to or within the scope of the
business of the Company or any of its Affiliates and any copies, in whole or in
part, thereof (collectively, the Documents), whether or not prepared
by the Employee, and (ii) all computers, cellular telephones, pagers, credit
and/or calling cards, keys, access cards or other  personal property of or relating to the
Company or any of its Affiliates (collectively, the Property) shall be
the sole and exclusive property of the Company. 
The Employee shall safeguard all Documents and Property and shall
surrender to the Company within five (5) days of the date of termination of the
Employee, or at such earlier time or times as the Board of Managers or its
designee may specify, all Documents and Property then in the Employees
possession or control; provided, however, that the Employee may
retain a copy of any personnel-related materials relating to his or her
employment with the Company, including, but not limited to, this Agreement, any
compensation or benefit plan or program, or any awards or evidence of
participation in such plans or programs, or any other communications to or from
the Company related to Employees employment. 
During the Employees term of employment, the Employee shall not make,
use or permit to be used any Documents or Property otherwise than for the
benefit of the Company.  After the
Employees term of employment, the Employee shall not use or permit others to
use any Documents or Property.  This
Section 6.2 and Section 6.1 shall not be construed to unreasonably restrict the
Employees ability to disclose Proprietary Information in an arbitration or
court proceeding regarding the assertion of, or defense against, any claim of
breach of this Agreement.  6.3Non-Competition. During
the Non-Competition Period (as defined below), the Employee will not and will
not permit any of his Affiliates to anywhere in the Territory (as defined
below) engage or participate in, directly or indirectly, alone or as principal,
agent, employee, employer, consultant, investor or partner of, or assist in the
management of, or provide advisory or other services to, or own any stock or
any other ownership interest in, or make any financial investment in, any
business or entity which is Competitive with the Company (as defined below); provided,
however, that the ownership of not more than two percent (2%) of the
outstanding securities of any class of  11


securities listed on a national exchange or
inter-dealer quotation system shall not constitute a violation of this Section
6.3.  For purposes of this Agreement,
a business or entity shall be considered Competitive with the Company
as of any point in time during the Non-Competition Period if it competes with
(A) the products then marketed or sold by the Company and/or any of its Affiliates
and as such products may be improved and/or modified, (B) the services then
marketed, sold or provided by the Company and/or any of its Affiliates and as
such services may be improved and/or modified or (C) the products and/or
services that the Company and/or any of its Affiliates is then actively
developing, designing, marketing, producing or supplying in the future
including, without limitation, the business of providing financial products or
services, including those involving or related to exchange-traded derivatives,
managed futures, prime brokerage services, fixed income securities, foreign
exchange, equities, over-the-counter derivatives and asset management of
structured products related to the Companys core business.  For purposes of this Agreement, the Non-Competition
Period shall mean the period commencing on the date of this Agreement and
ending eighteen (18) months after the date of termination of the Employees
employment with the Company.  For
purposes of this Agreement, Territory shall mean the States of New
York and Illinois and every other State or foreign country where the Company
and/or any of its Affiliates maintains employees, owns or leases property or
otherwise conducts business during the Non-Competition Period.  6.4Non-Solicitation and No-Hire Restrictions.  During
the Non-Competition Period, the Employee will not and will not permit any of
his Affiliates (i) solicit, or attempt to solicit any officer, director,
consultant or executive of the Company or any of its Affiliates (each such
individual, a Company Affiliate) to leave his or her engagement with
the Company or such Affiliate, (ii) hire any Company Affiliate or (iii) call
upon, solicit, divert or attempt to solicit or divert from the Company or any
of its Affiliates any of their customers or suppliers or potential or
prospective customers or suppliers of whom the Employee was aware were
potential customers prior to or during the Employees term of employment in any
manner that harms or interferes with such persons relationship with the
Company; provided, however, that nothing in this Section 6.4
shall be deemed to prohibit the Employee from calling upon or soliciting a
customer or supplier of the Company or any Affiliate during the Non-Competition
Period if such action relates solely to a business which is not Competitive
with the Company; provided, further, that nothing in this Section
6.4 shall be deemed to prohibit the Employee from (A) soliciting or hiring
any Company Affiliate if such Company Affiliate is a member of the Employees
immediate family; (B) placing advertisements in newspapers or other media of
general circulation advertising employment opportunities; and (C) hiring any
Company Affiliate who responds to such advertisements without any prior notice
thereof by the Employee; provided that such Company Affiliate was not otherwise
solicited by the Employee or any of his Affiliates in violation of this
Agreement.  6.5No Disparagement.  Each
of the Company and the Employee covenants and agrees that during the Non-Competition
Period, such party will not, directly or indirectly, either in writing or by
any other medium, make any disparaging, derogatory or negative statement,
comment or remark about the other party or any of its  12


Affiliates, or Thomas H. Lee Partners or any of
its Affiliates, or any of their respective officers, directors, employees,
Affiliates, subsidiaries, successors and assigns, as the case may be; provided,
however, that either party may make such statements, comments or remarks as are
necessary to comply with law.  6.6Further Assurances.  The
Employee will not circumvent the purpose of any restriction contained in this Section
6 by engaging in business outside the Territory through remote means such
as telephone, correspondence or computerized communication.  7.Definitions.  The following terms shall
have the meanings ascribed below:  Affiliate of any particular Person means
any other Person controlling, controlled by or under common control with such
particular Person or, with respect to any individual, such individuals spouse
and descendants (whether natural or adopted) and any trust, partnership,
limited liability company or similar vehicle established and maintained solely
for the benefit of (or the sole members or partners of which are) such
individual, such individuals spouse and/or such individuals descendants.  Board means the Board of Managers of the
Company.  Change of Controlshall mean the
consummation of a transaction, whether in a single transaction or in a series
of related transactions that are consummated contemporaneously (or consummated
pursuant to contemporaneous agreements), with any other party or parties, other
than an Affiliate of THL or an Affiliate of Phillip Bennett, on an arms-length
basis, pursuant to which (a) a party or group (as defined under Rule 13d under the Securities Exchange Act of 1934,
as amended) who is not a unitholder of the Company on the Effective Date,
acquires, directly or indirectly (whether by merger, stock purchase,
recapitalization, reorganization, redemption, issuance of capital stock or
otherwise), more than 50% of the voting power of the Company or otherwise
becomes entitled to designate a majority of the members of the Companys Board
of Managers, or (b) such party or parties, directly or indirectly, acquire
assets constituting all or substantially all of the assets of the Company and
its subsidiaries on a consolidated basis.  Class A Common Units means the Companys
Class A Common Units.  Class B Common Units has the meaning set
forth in Section 1(a) hereof.  Code shall mean the Internal Revenue Code
of 1986, as amended.  Credit Agreement shall mean the Credit
Agreement made as of July     , 2004, between Refco Finance
Holdings LLC, a Delaware limited liability company, Refco Group Ltd., LLC, a
Delaware limited liability company, each lender from time to time party
thereto, Banc of America Securities LLC, Credit Suisse First Boston, acting  13


through its Cayman Islands Branch, and Deutsche Bank
Securities Inc., as co-lead arrangers and joint book running managers,
Credit Suisse First Boston, acting through its Cayman Islands Branch, as
Syndication Agent, Deutsche Bank Securities Inc., as Documentation Agent, and
Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer, as may be amended, supplemented or otherwise modified in accordance
with its terms.   EBITDA has the meaning set forth in the Securityholders
Agreement.  Employee Units has the meaning set forth in
Section 1(a) hereof.  The
Employee Units will continue to be Employee Units in the hands of any holder
other than the Employee (except for the Company and except for transferees in a
public sale) and, except as otherwise provided herein, each such other holder
of the Employee Units will succeed to all rights and obligations attributable
to the Employee as a holder of the Employee Units hereunder.  The Employee Units will also include equity
interests of the Company issued with respect to the Employee Units by way of an
equity split, dividend of equity or other recapitalization.  Fair Market Value shall be determined by
the Board based on methods consistently applied in good faith.  Upon such determination, the Company shall
promptly provide the Employee with notice of the Fair Market Value so
determined (the Board Notice).  Financing Default
means any event of default or breach under the Credit Agreement.  Measurement Date shall mean, for any Measurement
Year, the date following the end of such Measurement Year upon which the
Company shall have received its audited financial statements for such
Measurement Year, beginning with the Measurement Year ending February 28,
2005.  Person shall be construed broadly and shall
include, without limitation, an individual, a partnership, an investment fund,
a limited liability company, a corporation, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.  Representative means, with respect to the
deceased Employee, the duly appointed, qualified and acting personal
representative (or personal representatives collectively) of the estate of the
deceased Employee (or portion of such estate that includes Employee Units),
whether such personal representative holds the position of executor,
administrator or other similar position qualified to act on behalf of such
estate.  Securities Act means the Securities Act of
1933, as amended, or any successor federal law then in force.  14


Securityholders Agreement means the
Securityholders Agreement dated       July, 2004 between the Company and certain securityholders
of the Company, as amended, modified or supplemented from time to time.  THL means Thomas H. Lee Equity Fund V,
L.P., a Delaware limited partnership, and its Affiliates.  Transfer means the sale, transfer,
assignment, pledge or other disposal (whether with or without consideration and
whether voluntarily or involuntarily or by operation of law) of any Employee Units.  8.General Provisions.  (a)Severability.  The
parties agree that each provision herein shall be treated as a separate and
independent clause, and the unenforceability of any one clause shall in no way
impair the enforceability of any other clauses of this Agreement.  If any one or more provisions of this
Agreement is held to be invalid or unenforceable for any reason, including due
to being overbroad in scope activity, subject or otherwise: (i) this Agreement
shall be considered divisible; (ii) such provision shall be deemed inoperative
to the extent it is deemed invalid or unenforceable; and (iii) in all other respects
this Agreement shall remain full force and effect; provided, however, that if
any such provision maybe made valid or enforceable by limitation thereof, then
such provision shall be deemed to be so limited and shall be valid and/or
enforceable to the maximum extent permitted by applicable law.  (b)Entire Agreement.  This
Agreement and the Securityholders Agreementconstitute the
entire agreement and understanding of the parties hereto concerning the subject
matter hereof and from and after the date of this Agreement, this Agreement
shall supersede any other prior negotiations, discussions, writings, agreements
or understandings, both written and oral, between the parties with respect to
such subject matter.  (c)Counterparts. 
This Agreement may be executed in separate counterparts, each of which
is deemed to be an original and all of which taken together constitute one and
the same agreement.  (d)Successors and Assigns.  (i)This Agreement is personal to the
Employee and without the prior written consent of the Company shall not be
assignable by the Employee.  This
Agreement shall inure to the benefit of and shall be enforceable by the
Employee and the Employees legal representatives.  (ii)This Agreement shall inure to the benefit
of and be binding upon the Company and its successors and assigns.  15


(iii)Nothing in this Agreement, express or
implied, is intended to or shall confer upon any person other than the parties
hereto, and their respective heirs, legal representatives, successors, and
permitted assigns, any rights, benefits, or remedies of any nature whatsoever
under or by reason of this Agreement.  (e)Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the law of any jurisdiction
other than the State of New York.  (f)Remedies.  Each of the
parties to this Agreement and any such Person granted rights hereunder whether
or not such Person is a signatory hereto shall be entitled to enforce its
rights under this Agreement specifically to recover damages and costs
(including reasonable attorneys fees) for any breach of any provision of this
Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that any party and any such Person granted rights hereunder
whether or not such Person is a signatory hereto may in its sole discretion
apply to any court of law or equity of competent jurisdiction for specific performance
and/or other injunctive relief (without posting any bond or deposit) in order
to enforce or prevent any violations of the provisions of this Agreement.  (g)Amendment and Waiver. 
The provisions of this Agreement may be amended and waived only with the
prior written consent of the Company and the Employee and no course of conduct
or failure or delay in enforcing the provisions of this Agreement shall be
construed as a waiver of such provisions or affect the validity, binding effect
or enforceability of this Agreement or any provision hereof.  (h)Notices.  Any notice
provided for in this Agreement must be in writing and must be either personally
delivered, transmitted via facsimile, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
service (charges prepaid) to the recipient at the address below indicated or at
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.  Notices will be deemed to have been given
hereunder and received when delivered personally, when received if transmitted
via facsimile, five (5) days after deposit in the U.S. mail and one (1) day
after deposit with a reputable overnight courier service.  If
to the Company, to:  New
Refco Group Ltd., LLC c/o
Refco Group Ltd., LLC One
World Financial Center 200
Liberty Street New
York, NY 10281 Attention:  Chief Financial Officer and General Counsel  16


With a copy to:Thomas H. Lee Partners, L.P.100 Federal Street, 35th FloorBoston, MA 02110Attention:
  Scott A. SchoenScott JaeckelGeorge Taylor  If
to the Employee, to the address set forth underneath the Employees name on the
signature pages hereto.  (i)Business Days. 
If any time period for giving notice or taking action hereunder expires
on a day which is a Saturday, Sunday or holiday in the state in which the
Companys chief executive office is located, the time period for giving notice
or taking action shall be automatically extended to the business day
immediately following such Saturday, Sunday or holiday.  (j)Survival of Representations, Warranties
and Agreements.  All representations, warranties and
agreements contained herein shall survive the consummation of the transactions
contemplated hereby and the termination of this Agreement indefinitely.  (k)Descriptive Headings. 
The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part of this Agreement.  (l)Construction. 
Where specific language is used to clarify by example a general
statement contained herein, such specific language shall not be deemed to
modify, limit or restrict in any manner the construction of the general statement
to which it relates.  The language used
in this Agreement shall be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction shall be
applied against any party.  (m)WAIVER OF JURY TRIAL. 
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT.  (n)Nouns and Pronouns. 
Whenever the context may require, any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural and vice versa.   [SIGNATURE
PAGE FOLLOWS]  17


IN
WITNESS WHEREOF, the parties hereto have executed this Restricted Unit
Agreement as of the date first written above.  NEW
  REFCO GROUP LTD, LLCBy:
  /s/
  PHILLIP R. BENNETTPhillip
  R. BennettChief
  Executive Officer and President


EMPLOYEE:Gerald
  M. ShererPrint
  Name/s/
  GERALD M. SHERERSignatureAddress:
  333
  Central Park West #81New
  York, NY 10025Number
  of Employee Units Received690,000