Form of Group Insurance Services Agreement



 Exhibit 10.14 
  

			
	

	  	CLIFFORD CHANCE LLP
		  	

 MAN GROUP PLC 
 AND 
 MF GLOBAL LTD 
  

 TRANSITIONAL SERVICES AGREEMENT - 
 FOR INSURANCE SERVICES BY MAN GROUP PLC 
  








 CONTENTS 
  

					
	Clause	  	Page
			
	1.	  	Interpretation	  	1
			
	2.	  	Condition Precedent, Commencement, Term And Extension	  	4
			
	3.	  	Services - Scope, Standards, Form And Changes	  	6
			
	4.	  	IT, IP And Third Party Consents	  	7
			
	5.	  	Exit Planning	  	9
			
	6.	  	MF Global Requirements And MGP Relief	  	10
			
	7.	  	Fees And VAT	  	11
			
	8.	  	Contract Management	  	12
			
	9.	  	Termination	  	12
			
	10.	  	Consequences Of Termination	  	14
			
	11.	  	Change Control Procedure	  	16
			
	12.	  	Liability	  	17
			
	13.	  	Force Majeure	  	18
			
	14.	  	Audit Rights	  	19
			
	15.	  	Data Protection And Regulatory Matters	  	19
			
	16.	  	Third Parties’ Rights And Liability	  	19
			
	17.	  	Disputes And Arbitration	  	20
			
	18.	  	General	  	20
		
	SCHEDULE 1      SERVICES SCHEDULE	  	25








 This Agreement is made on
                     2007 
 BETWEEN:

  

	(1)	MAN GROUP PLC, a company incorporated under the laws of England, whose registered office is at Sugar Quay, Lower Thames Street, London, EC3R 6DU (Registered in England No.
2921462) (“MGP”); and 

  

	(2)	MF GLOBAL LTD, a company incorporated under the laws of Bermuda, whose registered office is at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda (Registered in Bermuda
No. 39998) (“MF Global”). 

 WHEREAS: 
  

	(A)	Pursuant to an agreement (the “Master Separation Agreement”) dated on or about the date of this Agreement between MGP and MF Global, the parties agreed to the
Separation in relation to the IPO of MF Global (as each term is defined in the Master Separation Agreement). 

  

	(B)	MF Global requires certain Services (specified in the Services Schedule) to be provided to it and other Affiliates of MF Global on a transitional basis on and following the date of
the IPO on the terms of this Agreement. MGP has agreed to provide or procure the provision of these Services on the terms of this Agreement. 

  

	(C)	In addition, MF Global requires assistance from MGP in transitioning its business off the Services during the term of this Agreement and related data migration. MGP has agreed to
provide such assistance as more fully described in this Agreement. 

  

	1.	INTERPRETATION 

  

	1.1	In this Agreement, the following capitalised terms shall have the following meanings, unless otherwise indicated. 

 “Affiliate” means, in relation to a party, any company, partnership or other entity which from time to time Controls, is Controlled by or
is under the common Control with that party. For the purposes of this Agreement, (a) MF Global and its Controlled Affiliates shall not be deemed to be Affiliates of MGP and (b) MGP and its Controlled Affiliates shall not be deemed to be
Affiliates of MF Global. 
 “Agreement” means the terms of this agreement, including any Schedules. 
 “Business” means the businesses operated by MF Global and its Affiliates as at the Effective Date and as reasonably expanded from time to
time. 
 “Change” has the meaning given to it in clause 11. 
 “Change Control Procedures” means the procedures by which changes may be made to one or more of the Services, as set out in clause 11.

 “Contract Manager” has the meaning given to it in clause 8. 
  

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 “Control” means the beneficial ownership of more than 50 per cent of the issued
share capital, or the legal power to direct or cause the direction of the general management, of the company, partnership or other person in question, and “Controlled” shall be construed accordingly. 
 “Data Protection Laws” means any legislation in force from time to time which implements the Data Protection Directives and is applicable
to the provision of the Services pursuant to this agreement, including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426). 
 “Effective Date” means the “IPO Date” as defined in the Master Separation Agreement. 
 “Fees” means the fees, costs and expenses to be paid by MF Global for the Services as set out in the Services Schedule. 
 “IPO” has the meaning given to it in the Master Separation Agreement. 
 “Intellectual Property Rights” means all intellectual property rights in any part of the world and shall include: patents (including
supplementary protection certificates), utility models, rights in inventions, registered and unregistered trade and service marks, rights in business and trade names and get-up, rights in domain names, registered designs, unregistered rights in
designs, semiconductor and topography rights, copyrights and neighbouring rights, database rights and in each case rights of a similar or corresponding character and all applications and rights to apply for the protection of any of the foregoing.

 “IT System” means the information technology systems owned or used by a party in connection with its business, excluding
that party’s own software, data and Third Party Software. 
 “Master Separation Agreement” has the meaning given to it
in the recitals. 
 “MF Global Requirement” has the meaning given to it in clause 6. 
 “MF Global Data” means any of the data and/or databases provided by MF Global and/or an Affiliate of MF Global to MGP and/or an Affiliate
of MGP in connection with the provision of the Services, including any such data as MGP and/or an Affiliate may incorporate in its databases. 
 “MF Global Software” means the software in which MF Global and/or an Affiliate of MF Global owns the Intellectual Property Rights and used by MF Global, MGP and/or any of their Affiliates in connection with the provision of
the Services. 
 “MGP Data” means any of the data and/or databases provided to a Service Recipient by MGP and/or an Affiliate
of MGP in connection with the provision of the Services, including any such data as the Service Recipient may incorporate in its databases. 
  

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 “MGP Software” means the software in which MGP and/or an Affiliate of MGP owns the
Intellectual Property Rights and used by MGP and/or an Affiliate of MGP in connection with the provision of the Services. 
 “Personal
Data” shall have the meaning ascribed to it in the Data Protection Law, as shall the terms “data subject”, “processing” and “processed”. 
 “Separation” has the meaning given to it in the Master Separation Agreement. 
 “Service Recipient” means, in relation to a Service, MF Global and/or MF Global’s Affiliates, who are or will be operating a
Business which was provided with a service equivalent to the Service, or provided a service equivalent to the Service, in the ordinary course of that Business in the 12 months prior to the Effective Date. 
 “Service Term” means, in respect of each Service, the period for which that Service will be provided, as set out in the Services
Schedule, and any extension to such period in accordance with clause 2. 
 “Services” means the services to be provided or
procured by MGP for the benefit of the relevant Service Recipient, as more fully set out in the Services Schedule. 
 “Services
Schedule” means Schedule 1 and Schedule 2. 
 “Tax Authority” means any government, state or municipality, or any
local, state, federal or other authority, body or official, anywhere in the world, capable of exercising a fiscal, revenue, customs or excise function. 
 “Third Party Software” means software the Intellectual Property Rights in which are owned by a third party and which is used in respect of the provision of the Services. 
 “TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006. 
 “VAT” means: 
  

	 	(a)	any tax imposed in conformity with the European Council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to
the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and regulations supplemental thereto); and 

  

	 	(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (a), or elsewhere
in any other country or jurisdiction. 

  

	1.2	In this Agreement words importing the singular include the plural and vice versa and words importing gender include any other gender. 

  

	1.3	The headings of clauses are for ease of reference and shall not affect the construction of this Agreement. 

  

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	1.4	Any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision which is in force at the date of this Agreement.


  

	1.5	Any reference to a statute or statutory provision shall include such statute or provision as from time to time modified, re-enacted or consolidated whether before or after the date
of this Agreement. 

  

	1.6	The words “include”, “includes” and “including” and any words following them shall be construed without limitation to the
generality of any preceding words or concepts and vice versa. 

  

	1.7	In this Agreement, unless the context otherwise requires, a reference to a person or party shall, at any time when such person or party is treated as a member of a group for VAT
purposes, include (where appropriate) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). 

  

	1.8	In the event of an inconsistency between the terms of a Schedule to this Agreement and the other terms of this Agreement, the terms of the Schedule shall have precedence.


  

	2.	CONDITION PRECEDENT, COMMENCEMENT, TERM AND EXTENSION 

  

	2.1	Conditions Precedent 

  

	 	2.1.1 	With the exception of this clause 2.1 and clauses 17 (Disputes and Arbitration) and 18 (General) (which will become effective on the date of signature of this
Agreement), the remainder of this Agreement will only take effect if, and is conditional on, the following conditions being satisfied: 

  

	 	(a)	the IPO occurs by 30 June 2008; and 

  

	 	(b)	MGP having received the relevant authorisations from the Financial Services Authority to provide any one or more of the Services to MF Global by the Effective Date, provided however
that MGP shall use its reasonable endeavours to obtain such relevant authorisations from the Financial Services Authority. 

  

	 	2.1.2 	If the foregoing condition under clause 2.1.1(a) does not occur by 30 June 2008 (or such later date as the parties may agree in writing), this Agreement will terminate
automatically. 

  

	 	2.1.3 	With respect to the foregoing condition under clause 2.1.1(b), if MGP has not obtained the relevant authorisation from the Financial Services Authority to provide any Service by the
Effective Date, MGP will not be responsible nor liable for providing: 

  

	 	(a)	that Service; and 

  

	 	(b)	any other Service which requires or depends on MGP providing one or more other Services that will not be provided pursuant to the foregoing paragraph (a) (notwithstanding that
MGP may have obtained authorisation for such other Service), 

  

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 and this Agreement with respect to all such Service(s) will terminate automatically on the Effective
Date. 
  

	2.2	Commencement 

 Subject to clause 2.1, MGP will
commence providing the Services on the Effective Date. 
  

	2.3	Term 

  

	 	2.3.1 	Each Service will be provided for the duration of the Service Term (subject to earlier termination in accordance with this Agreement) and will lapse automatically thereafter, unless
the parties agree to extend the duration of any Service pursuant to this clause 2. 

  

	 	2.3.2 	This Agreement will terminate automatically on the earlier of the following events: 

  

	 	(a)	when MGP has ceased providing the last of the Services; 

  

	 	(b)	on the expiry of the Service Term (including any extension of the Service Term); or 

  

	 	(c)	on the termination of this Agreement in accordance with its terms. 

  

	2.4	Extension 

  

	 	2.4.1 	If MF Global wishes to extend the initial Service Term of a Service (including any agreed extension period in respect of a Service), then MF Global must give MGP notice of this at
least 6 months prior to the expiration of the then-current Service Term (including any agreed extension period). MGP may agree (but is not obliged) to continue to provide the relevant Service(s) for an extended period following the expiry of the
then-current Service Term. MGP will notify MF Global in writing within 7 days after receipt of MF Global’s request whether it wishes to continue to provide such service, subject to clause 2.4.2. 

  

	 	2.4.2 	Any extension of the then-current Service Term will be subject to the parties reaching agreement on the terms on which MGP will continue to provide those Services (including the
extension period) prior to the expiry of the then-current Service Term. The Change Control Procedures do not apply to extensions of the Service Term under this clause 2. 

  

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	3.	SERVICES - SCOPE, STANDARDS, FORM AND CHANGES 

  

	3.1	Services Scope and Location 

  

	 	3.1.1 	In consideration of the relevant Fees to be paid by MF Global under this Agreement, MGP shall provide the Services to the relevant Service Recipients in accordance with the terms
and conditions of this Agreement. 

  

	 	3.1.2 	MGP is to provide the Services on a global basis from MGP’s central London-based Group Insurance function. 

  

	 	3.1.3 	MF Global shall ensure that the Service Recipients comply with the provisions of this Agreement (other than payment provisions) as if they were party to it, and shall be responsible
to MGP for any failure by any of the Service Recipients so to comply. 

  

	3.2	Service Standards 

  

	 	3.2.1 	Subject to clause 3.2.3, the Services will be provided to the same standard, quality and extent to which they have ordinarily been provided by MGP to the relevant MF Global
Affiliate during the 12 months prior to the Effective Date. 

  

	 	3.2.2 	MGP will provide the Services with the same skill and care employed by it in the 12 months prior to the Effective Date in respect of the provision of those Services to the relevant
MF Global Affiliate, and in compliance with the laws and regulations that apply to it as a provider (not a recipient) of the Services. 

  

	 	3.2.3 	Where the Services consist of services which were not previously provided by MGP in the ordinary course of its business, those Services shall be provided with reasonable skill and
care and to a standard consistent with prevailing industry practice. 

  

	3.3	Form and Function of Services 

  

	 	3.3.1 	The Services shall, in all material respects, be the same in form and function as the equivalent services provided by MGP to the relevant MF Global Affiliate in the 12 months prior
to the Effective Date. 

  

	 	3.3.2 	Where the Services consist of services which were not previously provided in the ordinary course of MGP’s business, the form and function of those Services will be as set out
in the Services Schedule. 

  

	3.4	Change in Services 

 If MF Global requires any
additional services or any change in the Services (including any increased functionality not contemplated by the standards and requirements referred to in this clause 3) then this may be requested through the Change Control Procedures. MGP shall be
under no obligation to provide such additional services and/or changes to the Services except to the extent otherwise provided for in the Change Control Procedures. 
  

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	3.5	Change in Scope of the Services 

 The Services will
only be provided, and may only be used, for the benefit of the Business and for no other purpose. However, if MF Global expands or changes its Business activities, or diversifies beyond or narrows the scope of the Business, after the Effective Date
and such changes require the Services to be materially varied or extended to cover such change in or addition to the Business activities, MF Global will have to request and agree to the relevant variation to the Services under the Change Control
Procedures. For the avoidance of doubt, MGP is not obliged to make any such material variation or extension to the Services in respect of such change or addition to the Business activities. 
  

	4.	IT, IP AND THIRD PARTY CONSENTS 

  

	4.1	Intellectual property rights 

  

	 	4.1.1 	MGP will retain all Intellectual Property Rights in any material developed by it in connection with this Agreement or the performance of the Services. MGP will grant to MF Global a
royalty-free and perpetual licence to use such Intellectual Property Rights (excluding any Intellectual Property Rights which are developed and owned by a third party, unless MGP has sub-licensing rights) for its internal business purposes only.


  

	 	4.1.2 	Subject to the terms of this clause 4, MGP is only required to utilise its and/or MF Global’s existing systems and Intellectual Property Rights to provide the Services.


  

	 	4.1.3 	Unless otherwise agreed through the Change Control Procedures, MGP is not required to commit to any further development of the systems of MGP, MF Global or any of their Affiliates
for the provision of the Services. 

  

	 	4.1.4 	If MGP agrees to develop any particular Intellectual Property Rights at MF Global’s request pursuant to the Change Control Procedures, then MGP will grant to MF Global a
royalty-free and perpetual licence to use such Intellectual Property Rights for its internal business purposes. 

  

	4.2	Licence to use MGP Software and Data 

 If necessary
and where relevant, MGP shall grant to and/procure for each relevant Service Recipient: 
  

	 	4.2.1 	a personal, non-exclusive, non-transferable licence to use the MGP Software for the Service Term, and solely to the extent necessary to receive the benefit of the Services; and


  

	 	4.2.2 	a personal, non-exclusive, non-transferable licence to use the MGP Data for the Service Term, and solely to the extent necessary to receive the benefit of the Services.


  

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	4.3	Licence to use MF Global Software and Data 

 If
necessary and where relevant, MF Global shall grant to and/procure for MGP and/or its Affiliates: 
  

	 	4.3.1 	a personal, non-exclusive, non-transferable licence to use the MF Global Software for the Service Term, and solely to the extent necessary to provide the benefit of the Services;
and 

  

	 	4.3.2 	a personal, non-exclusive, non-transferable licence to use the MF Global Data for the Service Term, and solely to the extent necessary to provide the benefit of the Services.


 Such licences will terminate with the expiry or earlier termination of the Agreement. 
  

	4.4	Third Party Software 

  

	 	4.4.1 	MGP will consult with MF Global on the relevant licences for Third Party Software, and the terms applicable to such licences, which may be necessary for MF Global to receive the
Services from MGP. 

  

	 	4.4.2 	Subject to receiving any necessary third party consents or licences, MGP will use reasonable endeavours to grant, or procure, relevant licences (on a royalty-free and perpetual
basis) for the relevant Service Recipients to use the Third Party Software which are necessary to permit the Service Recipients to use or receive a Service. This requirement excludes any licences for Third Party Software which MF Global is required
to obtain as an MF Global Requirement. 

  

	 	4.4.3 	Subject to MF Global’s prior consent (and provided such consent is not unreasonably withheld), MF Global agrees to accept the licences provided or procured on the terms granted
or procured by MGP under this clause 4.4, including payment of commercial licence fees, unless otherwise agreed. 

  

	4.5	Third Party Consents 

  

	 	4.5.1 	Subject to clause 4.4, to the extent that the consent of a third party is required to allow MGP to provide any of the Services under this Agreement, MGP will use reasonable
endeavours to obtain that consent at MGP’s cost. 

  

	 	4.5.2 	If, despite having used reasonable endeavours pursuant to clause 4.5.1, any required third party consent is not obtained or a third party requires MGP to cease using any items
and/or services made available to MGP in the provision of Services to a Service Recipient, MGP will be relieved from providing the Services to the extent that it is not able to do so as a result of the third party refusal to provide consent.


  

	 	4.5.3 	In the event a relevant third party consent cannot be obtained and MGP cannot provide a Service pursuant to this clause 4.5: 

  

	 	(a)	MF Global is not required to pay for such Service; and 

  

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	 	(b)	MGP is not obliged to vary or extend its Services; and 

  

	 	(c)	MF Global may request a variation to the Services (including the use of an alternative IT systems) in accordance with the Change Control Procedures. 

  

	4.6	Licence to use Software and Data following Service Term expiry 

 If MF Global identifies any MGP Software and/or MGP Data which any Service Recipient requires the continued use of following the cessation of any of the Services, the following terms apply: 
  

	 	4.6.1 	MF Global shall notify MGP thereof in writing within a reasonable period in advance of the expiration of the relevant Service Term; and 

  

	 	4.6.2 	MGP may (but is not obliged to) continue to provide the relevant MGP Software and/or MGP Data following the expiry of the Service Term, subject to the parties reaching agreement on
the terms of such use (which may include the payment of royalties or other fees). 

  

	4.7	Access to IT Systems and Security 

  

	 	4.7.1 	Neither party shall (except to the extent expressly permitted to do so by this Agreement) attempt to obtain access to, use or interfere with any IT Systems or data used or processed
by the other party except to the extent required to do so to receive (in the case of a Service Recipient) or provide the Services, including complying with any relevant requirements set out in the Services Schedule. 

  

	 	4.7.2 	Each party shall ensure, and shall procure each of its relevant Affiliates to ensure, that reasonable security measures are maintained to protect its IT Systems from unauthorised
access by third parties, and in particular from disruption by any computer software routine intended or designed to (i) procure access or use of the IT System by a third person, or (ii) disable, damage or erase, or disrupt or impair the
normal operation of information technology systems, including “back door”, “time bomb”, “Trojan Horse”, “worm”, “drop dead device”, “virus” or other. 

  

	 	4.7.3 	Each party shall at all times abide by, and procure all its employees, contractors and agents to abide at all times by, any access and security protocol and/or policy required by
the other party when accessing the other party’s IT network and/or physical premises. 

  

	5.	EXIT PLANNING 

  

	5.1	MF Global responsibility 

 MF Global acknowledges
and agrees that: 
  

	 	5.1.1 	this Agreement is a transitional arrangement under which MGP will support the Business operated by MF Global and its Affiliates only, by providing the Services for a limited period
of time; and 

  

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	 	5.1.2 	MF Global and its relevant Affiliates will be responsible for obtaining services to replace each of the Services upon the earlier termination or expiration of the relevant Service
Term. 

  

	5.2	MGP responsibility 

  

	 	5.2.1 	To assist MF Global’s exit from this Agreement, MGP shall transfer to MF Global, at such time as MF Global may reasonably require, all data and documents maintained or
generated by MGP in the course of providing the Services to the extent that the same relate substantially to MF Global and/or other Service Recipients and/or the Business of MF Global and its Affiliates (subject to MGP’s business and
confidentiality constraints). Such data and documents shall be transferred in the format that they have been maintained by MGP; if MF Global requires the same to be converted into another format, MF Global may request the same through the Change
Control Procedures. MGP may retain a reasonable number of copies of such data and documents for its own internal, regulatory compliance or legal purposes (in which case, for clarity, the confidentiality obligations set out in this Agreement will
continue to apply to those data and documents to the extent that such data and documents relate to MF Global). 

  

	 	5.2.2 	Other than as provided under this clause 5, MGP will only be required to provide assistance to MF Global in relation to the exit from this Agreement if it has agreed to provide such
assistance in writing and on such terms as it may prescribe at the time of agreeing the same (which may include without limitation reimbursement of its costs and expenses). 

  

	6.	MF GLOBAL REQUIREMENTS AND MGP RELIEF 

  

	6.1	MF Global Requirements 

 MF Global will, and will
procure that its relevant Affiliates will, do each of the following (each an “MF Global Requirement”): 
  

	 	6.1.1 	fulfil its specific requirements in connection with the Services as set out in the Services Schedule; 

  

	 	6.1.2 	on reasonable notice, give MGP or its agents reasonable access to facilities, systems, premises and/or staff of MF Global (or of the relevant Affiliate); and


  

	 	6.1.3 	promptly provide MGP or its agent with sufficient information and assistance reasonably required to enable MGP to perform its obligations under this Agreement (including copies of
documents and data), all in a timely manner to enable MGP to provide the Services in accordance with this Agreement and to comply with its legal and regulatory obligations. 

  

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	6.2	MGP Relief 

  

	 	6.2.1 	MGP will not be liable for any failure to provide the Services to the extent that the failure is caused by a failure by MF Global (or the relevant MF Global Affiliate) to comply in
a timely manner with any of the MF Global Requirements (including any failure to do so which is excused by the force majeure provisions of this Agreement). 

  

	 	6.2.2 	Subject to the terms of this Agreement, for the avoidance of doubt, MGP will not be relieved from providing the Services where MF Global (or the relevant MF Global Affiliate)
complies with all relevant MF Global Requirements in a timely manner. 

  

	7.	FEES AND VAT 

  

	7.1	Fees and costs 

  

	 	7.1.1 	MF Global will pay MGP the relevant Fee per Service for the provision of that Service, as set out more fully in the Services Schedule. 

  

	 	7.1.2 	All Fees shall be invoiced on a monthly basis (with a detailed statement of the time, date and description of the Services performed) and shall be payable within 30 days from the
date of the invoice. For the avoidance of doubt, MGP may include recoverable costs and expenses incurred in a previous month in an invoice relating to a future month (without double-counting). 

  

	7.2	Late Payment 

 Late payments of Fees will attract
additional interest payments of 2% per annum above the then-current base lending rate of Barclays Bank plc per month, accruing from the first business day following the day on which payment is due until the date of actual payment. 

 

	7.3	VAT 

  

	 	7.3.1 	All sums set out in this Agreement or otherwise payable by any party to any other party pursuant to this Agreement shall be deemed to be exclusive of any VAT which is chargeable on
the supply or supplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes. 

  

	 	7.3.2 	Where, pursuant to the terms of this Agreement, any party (or any Affiliate of any party) (the “Supplier”) makes a supply to any other party (or any Affiliate of
any party) (the “Recipient”) for VAT purposes and VAT is or becomes chargeable on such supply (being VAT for which the Supplier is required to account to any relevant Tax Authority), the Recipient shall, subject to the receipt of a
valid VAT invoice in respect of such supply, pay to the Supplier (in addition to any at the same time as any other consideration for such supply) a sum equal to the amount of such VAT. 

  

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	 	7.3.3 	References in this Agreement to any cost or expense incurred by any party and in respect of which such party is to be reimbursed or indemnified by any other party under the terms of
this Agreement, or the amount of which is to be taken into account in any calculation or computation set out in this Agreement, shall include such part of such cost or expense as represents any VAT but only to the extent that such first party is not
entitled to credit or repayment in respect of such VAT from any relevant Tax Authority. 

  

	8.	CONTRACT MANAGEMENT 

  

	8.1	The parties will each appoint the person indicated as its “Primary Recipient” in clause 18.3 (Notices) as its contract manager (“Contract
Manager”) who, as of the date of this Agreement, will be responsible for all matters in relation to this Agreement on the behalf of that party. A Contract Manager may be replaced by the party appointing it. Each party must provide written
notice of any change in a Contract Manager to the other party no later than the date of such change. 

  

	8.2	The parties will ensure that the Contract Managers will meet at least once a month to discuss any matters relating to this Agreement and to monitor progress of MF Global’s exit
planning. 

  

	8.3	Each party’s Contract Manager will be authorised to make decisions for that party and such decisions will be binding on that party. 

  

	9.	TERMINATION 

  

	9.1	Termination by MF Global for convenience 

  

	 	9.1.1 	MF Global may terminate any and all Service(s) for convenience at any time, subject to 30 days’ notice. 

  

	 	9.1.2 	MGP will on receipt of such a notice inform MF Global as soon as may be practicable, but no later than 10 business days after the receipt of such notice, of the effect that the
termination of the relevant Service will have on the remainder of this Agreement (which may include, without limitation, the inability to provide any of the other Services or changes in the Fees). Any costs or changes in the Fees determined by MGP
to be payable by MF Global for the early termination of this Agreement under this clause 9.1 are to be reasonably substantiated by reference to calculations and objective data. 

  

	 	9.1.3 	MGP and MF Global agree to each use commercially reasonable endeavours to minimise the impact of any termination of a Service on the remainder of this Agreement.


  

	 	9.1.4 	 If MF Global accepts the effects of the termination of a Service on this Agreement as identified by MGP in its notice to MF Global, this Agreement 



  

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will be amended and terminated in accordance with that notice. If MF Global rejects, or does not accept, such effects of the termination of a Service in
writing (which must be notified within 5 business days after the date of the notice from MGP), MF Global will be deemed to have withdrawn its notice of termination of the relevant Service, and the terms of this Agreement shall continue in effect.



  

	9.2	Termination by MF Global for cause 

 MF Global may
terminate the entire Agreement immediately in its entirety in respect of all the Services or any part of the Services (at its determination): 
  

	 	9.2.1 	for a material breach by MGP which is not capable of being remedied or, in the case of a material breach capable of being remedied, if such material breach has not been remedied
within 30 days from the date of written notice requiring it to do so; 

  

	 	9.2.2 	for insolvency of MGP; or 

  

	 	9.2.3 	if MF Global is required to terminate this Agreement by law or regulatory requirement (including where MF Global’s lead financial services regulator requires the same).


  

	9.3	Termination by MGP for cause 

 MGP may terminate
this Agreement immediately in its entirety in respect of all the Services or any part of the Services (at its determination): 
  

	 	9.3.1 	for a material breach by MF Global which is not capable of being remedied or, in the case of a material breach capable of being remedied, if such material breach has not been
remedied within 30 days from the date of written notice requiring it to do so; 

  

	 	9.3.2 	for insolvency of MF Global; 

  

	 	9.3.3 	if MGP is required to terminate this Agreement by law or regulatory requirement (including where MGP’s lead financial services regulator requires the same); or


  

	 	9.3.4 	if MGP loses the relevant authorisation(s) from the Financial Services Authority to provide a Service to MF Global. 

  

	9.4	Termination by MGP for change in control of MF Global 

  

	 	9.4.1 	MGP may terminate the entire Agreement by giving MF Global at least 30 days’ notice if a third party (excluding MGP or any of its Affiliates) acquires Control of MF Global
(whether directly or indirectly) at any time following the IPO. For clarity, the IPO itself will not be considered an acquisition of Control for the purposes of this clause. 

  

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	 	9.4.2 	MGP’s right under this clause 9.4 must be exercised within 30 days of any such acquisition of Control coming to MGP’s attention, following which such right will lapse
automatically and irrevocably. 

  

	10.	CONSEQUENCES OF TERMINATION 

  

	10.1	Obligations on termination 

 On termination of this
Agreement for any reason: 
  

	 	10.1.1 	MGP will stop providing the Services (or in the case of the termination of particular Services only, those Services); 

  

	 	10.1.2 	MF Global will pay all sums which at the date of termination are due and payable to MGP (pro rated where necessary); and 

  

	 	10.1.3 	the parties shall promptly return any Confidential Information (including data and software) of the other party or its Affiliates to its owner (or with the prior written agreement
of the owner of the Confidential Information delete or destroy it). Notwithstanding the foregoing, each party may retain a reasonable number of copies of the other party’s Confidential Information for its own internal, regulatory compliance or
legal purposes, for as long as is necessary for those purposes, and the obligations of confidentiality set out in this Agreement shall continue to apply to the same. 

  

	10.2	Data Access following termination 

 MGP agrees, for
a period of 5 years from the date of this Agreement, to the extent that MGP and/or any of its Affiliates will retain data or business information of MF Global or any of its Affiliates, to provide MF Global with reasonable access (including the right
to take copies) during normal business hours, to such data or business information, subject to the following: 
  

	 	10.2.1 	MF Global gives MGP reasonable notice of such request; 

  

	 	10.2.2 	MF Global reimburses MGP for its reasonable costs in providing such access; and 

  

	 	10.2.3 	MGP will use reasonable endeavours to provide the relevant data/information as soon as reasonably practicable. 

  

	10.3	Survival of terms 

  

	 	10.3.1 	Subject to clause 10.3.2, any term of this Agreement which is expressed or by its nature intended to survive termination of this Agreement, including terms governing liability of
the parties, termination consequences of this Agreement, confidentiality, governing law and dispute resolution, and the interpretation of this Agreement, shall survive termination of this Agreement. 

  

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	 	10.3.2 	The obligations to assist and/or cooperate with MF Global in making an insurance claim under a group insurance policy under the Services Schedule 1 (paragraph (A)(i)(M) and
paragraph (A)(i)(N)) will survive the termination of this Agreement for 5 years on the same terms and conditions of this Agreement. 

  

	10.4	TUPE rights and obligations 

  

	 	10.4.1 	If: 

  

	 	(a)	any employee of MGP asserts or establishes that he or she has become employed by MF Global, any MF Global Affiliate or any replacement provider of the Services (a
“Transferee”), as a result of the termination of this Agreement or the termination of a particular Service or part thereof, and 

  

	 	(b)	the Transferee does not wish to employ such person, 

 then
the Transferee shall within 5 business days of becoming aware of such assertion notify MGP in writing that it does not wish to employ such person (the “Affected Employee”) and MGP shall be given the opportunity (but shall not be
obliged) to offer the Affected Employee re-employment with MGP. If the Transferee fails to notify MGP in writing within this time period then that person will be treated as if he or she had always been an employee of the Transferee. 
  

	 	10.4.2 	If the Affected Employee accepts an offer made by MGP pursuant to this clause 10.4, the Transferee will immediately release that person from his or her employment and waive any
notice period or restrictive covenants under his or her employment contract with the Transferee. 

  

	 	10.4.3 	If, within 5 business days of being notified in accordance with this clause 10.4, MGP has not made an offer or an offer has been made but, within 5 business days of the offer being
made, it has not been accepted: 

  

	 	(a)	the Transferee will be entitled within a further 20 business day period to terminate the employment of the Affected Employee by following the statutory dismissal procedure; and


  

	 	(b)	MGP will indemnify MF Global for the reasonable costs and expenses incurred by MF Global or the relevant MF Global Affiliate arising under or in connection with such termination of
the Affected Employee’s contract of employment. 

  

	 	10.4.4 	If the Transferee continues the employment of the Affected Employee beyond the relevant 20 business day period described in clause 10.4.3 then that person will be treated as if he
or she had always been an employee of the Transferee. 

  

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	11.	CHANGE CONTROL PROCEDURE 

  

	11.1	Valid Changes 

 Except to the extent otherwise
provided for in this Agreement, all changes to this Agreement, including changes to the Services or the functionality included in any Service (having regard to the standards and requirements referred to in clause 3 (Services)) (each a
“Change”), will be valid if agreed through the Change Control Procedures set out in this clause. 
  

	11.2	Changes in laws or regulations 

  

	 	11.2.1 	Either party may request a Change but neither party will be obliged to agree to a Change requested by the other party (except that a party will not refuse a Change requested by the
other party which is necessary to allow the other party to comply with any laws or regulations that apply to the other party), but subject to and contingent on the parties first reaching agreement on the terms on which they will implement the
requested Change. 

  

	 	11.2.2 	For the avoidance of doubt, and save for as provided in the Services Schedule, MGP will not be responsible for advising MF Global on any changes in the laws or regulations that
apply to MF Global. 

  

	11.3	Procedures 

  

	 	11.3.1 	MGP will: 

  

	 	(a)	if it requests a Change, together with its request; or 

  

	 	(b)	if MF Global requests a Change, within 15 days after receipt of MF Global’s request, 

 deliver to MF Global a statement (“Impact Statement”) identifying the impact of the proposed Change to the terms of and Services provided under this Agreement (including any changes to the Fees
payable by MF Global or any additional one-off implementation fees that are required to implement the proposed Change). 
  

	 	11.3.2 	If the parties accept the Impact Statement (including any changes agreed to be made thereto) their Contract Managers will sign it, and this Agreement will be deemed to be amended in
accordance with the Impact Statement (mutatis mutandis). 

  

	11.4	Costs and Expenses 

  

	 	11.4.1 	MF Global will be responsible for all of its own costs and expenses and for the reasonable costs and expenses of MGP in connection with any Change requested by MF Global or any
Change requested by a party which is necessary to allow that party to comply with any change in the laws or regulations that apply to that party, including any steps taken by MGP as it is required to do under the Change Control Procedures in
connection with the requested Change. 

  

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	 	11.4.2 	Subject to clause 11.4.1, MGP will be responsible for all of its own costs and expenses and for the reasonable costs and expenses of MF Global in connection with any Change
requested by MGP (but excluding a Change requested pursuant to clause 11.2), including any steps taken by MF Global as it is required to do under the Change Control Procedures in connection with the requested Change. 

  

	12.	LIABILITY 

  

	12.1	Limitation of liability 

 MGP’s liability in
connection with this Agreement (however arising, including liability under contract, for tort (including negligence) and under an indemnity) will be capped, in respect of any event and all events preceding that event, to 100% of the total of the
Fees (exclusive of VAT) paid and due and payable by MF Global under this Agreement during the 12 month period prior to that event. 
  

	12.2	Exclusion of liability 

  

	 	12.2.1 	MGP will not be liable for the accuracy or completeness of any data provided by or on behalf of MF Global (including MF Global Data) or for the consequences if that data are not
accurate or complete. 

  

	 	12.2.2 	MGP will not be liable for MF Global’s use of the deliverables supplied by MGP as a result of the Services (including any MGP Data and MGP Software). MGP will have no liability
to any third parties in respect of MF Global’s use of those deliverables. 

  

	 	12.2.3 	With the exception of its liability under any indemnity given by it under this Agreement, neither party will be liable to the other for any: 

  

	 	(a)	indirect or consequential loss, damage or claims; or 

  

	 	(b)	for any lost profits, lost business, lost data, loss of goodwill. 

  

	12.3	Liability for negligence and wilful default 

 MGP
will not be liable to MF Global under this Agreement unless it has acted with fraud or has been negligent or in wilful default of its obligations under this Agreement. 
  

	12.4	MF Global indemnity 

 MF Global shall indemnify MGP
against any loss, damage or claims suffered by or made against MGP as a result of or flowing from claims by third parties in connection with the provision of the Services (excluding claims due to MGP acting with fraud, negligence or wilful default
of its obligations under this Agreement). 
  

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	12.5	No liability for third party acts/omissions 

 Without prejudice to the terms of this clause 12 and clause 18.1 (Assignment and sub-contracting), MF Global acknowledges and agrees that MGP will rely on certain third parties (including various brokers and insurers) from time
to time in connection with the provision of the Services. MGP will not be liable in any way to MF Global or any third party for a failure to provide any Services where such failure is caused or exacerbated by an act or omission of any such third
party, or a failure by any such third party, to provide relevant information and/or assistance to MGP, unless MGP has acted with negligence or fraud in its reliance or management of such third party or in wilful default under any contract
or agreement between MGP and such third party. 
  

	12.6	No liability for MF Global’s acts/omissions 

 MGP will not be liable to MF Global or any third party in the event that a claim is disputed or not paid by an insurer because MF Global has: 
  

	 	12.6.1 	provided incorrect information or failed to provide MGP and/or its relevant Affiliate or agent with all material information relevant for disclosure to an insurer; or


  

	 	12.6.2 	failed to notify MGP and/or its relevant Affiliate or agent within the relevant time of a claim to enable MGP to make a claim within the terms of a policy. 


 

	13.	FORCE MAJEURE 

  

	13.1	For the purposes of this Agreement, a “Force Majeure Event” means acts of God, riots, war, terrorist activities, strikes, lock-outs or other industrial disputes,
epidemics, governmental restraints, act of legislature and a directive or requirement of a competent authority governing a party, or any other circumstance beyond the reasonable control of the party liable to effect performance of an obligation.


  

	13.2	Neither party shall be liable for failure to perform, or delay in performing, any of its relevant obligations under this Agreement in so far as the performance of such obligations
is prevented by a Force Majeure Event in relation to it. 

  

	13.3	Each party shall notify the other of the occurrence of a Force Majeure Event applicable to it and shall use all reasonable endeavours to continue to perform its obligations
hereunder for the duration of such Force Majeure Event. 

  

	13.4	MF Global shall not be required to pay the Fees in respect of any suspended Service whilst, but only to the extent that, the provision of the Service is suspended as a result of a
Force Majeure Event, save where the Fees relate to the costs of or payments to be made to any third party employed or engaged as an independent contractor by MGP. 

  

	13.5	Each party shall have the right to terminate this Agreement without cause if a Force Majeure Event continues for a period of a collective period of 30 days.


  

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	14.	AUDIT RIGHTS 

  

	14.1	MF Global will be entitled to audit MGP’s compliance with this Agreement and the systems and procedures (including the IT systems) employed by MGP in providing the Services, at
reasonable times and with reasonable (not less than 4 business days) advance notice. MF Global may carry out these audits using its own personnel (including its internal auditors) or with MGP’s consent (not to be unreasonably withheld or
delayed) external advisors. 

  

	14.2	MGP will allow a competent regulator of MF Global access to MGP’s premises, staff and facilities where that regulator requires the same in the exercise of its regulatory
functions in respect of MF Global. 

  

	14.3	All audits must be conducted at reasonable business times and MF Global will ensure that MGP’s business is not unduly disrupted by any such audit. MF Global will be responsible
for any damage or loss caused as a result of any such audit. 

  

	15.	DATA PROTECTION AND REGULATORY MATTERS 

  

	15.1	Data Protection 

  

	 	15.1.1 	To the extent that the Services include the processing by MGP of any Personal Data belonging to MF Global, MGP will act as data processor to MF Global and will process that personal
data only in accordance with MF Global’s written instructions. 

  

	 	15.1.2 	Each party will comply with its obligations under applicable Data Protection Laws. 

  

	 	15.1.3 	Neither party is responsible for facilitating the other party’s compliance with its obligations under the Data Protection Laws. 

  

	15.2	Regulatory Matters 

  

	 	15.2.1 	Each party shall give the other party written notice as soon as may be reasonably practicable after it becomes aware of any matter which, in its reasonable opinion, is likely to
have a material adverse affect on its or its Affiliates’ ability to provide or receive Services in accordance with this Agreement. 

  

	 	15.2.2 	The parties will cooperate in good faith to, and use all reasonable endeavours to agree on how to, address and resolve such regulatory or other matter, including agreeing on
amendments or additional provisions to the terms of this Agreement with the intent of maintaining, as nearly as possible, the same commercial effect as the original terms of this Agreement. 

  

	16.	THIRD PARTIES’ RIGHTS AND LIABILITY 

  

	16.1	A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this clause does not
affect any right or remedy of a third party which exists or is available apart from that Act. 

  

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	16.2	The losses or damages incurred or suffered by an Affiliate of a party that arise in connection with this Agreement shall be deemed the losses or damages of that party (so that the
direct losses/damages of the Affiliate shall be deemed the direct losses/damages of the relevant party, and the indirect losses of the Affiliate, shall be deemed the indirect losses/damages of the relevant party). All such losses and damages shall
be subject to the exclusions and limitations set out in this Agreement. 

  

	16.3	This Agreement is solely for the benefit of the parties hereto and does not confer upon any third party any remedy, claim, reimbursement or cause of action or other right other than
any as is provided for herein. 

  

	17.	DISPUTES AND ARBITRATION 

 The parties agree that
the terms of the Master Separation Agreement which relate to disputes and arbitration (as set out in the Master Separation Agreement) shall apply to this Agreement, and disputes shall be resolved in accordance with those provisions on behalf of the
parties to this Agreement by the parties to the Master Separation Agreement. 
  

	18.	GENERAL 

  

	18.1	Assignment and sub-contracting 

  

	 	18.1.1 	This Agreement may not be assigned by a party without the consent of the other party, except that either party may assign this Agreement to an Affiliate of that Party.


  

	 	18.1.2 	MGP may sub-contract the provision of any part of the Services but it will remain responsible for the provision of the Services in accordance with this Agreement, including the
standards set out in this Agreement, despite any sub-contracting. 

  

	18.2	Confidentiality 

  

	 	18.2.1 	The parties agree that the terms of the Master Separation Agreement which relate to Confidential Information (as defined in the Master Separation Agreement) shall apply to this
Agreement and are deemed to be repeated herein (mutatis mutandis) as if set out in this Agreement. 

  

	 	18.2.2 	Notwithstanding this clause 18.2, MGP and MF Global each acknowledge and agree that they are each regulated entities, and as such, if one party breaches any relevant laws or
regulations, the other party is not prevented under this Agreement or otherwise from reporting such breach to the relevant regulatory authority. 

  

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	 	18.2.3 	Where permitted by regulation, each party will notify the other party in advance of reporting a breach to a regulatory authority. 

  

	18.3	Notices 

  

	 	18.3.1 	Save where otherwise provided for in this Agreement, any notice or other communication required to be given or served under or in connection with this Agreement shall be in writing
and shall be sufficiently given or served if delivered or sent to the following relevant address and persons: 

  

	 	(a)	In the case of MGP to: 

  

					
		 	Address:	  	Sugar Quay, Lower Thames Street,
		 		  	London, EC3R 6DU
			
		 	Fax:	  	+44 (0) 20 7144 1919
		 	Attention:	  	Barry Wakefield (“Primary Recipient”)
			
		 	With a copy to:	  	Andrew Ducat (“Secondary Recipient”)
		 	Fax:	  	+44 (0) 20 7144 1919

  

	 	(b)	In the case of MF Global to: 

  

					
		 	Address:	  	717 Fifth Avenue, 9th Fl
		 		  	New York, NY 10022
			
		 	Fax:	  	+(212) 589 - 6236
		 	Attention:	  	Howard Schneider, Esq. (“Primary Recipient”)
			
		 	With a copy to:	  	Steve Cochrane (“Secondary Recipient”)
		 	Address:	  	717 Fifth Avenue, 9th Fl, New York, NY, 10022 USA
		 	Fax:	  	+(212) 589 - 6236

  

	 	18.3.2 	Unless there is evidence to indicate otherwise, a notice given under this clause is deemed given: 

  

	 	(a)	if delivered personally, when left at the relevant address; 

  

	 	(b)	if sent by post, except air mail, 2 business days after posting it; 

  

	 	(c)	if sent by air mail, 6 business days after posting it; or 

  

	 	(d)	if sent by fax, when confirmation of its transmission has been recorded by the sender’s fax machine. 

  

	18.4	Whole Agreement 

 This Agreement, together with the
Master Separation Agreement and the Schedules hereto, contains the whole agreement between the parties relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by
contract, and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement. 
  

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	18.5	Waiver 

 No delay or forbearance by any party in
exercising any right or remedy shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of it or the exercise of any other right or remedy. 
  

	18.6	Further Assurances 

 At any time after the date of
this Agreement each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at the cost of that party execute such documents and do such acts or things as the other party may reasonably require for the
purpose of giving to the other party the full benefit of this Agreement. 
  

	18.7	Relationship 

  

	 	18.7.1 	Except as expressly otherwise agreed in writing between the parties: 

  

	 	(a)	nothing in this Agreement shall be construed as constituting an agency, partnership or joint venture between the MGP, MF Global and/or any of their Affiliates;


  

	 	(b)	neither party has the authority to act or incur obligations on behalf of the other; and 

  

	 	(c)	neither party has any responsibility for the acts or omissions of the other. 

  

	 	18.7.2 	Each party shall each ensure that its Affiliates, employees, agents, delegates or sub-contractors do not hold themselves out as employees or agents of the other.


  

	18.8	Costs 

 Unless otherwise agreed, each party shall
bear its own legal, accountancy and other costs and expenses incurred by it in connection with the preparation and negotiation of this Agreement. 
  

	18.9	Severance 

  

	 	18.9.1 	If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to
that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. 

  

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	 	18.9.2 	The parties will use all reasonable endeavours to agree a replacement provision which shall have, as nearly as possible, the same commercial effect as the ineffective provision.


  

	18.10 	Variation 

 No variation of this Agreement shall be
effective unless in writing and signed by or on behalf of each of the parties or (if expressly required under the terms of this Agreement) is in accordance with the Change Control Procedures. 
  

	18.11 	Counterparts 

 This Agreement may be executed in any
number of counterparts each of which shall be deemed an original, but all the counterparts shall together constitute one and the same instrument. 
  

	18.12 	Governing Law and Jurisdiction 

 This Agreement and
all matters arising from or connected with it are governed by laws of England and Wales. 
  

 - 23 - 








 EXECUTED by the parties as an agreement 
  

					
	Signed by________________	  	)	  	
	a duly authorised representative of	  	)	  	
	MAN GROUP PLC	  	)	  	
			
	  	  	Signature	  	

 Date: 
  

					
	Signed by________________	  	)	  	
	a duly authorised representative of	  	)	  	
	MF GLOBAL LTD	  	)	  	
			
	  	  	Signature	  	

 Date: 
  

 - 24 - 








 SCHEDULE 1 
 SERVICES SCHEDULE 
 MGP is to provide the services as described in this Schedule 1 and
in Schedule 2 (to the extent applicable) in respect of MF Global’s insurance requirements (excluding any requirements and services in respect of the PAAF claim which is governed by a separate agreement between the parties). 
  

	(A)	General Services 

  

	 	(i)	Service Description 

  

	 	(A)	Procure Man Investment Limited’s Insurance Department (“MIID“) to assist in arranging the renewal of existing insurance policies which applied for the benefit
of Man Financial prior to the Effective Date. 

  

	 	(B)	Consult on insurance requirements with senior management and appointed brokers. 

  

	 	(C)	Consult on the process of collating underwriting data with respect to insurance policies. 

  

	 	(D)	Consult on insurer options. 

  

	 	(E)	Consult on the process of drafting insurance contracts. 

  

	 	(F)	Consult on premium allocation methodology. 

  

	 	(G)	Consult on the mid-term alterations to the insurance contracts. 

  

	 	(H)	Consult on travel security protocols and procedures. 

  

	 	(I)	Consult on the process of reviewing brokers and the use of external consultancy services. 

  

	 	(J)	Subject to the relevant personnel’s availability given his/her then-current work and personal commitments, attendance at meetings as, when and where reasonably required
(anywhere in the world), to provide consulting information. 

  

	 	(K)	Advise on insurance related queries including: 

  

	 	(1)	contract reviews; and 

  

	 	(2)	new insurance options. 

  

	 	(L)	Consult on the process of making insurance claims. 

  

	 	(M)	 Use reasonable endeavours to assist MF Global by making a claim under any group insurance policy which was entered into in respect of a prior year on a losses
occurring basis in respect of which circumstances giving 



  

 - 1 - 









	 	 
rise to a claim in respect of loss suffered by MF Global come to light after the Effective Date hereof and by providing access to information about
the relevant policy and claim, subject to the information being available and MGP’s resource limits at the then current time. 


  

	 	(N)	To cooperate with MF Global in the conduct of a claim (other than the PAAF claim) under a group insurance policy which was notified to MGP or the relevant insurer prior to the
Effective Date (“Claim”), such co-operation to comprise at a minimum: 

  

	 	(1)	keeping MF Global informed of all significant developments in respect of any such Claim in a timely fashion; 

  

	 	(2)	consulting with MF Global about the Claim strategy to be adopted and material decisions in a timely fashion before they are taken; 

  

	 	(3)	consulting with MF Global prior to the settlement by MGP of any such Claim; and 

  

	 	(4)	giving MF Global the opportunity to make known to MGP its views on any matters in relation to the Claim not covered by paragraphs (1) to (3) above.


  

	(B)	Insurance Programme Design 

  

	 	(i)	Service Description 

  

	 	(A)	Consult on the pre-renewal strategy for MF Global’s policies. 

  

	 	(B)	Consult on the insurance programmes available under current insurance market conditions. 

  

	(C)	Information Collection 

  

	 	(i)	Service Description 

  

	 	(A)	Consult on the process of renewal/placing information. 

  

	 	(B)	Consult on the administration process for renewal submissions. 

  

	(D)	Service Term and Termination (for all Services) 

 12
months from the Effective Date. 
  

	(E)	Service Price (inclusive of all Services) 

  

	 	(A)	MF Global to pay MGP an hourly rate of: 

  

	 	(1)	USD$400 in respect of any of the Services provided by Andrew Ducat; and 

  

 - 2 - 









	 	(2)	USD$200 in respect of any of the Services provided by Susan Antwi or any other nominated personnel of MGP. 

  

	 	(A)	MF Global to reimburse MGP for all out-of-pockets costs incurred by MGP in connection with the Services, including any associated costs, fees and expenses payable or paid to third
parties, including without limitation, legal fees, assessment fees, consultancy fees, information services fees, broker fees, and external claims management fees; provided however that prior to incurring any such costs, MGP shall notify MF Global,
and receive MF Global’s approval, of the amount of any such costs. 

  

	(F)	MF Global Requirements (for all Services) 

 MF
Global to provide all information and assistance necessary, within relevant time requirements or otherwise in a timely manner, to enable MGP to perform any of the Services. 
  

 - 3 - 








 SCHEDULE 2 
 FSA’s INSURANCE CONDUCT OF BUSINESS (ICOB) RULES 
 The following sets out the policy on how MGP will comply with
the ICOB rules applicable to the services provided to MF Global under Schedule 1. 
 References to “us” or “we” when used in this
Schedule refer to MGP and/or MIID (as relevant). References to “you” when used in this Schedule refer to MF Global. 
  

	(A)	ICOB 1 (Application and purpose) 

  

	 	(A)	Intermediaries involved in the selling or advising of insurance contracts are required to be regulated by the FSA. 

  

	 	(B)	The ICOB rules apply to all non-investment insurance contracts. 

  

	 	(C)	You are classified as a commercial customer as the insurances arranged for you are in connection with your trade/business/profession. 

  

	(B)	ICOB 2 (General Rules) 

  

	 	(i)	Communications 

  

	 	(A)	This section applies to all forms of communication including telephone conversations and oral or written statements. 

  

	 	(B)	In order for MIID to comply with the requirement to identify its regulated status, Man Investment Limited’s (which is the main regulated entity) letter heads are to be used by
us in our communications with you. 

  

	 	(C)	We will take reasonable steps to communicate with you in a way that is clear, fair and not misleading. Relevant information will be shown prominently and insurance
“jargon” will be explained in straightforward terms. 

  

	 	(D)	You agree that communications relating to the insurance services may be made using electronic media. 

  

	 	(ii)	Unfair Inducement 

  

	 	(A)	It is our policy not to accept or solicit bribes or unnecessary gifts from the third parties we use. Any gifts or benefits that are likely to conflict to a material extent with any
duty that we owe to you will not be accepted by us. 

  

	 	(B)	All gifts received by us from an insurer or broker will be listed on our system for record keeping and audit. 

  

	 	(C)	We are not paid any fee by the broker or insurer we use for any of the services we provide to you. 

  

 - 4 - 









	 	(iii)	Reliance on Others 

  

	 	(A)	We will take reasonable steps to establish that any third party providing information on your behalf: 

  

	 	(1)	is not connected to us and is competent to provide such information; or 

  

	 	(2)	provides information given by MF Global. 

  

	 	(B)	We will rely only on information provided in writing by a third party. 

  

	 	(C)	We need not supply information to you, where we have taken reasonable steps to establish that this information has or will be supplied by another person. 


 

	 	(D)	We may send to another person on your instruction, any information required to be sent to you pursuant to any ICOB rule. 

  

	 	(iv)	Record Keeping 

  

	 	(A)	It is a requirement that records of all papers relating to the insurance services provided to you will be readily accessible within two working days on receipt of a request.


  

	 	(B)	We will retain records of documents relating to the insurance services provided to you (including Demands and Needs statements) for a minimum of three years.


  

	 	(C)	Separate paper files will be set up by MIID for you. 

  

	 	(D)	Separate electronic folders will be created on our insurance database and all relevant policy documents relating to you will be scanned and placed in these folders.


  

	 	(E)	Staff in the insurance department will have a separate folder in their email account to keep a record of all issues relating to you. 

  

	(B)	ICOB 3 (Financial promotion) 

 This is not
applicable to the scope of the services provided to you. 
  

	(C)	ICOB 4 (Advising and selling standard) 

  

	 	(i)	Status disclosure 

 The following information
will be provided to you in a durable medium before the conclusion of arranging, activating or renewing an insurance policy unless an exemption is received from you: 
  

	 	(A)	Our full name and address. 

  

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	 	(B)	Our confirmation of regulatory status (status disclosure). 

  

	 	(C)	Verification route of where you can check our regulatory status (www.fsa.gov.uk/register). 

  

	 	(D)	Any insurance undertaking or parent of an insurance undertaking in which we own more that 10% of voting rights or capital. 

  

	 	(E)	Any insurance undertaking or parent of an insurance undertaking that has more than 10% voting rights or capital in our company. 

  

	 	(F)	The range of insurance undertakings considered to underwrite the policy. This information will include the following items: 

  

	 	(1)	Number of insurers considered; and 

  

	 	(2)	The criteria used to select this panel of insurers. 

  

	 	(v)	Limits on Disclosure 

  

	 	(A)	We are not responsible for providing advice, recommendations or information to you, or making arrangements for you, in respect of any policies on the basis of a fair analysis of the
market; as such analysis will be carried out by the brokers appointed by MF Global. 

  

	 	(B)	Any advice, recommendations or information which we provide to you, or any arrangements which we make for you, in respect of any policies will not be provided or made on the basis
of a fair analysis of the market, as we will rely on brokers to carry out such analysis. 

  

	 	(C)	In relation to the renewal or amendment of a policy, where the information already provided to you in respect of the initial contract is still accurate and up-to-date, we need not
send you the information in (B) above (Status Disclosure). Where the information relating to the initial contract has changed we will provide you with the relevant updated information only in a durable medium before the conclusion of an
insurance policy, unless an exemption is received from you. 

  

	 	(D)	Where an exemption is received from you, we will provide you with the above information immediately after the conclusion of the policy. 

  

	 	(vi)	How to complain 

  

	 	(A)	All complaints should be sent to Man Investment Limited’s compliance team at Sugar Quay, Lower Thames Street, London, EC3R 6DU, for the attention of the Compliance
Officer. 

  

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	 	(vii)	Compensation 

  

	 	(A)	Where we decide that redress is appropriate, we will provide you as complainant with fair compensation for any acts or omissions for which MIID is responsible and comply with any
offer of redress we provide and which you as complainant accept. 

  

	 	(viii)	Advising and selling 

  

	 	(A)	This section deals with the suitability rules applying where a firm makes a direct recommendation to buy a specific policy. A direct recommendation may be made in response to a
formal “Demands and Needs” statement made by the customer. Confirmation of whether we have made a direct recommendation and reasons for the direct recommendation will be communicated to you in your Demands and Needs statement.


  

	 	(B)	Pursuant to the requirements applicable to this section we will do the following: 

  

	 	(1)	We will assess your demands and needs by: 

  

	 	(2)	Asking for all relevant information (including details of any relevant existing insurance cover where we do not already have such information); 

  

	 	(3)	Referring to any details we already hold about you (including details of any relevant existing insurance cover); and 

  

	 	(4)	Providing explanations to you regarding your duty to disclose all circumstances material to the insurance. 

  

	 	(2)	We will assess the suitability of the policy recommended against your Demands and Needs Statement by: 

  

	 	(5)	Checking that cover is sufficient for the risks you wish to insure; 

  

	 	(6)	Taking into account any relevant exclusions, limits, excesses or conditions in the policy; and 

  

	 	(7)	Considering the cost of the policy where relevant to your Demands and Needs. 

  

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	 	(ix)	Demands and Needs Statement 

  

	 	(A)	You will be required to complete a Demands and Needs statement at least seven months prior to the expiry of existing insurances (four months in respect of non-financial lines of
insurances). 

  

	 	(B)	We will provide you with your copy of your Demands and Needs statement in respect of a policy in a durable medium before the conclusion of a policy, unless we provide you with your
Demands and Needs statement orally at your request because you require immediate cover, in which case we will provide you with a copy of your Demands and Needs statement immediately after the conclusion of the policy. 

  

	 	(x)	Commission disclosure 

  

	 	(C)	We do not receive any form of commission for the services we render to you from any third parties, brokers and insurers. 

  

	(B)	ICOB 5 ( Product Disclosure) 

 This is not
applicable to the scope of the services provided to you. 
  

	(C)	ICOB 6 (Cancellation) 

 This is not applicable to
the scope of the services provided to you. 
  

	(D)	ICOB 7 (Claims handling) 

 The following are only
applicable in respect of group insurance policies pre-existing the Effective Date and entered into on a losses occurring basis. 
  

	 	(A)	MIID will be acting on your behalf in the event of a claim. All claims or any circumstances which give rise or may give rise to a claim under the terms of any policy should be
notified to us in writing in a timely manner to allow us a reasonable period to notify the insurer of the claim, along with all the necessary documentation. Immediately after the relevant insurances are in place, the parties are to promptly develop
and agree in good faith the details of the claims notification procedure, which are to be set out in a separate Schedule to the TSA. 

  

	 	(B)	MIID will ensure it acts with due care, skill and diligence when dealing with your claims. We will not, in respect of any claim, put ourselves in any position where our own interest
conflicts with our duty to you. 

  

	 	(C)	If we think there is the likelihood of a conflict of interest, we will disclose this to you and seek your informed consent to the arrangement. If you give your informed consent to
the arrangement, and we, in our opinion, are satisfied that our disclosure together with your informed consent resolves the conflict, we may continue to act for you. 

  

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	 	(D)	We will handle insurance claims on your behalf in accordance with the following procedures: 

  

	 	(8)	Claim notified to MIID by you; 

  

	 	(9)	Insurer notified of claim immediately; 

  

	 	(10)	Claim details logged on to our system detailing the notification date, incident date, claimant’s name, incident details, deductible, estimate, settlement figure and date,
whether claim is open/closed claim and a section for comments; 

  

	 	(11)	Set up a file for the claim to keep a record of all issues relating to that specific incident; 

  

	 	(12)	Keep you as claimant up-to-date on the progress of the claim; and 

  

	 	(13)	Management of insurer, legal representative and your client information. 

  

	 	(E)	All information relating to your claims will be treated as strictly private and confidential. 

  

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