Under the terms of the amended agreement, if Mr. Dan is terminated without "cause" or resigns for "good reason," he is entitled to: (i) a pro rata bonus for the year in which such termination occurs based on achievement of the actual performance goals; (ii) a lump sum cash severance payment equal to two times the sum of base salary and annual target bonus; (iii) lapse of all service-based vesting and non-performance-based exercise conditions on outstanding equity awards (with share options remaining exercisable for at least 36 months); (iv) for up to 18 months, a monthly cash payment equal to the applicable COBRA premiums (net of any employee contribution) required to continue his health benefits; and (v) for up to two years, continued life insurance coverage. Upon a termination due to death or disability, Mr. Dan is entitled to the benefits described in (i) and (iii) above and a lump sum cash payment equal to one times base salary. The payments and benefits provided in connection with a termination of Mr. Dan's employment are conditioned on his execution of a general release of claims.

The amended employment agreement provides for a minimum base salary ($750,000 with effect from November 1, 2008), a discretionary annual bonus and participation in the executive compensation and employee benefit plans. The employment agreement also provides protection for any excise tax that could be imposed as a result of any severance or other payments deemed made in connection with a future change in control unless the tax could be avoided by reducing the payments by less than 10%, in which case the agreement provides for such a reduction.

The employment agreement contains non-competition and non-solicitation provisions that apply during the term of the agreement and for a one-year period beyond the expiration of the agreement in the case of non-solicitation of clients and employees and for a six-month period in the case of non-competition. MF Global must pay Mr. Dan $2 million in a lump sum payment for the non-compete provisions to apply following a termination of his employment in connection with the non-renewal of the agreement. For a period of time following his employment, Mr. Dan is also obligated to provide MF Global with information and assist in the defense or prosecution of claims made by or against MF Global.

The terms of Mr. Dan's employment are qualified in their entirety by reference to his amended and restated employment agreement, a copy of which is attached as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.