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PRESENTMENT DATE AND TIME: FEBRUARY 21, 2012 AT 12:00 PM OBJECTION DEADLINE: FEBRUARY 20, 2012 AT 12:00 PM MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, NY 10140-0050 Tel.: (212) 468-8000 Fax: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Melissa Hager Attorneys for Louis J. Freeh, Chapter 11 Trustee for MF Global Holdings Ltd., et al. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004-1482 Tel.: (212) 837-6000 Fax: (212) 422-4726 James B. Kobak, Jr. Ethan Litwin Attorneys for James W. Giddens, Trustee for the SIPA Liquidation of MF Global Inc.

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x : In re : : MF GLOBAL HOLDINGS LTD., et al., : : : Debtors. : : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x : : : MF GLOBAL Inc., : : : Debtor. : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x

Chapter 11 Case No. 11-15059 (MG) Jointly Administered

Case No. 11-2790 (MG) SIPA

DUAL NOTICE OF PRESENTMENT OF DISCLOSURE STIPULATION AGREEMENT AND PROPOSED PROTECTIVE ORDER PLEASE TAKE NOTICE that the undersigned will present the attached stipulation and order (the Stipulation and Order) to the Honorable Martin Glenn, United

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States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York, 10004, Room 501 for approval and signature on February 21, 2012 at 12:00 p.m. (Prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that objections, if any, to the relief requested in the Stipulation and Order must be made in writing, conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Bankruptcy Court, set forth the basis for the objection and the specific grounds therefor, and be filed with the Bankruptcy Court electronically in accordance with General Order M-399, by registered users of the Courts electronic case filing system (the users manual for the Electronic Case Filing system can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court), with a hard copy delivered directly to Chambers and served in accordance with the Order Pursuant to 11 U.S.C. 105(a) of the Bankruptcy Code and Fed. R. Bankr. P. 1015(c) and 9007 Implementing Certain Notice and Case Management Procedures, entered December 12, 2011 in the above captioned Chapter 11 cases (Docket No. 256), upon each of the following: (i) Special Investigative Counsel for the Chapter 11 Trustee, Freeh Sporkin & Sullivan, LLP, 1185 Avenue of the Americas, 30th Floor, New York, New York 10036, Attn: Thomas McC. Souther; (ii) Counsel for the Chapter 11 Trustee, Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104, Attn: Brett H. Miller; (iii) Counsel to the SIPA Trustee, Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004-14282, Attn: Ethan Litwin; (iv) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, New York, NY 10004, Attn: Brian Masumoto and Elisabetta G. Gasparini; (v) counsel to the Creditors Committee, Dewey & LeBoeuf, 1301 Avenue of the Americas, New York, NY 10019, Attn:

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Martin J. Bienenstock; (vi) the Securities Investor Protection Corporation, 805 Fifteenth Street, N.W., Suite 800, Washington, D.C., 20005, Attn: Josephine Wang and Christopher H. LaRosa; (vii) the Commodity Futures Trading Commission, Three Lafayette Centre, 1155 21st Street N.W., Washington, D.C., 20581, Attn: Martin B. White; and (viii) those parties who have requested service of all papers in these Chapter 11 cases pursuant to Bankruptcy Rule 2002, so as to be received on or before February 20, 2012 at 12:00 p.m. (Prevailing Eastern Time), there will not be a hearing and the order may be signed. PLEASE TAKE FURTHER NOTICE that if a written objection is timely filed, the Court will schedule a hearing on or after February 21, 2012 and the Chapter 11 Trustee, by and through his counsel, will notify all other parties entitled to receive notice. The moving and objecting parties are required to attend the hearing, and failure to attend in person or by counsel may result in relief being granted or denied upon default. Dated: February 14, 2012 New York, New York MORRISON & FOERSTER LLP HUGHES HUBBARD & REED LLP

/S/ Brett H. Miller_______________________ Brett H. Miller Lorenzo Marinuzzi Melissa A. Hager 1290 Avenue of the Americas New York, NY 10140-0050 Tel.: (212) 468-8000 Brett H. Miller Lorenzo Marinuzzi Melissa A. Hager Attorneys for Louis J. Freeh, Chapter 11 Trustee for MF Global Holdings Ltd., et al.

/S/ James B. Kobak, Jr. __________________ James B. Kobak, Jr. Ethan Litwin One Battery Park Plaza New York, New York 10004-1482 Tel: (212) 837-6000

Attorneys for James W. Giddens, Trustee for the SIPA Liquidation of MF Global Inc.

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MORRISON & FOERSTER LLP 1290 Avenue ofthe Americas New York, NY 10140-0050 Tel.: (212) 468-8000 Fax: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Melissa A. Hager

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Counsel for the Chapter 11 Trustee Louis J Freeh, Esq. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

-------------------------------------X
In re MF GLOBAL HOLDINGS LTD. , et al. , Chapter 11 Case No. 11-15059 (MG) Jointly Administered Debtors.
-------------------------------------X

MF GLOBAL Inc. ,

Case No. 11-2790 (MG) SIPA

Debtor. -------------------------------------X

DISCLOSURE STIPULATION AGREEMENT AND PROPOSED PROTECTIVE ORDER

WHEREAS, on October 31, 2011 (the "Commencement Date"), the Honorable Paul A. Engelmayer, United States District Court, Southern District ofNew York, entered an order commencing the liquidation ofMF Global, Inc. ("MFGI") and appointing James W. Giddens as Trustee (the "SIP A Trustee") for the liquidation of MFGI and referred the proceeding to the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court");

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WHEREAS, on the Commencement Date, MF Global Holdings Ltd. ("MFGH") and MF

Global Finance USA Inc. (collectively, the "Initial Debtors") filed Chapter 11 bankruptcy petitions in the Bankruptcy Court;

WHEREAS, on November 28, 2011 (the "Appointment Date"), the Bankruptcy Court
approved the appointment of Louis J. Freeh as Chapter 11 Trustee (the "Chapter 11 Trustee") for the Initial Debtors;

WHEREAS, on December 19, 2011 , Chapter 11 petitions were filed in the Bankruptcy
Court by MF Global Capital LLC, MF Global FX Clear LLC, and MF Global Market Services LLC (the " Subsequent Debtors") and the Bankruptcy Court subsequently approved the appointment of the Chapter 11 Trustee as the Chapter 11 Trustee in the cases ofthe Subsequent Debtors. On December 21 , 2011, the Court directed that the Chapter 11 cases of the Subsequent Debtors be jointly administered with those of the Initial Debtors. The Initial Debtors and the Subsequent Debtors together with MF Global Holdings Ltd.'s non-debtor affiliates and subsidiaries shall be referred to herein as the "Debtors" or the "Company";

WHEREAS, prior to the Commencement Date, certain employees of MFGI performed

services for the Debtors and the other direct and indirect subsidiaries of the Debtors including providing legal advice, and certain employees of the Debtors and their direct and indirect subsidiaries performed services for MFGI, including providing legal advice, and certain employees ofMFGI, the Debtors and other direct and indirect subsidiaries ofthe Debtors provided legal advice to MFGI, the Debtors and the other direct and indirect subsidiaries of the Debtors;

WHEREAS, prior to the Commencement date, certain external legal counsel retained by
MFGI provided legal advice to MFGI, the Debtors and/or the other direct and indirect

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subsidiaries of the Debtors, and certain external counsel retained by the Debtors and/or the other direct and indirect subsidiaries of the Debtors provided legal advice to MFGI;

WHEREAS, on November 11 , 2011 , pursuant to the subpoena power granted to the

SIP A Trustee by the Bankruptcy Court, the SIP A Trustee issued a subpoena to MFGH;

WHEREAS, the SIPA Trustee and the Chapter 11 Trustee desire to facilitate (i) the
performance by the SIP A Trustee of his duties as trustee for the liquidation of MFGI under the Securities Investor Protection Act ("SIP A") and (ii) the orderly administration by the Chapter 11 Trustee ofthe Debtors' estates under Title 11 of the United States Code (the "Bankruptcy Code");

WHEREAS, the Chapter 11 Trustee asserts attorney-client privilege, privileges shared

with MFGI ("Shared Privileges"), and/or work product protections for certain documents, communications or information in the possession, custody and control of the Chapter 11 Trustee and in the possession, custody and control of the SIP A Trustee;

WHEREAS, pursuant to Federal Rule of Evidence 502, the SIPA Trustee and the
Chapter 11 Trustee have engaged in discussions concerning the disclosure of privileged data subject to claims of attorney-client, work product and shared privileges;

WHEREAS, the Chapter 11 Trustee has consented to the SIPA Trustee ' s review,
pursuant to Federal Rule of Evidence 502, of all documents, communications or information that either are in the possession, custody or control of the SIP A Trustee or are in the possession, custody or control of the Chapter 11 Trustee that are subject to claims of attorney-client privilege, shared privilege or work product protection, concerning the business operations of MFGI, the Debtors and their direct and indirect subsidiaries, including but not limited to documents relating to or concerning segregated funds ofMFGI (collectively, the " Subject Matters");

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WHEREAS, the Chapter 11 Trustee has not agreed to waive any attorney-client privilege, shared privilege or work product protection, with respect to any documents, communications or information concerning the bankruptcy of the Debtors or litigation involving MFGI and the Debtors and has not agreed to produce any such documents; WHEREAS, the Court has determined that it is in the public interest for the abovereferenced documents, communications and information concerning the Subject Matters be made available to the SIP A Trustee; WHEREAS, in addition to the SIP A Trustee, the Commodity Futures Trading Commission, the Securities and Exchange Commission, the United States Attorneys' Offices for the Southern District of New York and the Northern District of Illinois and the Congress of the United States (the "Governmental Authorities") have been engaged in investigations ofMFGI's and the Debtors' business operations, and the Court has determined that it is in the public interest for the above-referenced documents, communications and information related to the foregoing Subject Matters also to be made available to the Governmental Authorities; WHEREAS, the Chapter 11 Trustee intends to waive the attorney-client and shared privileges and/or work product protections solely with respect to the documents, communications or information concerning or relating to the Subject Matters between the period from October 17, 2011 through and including the Commencement Date (the "Relevant Period") and not with respect to any documents, communications or information outside of the Subject Matters that were generated outside of the Relevant Period; and WHEREAS, it would not be unfair under Rule 502(a) of the Federal Rules ofEvidence for a party to consider the documents or information related to the Subject Matters without any documents, communications or information that may be subject to a claim of attorney-client or

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shared privilege and/or work product protections that (a) do not relate to the Subject Matters and/or (b) are outside of the Relevant Period. NOW THEREFORE, upon consideration of the record and proceedings herein and the stipulation of the parties; IT IS HEREBY ORDERED AND DECREED, pursuant to Rule 26(c)(1) of the Federal Rules of Civil Procedure and Rules 502(a), (d), (e) , (f) and (g) ofthe Federal Rules of Evidence, as follows : 1. By entering into this Disclosure and Protective Order and producing documents,

communications or information pursuant to this Disclosure and Protective Order, the Chapter 11 Trustee shall be deemed to have waived the attorney-client privilege, shared privilege and work product protections solely with respect to documents, communications or information relating to the Subject Matters generated during the Relevant Period; 2. This Disclosure and Protective Order does not affect any claim or waiver of

attorney-client or shared privilege and/or work product protections held by persons or parties other than the Chapter 11 Trustee; 3. This Disclosure and Protective Order and the effect of the disclosure made

pursuant to this Order in any other proceeding, investigation or litigation shall be determined

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under federal law as interpreted by the United States Court of Appeals for the Second Circuit.

SO STIPULATED AND AGREED:

Dated: February 13, 2012 New York, New York HUGHES HUBBARD & REED LLP FREEH SPORKIN & SULLIVAN, LLP

By:

Ethan Litwin

By:

Thomas McC. Souther

One Battery Park Plaza New York, New York 10004-1482 Tel: (212) 837-6000 Attorneys for the SIPA Trustee

1185 A venue of the Americas 30th Floor New York, NY 10036 Special investigative Counsel for the Chapter 11 Trustee Louis J Freeh, Esq.

MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, NY 10140-0050 Tel.: (212) 468-8000 Fax: (212) 468-7900 bmiller@mofo .com lmarinuzzi@mofo.com mhager@mofo.com Counsel for the Chapter 11 Trustee Louis J Freeh, Esq. SO ORDERED:

MARTIN GLENN United States Bankruptcy Judge