SECOND AMENDMENT TO THE GFI GROUP INC.
2008 EQUITY INCENTIVE PLAN
This Second Amendment (this “Second Amendment”) to the 2008 Equity Incentive Plan (the “Plan”) of
GFI Group Inc. (the “Company”) has been deemed advisable and has been adopted pursuant to the terms of
Section 10.1 of the Plan by the Company’s Board of Directors and is effective as of March 21, 2010, subject to
stockholder approval. Terms used herein but not otherwise defined shall have the meanings given to such terms
in the Plan.
1. Amendments to the Plan . The first sentence of Article 4.1 of the Plan, as amended by the First
Amendment to the GFI Group Inc. 2008 Equity Incentive Plan, is hereby further amended by
deleting “14,900,000” and substituting “21,900,000” therefor.”
2. The Plan . In all other respects the Plan is ratified and shall, as so changed by this Second
Amendment, continue in full force and effect.
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