CERTIFICATE OF INCORPORATION
MF GLOBAL FINANCE NORTH AMERICA INC.
FIRST. The name of the corporation is MF Global Finance North America Inc.
SECOND. The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH. The total number of shares which the corporation shall have authority to issue is 100 shares of Common Stock,
and the par value of each of such share is $1.00.
FIFTH. The name and mailing address of the incorporator is Marc A. Rozic, 125 Broad Street, New York, New York 10004.
SIXTH. The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the
SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the
EIGHTH. Any action required or permitted to be taken by the holders of Common Stock of the corporation, including but
not limited to the election of directors, may be taken by written consent or consents but only if such consent or consents are
signed by all holders of Common Stock.
NINTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted
under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended. No amendment,
modification or repeal of this Article NINTH shall adversely affect any right or protection of a director that exists at the time of
such amendment, modification or repeal.
IN WITNESS WHEREOF, I have signed this certi