Exhibit 10.49
AMENDMENT NO. 1
TO THE
INVESTMENT AGREEMENT
This Amendment No. 1, dated as of June 10, 2008 (this “ Amendment ”), among MF Global Ltd., a Bermuda exempted
company (the “ Company ”), and J.C. Flowers II L.P. (the “ Investor ”), amends the Investment Agreement (the “ Investment
Agreement ”), dated as of May 20, 2008, between the Company and the Investor. Capitalized terms used but not otherwise
defined herein shall have the respective meanings given to them in the Investment Agreement.
WHEREAS, Section 5.3 of the Investment Agreement permits the Investment Agreement to be amended by a written
agreement executed by the Company and the Investor; and
WHEREAS, the Company and the Investor desire to amend the Investment Agreement to reflect certain agreements
reached between them.
NOW, THEREFORE, in consideration of the premises, and of the mutual representations, warranties, covenants and
agreements contained in this Amendment and the Investment Agreement, the parties hereto hereby agree as follows:
1. Amendment and Restatement of Recital B . Recital B of the Investment Agreement is hereby amended and restated to
read in its entirety as follows:
“B. The Issuances . The Company currently intends (i) to issue and sell an amount of a series of its preference shares
having the designation, powers, preferences and rights set forth in a certificate of designations in the form attached as Annex B
(the “ Certificate of Designations ” and such series of preference shares, the “ Series A Shares ”) or other securities in one or
more private placements and/or public offerings and (ii) to issue and sell to the Investor, and the Investor intends to purchase
from the Company, a number (the “ Actual Number ”) of Series A Shares equal to (x) the maximum number of Series A Shares
specified in Annex A (the “ Maximum Number ”) minus (y) such number of Series A Shares, if any, plus such number of other
securities, if any, as may be issued and sold in any offerings of the kind referenced in claus