mg Doc 860 Filed 10/12/12 Entered 10/12/12 08:18:54 Main Document Pg 1 of 6 : : : (Jointly Administered) : Chapter 11 : :

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1 mg Doc 860 Filed 10/12/12 Entered 10/12/ Main Document Pg 1 of 6 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X - In re Chapter 11 MF GLOBAL HOLDINGS LTD., et al., Case No (MG) Debtors. (Jointly Administered) x - - MF GLOBAL Inc., Case No (MG) SIPA Debtor DISCLOSURE STIPULATION AGREEMENT AND PROTECTIVE ORDER WHEREAS, on October 31, 2011 (the Commencement Date ), the Honorable Paul A. Engelmayer, United States District Court, Southern District of New York, entered an order commencing the liquidation of MF Global, Inc. ( MFGI ) and appointing James W. Giddens as Trustee (the SIPA 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 ); x WHEREAS, Louis J. Freeh (the Chapter 11 Trustee ), is the chapter 11 trustee of MF Global Holdings Ltd. ( MFGH ), MF Global Finance USA, Inc. ( FinCo ), MF Global Capital LLC ( Capital ), MF Global FX Clear LLC ( FX Clear ), MF Global Market Services LLC ( Market Services ), and MF Global Holdings USA Inc. (individually, Holdings USA, and collectively with MFGH, FinCo, Capital, FX Clear and Market Services, the Debtors ),

2 mg Doc 860 Filed 10/12/12 Entered 10/12/ Main Document Pg 2 of 6 WHEREAS, on the Commencement Date, MFGH and FinCo (together, the Initial Debtors ) filed voluntary petitions in this Court for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). On December 19, 2011, Capital, FX Clear and Market Services filed voluntary petitions in this Court for relief under chapter 11 of the Bankruptcy Code. On March 2, 2012, Holdings USA filed a voluntary petition in this Court for relief under chapter 11 of the Bankruptcy Code. The Debtors cases (collectively, the Chapter 11 Cases ) are being jointly administered pursuant to Bankruptcy Rule 1015(b); WHEREAS, on November 28, 2011 (the Appointment Date ), the Bankruptcy Court approved the appointment of the Chapter 11 Trustee as chapter 11 trustee for the Initial Debtors; WHEREAS, by orders dated December 27, 2011 and March 8, 2012, the Bankruptcy Court approved the appointment of the Chapter 11 Trustee as the chapter 11 trustee for all of the Chapter 11 Cases; WHEREAS, prior to the Commencement Date, certain employees of MFGI performed services for the Debtors and their debtor and non-debtor affiliates including providing legal advice, and certain employees of the Debtors and their debtor and non-debtor affiliates performed services for MFGI, including providing legal advice, and certain employees of MFGI, the Debtors and their debtor and non-debtor affiliates provided legal advice to MFGI, the Debtors and their debtor and non-debtor affiliates; WHEREAS, prior to the Commencement date, certain external legal counsel retained by MFGI provided legal advice to MFGI, the Debtors and/or their debtor and non-debtor affiliates, and certain external legal counsel retained by the Debtors and/or their debtor and non-debtor affiliates provided legal advice to MFGI; 2

3 mg Doc 860 Filed 10/12/12 Entered 10/12/ Main Document Pg 3 of 6 WHEREAS, on November 11, 2011, pursuant to the subpoena power granted to the SIPA Trustee by the Bankruptcy Court, the SIPA Trustee issued a subpoena to MFGH; WHEREAS, on April 25, 2012, the Court authorized the Chapter 11 Trustee to issue subpoenas pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure; WHEREAS, the SIPA Trustee and the Chapter 11 Trustee desire to facilitate (i) the performance by the SIPA Trustee of his duties as trustee for the liquidation of MFGI under the Securities Investor Protection Act and (ii) the performance by the Chapter 11 Trustee of his duties under 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 SIPA 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 SIPA 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 of MFGI (collectively, the Subject Matters ); 3

4 mg Doc 860 Filed 10/12/12 Entered 10/12/ Main Document Pg 4 of 6 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 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 SIPA Trustee; WHEREAS, in addition to the Chapter 11 Trustee and the SIPA 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 United States Congress (the Governmental Authorities ) have been engaged in investigations of MFGI 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 previously waived 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 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 or that were generated outside of the Relevant Period; and 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, 4

5 mg Doc 860 Filed 10/12/12 Entered 10/12/ Main Document Pg 5 of 6 communications or information concerning or relating to the Subject Matters beyond the Relevant Period to include July 1, 2011 through and including the Relevant Period (the Extended Period ) WHEREAS, it would not be unfair under Rule 502(a) of the Federal Rules of Evidence 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 Shared Privilege and/or work product protections that (a) do not relate to the Subject Matters and/or (b) are outside of the Extended 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)(l) of the Federal Rules of Civil Procedure and Rules 502(a), (d), (e), (f) and (g) of the 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 Extended Period; 2. This Disclosure and Protective Order does not affect (a) 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 or (b) the right of persons or parties other than the Chapter 11 Trustee to assert that the extent of any waiver is broader than indicated herein, including without limitation, any right to assert that disclosure constitutes a waiver of attorney-client or Shared 5

6 mg Doc 860 Filed 10/12/12 Entered 10/12/ Main Document Pg 6 of 6 Privilege and/or work product protections for documents, communications or information that (i) do not relate to the Subject Matters or (ii) are outside of the Extended Period; 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 under federal law as interpreted by the United States Court of Appeals for the Second Circuit. SO STIPULATED AND AGREED Dated October 3, 2012 New York, New York HUGHES HUBBARD & REED LLP PEPPER HAMILTON LLP By /s/ Sarah L. Cave Sarah L. Cave By /s/ Thomas McC. Souther Thomas McC. Souther One Battery Park Plaza New York, New York Tel (212) Attorneys for the SIPA Trustee The New York Times Building 620 Eighth Avenue 37 th Floor New York, NY Tel (212) Special Investigative Counsel for the Chapter 11 Trustee Louis J. Freeh SO ORDERED Dated October 12, 2012 New York, New York /s/ Martin Glenn MARTIN GLENN United States Bankruptcy Judge 6