MF Global Ltd. Amended and Restated 2007 Long Term Incentive Plan Form of Restricted Share Unit Award Agreement

Exhibit 10.5

MF Global Ltd.

Amended and Restated 2007 Long Term Incentive Plan

Form of Restricted Share Unit Award Agreement

Parties: Employee and MF Global Ltd.

Subject of Agreement: Restricted Share Units (RSUs)

Key Terms:

3-Year Pro-Rata Vesting

MF GLOBAL LTD.

AMENDED AND RESTATED

2007 LONG TERM INCENTIVE PLAN

RESTRICTED SHARE UNIT AWARD AGREEMENT

This Agreement (this “ Agreement ”) sets forth the terms and conditions of the award (this “ Award ”) granted to the recipient set forth in Section 2 (the “ Grantee ”) by MF Global Ltd., a Bermuda exempted company (the “ Company ”), under the MF Global Ltd. Amended and Restated 2007 Long Term Incentive Plan (the “ Plan ”), of Restricted Share Units (the “ RSUs ”) in respect of common shares of the Company, par value U.S. $1.00 per share (the “ Shares ”) on the terms and conditions set forth herein.

1. The Plan . This Award is made pursuant to the Plan, a copy of which has been made available to the Grantee, and the terms of the Plan are incorporated into this Agreement, except as otherwise specifically stated herein. Capitalized terms used in this Agreement and any Annex that are not defined in this Agreement or such Annex have the meanings as used or defined in the Plan. References in this Agreement to any specific Plan provision will not be construed as limiting the applicability of any other Plan provision.

2. Award . Effective as of the date set forth below (the “ Grant Date ”), the Company hereby grants to the Grantee the following number of RSUs under the Plan as compensation for the Grantee’s service as an employee of the Company (or any Subsidiary or Affiliate):

Name of Grantee :

Grant Date :

Number of RSUs :

Each RSU constitutes an unfunded and unsecured promise of the Company to deliver by issue (or cause to be delivered by transfer or otherwise) to the Grantee, subject to the terms and conditions of this Agreement, one Share on the respective Delivery Date(s) as provided in this Agreement (the Shares that are deliverable to the Grantee pursuant to Section 9, the “ RSU Shares ”). Until such delivery, the Grantee has only the rights of a general unsecured creditor, and no rights as a shareholder, of the Company. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY FORFEITURE PROVISIONS SET FORTH IN SECTION 15 OR ANY ANNEX TO THIS AGREEMENT (WHERE APPLICABLE), THE DATA PRIVACY CONSENT SET FORTH IN SECTION 21, THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 22, THE ELECTRONIC DELIVERY CONSENT SET FORTH IN SECTION 23 AND THE ACCEPTANCE PROVISIONS SET FORTH IN SECTION 26.

3. Vesting . Except as otherwise provided in Sections 5, 6 and 26 or the terms of any employment or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate), the RSUs will vest in respect of one-third of the RSU Shares on each of the first, second and third anniversaries of the Grant Date (each such anniversary

a “ Scheduled Vesting Date ”). Except as otherwise provided in Sections 5 and 6 or the terms of any employment or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate), there will be no proportionate or partial vesting in the periods prior to each Scheduled Vesting Date and all vesting will occur only on the respective Scheduled Vesting Date.

4. Delivery .

(a) Subject to Sections 8 and 19 and except as otherwise provided in this Agreement, the RSU Shares will be delivered to the Grantee on the earliest of: (1) the respective Scheduled Vesting Date, (2) the date specified in Section 5 or (3) the date the RSU Shares are required to be delivered in accordance the terms of any employment or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate) upon the Grantee’s termination of employment (each such date, a “ Delivery Date ”).

(b) Notwithstanding Section 4(a), if the Grantee’s employment is terminated by the Company (or any Subsidiary or Affiliate) for Cause or the Committee determines that an event constituting Cause has occurred but before the final Delivery Date, the Grantee’s remaining rights under this Award will terminate and no additional RSU Shares will be delivered. For purposes of this Agreement, “ Cause ” means the Grantee’s (i) conviction, or plea of nolo contendere (or a similar plea), in a criminal proceeding; (ii) misconduct; (iii) dishonesty; (iv) violation of any law, rule, regulation of any governmental authority, securities exchange or association or any other regulatory or self-regulatory body or agency applicable to the Grantee or the Company (or any Subsidiary or Affiliate), or any material violation of the Company’s (or any Subsidiary’s or Affiliate’s) policies or procedures; (v) willful or repeated failure or refusal to perform the Grantee’s duties satisfactorily; (vi) engaging in any activity deemed by the Committee to be contrary or harmful to the interests of the Company (or any Subsidiary or Affiliate); or (vii) such other or different circumstances as the Committee may determine to constitute Cause; in each case as determined by the Committee, which determination will be final, binding and conclusive; provided, however, that if “Cause” is defined in an employment or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate), that definition will apply in lieu of the definition set forth herein.

(c) Subject to the Plan and applicable law, in the discretion of the Committee, in lieu of all or any portion of the RSU Shares otherwise deliverable and in accordance with Section 10(b) of the Plan, the Company may deliver cash, other securities, other Awards or other property, and in such case, all references in this Agreement to deliveries of RSU Shares will, as applicable, be deemed to include such deliveries of cash, other securities, other Awards or other property; provided that any cash, other securities, other Awards or other property that may be delivered shall not have the effect of deferring delivery or payment, U.S. income inclusion, or a substantial risk of forfeiture beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable.

5. Termination of Employment . Subject to Sections 6 and 20 and the terms of any employment or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate), if the Grantee’s employment with the Company and its Subsidiaries and Affiliates terminates for any reason prior to the final Scheduled Vesting Date, the unvested RSUs will automatically be forfeited and cancelled by the Company upon such termination of employment, and no additional RSU Shares will be delivered at any time, except as follows:

(a) Death or Disability . If the Grantee’s termination of employment is due to the Grantee’s death or Disability, the unvested RSUs will vest as of the date of such termination and be paid out to the Grantee (or his/her estate or guardian, as the case may be) promptly after but not more than 60 days after the date of the Grantee’s death or Disability. For purposes of this Agreement, “ Disability ” has the meaning set forth in Section 409A(a)(2)(C) of Internal Revenue Code of 1986, as amended, as in effect on the relevant date (or, if none, will be determined by the Committee in its sole discretion).

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(b) Retirement . If the Grantee’s termination of employment is by reason of Retirement, a portion of the unvested RSUs will vest, such that effective as of the date of such termination, the RSUs will be vested in respect of the aggregate number of RSU Shares initially subject to this Award determined by multiplying (i) the number of RSUs initially subject to this Award by (ii) the greater of (A) one-third and (B) a fraction, the numerator of which is the number of days that have elapsed from and including the Grant Date through the effective date of the Grantee’s termination of employment, and the denominator of which is 1,095 (the “ Pro Rata Portion ”). The number of RSU Shares equal to the difference between the Pro Rata Portion of the RSUs and the number of RSU Shares delivered prior to the Grantee’s termination of employment shall be paid out to the Grantee promptly after but not more than 60 days after the date of the Grantee’s Retirement. The remainder of the RSUs will be forfeited; provided that if the Grantee has completed at least 10 years of continuous service with the Company and its Subsidiaries and Affiliates (including service with any Man Group plc entity before the Effective Date of the Plan) at the time of such termination (or such shorter period of service as determined by the Committee), the Committee in its sole discretion may provide that the unvested RSUs will vest as of the effective date of the Grantee’s termination and be paid in accordance with this Section 5(b). For purposes of this Agreement, “ Retirement ” means a termination after age 60 in accordance with the retirement policies of the Company (or, as applicable, one of its Subsidiaries or Affiliates).

(c) Voluntary Resignation with Consent . If the Grantee’s employment is terminated by the Grantee for any reason (other than death, Disability or Retirement), the unvested RSUs will be forfeited; provided that if such termination is mutually agreed with the prior written consent of the Company, the Committee in its sole discretion may provide that a portion of the unvested RSUs will vest such that, effective as of the date of such termination, the RSUs will be vested in respect of the aggregate number of RSU Shares equal to the Pro Rata Portion (or such other amount that the Committee may determine) of the RSUs. The number of RSU Shares equal to the difference between the Pro Rata Portion of the RSUs and the number of RSU Shares delivered prior to the Grantee’s termination of employment shall be paid out to the Grantee promptly after but not more than 60 days after such date. The remainder of the unvested RSUs will be forfeited.

(d) Redundancy . If the Grantee’s employment is terminated by the Company (or any Subsidiary or Affiliate) for reasons of Redundancy (which for avoidance of doubt does not include a termination for death, Disability, Retirement or Cause), subject to the Grantee’s delivering to the Company and not revoking a general release of all claims in such form and substance satisfactory to the Company within 55 days following the date of such termination, a portion of the unvested RSUs will vest such that, effective as of the date of the Grantee’s termination of employment, the RSUs will be vested in respect of an aggregate number of RSU Shares equal to the Pro Rata Portion (or such other amount that the Committee may determine) of the RSUs. The number of RSU Shares equal to the difference between the Pro Rata Portion of the RSUs and the number of RSU Shares delivered prior to the Grantee’s termination of employment shall be paid out to the Grantee

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promptly after but not more than 60 days after such date. The remainder of the RSUs will be forfeited. For purposes of this Agreement, whether a termination of the Grantee’s employment is for reasons of “ Redundancy ” will be determined by the Committee in its sole discretion.

6. Change in Control . Notwithstanding any other provision of this Agreement or the Plan:

(a) If this Award does not constitute “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control, all of the Grantee’s outstanding unvested RSUs will vest and, subject to applicable law, the Shares underlying the Grantee’s outstanding unvested RSUs (or cash equal to the Fair Market Value thereof) will be delivered to the Grantee promptly after but not more than 60 days after the date of the Change in Control.

(b) If this Award constitutes “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control that is a Qualified Change in Control, all of the Grantee’s outstanding unvested RSUs will vest and, subject to applicable law, the Shares underlying the Grantee’s outstanding unvested RSUs (or cash equal to the Fair Market Value thereof) will be delivered to the Grantee promptly after but not more than 60 days after the date of the Change in Control.

(c) If this Award constitutes “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control that is not a Qualified Change in Control, all of the Grantee’s outstanding unvested RSUs will vest and, subject to applicable law, the Shares underlying the Grantee’s outstanding unvested RSUs (or cash equal to the Fair Market Value thereof) will be delivered to the Grantee on the respective Delivery Date(s) in accordance with Section 4. Any cash payment pursuant to this Section 6(c) will be credited with interest from the