JEFFERIES GROUP, INC. (a Delaware corporation) Senior Debentures due 2036 PURCHASE AGREEMENTPurchase Agreement • January 20th, 2006 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Jefferies Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Citigroup Global Markets Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Jefferies & Company, Inc., Citigroup Global Markets Inc. and Merrill Lynch are acting as Representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $500,000,000 aggregate principal amount of the Company’s Senior Debentures due 2036 (the “Securities”). The Securities are to be issued pursuant to an Indenture dated as of March 12, 2002, as amended by the First Supplemental Indenture dat
