0000950129-06-005262 Sample Contracts

JEFFERIES GROUP, INC.
2003 Incentive Compensation Plan Restricted Stock Units Agreement • May 10th, 2006 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York

This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on ___(the “Grant Date”) by Jefferies Group, Inc., a Delaware corporation (the “Company”), to ___ (“Employee”) of Restricted Stock Units (the “Units”), including rights to Dividend Equivalents as specified herein, as follows:

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JEFFERIES GROUP, INC. 2003 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 10th, 2006 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York

AGREEMENT dated as of [insert grant date] (the “Grant Date”), between JEFFERIES GROUP, INC., a Delaware corporation (the “Company”), and [insert employee name] (“Employee”).

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