0001193125-12-510071 Sample Contracts

JEFFERIES GROUP, INC. Issuer and THE BANK OF NEW YORK MELLON, Trustee SECOND SUPPLEMENTAL INDENTURE To INDENTURE Dated as of October 26, 2009 Convertible Securities Dated as of December 19, 2012
Convertible Securities • December 20th, 2012 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York

This SECOND SUPPLEMENTAL INDENTURE, dated as of December 19, 2012 (the “Second Supplemental Indenture”), to the INDENTURE, dated as of October 26, 2009 (the “Original Indenture”), as amended by the FIRST SUPPLEMENTAL INDENTURE, dated as of October 26, 2009 (the “First Supplemental Indenture”), between Jefferies Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022 and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).

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JEFFERIES GROUP, INC. Issuer and THE BANK OF NEW YORK MELLON, Trustee SECOND SUPPLEMENTAL INDENTURE To INDENTURE Dated as of March 12, 2002 Senior Securities Dated as of December 19, 2012
Jefferies Group Inc /De/ • December 20th, 2012 • Security brokers, dealers & flotation companies • New York

This SECOND SUPPLEMENTAL INDENTURE, dated as of December 19, 2012 (the “Second Supplemental Indenture”), to the INDENTURE, dated as of March 12, 2002 (the “Original Indenture”), as amended by that FIRST SUPPLEMENTAL INDENTURE, dated as of July 15, 2003 (the “First Supplemental Indenture”), between Jefferies Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022 and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).

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