Convertible Securities Sample Contracts

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
Convertible Securities • February 1st, 2019 • Jefferies Group Capital Finance Inc. • 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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JEFFERIES GROUP, INC., LEUCADIA NATIONAL CORPORATION and THE BANK OF NEW YORK MELLON, Trustee THIRD SUPPLEMENTAL INDENTURE To INDENTURE Dated as of October 26, 2009 Convertible Securities Dated as of February 28, 2013
Convertible Securities • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

This THIRD SUPPLEMENTAL INDENTURE, dated as of February 28, 2013, among Jefferies Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022, Leucadia National Corporation, a corporation duly organized and existing under the laws of the State of New York (“Leucadia”), having its principal office at 315 Park Avenue South, New York, New York 10010 and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”).

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