0000950148-06-000137 Sample Contracts

JEFFERIES GROUP, INC.
2003 Incentive Compensation Plan Restricted Stock Units Agreement • November 8th, 2006 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York

This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on August 25, 2006 (the “Grant Date”) by Jefferies Group, Inc., a Delaware corporation (the “Company”), to Richard B. Handler (“Employee”) of Restricted Stock Units (the “Units”), including rights to Dividend Equivalents as specified herein, as follows:

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