0001193125-19-026005 Sample Contracts

JEFFERIES GROUP, INC., Issuer and THE BANK OF NEW YORK, Trustee INDENTURE Dated as of March 12, 2002 Senior Securities
Indenture • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

INDENTURE, dated as of March 12, 2002, 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, 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
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”).

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

This FOURTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2013 (the “Fourth Supplemental Indenture”), among Jefferies Group LLC, a limited liability company 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, Leucadia National Corporation, a corporation duly organized and existing under the laws of the State of New York (herein called “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 (herein called the “Trustee”), to the INDENTURE, dated as of October 26, 2009 (the “Base Indenture”), between Jefferies Group, Inc., a corporation organized under the laws of the State of Delaware, and the Trustee, as amended by the FIRST SUPPLEMENTAL INDENTURE, dated as of October 26, 2009 (the “First Supplemental Indenture”), the SECOND SUPPLEMENTAL INDENTURE, dated as of December

JEFFERIES GROUP LLC. (a Delaware limited liability company) JEFFERIES GROUP CAPITAL FINANCE INC. (a Delaware corporation) GLOBAL MEDIUM TERM NOTES, SERIES A DISTRIBUTION AGREEMENT
Distribution Agreement • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York
JEFFERIES GROUP LLC and THE BANK OF NEW YORK MELLON, Trustee THIRD SUPPLEMENTAL INDENTURE To INDENTURE Dated as of March 12, 2002 Senior Debt Securities Dated as of March 1, 2013
Jefferies Group Capital Finance Inc. • February 1st, 2019 • Security brokers, dealers & flotation companies • New York

This THIRD SUPPLEMENTAL INDENTURE, dated as of March 1, 2013 (the “Third Supplemental Indenture”), among Jefferies Group LLC, a limited liability company 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”), to the INDENTURE, dated as of March 12, 2002 (the “Original Indenture”), between Jefferies Group, Inc., a corporation organized under the laws of the State of Delaware, and the Trustee, as amended by the FIRST SUPPLEMENTAL INDENTURE, dated as of July 15, 2003 and the SECOND SUPPLEMENTAL INDENTURE, dated as of December 19, 2012 (the “Second Supplemental Indenture”).

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”).

JEFFERIES GROUP, INC. and THE BANK OF NEW YORK MELLON as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 26, 2009 to INDENTURE Dated as of October 26, 2009 $345,000,000 Principal Amount 3.875% CONVERTIBLE SENIOR DEBENTURES DUE 2029
Indenture • February 1st, 2019 • Jefferies Group Capital Finance Inc. • Security brokers, dealers & flotation companies • New York

FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of October 26, 2009, between Jefferies Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).

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