exv4w2









Exhibit 4.2




JEFFERIES GROUP, INC.




Officers’ Certificate Pursuant to

Section 3.01 of the Indenture



November 9, 2010



     The undersigned, Peregrine C. Broadbent, Executive Vice President of Jefferies Group, Inc., a
Delaware corporation (the “Company”) and Jeffrey R. Whyte, Assistant Secretary of the
Company, pursuant to Section 3.01 of the Indenture, dated as of March 12, 2002, as supplemented by
the First Supplemental Indenture, dated as of July 15, 2003, between the Company and The Bank of
New York, as Trustee (as so supplemented, the “Indenture”), and pursuant to resolutions
duly adopted by the Board of Directors of the Company by unanimous written consent on November 1,
2010 (the “Resolutions”), hereby establish and approve the terms of a series of debt
securities of the Company, it being understood that any term used herein which is not defined
herein shall have the meaning ascribed to it in the Indenture:



     1. The title of the Securities of the series shall be the “$500,000,000 3.875% Senior Notes
due 2015,” CUSIP number 472319AJ1 (the “Notes”).



     2. The aggregate principal amount of the Notes which may be authenticated and delivered under
the Indenture (except for the Note authenticated and delivered upon registration or transfer of, or
in exchange for, or in lieu of, other Notes pursuant to
Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Notes which, pursuant to Section
3.03, are deemed never to have been authenticated and delivered under the Indenture) is
$500,000,000.



     3. The interest on each Note shall be payable on each May 9 and November 9 to the Person in
whose name that Note (or one or more Predecessor Notes) is registered at the close of business on
the Regular Record Date.



     4. The principal of the Notes shall be payable on November 9, 2015.



     5. The Notes shall bear interest at the rate of 3.875% per annum from November 9, 2010,
payable on each May 9 and November 9 to holders of record at the close of business on the
immediately preceding April 24 and October 25, commencing May 9, 2011.



     6. The principal of and interest and premium, if any, on the Notes shall be payable at such
location or locations as are set forth in the attached specimen Note.



     7. The Notes shall be subject to redemption at the option of the Company in whole or in part
at any time at the redemption price and upon the other terms and conditions as are set forth in the
attached specimen Note.













 





     8. The Notes shall not be subject to redemption at the option of a Holder thereof or
pursuant to any sinking fund or analogous provisions.



     9. The Notes shall be issued in denominations of $5,000 and integral multiples of $1,000 in
excess thereof.



     10. The currency in which payment of the principal of and any premium and interest on the
Notes shall be payable is the United States dollar.



     11. The principal amount of the Notes shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.02 of the Indenture.



     12. The provisions of Article XIII of the Indenture shall not apply to the Notes.



     13. The Notes shall be subject to the Defeasance and Covenant Defeasance provisions of Article
XIV of the Indenture.



     14. The Notes shall not be convertible into the Common Stock of the Company or any other
securities.



     15. The Notes shall be issued by the Company to the Depository Trust Company in the form of
one or more Global Securities, and there are no circumstances other than those set forth in Section
3.05 of the Indenture in which any Global Security may be
transferred to, and registered and exchanged for Securities registered in the name of, a
Person other than DTC or a nominee thereof.



     16. There shall not be any additions to or changes of the covenants set forth in Article X of
the Indenture that applies to the Notes.



     17. There shall be no other terms of the Notes, except as set forth herein and in the
Indenture.



     Furthermore, the undersigned, pursuant to Section 2.01 of the Indenture and pursuant to the
authority delegated by the Board of Directors of the Company to the undersigned in the Resolutions,
hereby establish the form of the Notes, a true and complete specimen of which is attached hereto.



[Remainder of page intentionally left blank]
















 








     IN WITNESS WHEREOF, we have hereunto singed our names and affixed the seal of the Company as
of the date first set forth above.



	 	 	 	 	 
	 	 	 
	 	                                                          /s/ Peregrine C. Broadbent
 	 
	 	Peregrine C. Broadbent 	 
	 	Executive Vice President 	 
	 
	 	 	 
	 	                                                          /s/ Jeffrey R. Whyte
 	 
	 	Jeffrey R. Whyte 	 
	 	Assistant Secretary