Second Supplemental Indenture, to the Indenture dated as of March 12, 2002



 Exhibit 4.1 
 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 







 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”). 
 RECITALS OF THE
COMPANY 
 The Company has duly authorized the execution and delivery of this Second Supplemental Indenture to amend certain
terms of the Original Indenture and the First Supplemental Indenture pursuant to Section 9.01(10) of the Original Indenture, as amended by the First Supplemental Indenture. 

Section 9.01(10) of the Original Indenture, as amended by the First Supplemental Indenture, provides that, without the consent of
any Holders, the Company, when authorized by a Board Resolution, may enter into one or more indentures supplemental to the Original Indenture, as supplemented by the First Supplemental Indenture, in form satisfactory to the Trustee, to, among other
purposes, cure any ambiguity, correct or supplement any provision therein which may be defective or inconsistent with any other provision therein, or make any other provisions with respect to matters or questions arising thereunder, provided that
such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect. 

Terms used herein without definition that are defined in the Original Indenture or the First Supplemental Indenture shall have the
respective meanings given them in the Original Indenture or the First Supplemental Indenture, as applicable. 
 The Company
deems it desirable to amend the Original Indenture and the First Supplemental Indenture as provided in this Second Supplemental Indenture. 
 The Company has duly authorized the execution and delivery of this Second Supplemental Indenture. 
 The amendments contained herein do not and will not adversely affect the interests of the Holders under the Original Indenture or the First Supplemental Indenture in any material respect. 

All things necessary to make this Second Supplemental Indenture a valid and legally binding agreement of the Company, in accordance with
its terms, have been done. 
 NOW THEREFORE, in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefits of all Holders of the Securities or of Series thereof, as follows: 

  
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 ARTICLE I. 
 AMENDMENTS AND MODIFICATIONS TO INDENTURE 
 Section 1.01 The definition of
“Board of Directors” in Section 1.01 of the Original Indenture is amended in its entirety to read as follows: 

“Board of Directors” means either the board of directors, board of managers or other governing body of the Company or any duly
authorized committee of that board or body. 
 Section 1.02 The definition of “Capital Stock” in Section 1.01 of the
Original Indenture is amended in its entirety to read as follows: 
 “Capital Stock”, as applied to the stock,
membership interests or other equity interests of any corporation, means the capital stock, membership interests or other equity interests of every class whether now or hereafter authorized, regardless of whether such capital stock, membership
interests or other equity interests shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of such corporation. 
 Section 1.03 The definition of “Common Stock” in Section 1.01 of
the Original Indenture, as amended by the First Supplemental Indenture, is amended in its entirety to read as follows: 

“Common Stock” includes any stock of any class of the Company which has no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 3.01(17) and (18) and
Section 15.11, shares issuable on conversion of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this instrument or shares of any class or classes resulting from any reclassification or
reclassifications thereof (or upon conversion of the Company into a limited liability company) and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the Company and which are not subject to redemption by the Company; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion
which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. 
 Section 1.04 The definition of “Corporation” in Section 1.01 of the Original Indenture is amended in its entirety to read as follows: 

“Corporation” or “corporation” means a corporation, association, company, limited liability company organized under
the laws of the State of Delaware or New York, joint-stock company or business trust. The word “corporate” will have a correlative meaning. 

  
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 Section 1.05 Section 1.01 of the Original Indenture is amended to insert the following
definition of “stock” immediately following the definition of “Stated Maturity” in Section 1.01: 

“stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of stock,
membership interests or other similar equity interests. 
 Section 1.06 Section 8.01 of the Original Indenture is amended in
its entirety to read as follows: 
 Section 8.01 When Company May Merge, Etc. 

The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge or
convert with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another Person or group of
affiliated Persons, and another Person or group of affiliated Persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to
the Company, unless: 
 (1) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such
consolidation or conversion or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being
hereinafter referred to as the “Surviving Person”), shall be a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia (except as otherwise provided in the definition of
“Corporation” contained in Section 1.01), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company
under the Securities and this Indenture and this Indenture, so supplemented, shall remain in full force and effect; provided, that if the Surviving Person is not incorporated as a business corporation, a Subsidiary incorporated under the laws of the
United States of America, any State thereof or the District of Columbia as a business corporation may, in the discretion of the Company, become a co-issuer of the Securities; 
 (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), above, no Event of Default shall have occurred and be continuing; and 

(3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to
such transaction have been satisfied. 

  
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 Section 1.07 Section 8.02 of the Original Indenture is amended in its entirety to read as
follows: 
 Section 8.02 Successor Corporation Substituted. 

Upon any consolidation, conversion or merger, or any transfer of assets in accordance with Section 8.01, the
Surviving Person formed by such consolidation or conversion or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such Surviving Person had been named as the Company herein. When a Surviving Person duly assumes all of the obligations of the Company pursuant hereto and pursuant to the Securities, the predecessor shall be relieved of
the performance and observance of all obligations and covenants of this Indenture and the Securities, including but not limited to the obligation to make payment of the principal of and interest, if any, on all the Securities then outstanding, and
the Company may thereupon or any time thereafter be liquidated and dissolved. 
 Section 1.08 Section 9.01(1) of the Original
Indenture, as amended by the First Supplemental Indenture, is amended in its entirety to read as follows: 
 (1) to evidence the
succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities, or to add a co-issuer of the Securities as provided in Section 8.01(1); or 

Section 1.09 Section 9.01(10) of the Original Indenture, as amended by the First Supplemental Indenture, is amended in its entirety to
read as follows: 
 (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the interests of
the Holders of Securities of any series in any material respect. 
 Section 1.10 The Original Indenture and the First Supplemental
shall be deemed amended and modified to the extent necessary to give effect to the foregoing. Except as amended and modified hereby, the Original Indenture and the First Supplemental Indenture shall remain in full force and effect. 

ARTICLE II. 

MISCELLANEOUS 

Section 2.01 As amended and modified by this Second Supplemental Indenture, the Indenture and the First Supplemental Indenture shall be read,
taken and construed as one and the same instrument. 
 Section 2.02 The Trustee assumes no duties, responsibilities or liabilities
by reason of this Second Supplemental Indenture, other than as set forth in the Original Indenture and the First Supplemental Indenture, as fully as if said terms and conditions were herein set forth at length. 

  
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 Section 2.03 This Second Supplemental Indenture may be executed in any number of counterparts,
each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute one and the same instrument. 
 Section 2.04 This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in
such state. 
 Section 2.05 The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental
Indenture; the recitals and statements herein are deemed to be those of the Company and not of the Trustee. 

  
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 IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	JEFFERIES GROUP, INC.
		
	By:	 	 /s/ Roland T. Kelly

	Name: Roland T. Kelly
	Title:   Assistant Secretary
	
	THE BANK OF NEW YORK MELLON
		
	By:	 	 /s/ Leslie Lockhart

	Name: Leslie Lockhart
	Title:   Vice President