X0303 4 2010-01-19 0 0001084580 JEFFERIES GROUP INC /DE/ JEF 0001211677 HANDLER RICHARD B C/O JEFFERIES & COMPANY, INC. 520 MADISON AVE., 12TH FLOOR NEW YORK NY 10022 1 1 0 0 CEO Common Stock 2010-01-19 4 A 0 1509872 25.83 A 13650491 D Acquisition of 2010-2012 Long-Term Performance-Linked Restricted Stock Units for no cash consideration under the Jefferies Group, Inc. 2003 Incentive Compensation Plan, as amended, in a transaction exempt under Rule 16b-3(d) under the Securities Exchange Act of 1934. The restricted stock units are subject to 2010, 2011 and 2012 performance criteria and vests 1/3 on each of January 19, 2011, January 19, 2012 and January 19, 2013. Does not include 110,216 shares indirectly held by the Reporting Person by the Trustee of the Jefferies Group, Inc. Employees' Stock Ownership Plan for the benefit of the Reporting Person, and does not include 40 shares indirectly held by the Reporting Person as custodian for family accounts. Includes shares held by the Reporting Person as trustee for estate planning trusts. /s/ Roland T. Kelly, by power of attorney 2010-01-20