X0303 4 2010-01-19 0 0001084580 JEFFERIES GROUP INC /DE/ JEF 0001275002 FRIEDMAN BRIAN P C/O JEFFERIES & COMPANY, INC. 520 MADISON AVE. NEW YORK NY 10022 1 1 0 0 Chairman, Executive Committee Common Stock 2010-01-19 4 A 0 348432 25.83 A 3918859 D Acquisition of 2009 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 performance criteria and vests 1/3 on each of January 19, 2011, January 19, 2012 and January 19, 2013. /s/ Roland T. Kelly, by power of attorney 2010-01-20