Exhibit 1
JEFFERIES GROUP, INC.
Officers' Certificate Pursuant to
Sections 2.01 and 3.01 of the Indenture
The undersigned, Joseph A. Schenk, Executive Vice President of Jefferies
Group, Inc., a Delaware corporation (the "Company") and Lloyd H. Feller,
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 at a meeting duly called and held on March 1,
2004 (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 "5.50%
Senior Notes due 2016," CUSIP number 472319 AB 8 (the "Notes").
2. The aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture (except for Notes
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 $350,000,000.
3. The interest on any Note shall be payable to the Person in
whose name that Note (or one or more Predecessor Notes) is registered at
the close of business on March 1 or September 1, as the case may be,
immediately prior to the date of payment for such interest.
4. The principal of the Notes shall be payable on
March 15, 2016.
5. The Notes shall bear interest from March 8, 2004, payable on
the dates and at the rates set forth in the attached specimen Note.
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, during such periods, at such prices and upon such terms and
conditions as are set forth in the attached specimen Note.
8. The Notes shall not be subject to the redemption at the
option of a Holder thereof or pursuant to a sinking fund or analogous
provisions.
9. The Notes shall be issued in denominations of $1,000 and any
integral multiple 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.
18. All conditions precedent under the Indenture in connection
with the authentication of the Notes have been complied with.
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.
IN WITNESS WHEREOF, we have hereunto signed our names and affixed the seal
of the Company this 8th day of March, 2004.
/s/ Joseph A. Schenk
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Joseph A. Schenk
/s/ Lloyd H. Feller
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Lloyd H. Feller