SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Jefferies Group, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of class of securities)

472319102

(CUSIP number)

Joseph A. Orlando

Vice President and Chief Financial Officer

Leucadia National Corporation

315 Park Avenue South

New York, New York 10010

with a copy to:

Andrea A. Bernstein, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(Name, address and telephone number of person authorized to receive notices and communications)

September 22, 2011

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [].

CUSIP No.472319102 13D Page 2

1	NAME OF REPORTING PERSON:			Leucadia National Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)  [X] (b)  [   ]
3	SEC USE ONLY
4	SOURCE OF FUNDS:		N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER:		-0-
	8	SHARED VOTING POWER:		56,506,024
	9	SOLE DISPOSITIVE POWER:		-0-
	10	SHARED DISPOSITIVE POWER:		56,506,024
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			56,506,024
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:				[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			27.95%
14	TYPE OF REPORTING PERSON:			CO

CUSIP No.472319102 13D Page 3

1	NAME OF REPORTING PERSON:			Phlcorp Holding LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)  [X] (b)  [   ]
3	SEC USE ONLY
4	SOURCE OF FUNDS:		N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER:		-0-
	8	SHARED VOTING POWER:		56,506,024
	9	SOLE DISPOSITIVE POWER:		-0-
	10	SHARED DISPOSITIVE POWER:		56,506,024
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			56,506,024
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:				[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			27.95%
14	TYPE OF REPORTING PERSON:			OO

CUSIP No.472319102 13D Page 4

1	NAME OF REPORTING PERSON:			Baldwin Enterprises, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)  [X] (b)  [   ]
3	SEC USE ONLY
4	SOURCE OF FUNDS:		WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER:		-0-
	8	SHARED VOTING POWER:		56,506,024
	9	SOLE DISPOSITIVE POWER:		-0-
	10	SHARED DISPOSITIVE POWER:		56,506,024
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			56,506,024
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:				[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			27.95%
14	TYPE OF REPORTING PERSON:			CO

CUSIP No.472319102 13D Page 5

1	NAME OF REPORTING PERSON:			BEI Jeffvest, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a)  [X] (b)  [   ]
3	SEC USE ONLY
4	SOURCE OF FUNDS:		AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	15	SOLE VOTING POWER:		-0-
	16	SHARED VOTING POWER:		56,506,024
	17	SOLE DISPOSITIVE POWER:		-0-
	18	SHARED DISPOSITIVE POWER:		56,506,024
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			56,506,024
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:				[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			27.95%
14	TYPE OF REPORTING PERSON:			OO

CUSIP No.472319102 13D Page 6

This Amendment No. 3 (this “Amendment”) amends the Statement on Schedule 13D originally filed on April 30, 2008 (the “Original Schedule”) by Leucadia National Corporation (“Leucadia”) and certain subsidiaries thereof, which was subsequently amended (the Original Schedule, as amended, is referred to as the “Schedule 13D”) and is filed by and on behalf of the Reporting Persons defined herein with respect to the common stock, $0.0001 par value per share (the “Common Stock”), of Jefferies Group, Inc., a Delaware corporation (the “Company”).  Unless otherwise indicated, all capitalized terms used herein have the meaning ascribed to them in the Schedule 13D.

ITEM 2.  IDENTITY AND BACKGROUND.

In June 2009, Baldwin transferred all of the shares of Common Stock that it owned to its subsidiary, BEI Jeffvest, LLC (“Jeffvest”).  Baldwin is a direct subsidiary of Phlcorp Holding LLC, formerly, Phlcorp, Inc. (“Phlcorp”), which in turn is a direct subsidiary of Leucadia.

(a) – (c) and (f)   Jeffvest is a member managed Delaware limited liability company with its principal office at 529 East South Temple, Salt Lake City, Utah 84102.  Jeffvest is a holding company through which Leucadia holds its interest in the Company.  All of its membership interests are owned directly by Baldwin.

Baldwin is a Colorado corporation with its principal office at 529 East South Temple, Salt Lake City, Utah 84102.  Baldwin is a holding company through which Leucadia conducts certain of its operations.  All of its outstanding shares are owned by Phlcorp.

Phlcorp is a member managed Pennsylvania limited liability company with its principal office at 529 East South Temple, Salt Lake City, Utah 84102.  Phlcorp is a holding company through which Leucadia conducts certain of its operations.  All of its outstanding shares are owned by Leucadia.

Each of Jeffvest, Baldwin, Phlcorp and Leucadia is referred to as a “Reporting Person.”

The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of each Reporting Person is set forth on Amendment No. 1 to Schedule A hereto.

(d) – (e)  During the last five years none of the Reporting Persons, nor, to their knowledge, any of their directors or executive officers, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No.472319102 13D Page 7

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby supplemented, with effect from the date of this Amendment, by adding the following:

On September 22, 2011, Leucadia acquired beneficial ownership of 2,000,000 shares of Common Stock in a private transaction.  The aggregate amount of funds used by Jeffvest to purchase the additional 2,000,000 shares of Common Stock was $25,160,000.  The funds used to make such purchase were provided by a contribution to Jeffvest from its parent company, Baldwin.

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Amendment, as follows:

As of the close of business on the date of this Statement, the Reporting Persons may be deemed to beneficially own collectively an aggregate of 56,506,024 shares of Common Stock, representing approximately 27.95% of the shares of Common Stock outstanding.  All percentages in this Item 5 are based on the 202,150,582 shares of Common Stock reported as being outstanding in the Company’s Form 10-Q for the fiscal quarter ended May 31, 2011 (the “Outstanding Company Stock”).

(a)           The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D and the information on Schedule A hereto are incorporated herein by reference.  As of the close of business on the date of this Statement, the Reporting Persons beneficially owned the following shares of Common Stock:

(i)Jeffvest may be deemed to beneficially own an aggregate of 56,506,024 shares of Common Stock, representing approximately 27.95% of the Outstanding Company Stock.

(ii)By virtue of its ownership of all of the outstanding membership interests in Jeffvest, for purposes of this Statement on Schedule 13D, Baldwin may be deemed to be the beneficial owner of all of the shares of Common Stock beneficially owned by Jeffvest.

(iii)By virtue of its ownership of all of the outstanding shares of Baldwin, for purposes of this Statement on Schedule 13D, Phlcorp may be deemed to be the beneficial owner of all of the shares of Common Stock beneficially owned by Baldwin.

(iv)By virtue of its ownership of all of the outstanding membership interests in Phlcorp, for purposes of this Statement on Schedule 13D, Leucadia may be deemed to be the beneficial owner of all of the shares of Common

CUSIP No.472319102 13D Page 8

Stock beneficially owned by Jeffvest.  Therefor, Leucadia may be deemed to beneficially own an aggregate of 56,506,024 shares of Common Stock, representing approximately 27.95% of the Oustanding Company Stock.

(v)By virtue of their ownership of Leucadia common shares and their positions as Chairman of the Board, and President and a director, respectively, of Leucadia, for purposes of this Statement on Schedule 13D, Mr. Cumming and Mr. Steinberg may be deemed to be the beneficial owners of all of the shares of Common Stock beneficially owned by Leucadia.  Additionally, Mr. Cumming may be deemed to beneficially own approximately 18,936.35 shares of Common Stock and Mr. Steinberg may be deemed to beneficially own 18,729 shares of Common Stock received in their respective capacities as directors of the Company.

 (b)           The responses of the Leucadia Reporting Persons to Rows (7) through (10) of the cover pages of this Statement on Schedule 13D, Item 5(a) hereof and the information on Schedule A hereto are incorporated herein by reference.  Leucadia, Phlcorp, Baldwin and Jeffvest may be deemed, under Rule 13d-3, to have voting and dispositive power with respect to the 56,506,024 shares of Common Stock beneficially owned by Leucadia reflected in this Statement on Schedule 13D.

(c)           Except as otherwise described herein, none of the Reporting Persons has effected any transaction in Common Stock during the past sixty days.

(d)           Not applicable.

(e)           Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information set forth in Item 3 of this Amendment is incorporated herein by reference.   A copy of the Stock Purchase Agreement pursuant to which the 2,000,000 shares of Common Stock were acquired by the Reporting Persons is attached as Exhibit 1 hereto.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment, and any subsequent amendment or amendments thereto, a copy of which is included as Exhibit 2 and incorporated herein by reference in its entirety.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

1.  Stock Purchase Agreement, dated as of September 22, 2011, by and between BEI Jeffvest, LLC and Richard Handler.

CUSIP No.472319102 13D Page 9

2.  Agreement as to Joint Filing of Schedule 13D, dated as of September 22, 2011, by and among Leucadia National Corporation, Phlcorp Holding LLC, Baldwin Enterprises, Inc. and BEI Jeffvest, LLC.

CUSIP No.472319102 13D Page 10

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 23, 2011

LEUCADIA NATIONAL CORPORATION
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President and Chief Financial Officer
PHLCORP HOLDING LLC
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President
BALDWIN ENTERPRISES, INC.
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President
BEI JEFFVEST, LLC
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title	President

CUSIP No.472319102 13D Page 11

EXHIBIT INDEX

Exhibit No.

1.   Stock Purchase Agreement, dated as of September 22, 2011, by and between BEI Jeffvest, LLC and Richard B. Handler.

2.  Agreement as to Joint Filing of Schedule 13D, dated September 22, 2011, by and among Leucadia National Corporation, Phlcorp Holding LLC, Baldwin Enterprises, Inc. and BEI Jeffvest, LLC.

CUSIP No.472319102 13D Page 12

Amendment No. 1 to Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

The name, business address, present principal occupation or employment, beneficial ownership of Common Stock and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of the Reporting Persons is set forth below.  The shares of Common Stock reflected below, which includes shares of Common Stock that may be deemed to be beneficially owned under Rule 13d-3, were granted to the beneficial owner by the Issuer in connection with his service on the Issuer’s board of directors.  Unless otherwise specified, the business address of each person listed below is c/o Leucadia National Corporation, 315 Park Avenue South, New York, NY 10010.  To the knowledge of the Reporting Persons, each person listed below is a United States citizen.

For purposes of this Schedule A, Leucadia is “(a)”, Phlcorp is “(b)”, Baldwin is “(c)” and Jeffvest is “(d).”

Name and Business Address	Directorships	Offices	Principal Occupation or Employment
Ian M. Cumming c/o Leucadia National Corporation 529 E. South Temple Salt Lake City, Utah 84102	(a), (c)	Chairman of the Board of (a) and (c); Chairman of (b)	Chairman of the Board of (a)
Joseph S. Steinberg	(a), (c)	President of (a), (b) and (c)	President of (a)
Paul M. Dougan	(a)	--	Private Investor
James E. Jordan	(a)	--	Private Investor
Jesse Clyde Nichols, III	(a)	--	Private Investor
Alan J. Hirschfield	(a)	--	Private Investor and Consultant
Jeffrey C. Keil	(a)	--	Private Investor
Michael Sorkin	(a)	--	Vice Chairman of N M Rothschild Corporate Finance Limited
Philip M. Cannella		Assistant Vice President and Director of Taxes of (a); Vice President of (b), (c) and (d)	Assistant Vice President and Director of Taxes of (a)

CUSIP No.472319102 13D Page 13

Name and Business Address Directorships Offices Principal Occupation or Employment

Thomas E. Mara		Executive Vice President of (a), (b), (c) and (d)	Executive Vice President of (a)
Joseph A. Orlando	(c)	Vice President and Chief Financial Officer of (a); Vice President of (b) and (c); and President of (d)	Vice President and Chief Financial Officer of (a)
Barbara L. Lowenthal	--	Vice President and Comptroller of (a); Vice President of (b), (c) and (d)	Vice President and Comptroller of (a)
Justin R. Wheeler	--	Vice President of (a), (b), (c) and (d)	Vice President of (a)
Jane Goldman	--	Assistant Vice President of (a)	Assistant Vice President of (a)
Joseph M. O’Connor	--	Vice President of (a), (b), (c) and  (d)	Vice President of (a)
Rocco J. Nittoli	--	Vice President and Treasurer of (a), (b), (c) and (d)	Vice President and Treasurer of (a)
Corinne A. Maki	--	Assistant Secretary of (a); Vice President & Assistant Secretary of (b), (c) and (d)	Vice President & Assistant Secretary of (c)
Laura E. Ulbrandt	--	Assistant Vice President & Secretary of (a), (b), (c) and (d)	Assistant Vice President & Secretary of (a)

EX-99.1

EXHIBIT 1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and between Richard B. Handler (the “Seller”) and BEI Jeffvest, LLC (the “Purchaser”).

W I T N E S S E T H :

WHEREAS, the Seller is the owner of Two Million (2,000,000) shares of common stock, par value $0.0001 per share (the “Shares”) of  Jefferies Group, Inc., a Delaware corporation (the “Issuer”); and

WHEREAS, the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, all of the Seller’s right, title and interest in and pertaining to the Shares for an aggregate purchase price of $25,160,000 (the “Purchase Price”), all upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

1.PURCHASE AND SALE

1.1Purchase and Sale .  Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer and assign to the Purchaser, on the Closing Date (as defined below), all of the Seller’s right, interest and title in the Shares for the Purchase Price.  On the Closing Date, the Purchaser shall pay the Purchase Price to the Seller by a wire transfer of immediately available funds into an account designated by such Seller.

1.2The Closing.

(a)The closing of the purchase and sale of the Shares and the other transactions contemplated hereby (the “Closing”) shall take place on September 23, 2011 or such date and time as shall be mutually agreed to by the parties hereto, subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof (the “Closing Date”).

(b)At the Closing:

(i)the Seller shall deliver, or cause to be delivered, to the Purchaser (A) by means of electronic transfer to the account of Purchaser, the Shares (B)

and (C) all such documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and

(ii)the Purchaser shall deliver, or cause to be delivered, to the Seller (A) a wire transfer of immediately available funds into an account designated by the Seller in the amount of the Purchase Price and (B) all such documents and instruments, if any, that are mutually determined by such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement.

2.PURCHASER’S REPRESENTATIONS AND WARRANTIES

The Purchaser makes the following representations and warranties to the Seller, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder:

2.1Authority; Binding Effect.  The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2No Conflicts.  The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the certificate of incorporation or by-laws of the Purchaser, (2) any of the terms, conditions or provisions of any document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, including but not limited to, the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser.

2.3No Consents.  No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder.

2.4Affiliate Status. The Purchaser understands that the Seller may be deemed to be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

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3.SELLER’S REPRESENTATIONS AND WARRANTIES

The Seller makes the following representations and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder:

3.1Authority; Binding Effect.  The Seller has the legal capacity to execute and deliver this Agreement and to perform his obligations hereunder.  This Agreement has been duly and validly executed and delivered by the Seller and (assuming the due execution and delivery thereof by the Purchaser) constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

3.2No Conflicts.  The execution and delivery by the Seller of this Agreement and the performance by the Seller of his obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of any document, agreement or other instrument to which the Seller is a party or by which he is bound, (2) any law or regulation applicable to the Seller, including but not limited to, the Securities Act and the Exchange Act, or (3) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Seller.

3.3No Consents.  No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated hereby or the performance by the Seller of his obligations hereunder, other than filings by the Seller under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended.  No consent, approval, waiver, authorization or other action by the Issuer is required in connection with the execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated hereby or the performance by the Seller of his obligations hereunder, other than such which have been obtained by the Seller or will be obtained by the Seller on or prior to the Closing Date.

3.4Ownership and Transfer.  The Seller is the record and beneficial owner of the Shares, free and clear of any and all liens, charges, security interests, options, claims, equitable interests, pledges, proxies, voting trusts or agreements, encumbrances, restrictions or adverse interests of any kind and of any nature whatsoever (collectively, “Liens”), except for such restrictions on transfer imposed by applicable federal or state securities laws.  Upon transfer, assignment and delivery of the Shares and payment therefor in accordance with the terms of this Agreement, the Purchaser will acquire good and marketable title to such shares, free and clear of any and all Liens, except for such restrictions on transfer imposed by applicable federal or state securities laws.

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4.CONDITIONS PRECEDENT

4.1The obligations of the Purchaser and the Seller under Section 1 hereof are subject to the following conditions:

(a)All of the representations and warranties of the Purchaser and the Seller contained in this Agreement shall be true and correct on and as of the date hereof and on the Closing Date.

(b)On the Closing Date the Purchaser shall have received such documents or agreements, in such form reasonably satisfactory to Purchaser, evidencing the Issuer’s obligation to register under the Securities Act the resale by the Purchaser of the Shares.

(c)The Seller shall have received the Purchase Price and the Purchaser shall have received the Shares.

5.MISCELLANEOUS

5.1Further Assurances.  The Seller and the Purchaser agree to execute and deliver such other documents or agreements and to take such other action as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

5.2Complete Agreement; Amendments; Waivers. This Agreement constitutes the complete agreement between the parties with respect to the subject matter hereof, supercedes any previous agreement or understanding between them relating hereto and may not be modified, altered or amended except as provided herein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought.  No action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking such action or compliance with any representation, warranty, covenant or agreement contained herein.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.  No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

5.3Expenses.  Each party hereto shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

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5.4Waiver Of Jury Trial.  The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights under the transaction documents.

5.5Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

5.6Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns.  Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement.  No assignment of this Agreement or of any rights or obligations hereunder may be made by the Seller or the Purchaser (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.  Notwithstanding the foregoing, Seller shall have the right to assign all or a portion of this Agreement to one or more trusts for the benefit of his children and to charitable trusts or foundations established or designated by Seller.

5.7Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

5.8Submission to Jurisdiction; Consent to Service of Process.  The Purchaser and the Seller each agrees to submit to personal jurisdiction and to waive any objection as to venue in the federal or New York State courts located in the County of New York, State of New York.  Service of process on the Purchaser or the Seller in any action arising out of or relating to any of this Agreement shall be effective if mailed to such party in accordance with the provisions of Section 5.9 hereof.  Nothing herein shall preclude the Purchaser or the Seller from bringing suit or taking other legal action in any other jurisdiction.

5.9Notices.  All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or mailed by certified mail, return receipt required, to the parties at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

If to the Seller, to:

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Richard B. Handler

c/o Jefferies & Company, Inc.

520 Madison Ave.

New York, NY 10022

Attention: General Counsel

If to the Purchaser, to:

BEI Jeffvest, LLC

c/o Leucadia National Corporation

315 Park Avenue South

New York, NY 10010

Attention:  Joseph S. Steinberg

5.10Survival.  All of the representations, warranties, covenants and agreements of the parties in this Agreement shall survive the Closing.

5.11Section and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

5.12Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement.

 [signature page follows]

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IN WITNESS WHEREOF, each Seller and the Purchaser have executed this Agreement as of the day and year first above written.

PURCHASER:
BEI JEFFVEST, LLC
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title	President
SELLER:
/s/  Richard B. Handler
Richard B. Handler

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EX-99.2

EXHIBIT 2

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D

Dated:  September 22, 2011

The undersigned acknowledge and agree that the foregoing Amendment No. 3 to the Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the foregoing shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

LEUCADIA NATIONAL CORPORATION
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President and Chief Financial Officer
PHLCORP HOLDING LLC
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President
BALDWIN ENTERPRISES, INC.
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President
BEI JEFFVEST, LLC
By:	/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title	President