**Corporate Decision 2004-2**

**February 2004**

October 29, 2003 By facscimile: 202.663.6363

and regular mail.

Franca Harris Gutierrez, Esquire

Wilmer, Cutler & Pickering

2445 M Street, N.W.

Washington, D.C. 20037

[]{.mark}

[]{.mark}

Re: Change in Bank Control Act (CBCA) notice by Lehman Brothers Holding
Inc., New York, New York ("LBHI") to acquire Neuberger Berman Trust
Company, National Association, New York, New York (NBTC). The proposed
acquisition of NBTC is part of a larger transaction involving LBHI's
acquisition of Neuberger Berman Inc. (NBI), which wholly-owns NBTC.

Application Control Nos.: 2003-NE-11-0001 Charter No.: 24151

[]{.mark}

[]{.mark}

Dear Mrs. Gutierrez:

The Office of the Comptroller of the Currency ("OCC") has reviewed your
Notice of Change in Bank Control, involving the Notice from Lehman
Brothers Holding Inc., New York, New York ("LBHI") for the acquisition
of Neuberger Berman Trust Company, National Association, New York, New
York (NBTC), filed on August 15, 2003. The proposed acquisition of NBTC
is part of a larger transaction involving LBHI's acquisition of
Neuberger Berman Inc. (NBI), which wholly-owns NBTC.

Based on our review of the filing and upon receipt of the agreement
between the OCC and Lehman Brothers dated October 29, 2003, the OCC has
determined that the notice is technically complete and has determined
not to disapprove the notice. The proposed acquisition may proceed
immediately.

Upon consummation of the agreement between LBHI and NBTC, the OCC also
approves the termination of the Amended and Restated Capital and
Liquidity Agreement, dated October 29, 2002, by and between Neuberger
Berman Inc. and the Bank.

You are reminded that the OCC requires pushdown accounting for a change
in control for at least 95 percent of the voting stock of a bank. Under
pushdown accounting, when a bank is acquired, yet retains its separate
corporate existence, the assets and liabilities of the acquired bank are
restated to their fair values as of the acquisition date. Those values,
including any goodwill, are reflected in the financial statements of the
parent and the acquired bank.

Background checks requested by the OCC have not been received yet.
Although we have decided not to delay action pending receipt of those
responses, this Office may consider remedies available to us under the
Change in Bank Control Act or other statutes, if adverse or previously
withheld information is received

This decision, and the activities and communications by OCC employees in
connection with the filing, do not constitute a contract, express or
implied, or any other obligation binding upon the OCC, the United
States, and do not affect the ability of the OCC to exercise its
supervisory, regulatory and examination authorities under applicable law
and regulations. The foregoing may not be waived or modified by any
employee or agent of the OCC or the United States.

In the event of questions, please contact Licensing Analyst Gabriel
Butler at 212.790.4055. Please include the application control number in
all correspondence.

Sincerely,

**-signed-**

Anthony P. DosSantos

Licensing Manager

Attachment: Agreement

CC: Oliver Budde

Vice President

Lehman Brothers Holdings, Inc.

399 Park Avenue, 11^th^ Floor

New York, New York 10022

**AGREEMENT BY AND BETWEEN**

**Lehman Brothers Holdings Inc.**

**New York, New York**

**and**

**The Office of the Comptroller of the Currency**

WHEREAS, pursuant to 12 C.F.R. § 5.50, any person seeking to acquire
control of a national bank shall provide 60 days' prior notice of a
change in control to the Office of the Comptroller of the Currency
("OCC");

WHEREAS, Lehman Brothers Holdings Inc. ("Lehman"), a corporation
incorporated in Delaware has submitted a notice ("Change in Control
Notice") to the OCC to acquire indirect control of Neuberger Berman
Trust Company, National Association, New York, New York ("Bank");

WHEREAS, Lehman intends to acquire 100 percent of the issued and
outstanding shares of Neuberger Berman, Inc., and, thereby, indirectly
acquire the Bank, which is a national trust bank chartered by the OCC
and wholly-owned by Neuberger Berman, Inc.;

WHEREAS, prior to determining that the Change in Control Notice was
technically complete and prior to issuing its non-objection to the
Change in Control Notice, the OCC required the fulfillment of certain
undertakings by Lehman;

WHEREAS, in fulfillment of those undertakings, Lehman, upon acquiring
the Bank will cause the Bank to enter into a written agreement with the
OCC so as to ensure that the Bank will operate in a safe and sound
manner and in accordance with all applicable laws, rules, and
regulations;

WHEREAS, also in fulfillment of those undertakings, Lehman, upon
acquiring control of the Bank, and the Bank will enter into a Capital
Assurances and Liquidity Maintenance Agreement ("CALMA") setting forth
Lehman's commitment to provide to the Bank any necessary capital and
liquidity support, in order to ensure that the Bank continues to operate
safely and soundly and in accordance with all applicable laws, rules,
and regulations; and

WHEREAS, Lehman and the OCC seek to ensure that the Bank, and each
company that from time to time is an operating subsidiary of the Bank,
will operate in a safe and sound manner and in accordance with all
applicable laws, rules, and regulations.

NOW, THEREFORE, in consideration of the above premises, the OCC and
Lehman, by and through its duly elected representative, agree as follows
("Agreement"):

I.  

#### JURISDICTION

\(1\) Upon consummation of the proposed acquisition, Lehman shall be
deemed to be an "institutional-affiliated party" ("IAP") of the Bank
within the meaning of 12 U.S.C. § 1813(u)(3).

\(2\) This Agreement shall be construed to be a "written agreement
entered into with the agency" within the meaning of 12 U.S.C.
§** **1818(b)(1).

\(3\) This Agreement shall be construed to be a "written agreement"
within the meaning of 12 U.S.C. § 1818(u)(1)(A).

\(4\) This Agreement shall not be construed to be a "written agreement"
within the meaning of 12 C.F.R. § 6.4.

\(5\) All correspondence related to this Agreement, and any information,
documentation, reports, plans and/or other written submissions which
Lehman has agreed to submit pursuant to this Agreement shall be
forwarded, by overnight mail, to:

William Reinhardt

Assistant Deputy Comptroller

Office of the Comptroller of the Currency

1114 Avenue of the Americas, Suite 3900

New York, New York 10036-7780

II. 

#### SIGNIFICANT DEVIATION OR CHANGE

\(1\) For two (2) years after the Effective Date, Lehman shall not cause
the Bank to change the proposed management and directorate of the Bank
from that proposed in the Change in Control Notice without first
obtaining the OCC's prior written determination of no objection.

III. 

#### other agreements

\(1\) No later than three (3) business days after Lehman acquires
indirect control of the Bank, Lehman shall cause the Bank to enter into
a written agreement with the OCC ("Bank/OCC Agreement"), substantially
in the form provided to Lehman by the OCC on October 29, 2003, which
shall be satisfactory to the OCC, so as to ensure that the Bank
continues to operate in a safe and sound manner and in compliance with
all applicable laws and regulations.

\(2\) No later than three business (3) days after Lehman acquires
indirect control of the Bank, Lehman will sign an agreement with the
Bank in which Lehman agrees (i) to ensure that the Bank's minimum
capital level of \$5 million in Tier 1 capital, or higher minimum
capital requirements should the OCC subsequently deem it necessary
pursuant to its regulatory authority as presently enacted or hereinafter
promulgated and in accordance with the Bank/OCC Agreement, will be
maintained and (ii) to provide the Bank with financial support, in such
amount, form, and duration as may be necessary for the Bank to meet its
ongoing liquidity obligations, as well as to promptly take any other
action necessary to address the Bank's liquidity requirements.

IV. 

#### CONCLUDING PROVISIONS

\(1\) This Agreement shall become effective on the 29^th^ day of
October, 2003 ("Effective Date"), and shall remain in full force and
effect until such time as: (i) Lehman (or any of its affiliates) ceases
to own or control the Bank for the purposes of 12 C.F.R. § 5.50; (ii)
Lehman ceases to be an IAP of the Bank pursuant to 12 U.S.C. § 1813(u)
and Paragraph (1) of Article I of this Agreement; or (iii) the OCC, in a
written notice to Lehman, indicates that the Agreement is no longer
required.

\(2\) This Agreement shall serve as written notice of the OCC's
approval, as of the effective date of the CALMA, of the termination of
the Amended and Restated Capital and Liquidity Agreement, dated October
29, 2002, by and between Neuberger Berman Inc. and the Bank pursuant to
section two of such agreement.

\(3\) It is expressly understood that if, at any time, the OCC deems it
appropriate in fulfilling the responsibilities placed upon it by the
several laws of the United States of America to undertake any action
affecting the Bank, or each company that from time to time is an
operating subsidiary of the Bank, nothing in this Agreement shall in any
way inhibit, estop, bar, or otherwise prevent the OCC from so doing.

\(4\) Any time limitations imposed by this Agreement shall begin to run
from the Effective Date. Such time requirements may be extended in
writing by the OCC for good cause upon written application by Lehman.

\(5\) This Agreement may be amended only by mutual consent of Lehman and
the OCC.

\(6\) This Agreement expressly does not form, and may not be construed
to form, a contract binding on the OCC or the United States.
Notwithstanding the absence of mutuality of obligation, or of
consideration, or of a contract, the OCC may enforce any of the
commitments or obligations herein undertaken by Lehman under its
supervisory powers, including 12 U.S.C. § 1818(b)(1), and not as a
matter of contract law. Lehman expressly acknowledges that neither
Lehman nor the OCC has any intention to enter into a contract. Lehman
also expressly acknowledges that no OCC officer or employee has
statutory or other authority to bind the United States, the U.S.
Treasury Department, the OCC, or any other federal bank regulatory
agency or entity, or any officer or employee of any of those entities to
a contract affecting the OCC's exercise of its supervisory
responsibilities.

\(7\) This Agreement constitutes the entire agreement of the parties
with regard to the specific subject matter hereof and supersedes all
prior written and/or oral understandings between the parties.

\(8\) This Agreement may be executed in counterparts, each of which
shall be considered an original and all of which together shall
constitute one and the same instrument. Executed copies of this
Agreement may be delivered by facsimile transmission or other comparable
means.

\(9\) The headings and section references contained herein are included
solely for ease of reference and in no way shall limit, expand or
otherwise affect either the substance or construction of the terms and
conditions of this Agreement or the intent of the parties hereto.

IN WITNESS WHEREOF, the undersigned, authorized by the Comptroller, has
hereunto set his hand on behalf of the Comptroller.

/s/ William P. Reinhardt

+---------------------------------------+------+-----------------------+
| William Reinhardt                     |      |                       |
|                                       |      |                       |
| Assistant Deputy Comptroller          |      |                       |
|                                       |      |                       |
| New York Field Office                 |      |                       |
|                                       |      |                       |
| Office of the Comptroller of the      |      |                       |
| Currency                              |      |                       |
+---------------------------------------+------+-----------------------+

IN WITNESS WHEREOF, the undersigned, as a duly appointed and authorized
officer of Lehman, has hereunto set his hand on behalf of Lehman.

/s/ Edward S. Grieb

+---------------------------------------+------+-----------------------+
| Edward S. Grieb                       |      |                       |
|                                       |      |                       |
| Assistant Comptroller                 |      |                       |
+---------------------------------------+------+-----------------------+

**AGREEMENT BY AND BETWEEN**

**Neuberger Berman Trust Company, National Association**

**New York, New York**

**and**

**The Office of the Comptroller of the Currency**

WHEREAS, pursuant to 12 C.F.R. § 5.50, any person seeking to acquire
control of a national bank shall provide 60 days' prior notice of a
change in control to the Office of the Comptroller of the Currency
("OCC");

WHEREAS, Lehman Brothers Holdings Inc. ("Lehman"), a corporation
incorporated in Delaware submitted a notice ("Change in Control Notice")
to the OCC to acquire indirect control of Neuberger Berman Trust
Company, National Association, New York, New York ("Bank");

WHEREAS, on or about October 29, 2003, the OCC issued its non-objection
to the Change in Control Notice subject to the fulfillment of certain
undertakings;

WHEREAS, in fulfillment of those undertakings, on or about October 29,
2003, Lehman and the OCC entered into an agreement, which specified,
[inter]{.underline} [alia]{.underline}, that, after Lehman had acquired
the Bank, Lehman would cause the Bank to enter into a written agreement
with the OCC so as to ensure that the Bank would operate in a safe and
sound manner and in accordance with all applicable laws, rules, and
regulations;

WHEREAS, Lehman acquired 100 percent of the issued and outstanding
shares of Neuberger Berman, Inc., and, thereby, indirectly, acquired the
Bank, which is a national trust bank chartered by the OCC and
wholly-owned by Neuberger Berman, Inc.;

WHEREAS, also in fulfillment of those undertakings, on or about November
4, 2003, Lehman and the Bank will enter into a Capital Assurances and
Liquidity Maintenance Agreement ("CALMA") setting forth Lehman's
commitment to provide to the Bank any necessary capital and liquidity
support, in order to ensure that the Bank continues to operate safely
and soundly and in accordance with all applicable laws, rules, and
regulations; and

WHEREAS, the Bank and the OCC seek to ensure that the Bank, and each
company that from time to time is an operating subsidiary of the Bank,
will operate in a safe and sound manner and in accordance with all
applicable laws, rules, and regulations.

NOW, THEREFORE, in consideration of the above premises, the OCC and the
Bank, by and through its duly elected Board of Directors ("Board"),
agree as follows ("Agreement"):

##### ARTICLE I

##### [JURISDICTION]{.underline}

\(1\) This Agreement shall be construed to be a "written agreement
entered into with the agency" within the meaning of 12 U.S.C.
§** **1818(b)(1).

\(2\) This Agreement shall be construed to be a "written agreement
between such depository institution and such agency" within the meaning
of 12 U.S.C. § 1818(i)(2).

\(3\) This Agreement shall not be construed to be a "written agreement"
within the meaning of 12 C.F.R. § 6.4.

\(4\) This Agreement shall be construed to be a "written agreement"
within the meaning of 12 U.S.C. § 1818(u)(1)(A).

\(5\) All correspondence related to this Agreement, and any information,
documentation, reports, plans and/or other written submissions which the
Bank or Board has agreed to submit pursuant to this Agreement shall be
forwarded, by overnight mail, to:

> William Reinhardt
>
> Assistant Deputy Comptroller
>
> Office of the Comptroller of the Currency
>
> 1114 Avenue of the Americas, Suite 3900
>
> New York, New York 10036-7780

ARTICLE II

[CAPITAL REQUIREMENTS]{.underline}

\(1\) At all times, the Bank shall maintain a minimum of \$5 million in
Tier 1 capital.

\(2\) If the Bank fails to maintain Tier 1 capital in the amount of \$5
million, the Bank shall be deemed \"undercapitalized,\" for purposes of
12 U.S.C. § 1831o and 12 C.F.R. Part 6, and the OCC shall have the
authority to take any action authorized under all provisions of 12
U.S.C. § 1831o and 12 C.F.R. Part 6 applicable to an undercapitalized
national bank. For purposes of section 1831o(e)(5), an action
\"necessary to carry out the purpose of this section\" shall include
restoration of the Bank\'s capital so that it is not
\"undercapitalized,\" and any other action deemed advisable by the OCC
to address the Bank\'s capital deficiency or the safety and soundness of
its operations.

\(3\) No later than three (3) business days after Lehman acquires
indirect control of the Bank, the Bank will sign an agreement with
Lehman, substantially in the form provided to Lehman by the OCC on
October 29, 2003, in which the Bank agrees (i) to ensure that the Bank's
minimum capital levels, or higher minimum capital requirements should
the OCC subsequently deem it necessary pursuant to its regulatory
authority as presently enacted or hereinafter promulgated, will be
maintained and (ii) to promptly notify and to make demand on Lehman for
any financial support needed to meet the Bank's liquidity requirements.
The following procedures shall govern the determination and funding of
any higher minimum capital requirements.

(a) Should the OCC consider that a higher minimum capital requirement
    may be necessary, the OCC will notify the Bank in writing of the
    proposed higher minimum capital requirements, the date by which such
    higher requirements should be reached, and an explanation of why the
    proposed higher requirements are considered necessary or appropriate
    for the Bank.

(b) Within thirty (30) days of receiving such notice, the Bank may
    respond to any or all of the items in the notice. The OCC may
    shorten this thirty (30) day time period when, in the opinion of the
    OCC, the condition of the Bank so requires, provided that the Bank
    is informed promptly of the new time period, or with the consent of
    the Bank. In its discretion, the OCC may extend the time period for
    good cause. Failure to respond within thirty (30) days or such other
    time period as may be specified by the OCC shall constitute a waiver
    of any objections to the proposed higher minimum capital
    requirements or the deadline for their achievement.

(c) After the close of the Bank's response period, the OCC will decide
    based on a review of the Bank's response and other information
    concerning the Bank, whether the higher minimum requirements should
    be established for the Bank and, if so, the requirements and the
    date the requirements will become effective. The Bank will be
    notified of the decision in writing. The notice will include an
    explanation of the decision.

    ARTICLE III

#### SIGNIFICANT DEVIATION OR CHANGE

\(1\) For two (2) years after the Effective Date, the Bank shall not
change the proposed management and directorate of the Bank from that
proposed in the Change in Control Notice without first obtaining the
OCC's prior written determination of no objection.

ARTICLE IV

[CONCLUDING PROVISIONS]{.underline}

\(1\) It is expressly and clearly understood that if, at any time, the
OCC deems it appropriate in fulfilling the responsibilities placed upon
it by the several laws of the United States of America to undertake any
action affecting the Bank, nothing in this Agreement shall in any way
inhibit, estop, bar, or otherwise prevent the OCC from so doing.

\(2\) Any time limitations imposed by this Agreement shall begin to run
from the Effective Date of this Agreement. Such time requirements may be
extended in writing by the OCC for good cause upon written application
by the Board.

\(3\) This Agreement shall become effective on the 4^th^ day of
November, 2003 ("Effective Date"), and shall remain in full force and
effect until such time as: (i) Lehman (or any of its affiliates) ceases
to own or control the Bank for the purposes of 12 C.F.R. § 5.50; (ii)
Lehman ceases to be an IAP of the Bank pursuant to 12 U.S.C. § 1813(u)
and Paragraph (1) of Article I of this Agreement; or (iii) the OCC, in a
written notice to the Bank, indicates that the Agreement is no longer
required.

\(4\) To the extent that any of the provisions of this Agreement
conflict with the terms found in any existing agreement between the OCC
and the Bank, the provisions of this Agreement shall control.

\(5\) This Agreement expressly does not form, and may not be construed
to form, a contract binding on the OCC or the United States.
Notwithstanding the absence of mutuality of obligation, or of
consideration, or of a contract, the OCC may enforce any of the
commitments or obligations herein undertaken by the Bank under its
supervisory powers, including 12 U.S.C. § 1818(b)(1), and not as a
matter of contract law. The Bank expressly acknowledges that neither the
Bank nor the OCC has any intention to enter into a contract. The Bank
also expressly acknowledges that no OCC officer or employee has
statutory or other authority to bind the United States, the U.S.
Treasury Department, the OCC, or any other federal bank regulatory
agency or entity, or any officer or employee of any of those entities to
a contract affecting the OCC's exercise of its supervisory
responsibilities.

\(6\) This Agreement constitutes the entire agreement of the parties
with regard to the specific subject matter hereof and supersedes all
prior written and/or oral understandings between the parties.

\(7\) This Agreement may be executed in counterparts, each of which
shall be considered an original and all of which together shall
constitute one and the same instrument. Executed copies of this
Agreement may be delivered by facsimile transmission or other comparable
means.

\(8\) The headings and section references contained herein are included
solely for ease of reference and in no way shall limit, expand or
otherwise affect either the substance or construction of the terms and
conditions of this Agreement or the intent of the parties hereto.

\(9\) This Agreement shall serve as written notice of the OCC's
approval, as of the effective date of the CALMA, of the termination of
the Amended and Restated Capital and Liquidity Agreement, dated October
29, 2002, by and between Neuberger Berman Inc. and the Bank pursuant to
section two of such agreement.

IN WITNESS WHEREOF, the undersigned, authorized by the Comptroller, has
hereunto set his hand on behalf of the Comptroller.

William Reinhardt

Assistant Deputy Comptroller

New York Field Office

Office of the Comptroller of the Currency

IN WITNESS WHEREOF, the undersigned, as the duly elected and acting
Board of Directors of the Bank, have hereunto set their hands on behalf
of the Bank.

Signed

+---------------------------------------+------+-----------------------+
| Albert C. Bellas, Chairman of the     |      |                       |
| Board                                 |      |                       |
|                                       |      |                       |
| Signed                                |      |                       |
+---------------------------------------+------+-----------------------+
| Stephen Brent Wells, President and    |      |                       |
| Director                              |      |                       |
|                                       |      |                       |
| Signed                                |      |                       |
+---------------------------------------+------+-----------------------+
| Howard L. Ganek, Director             |      |                       |
|                                       |      |                       |
| Signed                                |      |                       |
+---------------------------------------+------+-----------------------+
| Richard S. Levine, Director           |      |                       |
|                                       |      |                       |
| Signed                                |      |                       |
+---------------------------------------+------+-----------------------+
| Martin McKerrow, Director             |      |                       |
|                                       |      |                       |
| Signed                                |      |                       |
+---------------------------------------+------+-----------------------+
| Janet W. Prindle, Director            |      |                       |
|                                       |      |                       |
| Signed                                |      |                       |
+---------------------------------------+------+-----------------------+
| Heidi L. Seiger, Director             |      |                       |
+---------------------------------------+------+-----------------------+