Exhibit 4.1


 




	
  CERTIFICATE

  	
   

  	
  NUMBER OF

  
	
  NUMBER

  	
   

  	
  SHARES

  
					






 


LEHMAN BROTHERS HOLDINGS INC.

Incorporated
Under the Laws of the State of Delaware


 


CERTIFICATE


8.75% NON-CUMULATIVE
MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES Q

$1.00 PAR VALUE PER SHARE


AND WITH A LIQUIDATION
PREFERENCE OF $1,000.00 PER SHARE


 


CUSIP NO. 52520W218


 


This Certifies that


 


CEDE & CO.


 


is the owner of             
fully paid and non-assessable shares of 8.75% Non-Cumulative Mandatory
Convertible Preferred Stock, Series Q, $1.00 par value per share and with
a liquidation preference of $1,000.00 per share, of Lehman Brothers Holdings
Inc. (the “Corporation”) transferable only on the books of the Corporation by
the holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the
Registrar and Transfer Agent.


 


IN WITNESS  WHEREOF, the
said Corporation has caused this Certificate to be signed by its duly
authorized officers and its Corporate Seal to be hereunto affixed this     th
day of         , A.D.         .


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Vice President

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
  Countersigned and
  Registered

  	
   

  	
   

  
	
  Collectively, as Registrar
  and Transfer Agent

  	
   

  	
   

  
	
  COMPUTERSHARE
  TRUST COMPANY, N.A.

  	
   

  	
  COMPUTERSHARE
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 


The Corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof which it is authorized to issue and the
qualifications, limitations or restrictions of such preferences and/or
rights.  Such request should be addressed
to the Secretary of the Corporation or the Transfer Agent.


 

















 


LEHMAN
BROTHERS HOLDINGS INC.


 


The shares of 8.75% Non-Cumulative Mandatory
Convertible Preferred Stock, Series Q, $1.00 par value per share and with
a liquidation preference of $1,000.00 per share (the “Series Q Preferred
Stock”), have the powers, designations, preferences and relative,
participating, optional or other special rights as provided in the Certificate
of Designations, Powers, Preferences and Rights relating to the Series Q
Preferred Stock (the “Certificate of Designations”), in addition to those set
forth in the Restated Certificate of Incorporation of the Corporation (and all
amendments thereto) and the By-laws of the Corporation.


 


On July 1, 2011 (the “Mandatory Conversion Date”),
each share of Series Q Preferred Stock will mandatorily convert into
shares of common stock, $0.10 par value per share, of the Corporation (“Common
Stock”), as provided in the Certificate of Designations. At any time prior to
the Mandatory Conversion Date, each Holder may, subject to certain limitations,
elect to convert all or any portion of such Holder’s Series Q Preferred
Stock into shares of Common Stock, as provided in the Certificate of
Designations. If the Company is the subject of a Cash Acquisition (as defined
in the Certificate of Designations) on or prior to the Mandatory Conversion
Date, under certain circumstances, Holders of the Series Q Preferred Stock
will have the right, subject to certain limitations, to convert their shares of
Series Q Preferred Stock, in whole or in part, into shares of Common
Stock, as provided in the Certificate of Designations. The preceding
description is qualified in its entirety by reference to the Certificate of
Designations, and the Restated Certificate of Incorporation of the Corporation
(and all amendments thereto) and the By-laws of the Corporation.


 


THIS
CERTIFICATE IS IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE THEREOF.  THIS CERTIFICATE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC OR BY ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CORPORATION OR THE TRANSFER
AGENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 

















 


ASSIGNMENT


 


FOR VALUE RECEIVED,
                                        
HEREBY SELL, ASSIGN AND TRANSFER UNTO


 


Please Insert Social
Security or Other Identifying Number of Assignee


Please Print or
Typewrite Name and Address, Including Zip Code, of Assignee


 


                                        
SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO
HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ATTORNEY TO TRANSFER THE SAID STOCK
ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN
THE PREMISES.


 


	
  DATED

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NOTICE:

  	
   

  
	
   

  	
   

  
	
   

  	
  The Signature to this
  Assignment Must Correspond with the Name As Written Upon the Face of the
  Certificate in Every Particular, Without Alteration or Enlargement or Any
  Change Whatever.

  



 


SIGNATURE GUARANTEED


 


(Signature Must Be
Guaranteed by a Member

of a Medallion Signature Program)