Exhibit 4.01


LEHMAN BROTHERS HOLDINGS INC.


Buffered Return Enhanced Notes Linked to the Nikkei 225SM Index Due
September 14, 2008


	
  Number R-1

  	
   

  	
  $4,580,000

  
	
  ISIN US524908VN75

  	
   

  	
  CUSIP
  524908VN7

  



See Reverse for Certain Definitions


THIS SECURITY (THIS “SECURITY”) IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), 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.


LEHMAN BROTHERS HOLDINGS INC., a corporation
duly organized and existing under the laws of the State of Delaware
(hereinafter called the “Company”), for value received, hereby promises
to pay to CEDE & CO. or registered assigns, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, on the Maturity
Date, in such coin or currency of the United States of America at the time of
payment shall be legal tender for the payment of public and private debts, for
each $1,000 principal amount of the Securities represented hereby, an amount
equal to the Payment at Maturity. THE SECURITIES REPRESENTED HEREBY SHALL NOT
BEAR ANY INTEREST.


Any amount payable on the Maturity Date
hereon will be paid only upon presentation and surrender of this Security.


REFERENCE IS HEREBY MADE TO THE FURTHER
PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.










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IN WITNESS WHEREOF, Lehman Brothers Holdings
Inc. has caused this instrument to be signed by its Chairman of the Board, its
President, its Vice Chairman, its Chief Financial Officer, one of its Vice
Presidents or its Treasurer, by manual or facsimile signature under its
corporate seal, attested by its Secretary or one of its Assistant Secretaries
by manual or facsimile signature.


Dated:    March
14, 2007


	
  [SEAL]

  	
  LEHMAN BROTHERS HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James J. Killerlane III

  	
   

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Aaron Guth

  	
   

  
	
   

  	
   

  	
  Assistant Secretary

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


	
  CITIBANK, N.A.

  	
   

  	
   

  
	
   as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Wafaa Orfy

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  	
   

  
							



 


















Reverse of Security


This Security is one of a duly authorized series of
Securities of the Company designated as Buffered Return Enhanced Notes Linked to the Nikkei 225SM Index Due September 14,
2008 (herein called the “Securities”). 
The Company may, without the consent of the holders of the Securities,
create and issue additional notes ranking equally with the Securities and
otherwise similar in all respects so that such further notes shall be
consolidated and form a single series with the Securities; provided that no
additional notes can be issued if an Event of Default has occurred with respect
to the Securities.  This series of
Securities is one of an indefinite number of series of debt securities of the
Company, issued and to be issued under an indenture, dated as of September 1,
1987, as amended (herein called the “Indenture”), duly executed and
delivered by the Company and Citibank N.A., as trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities.


The Payment at Maturity at the request of the
Trustee, shall be determined by the Calculation Agent pursuant to the
Calculation Agency Agreement.  The
Trustee shall fully rely on the determination by the Calculation Agent of the
Payment at Maturity and shall have no duty to make any such determination.  The Calculation Agent will provide written notice
to the Trustee at its New York office, on which notice the Trustee may
conclusively rely, of the Payment at Maturity on or prior to 11:00 a.m. on the
Business Day preceding the Maturity Date.


All calculations with respect to the Initial Index
Level, the Ending Index Level, the Index Return or any Index Closing Level will
be rounded to the nearest one hundred-thousandth, with five one-millionths
rounded upward (e.g., .876545 would
be rounded to .87655); all dollar amounts related to determination of the
payment per $1,000 principal amount note at maturity, if any, will be rounded
to the nearest ten-thousandth, with five one hundred-thousandths rounded upward
(e.g., .76545 would be rounded up
to .7655); and all dollar amounts paid on the aggregate principal amount of
Securities per Holder will be rounded to the nearest cent, with one-half cent
rounded upward.


This Security is not subject to any sinking fund.


If an Event of Default with respect to the
Securities shall occur and be continuing, the amounts payable on all of the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.  The amount
payable to the Holder hereof upon any acceleration permitted under the
Indenture will be equal to the Payment at Maturity calculated as though the
date of acceleration were the Maturity Date and the third Business Day
immediately preceding the date of acceleration were the Observation Date.  If the maturity of the Securities is
accelerated because of an Event of Default, the Company shall, or shall cause
the Calculation Agent to, provide written notice to the Trustee at its New York
office, on which notice the Trustee may conclusively rely, and to The
Depository Trust Company of the cash amount due with respect to the Securities
as promptly as possible and in no event later than two Business Days after the
date of acceleration.










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The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not less than 662/3% in aggregate
principal amount of each series of Securities at the time Outstanding to be
affected (each series voting as a class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to, or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Securities of all such series; provided, however, that no such supplemental
indenture shall, among other things, (i) change the fixed maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, if any, or reduce any premium payable
on redemption, or make the principal thereof, or premium, if any, or interest
thereon, if any, payable in any coin or currency other than that hereinabove
provided, without the consent of the holder of each Security so affected, or
(ii) change the place of payment on any Security, or impair the right to
institute suit for payment on any Security, or reduce the aforesaid percentage
of Securities, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of each Security so
affected.  It is also provided in the
Indenture that, prior to any declaration accelerating the maturity of any
series of Securities, the holders of a majority in aggregate principal amount of
the Securities of such series Outstanding may on behalf of the holders of all
the Securities of such series waive any past default or Event of Default under
the Indenture with respect to such series and its consequences, except a
default in the payment of interest, if any, or the principal of, or premium, if
any, on any of the Securities of such series, or in the payment of any sinking
fund installment or analogous obligation with respect to Securities of such
series.  Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future holders and owners of this Security and any Securities
which may be issued in exchange or substitution hereof, irrespective of whether
or not any notation thereof is made upon this Security or such other Securities.


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
Payment at Maturity with respect to this Security.


The Securities are issuable in denominations of
$1,000 and any whole multiples of $1,000.


The Company, the Trustee, and any agent of the
Company or of the Trustee may deem and treat the registered holder (the “Holder”)
hereof as the absolute owner of this Security (whether or not this Security
shall be overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment hereof, or on account hereof, and
for all other purposes and neither the Company nor the Trustee nor any agent of
the Company or of the Trustee shall be affected by any notice to the
contrary.  All such payments made to or
upon the order of such registered holder shall, to the extent of the sum or
sums paid, effectually satisfy and discharge liability for moneys payable on
this Security.


No recourse for the payment of the principal of,
premium, if any, or interest on this Security, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as 










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such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the Corporate Trust Office or agency in a Place of Payment for this
Security, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or such Holder’s attorney duly authorized in writing, and
thereupon one or more new Securities of this series or of like tenor and of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


The Company intends to treat, and by
purchasing this Security, the Holder agrees to treat, for all tax purposes,
this Security as a cash-settled financial contract, rather than as a debt
instrument.


THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


Definitions


Set forth below are definitions of the terms used in
this Security.


“Buffer Amount” shall be equal to 10%.


“Business Day”, notwithstanding any provision
in the Indenture, shall mean any day that is not a Saturday or Sunday and that is
not a day on which banking institutions in The City of New York are authorized
or obligated by law to close.


“Calculation Agency Agreement” shall mean the
Calculation Agency Agreement, dated as of December 21, 2006 between the Company
and the Calculation Agent, as amended from time to time, or any successor
calculation agency agreement.


“Calculation Agent” shall mean the person
that has entered into an agreement with the Company providing for, among other
things, the determination of the Payment at Maturity, which term shall, unless
the context otherwise requires, include its successors and assigns.  The initial Calculation Agent shall be Lehman
Brothers Inc.


“Closing Price” of
a security, on any particular day, means the last reported sales price for that
security on the Relevant Exchange at the scheduled weekday closing time of the
regular trading session of the Relevant Exchange.  If, however, the security is not listed or
traded on a bulletin board, then the Closing Price of the security will be
determined using the average execution price per share that an affiliate of the
Company pays or receives upon the purchase or sale of the security used to
hedge the Company’s obligations under the Securities.










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“Company” shall
have the meaning set forth on the face of this Security.


“Ending Index Level”
shall mean the Index Closing Level on the Observation Date.


“Holder” shall have
the meaning set forth on the reverse of this Security.


“Indenture” shall
have the meaning set forth on the reverse of this Security.


“Initial Index Level”
shall equal 17164.04, which was the Index Closing Level on the Pricing Date.


“Index” shall mean
the Nikkei 225SM Index, as calculated,
published and disseminated by Nikkei Inc.


“Index Closing Level”
on
any Trading Day will generally equal the official closing level of the Index,
or any Successor Index thereto published following the regular official weekday
close of trading for the Index on that Trading Day.


 “Index
Return”, as calculated by the Calculation Agent, is
calculated as follows:


	
  

  	
  Ending Index Level — Initial Index Level

  	
   

  
	
   

  	
  Initial Index Level

  	
   

  



 


“Leverage Factor” shall be equal to 1.11111.


“Market Disruption Event”, with respect to the Index (or any Successor Index) shall mean:


·              a suspension, absence or material
limitation of trading of stocks then constituting 20% or more of the level of
the Index (or the relevant Successor Index) on the Relevant Exchanges for such
securities at any time during the one hour period preceding the close of the
principal trading session on such Relevant Exchange;


·              a breakdown or failure in the
price and trade reporting systems of any Relevant Exchange as a result of which
the reported trading prices at any time for stocks then constituting 20% or
more of the level of the Index (or the relevant Successor Index) at any time
during the one hour period preceding the close of the principal trading session
on such Relevant Exchange are materially inaccurate;


·              a suspension, absence or material
limitation of trading on any major securities exchange for trading in futures
or options contracts or exchange traded funds related to the Index (or the
relevant Successor Index) at any time during the one hour period preceding the
close of the principal trading session on such exchange; or


·              a decision to permanently
discontinue trading in the relevant futures or options contracts or exchange
traded funds;


 
















 5


 


in each case as determined by the Calculation
Agent in its sole discretion.


For the purpose of determining whether a Market
Disruption Event exists at any time, if trading in a security included in the
Index (or the relevant Successor Index) is materially suspended or materially
limited at that time, then the relevant percentage contribution of that
security to the level of the Index (or the relevant Successor Index) shall be
based on a comparison of:


·              the portion of the level of the
Index (or the relevant Successor Index) attributable to that security relative
to


·              the overall level of the Index (or
the relevant Successor Index),


in each case immediately before that suspension
or limitation.


For purposes of determining whether a Market
Disruption Event has occurred:


·              a limitation on the hours or
number of days of trading will not constitute a Market Disruption Event if it
results from an announced change in the regular business hours of the Relevant
Exchange or market;


·              limitations pursuant to the rules of
any Relevant Exchange similar to NYSE Rule 80B (or any applicable rule or
regulation enacted or promulgated by any other self-regulatory organization or
any government agency of scope similar to NYSE Rule 80B as determined by the
Calculation Agent in its sole discretion) on trading during significant market
fluctuations will constitute a suspension, absence or material limitation of
trading;


·              a suspension of trading in futures
or options contracts on the Index (or the relevant Successor Index) by the primary
securities market trading in such contracts by reason of:


·              a price change exceeding limits
set by such exchange or market,


·              an imbalance of orders relating to
such contracts, or


·              a disparity in bid and ask quotes
relating to such contracts


will, in each such case,
constitute a suspension, absence or material limitation of trading in futures
or options contracts related to the Index (or the relevant Successor Index);
and


·              a suspension, absence or material
limitation of trading on any Relevant Exchange or on the primary market on
which futures or options contracts related to the Index (or the relevant
Successor Index) are traded will not include any time when such market is
itself closed for trading under ordinary circumstances.










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“Maturity Date” shall
mean September 14, 2008, unless that day is not a Business Day, in which case the amount equal to the Payment at
Maturity that would otherwise be due on the scheduled Maturity Date will
instead be due on the next succeeding Business Day following such scheduled
Maturity Date, with the same effect as if paid on the scheduled Maturity Date;
provided that if due to a non-Trading Day or a Market Disruption Event, the
Observation Date is postponed so that it falls less than three Business Days
prior to the scheduled Maturity Date, the Maturity Date will be the third
Business Day following the Observation Date, as postponed.


“Observation Date” shall mean
September 10, 2008, provided that if the Observation Date is not a Trading Day
or if there is a Market Disruption Event on such day, such Observation Date
will be postponed to the immediately succeeding Trading Day during which no
Market Disruption Event shall have occurred or is continuing; provided that the
Index Ending Level will not be determined on a date later than the eighth
scheduled Trading Day after the scheduled Observation Date, and if such day is
not a Trading Day, or there is a Market Disruption Event on such date, the
Calculation Agent will determine the Ending Index Level on such date in accordance
with the formula for and method of calculating the Index Closing Level last in
effect prior to commencement of the Market Disruption Event (or prior to the
non-Trading Day), using the Closing Price (or, if trading in the relevant
securities has been materially suspended or materially limited, the Calculation
Agent’s good faith estimate of the Closing Price that would have prevailed but
for such suspension or limitation or non-Trading Day) on such eighth scheduled
Trading Day of each security most recently included in the Index.


“Participation Rate” shall be equal to
200%.


“Payment at Maturity”, as calculated
by the Calculation Agent for each $1,000 principal amount Security shall equal:


·                  If the Ending Index Level is above the Initial Index
Level and the Index Return multiplied by the Participation Rate does not exceed
the Maximum Total Return, $1,000 + ($1,000 x Index Return x Participation
Rate).


·                  If the Ending Index Level is above the Initial Index
Level and the Index Return multiplied by the Participation Rate exceeds the
Maximum Total Return, $1,000 + ($1,000 x Maximum Total Return).


·                  If the Ending Index Level is equal to or below the
Initial Index Level and such decline is equal to or less than the Buffer
Amount, $1,000.


·                  If the Ending Index Level is below the Initial Index
Level by more than the Buffer Amount, $1,000 + [$1,000 x (Index Return + Buffer
Amount) x Leverage Factor].


“Place of Payment”
shall mean the place or places where the Payment at Maturity on the Securities
is payable.


“Pricing Date” shall mean March 9,
2007.










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“Relevant Exchange” for any security (or any
combination thereof) then included in the Index or any Successor Index, means
the primary exchange, quotation system (which includes bulletin board services)
or other market of trading for such security.


“Securities”
shall have the meaning set forth on the reverse of this Security.


“Security”
shall have the meaning set forth on the face of this Security.


“Successor Index” shall have the
meaning specified under “Discontinuation of the Index; Alteration of Method of
Calculation.”


“Trading Day” means a day, as determined by
the Calculation Agent, on which trading is generally conducted (i) on the
Relevant Exchanges for securities included in the Index (or the relevant
Successor Index) and (ii) the
exchanges on which futures or options contracts related to the Index (or the
relevant Successor Index) are traded, other than a day on which trading on such
Relevant Exchange or exchange on which such securities, futures or options
contracts are traded is scheduled to close prior to its scheduled weekday
closing time.


“Trustee” shall
have the meaning set forth on the reverse of this Security.


All terms used but not defined in this
Security are used herein as defined in the Calculation Agency Agreement or the
Indenture.


Calculation Agent


The Calculation Agent
will determine, among other things, the Initial Index Level, the Index Closing
Level on the Observation Date, the Ending Index Level, the Index Return and the
payment at maturity, if any, on the Securities. In addition, the Calculation
Agent will determine whether there has been a Market Disruption Event or a
discontinuation of the Index and whether there has been a material change in
the method of calculating the Index.  All
calculations, determinations and adjustments made by the Calculation Agent will
be at the sole discretion of the Calculation Agent and will, in the absence of
manifest error, be conclusive for all purposes and binding on Holders and on
the Company. The Company may appoint a different Calculation Agent from time to
time after the date of the original issue of the Securities without Holders’
consent and without notifying Holders.


Discontinuation of the Index;
Alteration of Method of Calculation


If Nikkei Inc.
discontinues publication of the Index and Nikkei Inc. or another entity
publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to the discontinued Index
(a “Successor Index”), then any Index Closing Level will be determined by
reference to the level of such Successor Index at the close of trading on the
Relevant Exchange or market for the Successor Index on each Observation Date.
Upon any selection by the Calculation Agent of a Successor Index, the Calculation
Agent will cause written notice thereof to be promptly furnished to the
Trustee, to the Company and to the Holders.










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If Nikkei Inc.
discontinues publication of the Index prior to, and such discontinuation is
continuing on, a Observation Date, and the Calculation Agent determines, in its
sole discretion, that no Successor Index is available at such time, or the
Calculation Agent has previously selected a Successor Index and publication of
such Successor Index is discontinued prior to, and such discontinuation is
continuing on, such Observation Date, or if Nikkei Inc. (or the publisher of
any Successor Index) fails to calculate and publish an Index Closing Level for
the Index (or any Successor Index) on any date when it would ordinarily do so
in accordance with its customary practice, then the Calculation Agent will
determine the Index Closing Level for such date. The Index Closing Level will
be computed by the Calculation Agent in accordance with the formula for and
method of calculating the Index or Successor Index, as applicable, last in
effect prior to such discontinuation or failure to calculate or publish an
Index Closing Level for the Index or Successor Index, as applicable, using the
Closing Price (or, if trading in the relevant securities has been materially
suspended or materially limited, its good faith estimate of the Closing Price
that would have prevailed but for such suspension or limitation) at the close
of the principal trading session on such date of each security most recently
composing the Index or Successor Index, as applicable.


If at any time the method of calculating the Index or a Successor Index,
or the level thereof, is changed in a material respect, or if the Index or a
Successor Index is in any other way modified so that the Index or such
Successor Index does not, in the opinion of the Calculation Agent, fairly
represent the level of the Index or such Successor Index had such changes or
modifications not been made, then the Calculation Agent will, at the close of
business in New York City on each date on which the Index Closing Level is to
be determined, make such calculations and adjustments as, in the good faith
judgment of the Calculation Agent, may be necessary in order to arrive at a
level of a stock index comparable to the Index or such Successor Index, as the
case may be, as if such changes or modifications had not been made, and the
Calculation Agent will calculate the Index Closing Level with reference to the
Index or such Successor Index, as adjusted. Accordingly, if the method of
calculating the Index or a Successor Index is modified so that the level of the
Index or such Successor Index is a fraction of what it would have been if there
had been no such modification (e.g., due to a
split in the Index), then the Calculation Agent will adjust its calculation of
the Index or such Successor Index in order to arrive at a level of the Index or
such Successor Index as if there had been no such modification (e.g., as if such split had not occurred).










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The following abbreviations, when used in the
inscription on the face of the within Security, shall be construed as though
they were written out in full according to applicable laws or regulations:


	
  TEN COM -

  	
   

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT - ______ Custodian ______

  
	
   

  	
   

  	
   

  	
   

  	
                                          (Cust)                     (Minor)

  
	
  TEN ENT -

  	
   

  	
  as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors

  
	
  JT TEN -

  	
   

  	
  as joint tenants with right of

  	
   

  	
  Act ______________________________________

  
	
   

  	
   

  	
  Survivorship and not as tenants in common

  	
   

  	
                               (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  



Additional abbreviations may also be used though not
in the above list.


________________________________


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto


PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


	
         

  	
   

  	
   

  	
   

  
	
        

  	
   

  	
   

  	
   

  



 


	
  

  
	
  (Name and
  Address of Assignee, including zip code, must be printed or typewritten.)

  
	
   

  
	
   

  
	
  the within Security,
  and all rights thereunder, hereby irrevocably constituting and appointing

  
	
   

  
	
   

  
	
  to transfer the
  said Security on the books of the Company, with full power of substitution in
  the premises.

  



Dated:


___________________________


 


NOTICE:  The signature to this assignment must
correspond with the name as it appears upon the face of the within Security in
every particular, without alteration or enlargement or any change whatever.


Signature(s) Guaranteed:


___________________________


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION
SIGNATURE GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.