Exhibit
4.04


 


This Preferred Security is a Global Security
within the meaning of the Declaration hereinafter referred to and is registered
in the name of The Depository Trust Company, a New York corporation (the “Depositary”),
or a nominee of the Depositary.  This
Preferred Security is exchangeable for Preferred Securities registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except
in limited circumstances.


 


Unless this Preferred Security Certificate is
presented by an authorized representative of the Depositary to the issuer or
its agent for registration of transfer, exchange or payment, and any Preferred
Security Certificate issued is registered in the name of Cede & Co. or such
other name as registered by an authorized representative of the Depositary (and
any payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of the Depositary), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.


 


	
  Certificate No. R-1

  	
  Number of Preferred Securities: 9,000,000

  
	
  CUSIP No. 52520X 20 8

  	
   

  



 


Certificate
Evidencing Preferred Securities

of

Lehman Brothers Holdings Capital Trust VI


 


6.24%
Preferred Securities, Series N

(liquidation amount $25 per Preferred Security)


 


Lehman Brothers
Holdings Capital Trust VI, a statutory trust formed under the laws of the State
of Delaware (the “Trust”), hereby certifies that Cede & Co. (the “Holder”)
is the registered owner of 9,000,000 preferred securities of the Trust
representing undivided beneficial ownership interests in the assets of the
Trust designated the 6.24% Preferred Securities (liquidation amount $25 per
Preferred Security) (the “Preferred Securities”).  The Preferred Securities are transferable on
the register of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in the Declaration (as defined below). 
The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Preferred Securities represented hereby are issued
and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust, dated as of January 18, 2005
(as the same may be amended from time to time (the “Declaration”), among LEHMAN
BROTHERS HOLDINGS INC., as Sponsor, BARRETT DIPAOLO, JEFFREY WELIKSON and
OLIVER BUDDE, as Regular Trustees, JPMORGAN CHASE BANK, N.A., as Property
Trustee, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee
and the holders, from time to time, of undivided beneficial ownership interests
in assets of the Trust.  Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration.  The Holder is 


 





















 


entitled to the benefits of the Guarantee to
the extent described therein.  The
Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture
to a Holder without charge upon written request to the Sponsor at its principal
place of business.


 


Upon receipt of this certificate, the Holder
is bound by the Declaration and is entitled to the benefits thereunder.


 


By acceptance, the Holder agrees to treat,
for United States federal, state and local income tax purposes, the Debentures
as indebtedness and the Preferred Securities as evidence of undivided indirect
beneficial ownership interests in the Debentures.


 


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IN WITNESS WHEREOF, the Trust has executed
this certificate this 18th day of January, 2005.


 


	
   

  	
  LEHMAN
  BROTHERS HOLDINGS

  CAPITAL TRUST VI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barrett S. DiPaolo

  	
   

  
	
   

  	
   

  	
  Name: Barrett S. DiPaolo

  
	
   

  	
   

  	
  Title: Regular Trustee

  



 


This is one of the Securities referred to in
the within-mentioned Declaration.


 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  as Property Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tai B. Lee

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


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