Exhibit 4.03


 


AMENDED AND RESTATED DECLARATION OF TRUST


 


Lehman Brothers Holdings Capital Trust VI


 


Dated as of January 18, 2005


 





















 


CROSS REFERENCE TABLE*


 


	
  Section of Trust

  Indenture Act of

  1939, as amended

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  Inapplicable

  
	
  310(b)

  	
   

  	
  29

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  9

  
	
  311(b)

  	
   

  	
  9

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  Inapplicable

  
	
  312(b)

  	
   

  	
  9

  
	
  312(c)

  	
   

  	
  Inapplicable

  
	
  313(a)

  	
   

  	
  Inapplicable

  
	
  313(b)

  	
   

  	
  Inapplicable

  
	
  313(c)

  	
   

  	
  Inapplicable

  
	
  313(d)

  	
   

  	
  9

  
	
  314(a)

  	
   

  	
  14

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  9

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  Inapplicable

  
	
  314(f)

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
  Inapplicable

  
	
  315(b)

  	
   

  	
  Inapplicable

  
	
  315(c)

  	
   

  	
  Inapplicable

  
	
  315(d)

  	
   

  	
  Inapplicable

  
	
  316(a)

  	
   

  	
  9, 10, 11

  
	
  316(b)

  	
   

  	
  Inapplicable

  
	
  316(c)

  	
   

  	
  14

  
	
  317(a)

  	
   

  	
  Inapplicable

  
	
  317(b)

  	
   

  	
  18

  
	
  318(a)

  	
   

  	
  Inapplicable

  



 










*              This
Cross-Reference Table does not constitute part of the Declaration and shall not
have any bearing upon the interpretation of any of its terms or provisions.


 


i





















 


Table of
Contents


 


	
  ARTICLE
  1 INTERPRETATION AND DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  1.1.  Interpretation and Definitions.

  	
   

  
	
   

  	
  Affiliate

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  
	
   

  	
  Beneficial
  Owners

  	
   

  	
   

  
	
   

  	
  Business Day

  	
   

  	
   

  
	
   

  	
  Certificate

  	
   

  	
   

  
	
   

  	
  Certificate
  of Trust

  	
   

  	
   

  
	
   

  	
  Clearstream
  Banking

  	
   

  	
   

  
	
   

  	
  Closing Date

  	
   

  	
   

  
	
   

  	
  Code

  	
   

  	
   

  
	
   

  	
  Commission

  	
   

  	
   

  
	
   

  	
  Common Securities Holder

  	
   

  	
   

  
	
   

  	
  Common
  Security

  	
   

  	
   

  
	
   

  	
  Common Security Certificate

  	
   

  	
   

  
	
   

  	
  Corporate
  Trust Office

  	
   

  	
   

  
	
   

  	
  Covered Person

  	
   

  	
   

  
	
   

  	
  Debenture
  Issuer

  	
   

  	
   

  
	
   

  	
  Debenture Issuer
  Indemnified Person

  	
   

  	
   

  
	
   

  	
  Debenture
  Trustee

  	
   

  	
   

  
	
   

  	
  Debentures

  	
   

  	
   

  
	
   

  	
  Delaware
  Trustee

  	
   

  	
   

  
	
   

  	
  Depositary

  	
   

  	
   

  
	
   

  	
  Depositary
  Participant

  	
   

  	
   

  
	
   

  	
  Direct Action

  	
   

  	
   

  
	
   

  	
  Distribution

  	
   

  	
   

  
	
   

  	
  Euroclear

  	
   

  	
   

  
	
   

  	
  Exchange Act

  	
   

  	
   

  
	
   

  	
  Fiduciary Indemnified
  Person

  	
   

  	
   

  
	
   

  	
  Fiscal Year

  	
   

  	
   

  
	
   

  	
  Global
  Security

  	
   

  	
   

  
	
   

  	
  Guarantee

  	
   

  	
   

  
	
   

  	
  Holder

  	
   

  	
   

  
	
   

  	
  Indemnified
  Person

  	
   

  	
   

  
	
   

  	
  Indenture

  	
   

  	
   

  
	
   

  	
  Indenture Event of Default

  	
   

  	
   

  
	
   

  	
  Investment
  Company

  	
   

  	
   

  
	
   

  	
  Investment
  Company Act

  	
   

  	
   

  
	
   

  	
  Investment Company Event

  	
   

  	
   

  
	
   

  	
  Legal Action

  	
   

  	
   

  
	
   

  	
  List of
  Holders

  	
   

  	
   

  
	
   

  	
  Majority in Liquidation
  Amount

  	
   

  	
   

  



 


ii





















 


	
   

  	
  New
  York Stock Exchange

  	
   

  	
   

  
	
   

  	
  Officers’
  Certificate

  	
   

  	
   

  
	
   

  	
  Paying Agent

  	
   

  	
   

  
	
   

  	
  Payment Amount

  	
   

  	
   

  
	
   

  	
  Person

  	
   

  	
   

  
	
   

  	
  Preferred
  Security

  	
   

  	
   

  
	
   

  	
  Preferred Security
  Certificate

  	
   

  	
   

  
	
   

  	
  Property
  Account

  	
   

  	
   

  
	
   

  	
  Property
  Trustee

  	
   

  	
   

  
	
   

  	
  Pro Rata

  	
   

  	
   

  
	
   

  	
  Quorum

  	
   

  	
   

  
	
   

  	
  Redemption/Distribution
  Notice

  	
   

  	
   

  
	
   

  	
  Redemption
  Price

  	
   

  	
   

  
	
   

  	
  Regular
  Trustee

  	
   

  	
   

  
	
   

  	
  Related Party

  	
   

  	
   

  
	
   

  	
  Responsible
  Officer

  	
   

  	
   

  
	
   

  	
  Rule 3a-5

  	
   

  	
   

  
	
   

  	
  Securities

  	
   

  	
   

  
	
   

  	
  Securities Act

  	
   

  	
   

  
	
   

  	
  Special Event

  	
   

  	
   

  
	
   

  	
  Sponsor

  	
   

  	
   

  
	
   

  	
  Statutory
  Trust Act

  	
   

  	
   

  
	
   

  	
  Successor Delaware Trustee

  	
   

  	
   

  
	
   

  	
  Successor
  Entity

  	
   

  	
   

  
	
   

  	
  Successor Property Trustee

  	
   

  	
   

  
	
   

  	
  Successor
  Security

  	
   

  	
   

  
	
   

  	
  Super Majority

  	
   

  	
   

  
	
   

  	
  Tax Event

  	
   

  	
   

  
	
   

  	
  10% in Liquidation Amount

  	
   

  	
   

  
	
   

  	
  Treasury
  Regulations

  	
   

  	
   

  
	
   

  	
  Trust

  	
   

  	
   

  
	
   

  	
  Trust
  Enforcement Event

  	
   

  	
   

  
	
   

  	
  Trust
  Indenture Act

  	
   

  	
   

  
	
   

  	
  Trustee

  	
   

  	
   

  
	
   

  	
  U.S. Person

  	
   

  	
   

  



 


	
  ARTICLE
  2 TRUST INDENTURE ACT

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION
  2.1.

  	
  Trust Indenture Act;
  Application.

  	
   

  
	
   

  	
  SECTION
  2.2.

  	
  Lists of Holders of
  Securities.

  	
   

  
	
   

  	
  SECTION
  2.3.

  	
  Reports by the
  Property Trustee.

  	
   

  
	
   

  	
  SECTION
  2.4.

  	
  Periodic
  Reports to the Property Trustee.

  	
   

  
	
   

  	
  SECTION
  2.5.

  	
  Evidence
  of Compliance with Conditions Precedent.

  	
   

  
	
   

  	
  SECTION
  2.6.

  	
  Trust Enforcement
  Events; Waiver.

  	
   

  
	
   

  	
  SECTION
  2.7.

  	
  Trust Enforcement
  Event; Notice.

  	
   

  



 


iii





















 


	
  ARTICLE
  3 ORGANIZATION

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION
  3.1.

  	
  Name
  and Organization.

  	
   

  
	
   

  	
  SECTION
  3.2.

  	
  Office.

  	
   

  
	
   

  	
  SECTION 3.3.

  	
  Purpose.

  	
   

  
	
   

  	
  SECTION
  3.4.

  	
  Authority.

  	
   

  
	
   

  	
  SECTION
  3.5.

  	
  Title to Property of
  the Trust.

  	
   

  
	
   

  	
  SECTION
  3.6.

  	
  Powers and
  Duties of the Regular Trustees.

  	
   

  
	
   

  	
  SECTION
  3.7.

  	
  Prohibition
  of Actions by the Trust and the Trustees.

  	
   

  
	
   

  	
  SECTION
  3.8.

  	
  Powers and
  Duties of the Property Trustee.

  	
   

  
	
   

  	
  SECTION 3.9.

  	
  Certain Duties and Responsibilities of the
  Property Trustee.

  	
   

  
	
   

  	
  SECTION 3.10.

  	
  Certain Rights of Property Trustee.

  	
   

  
	
   

  	
  SECTION 3.11.

  	
  Delaware Trustee.

  	
   

  
	
   

  	
  SECTION 3.12.

  	
  Execution of Documents.

  	
   

  
	
   

  	
  SECTION 3.13.

  	
  Not Responsible for Recitals or Issuance
  of Securities.

  	
   

  
	
   

  	
  SECTION 3.14.

  	
  Duration of Trust.

  	
   

  
	
   

  	
  SECTION 3.15.

  	
  Mergers.

  	
   

  
	
   

  	
  SECTION 3.16.

  	
  Property Trustee May File Proofs of
  Claim.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 SPONSOR

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 4.1.

  	
  Responsibilities of the Sponsor.

  	
   

  
	
   

  	
  SECTION 4.2.

  	
  Indemnification and Fees and Expenses of
  the Trustees.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 TRUST COMMON SECURITIES HOLDER

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 5.1.

  	
  Debenture Issuer’s Receipt of Common
  Securities.

  	
   

  
	
   

  	
  SECTION 5.2.

  	
  Covenants of the Common Securities Holder.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 TRUSTEES

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 6.1.

  	
  Number of Trustees.

  	
   

  
	
   

  	
  SECTION 6.2.

  	
  Delaware Trustee; Eligibility.

  	
   

  
	
   

  	
  SECTION 6.3.

  	
  Property Trustee; Eligibility.

  	
   

  
	
   

  	
  SECTION 6.4.

  	
  Qualifications of Regular Trustees and
  Delaware Trustee Generally.

  	
   

  
	
   

  	
  SECTION 6.5.

  	
  Initial Regular Trustees.

  	
   

  
	
   

  	
  SECTION 6.6.

  	
  Appointment, Removal and Resignation of
  Trustees.

  	
   

  
	
   

  	
  SECTION 6.7.

  	
  Vacancies among Trustees.

  	
   

  
	
   

  	
  SECTION 6.8.

  	
  Effect of Vacancies.

  	
   

  
	
   

  	
  SECTION 6.9.

  	
  Meetings.

  	
   

  
	
   

  	
  SECTION 6.10.

  	
  Delegation of Power.

  	
   

  
	
   

  	
  SECTION 6.11.

  	
  Merger, Conversion, Consolidation or
  Succession to Business.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 TERMS OF SECURITIES

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 7.1.

  	
  General Provisions Regarding Securities.

  	
   

  
	
   

  	
  SECTION 7.2.

  	
  Distributions.

  	
   

  
	
   

  	
  SECTION 7.3.

  	
  Redemption of Securities.

  	
   

  



 


iv





















 


	
   

  	
  SECTION 7.4.

  	
  Redemption Procedures.

  	
   

  
	
   

  	
  SECTION 7.5.

  	
  Voting Rights of Preferred Securities.

  	
   

  
	
   

  	
  SECTION 7.6.

  	
  Voting Rights of Common Securities.

  	
   

  
	
   

  	
  SECTION 7.7.

  	
  Paying Agent.

  	
   

  
	
   

  	
  SECTION 7.8.

  	
  Listing.

  	
   

  
	
   

  	
  SECTION 7.9.

  	
  Transfer of Securities.

  	
   

  
	
   

  	
  SECTION 7.10.

  	
  Mutilated, Destroyed, Lost or Stolen
  Certificates.

  	
   

  
	
   

  	
  SECTION 7.11.

  	
  Deemed Security Holders.

  	
   

  
	
   

  	
  SECTION 7.12.

  	
  Global Securities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 DISSOLUTION AND TERMINATION OF
  TRUST

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 8.1.

  	
  Dissolution and Termination of Trust.

  	
   

  
	
   

  	
  SECTION 8.2.

  	
  Liquidation Distribution Upon Dissolution
  of the Trust.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 LIMITATION OF LIABILITY OF
  HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 9.1.

  	
  Liability.

  	
   

  
	
   

  	
  SECTION 9.2.

  	
  Exculpation.

  	
   

  
	
   

  	
  SECTION 9.3.

  	
  Fiduciary Duty.

  	
   

  
	
   

  	
  SECTION 9.4.

  	
  Indemnification.

  	
   

  
	
   

  	
  SECTION 9.5.

  	
  Outside Businesses.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10 ACCOUNTING

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 10.1.

  	
  Fiscal Year.

  	
   

  
	
   

  	
  SECTION 10.2.

  	
  Certain Accounting Matters.

  	
   

  
	
   

  	
  SECTION 10.3.

  	
  Banking.

  	
   

  
	
   

  	
  SECTION 10.4.

  	
  Withholding.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 AMENDMENTS AND MEETINGS

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 11.1.

  	
  Amendments.

  	
   

  
	
   

  	
  SECTION 11.2.

  	
  Meetings of the Holders of Securities;
  Action by Written Consent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12 REPRESENTATIONS OF PROPERTY
  TRUSTEE AND DELAWARE TRUSTEE

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 12.1.

  	
  Representations and Warranties of the
  Property Trustee.

  	
   

  
	
   

  	
  SECTION 12.2.

  	
  Representations and Warranties of the
  Delaware Trustee.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13 MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
   

  	
  SECTION 13.1.

  	
  Notices.

  	
   

  
	
   

  	
  SECTION 13.2.

  	
  Governing Law.

  	
   

  
	
   

  	
  SECTION 13.3.

  	
  Intention of the Parties.

  	
   

  
	
   

  	
  SECTION 13.4.

  	
  Headings.

  	
   

  



 


v





















 


	
   

  	
  SECTION
  13.5.

  	
  Successors
  and Assigns.

  	
   

  
	
   

  	
  SECTION
  13.6.

  	
  Partial
  Enforceability.

  	
   

  
	
   

  	
  SECTION 13.7.

  	
  Counterparts.

  	
   

  



 


vi





















 


EXHIBITS


 


	
  Exhibit A

  	
  Form of Preferred Security Certificate

  
	
  Exhibit B

  	
  Form of Common Security Certificate

  



 


vii





















 


AMENDED AND
RESTATED DECLARATION OF TRUST


 


THIS AMENDED AND RESTATED DECLARATION OF
TRUST (“Declaration”), dated as of January 18, 2005, by and among LEHMAN
BROTHERS HOLDINGS INC., a Delaware corporation, as Sponsor, and Barrett
DiPaolo, Jeffrey Welikson and Oliver Budde as the initial Regular Trustees,
JPMorgan Chase Bank, N.A., as the initial Property Trustee and Chase Manhattan
Bank USA, National Association, as the initial Delaware Trustee, not in their
individual capacities but solely as Trustees, and the holders, from time to
time, of undivided beneficial ownership interests in the Trust to be issued
pursuant to this Declaration.


 


WHEREAS, the Trustees and the Sponsor established
Lehman Brothers Holdings Capital Trust VI (the “Trust”), a statutory trust
under the Statutory Trust Act (as defined, together with other capitalized
terms, herein) pursuant to a Declaration of Trust dated as of March 31, 1999
(the “Original Declaration”), and a Certificate of Trust (the “Certificate of
Trust”) filed with the Secretary of State of the State of Delaware on April 1,
1999; and


 


WHEREAS, the sole purpose of the Trust shall
be to issue certain securities representing undivided beneficial ownership
interests in the assets of the Trust, in exchange for the Debentures issued by
the Debenture Issuer and to engage in only those activities necessary or
incidental thereto; and


 


WHEREAS, the parties hereto, by this
Declaration, amend and restate each and every term and provision of the
Original Declaration.


 


NOW, THEREFORE, it being the intention of the
parties hereto to continue the Trust as a statutory trust under the Statutory
Trust Act and that this Declaration constitute the governing instrument of such
statutory trust, the Trustees hereby declare that all assets contributed to the
Trust be held in trust for the benefit of the Holders, from time to time, of
the Securities representing undivided beneficial ownership interests in the
assets of the Trust issued hereunder, subject to the provisions of this
Declaration.


 


ARTICLE 1


 


INTERPRETATION AND DEFINITIONS


 


SECTION
1.1.   Interpretation and Definitions.


 


Unless the context otherwise requires:


 


(a)           capitalized terms used in this Declaration but not defined
in the preamble above have the meanings assigned to them in this Section 1.1; a
term defined anywhere in this Declaration has the same meaning throughout;


 


(b)           all references to “the Declaration” or “this Declaration”
are to this Declaration as modified, supplemented or amended from time to time;


 





















 


(c)           all references in this Declaration to Articles, Sections,
Recitals and Exhibits are to Articles and Sections of, or Recitals and Exhibits
to, this Declaration unless otherwise specified;


 


(d)           unless otherwise defined in this Declaration, a term defined
in the Trust Indenture Act has the same meaning when used in this Declaration;
and


 


(e)           a reference to the singular includes the plural and vice
versa and a reference to any masculine form of a term shall include the
feminine form of a term, as applicable.


 


(f)            the following terms have the
following meanings:


 


“Affiliate” has the
same meaning as given to that term in Rule 405 of the Securities Act or any
successor rule thereunder.


 


“Authorized Officer”
of a Person means any Person that is authorized to bind such Person.


 


“Beneficial Owners”
means, for Preferred Securities represented by a Global Security, the Person
who acquires an interest in the Preferred Securities which is reflected on the
records of the Depositary through the Depositary Participants.


 


“Business Day”
means any day, other than a Saturday or Sunday, that is not a day on which
banking institutions in the Borough of Manhattan, The City of New York are
authorized or required by law, regulation or executive order to close.


 


“Certificate” means
a Common Security Certificate or a Preferred Security Certificate.


 


“Certificate of
Trust” has the meaning specified in the Recitals hereto.


 


“Clearstream
Banking” means Clearstream Banking, société anonyme, Luxembourg.


 


“Closing Date”
means the date on which the Preferred Securities are issued and sold.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor
legislation.  A reference to a specific
section of the Code refers not only to such specific section but also to any
corresponding provision of any federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.


 


“Commission” means
the Securities and Exchange Commission.


 


“Common
Securities Holder” means Lehman Brothers Holdings Inc., in its capacity as
purchaser and holder of all of the Common Securities issued by the Trust.


 


2





















 


“Common Security”
has the meaning specified in Section 7.1(a)(ii).


 


“Common
Security Certificate” means a definitive certificate in fully registered
form representing a Common Security, substantially in the form of
Exhibit B hereto.


 


“Corporate
Trust Office” means the principal office of the Property Trustee at which
at any particular time its corporate trust business shall be administered,
which office at the date of execution of this Declaration is located at 4 New
York Plaza, 15th Floor, New York, New York 10004.


 


“Covered Person”
means (a) any officer, director, shareholder, partner, member, representative,
employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any
Holder.


 


“Debenture Issuer”
means Lehman Brothers Holdings Inc., in its capacity as issuer of the
Debentures under the Indenture.


 


“Debenture
Issuer Indemnified Person” means (a) any Regular Trustee; (b) any Affiliate
of any Regular Trustee; (c) any officers, directors, shareholders, members,
partners, employees, representatives or agents of any Regular Trustee or any
Affiliate thereof; or (d) any officer, employee or agent of the Trust or its
Affiliates.


 


“Debenture
Trustee” means JPMorgan Chase Bank, N.A., in its capacity as trustee under
the Indenture until a successor is appointed thereunder, and thereafter means
such successor trustee.


 


“Debentures” means
the series of debentures to be issued by the Debenture Issuer under the
Indenture and held by the Property Trustee.


 


“Delaware Trustee”
has the meaning specified in Section 6.2.


 


“Depositary” means,
with respect to Securities issuable in whole or in part in the form of one or
more Global Securities, a clearing agency registered under the Exchange Act
that is designated to act as Depositary for such Securities.


 


“Depositary
Participant” means a member of, or participant in, the Depositary.


 


“Direct Action”
has the meaning specified in Section 3.8(e).


 


“Distribution”
means a distribution payable to Holders of Securities in accordance with
Section 7.2.


 


“Euroclear” means
Euroclear Bank S.A./N.V., as operator of the Euroclear System.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, or any
successor legislation.


 


3





















 


“Fiduciary
Indemnified Person” has the meaning set forth in Section 9.4(b).


 


“Fiscal Year” has
the meaning specified in Section 10.1.


 


“Global Security”
means a fully registered, global Preferred Security Certificate.


 


“Guarantee” means
the Guarantee Agreement, dated as of January 18, 2005, of the Sponsor in
respect of the Securities.


 


“Holder” means any
holder of Securities, as registered on the books and records of the Trust;
provided, however, that in determining whether the Holders of the requisite
liquidation amount of Preferred Securities have voted on any matter provided
for in this Declaration, then for the purpose of such determination only (and
not for any other purpose hereunder), if the Preferred Securities remain in the
form of one or more Global Securities and if the Depositary which is the holder
of such Global Securities has sent an omnibus proxy to the Trust assigning
voting rights to Depositary Participants to whose accounts the Preferred Securities
are credited on the record date, the term “Holders” shall mean such Depositary
Participants acting at the direction of the Beneficial Owners.


 


“Indemnified
Person” means a Debenture Issuer Indemnified Person or a Fiduciary
Indemnified Person.


 


“Indenture” means
the Indenture, dated as of February 1, 1996, between the Debenture Issuer and
JPMorgan Chase Bank, N.A. (as
successor to The Chase Manhattan Bank (formerly known as (Chemical Bank)), as
Trustee, and as amended and supplemented by the First Supplemental Indenture
thereto, dated as of February 1, 1996, and by any other indenture supplement
thereto pursuant to which the Debentures are to be issued by the Property
Trustee.


 


“Indenture
Event of Default” has the meaning given to the term “Event of Default” in
the Indenture.


 


“Investment
Company” means an investment company as defined in the Investment Company
Act and the regulations promulgated thereunder.


 


“Investment
Company Act” means the Investment Company Act of 1940, as amended from time
to time, or any successor legislation.


 


“Investment
Company Event” means the receipt by the Trust of an opinion of a nationally
recognized independent counsel, to the effect that, as a result of the
occurrence of a change in law or regulation or a written change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a “Change in 1940 Act Law”),
there is more than an insubstantial risk that the Trust is or will be
considered an “investment company” that is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the Closing Date.


 


“Legal Action” has
the meaning specified in Section 3.6(g).


 


“List of Holders”
has the meaning specified in Section 2.2(a).


 


4





















 


“Majority
in Liquidation Amount” means, except as provided in the terms of the
Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding
Securities, voting together as a single class, or, as the context may require,
Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities, voting separately as a class, who are the record owners of more
than 50% of the aggregate liquidation amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.


 


“New York
Stock Exchange” means The New York Stock Exchange, Inc. or any successor
thereto.


 


“Officers’
Certificate” means, with respect to any Person, a certificate signed on
behalf of such Person by two Authorized Officers of such Person.  Any Officers’ Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Declaration shall include:


 


(a)           a
statement that each officer signing the Officers’ Certificate has read the
covenant or condition and the definitions relating thereto;


 


(b)           a brief
statement of the nature and scope of the examination or investigation
undertaken by each officer on behalf of such Person in rendering the Officers’
Certificate;


 


(c)           a
statement that each such officer has made such examination or investigation as,
in such officer’s opinion, is necessary to enable such officer on behalf of
such Person to express an informed opinion as to whether or not such covenant
or condition has been complied with; and


 


(d)           a
statement as to whether, in the opinion of each such officer acting on behalf
of such Person, such condition or covenant has been complied with; provided,
that the term “Officers’ Certificate”, when used with reference to Regular
Trustees who are natural persons shall mean a certificate signed by two of the
Regular Trustees which otherwise satisfies the foregoing requirements.


 


“Paying Agent” has
the meaning specified in Section 3.8(h).


 


“Payment Amount”
has the meaning specified in Section 7.2(c).


 


“Person” means a legal
person, including any individual, corporation, estate, partnership, joint
venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.


 


“Preferred
Security” has the meaning specified in Section 7.1(a)(i).


 


“Preferred
Security Certificate” means a definitive certificate in fully registered
form representing a Preferred Security, substantially in the form of
Exhibit A.


 


5





















 


“Property Account”
has the meaning specified in Section 3.8(c).


 


“Property Trustee”
means the Trustee meeting the eligibility requirements set forth in Section
6.3.


 


“Pro Rata” means pro
rata to each Holder of Securities according to the aggregate liquidation amount
of the Securities held by the relevant Holder in relation to the aggregate
liquidation amount of all Securities outstanding.


 


“Quorum” means a
majority of the Regular Trustees or, if there are only two Regular Trustees,
both of them.


 


“Redemption/Distribution
Notice” has the meaning specified in Section 7.4(a).


 


“Redemption Price”
means the amount for which the Securities will be redeemed, which amount will
equal (i) the redemption price paid by the Debenture Issuer to repay or redeem,
in whole or in part, the Debentures held by the Trust which shall include
accumulated and unpaid Distributions on such Securities through the date of
their redemption or (ii) such lesser amount as will be received by the Trust in
respect of the Debentures so repaid or redeemed.


 


“Regular Trustee”
means any Trustee other than the Property Trustee and the Delaware Trustee.


 


“Related Party”
means, with respect to the Sponsor, any direct or wholly owned subsidiary of
the Sponsor or any Person that owns, directly or indirectly, 100% of the
outstanding voting securities of the Sponsor.


 


“Responsible
Officer” means, with respect to the Property Trustee, any officer with
direct responsibility for the administration of this Declaration and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of that officer’s knowledge of and familiarity
with the particular subject.


 


“Rule 3a-5” means Rule
3a-5 under the Investment Company Act or any successor rule thereunder.


 


“Securities” means
the Common Securities and the Preferred Securities.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time, or any
successor legislation.


 


“Special Event”
means a Tax Event or an Investment Company Event.


 


“Sponsor” means Lehman
Brothers Holdings Inc., a Delaware corporation, or any successor entity in a
merger, consolidation, amalgamation or replacement by or conveyance, transfer
or lease of its properties substantially as an entirety, in its capacity as
sponsor of the Trust.


 


6





















 


“Statutory Trust
Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
Section 3801 et seq., as it may be amended from time to time, or any successor
legislation.


 


“Successor
Delaware Trustee” has the meaning specified in Section 6.6(b).


 


“Successor Entity”
has the meaning specified in Section 3.15(b).


 


“Successor
Property Trustee” has the meaning specified in Section 6.6(b).


 


“Successor
Security” has the meaning specified in Section 3.15(b)(i)(B).


 


“Super Majority”
has the meaning specified in Section 2.6(a)(ii).


 


“Tax Event” means the
receipt by the Trust of an opinion of independent tax counsel experienced in
such matters, to the effect that, as a result of (a) any amendment to, change
in or announced proposed change in the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or (b) any official administrative pronouncement, action or judicial
decision interpreting or applying such laws or regulations, which such
amendment or change becomes effective or proposed change, pronouncement, action
or decision is announced on or after the Closing Date, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
of such opinion, subject to the United States federal income tax with respect
to income received or accrued on the Debentures, (ii) interest payable by the
Debenture Issuer on the Debentures is not, or within 90 days of the date of
such opinion, will not be, deductible by the Debenture Issuer, in whole or in
part, for United States federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.


 


“10% in
Liquidation Amount” means, except as provided in the terms of the Preferred
Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities,
voting together as a single class, or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities,
voting separately as a class, who are the record owners of 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions
to the date upon which the voting percentages are determined) of all
outstanding Securities of the relevant class.


 


“Treasury
Regulations” means the income tax regulations, including temporary and
proposed regulations, promulgated under the Code by the United States Treasury,
as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).


 


“Trust”
has the meaning specified in the Recitals hereto.


 


“Trust
Enforcement Event” in respect of the Securities means an Indenture Event of
Default has occurred and is continuing in respect of the Debentures.


 


7





















 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended from time to time,
or any successor legislation.


 


“Trustee” or “Trustees” means each Person who has
signed this Declaration as a trustee, so long as such Person shall continue as
a trustee in accordance with the terms hereof, and all other Persons who may
from time to time be duly appointed, qualified and serving as Trustees in
accordance with the provisions hereof, and references herein to a Trustee or the
Trustees shall refer to such Person or Persons solely in their capacity as
trustees hereunder.


 


“U.S. Person “ means
a United States person as defined in Section 7701(a)(30) of the Code.


 


ARTICLE 2


 


TRUST INDENTURE ACT


 


SECTION 2.1.   Trust Indenture Act;
Application.


 


(a)           This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to
the extent applicable, be governed by such provisions.


 


(b)           The Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.


 


(c)           If and to the extent that any provision of this Declaration
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.


 


(d)           The application of the Trust Indenture Act to this
Declaration shall not affect the Trust’s classification as a grantor trust for
United States federal income tax purposes.


 


SECTION 2.2.   Lists of Holders
of Securities.


 


(a)           Each of the Sponsor and the Regular Trustees on behalf of
the Trust shall provide the Property Trustee (i),
except while the Preferred Securities are represented by one or more Global
Securities, at least five Business Days prior to the date for payment of
Distributions, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders of the Securities (“List of
Holders”) as of the record date relating to the payment of such Distributions
and (ii) at any other time, within
30 days of receipt by the Trust of a written request from the Property Trustee
for a List of Holders as of a date no more than 15 days before such List of
Holders is given to the Property Trustee; provided that neither the Sponsor nor
the Regular Trustees on behalf of the Trust shall be obligated to provide such
List of Holders at any time the List of Holders does not differ from the most
recent List of Holders given to the Property Trustee by the Sponsor and the
Regular Trustees on behalf of the Trust. 
The Property Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders given to
it or which it receives in the capacity as


 


8





















 


Paying Agent (if acting in such capacity),
provided that the Property Trustee may destroy any List of Holders previously
given to it on receipt of a new List of Holders.


 


(b)           The Property Trustee shall comply with its obligations
under, and shall be entitled to the benefits of, Sections 311(a), 311(b) and
312(b) of the Trust Indenture Act.


 


SECTION 2.3.   Reports by the
Property Trustee.


 


Within 60 days after May 15 of each year
(commencing with the year of the first anniversary of the issuance of the
Preferred Securities), the Property Trustee shall provide to the Holders of the
Preferred Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of
the Trust Indenture Act.  The Property
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.


 


SECTION 2.4.   Periodic Reports
to the Property Trustee.


 


Each of the Sponsor and the Regular Trustees
on behalf of the Trust shall provide to the Property Trustee such documents,
reports and information as required by Section 314 of the Trust Indenture Act
(if any) and the compliance certificate required by Section 314 of the Trust
Indenture Act in the form, in the manner and at the times required by Section
314 of the Trust Indenture Act.


 


SECTION 2.5.   Evidence of
Compliance with Conditions Precedent.


 


Each of the Sponsor and the Regular Trustees
on behalf of the Trust shall provide to the Property Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this
Declaration that relate to any of the matters set forth in Section 314(c) of
the Trust Indenture Act.  Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) may
be given in the form of an Officers’ Certificate.


 


SECTION 2.6.   Trust Enforcement
Events; Waiver.


 


(a)           The Holders of a Majority in Liquidation Amount of the
Preferred Securities may, by vote or written consent, on behalf of the Holders
of all of the Preferred Securities, waive any past Trust Enforcement Event in
respect of the Preferred Securities and its consequences, provided that, if the
underlying Indenture Event of Default:


 


(i)            is not waivable under
the Indenture, the Trust Enforcement Event under the Declaration shall also not
be waivable; or


 


(ii)           requires the consent or
vote of the Holders of greater than a simple majority in principal amount of
the Debentures (a “Super Majority”) to be waived under the Indenture, the
related Trust Enforcement Event under the Declaration may only be waived by the
vote or written consent of the Holders of at least the proportion in
liquidation amount of the Preferred Securities that the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding.


 


9





















 


The foregoing provisions of this Section
2.6(a) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and
such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly
excluded from this Declaration and the Securities, as permitted by the Trust
Indenture Act.  Upon such waiver, any
such default shall cease to exist, and any Trust Enforcement Event with respect
to the Preferred Securities arising therefrom shall be deemed to have been cured,
for every purpose of this Declaration and the Preferred Securities, but no such
waiver shall extend to any subsequent or other Trust Enforcement Event with
respect to the Preferred Securities or impair any right consequent thereon.  Any waiver by the Holders of the Preferred
Securities of a Trust Enforcement Event with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Trust Enforcement Event with respect to the
Common Securities for all purposes of this Declaration without any further act,
vote, or consent of the Holders of the Common Securities.


 


(b)           The Holders of a Majority in Liquidation Amount of the
Common Securities may, by vote or written consent, on behalf of the Holders of
all of the Common Securities, waive any past Trust Enforcement Event in respect
of the Common Securities and its consequences, provided that, if the underlying
Indenture Event of Default:


 


(i)            is not waivable under
the Indenture, except where the Holders of the Common Securities are deemed to
have waived such Trust Enforcement Event under the Declaration as provided
below in this Section 2.6(b), the Trust Enforcement Event under the
Declaration shall also not be waivable; or


 


(ii)           requires the consent or
vote of a Super Majority to be waived under the Indenture, except where the
Holders of the Common Securities are deemed to have waived such Trust
Enforcement Event under the Declaration as provided below in this Section
2.6(b), the Trust Enforcement Event under the Declaration may only be waived by
the vote or written consent of the Holders of at least the proportion in
liquidation amount of the Common Securities that the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;


 


provided further, each Holder of Common Securities will be deemed to
have waived any Trust Enforcement Event and all Trust Enforcement Events with
respect to the Common Securities and the consequences thereof until all Trust
Enforcement Events with respect to the Preferred Securities have been cured,
waived or otherwise eliminated, and until such Trust Enforcement Events with
respect to the Preferred Securities have been so cured, waived or otherwise
eliminated, the Property Trustee will be deemed to be acting solely on behalf
of the Holders of the Preferred Securities and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of the Securities. 
The foregoing provisions of this Section 2.6(b) shall be in lieu of
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by
the Trust Indenture Act.  Subject to the
foregoing provisions of this Section 2.6(b), upon such cure, waiver or other
elimination, any such default shall cease to exist and any Trust Enforcement Event
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other


 


10





















 


Trust Enforcement Event with respect to the Common Securities or impair
any right consequent thereon.


 


(c)           A waiver of an Indenture Event of Default by the Property
Trustee at the direction of the Holders of the Preferred Securities constitutes
a waiver of the corresponding Trust Enforcement Event with respect to the
Preferred Securities under this Declaration. 
The foregoing provisions of this Section 2.6(c) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B)
of the Trust Indenture Act is hereby expressly excluded from this Declaration
and the Securities, as permitted by the Trust Indenture Act.


 


SECTION 2.7.   Trust Enforcement
Event; Notice.


 


(a)           The Property Trustee shall, within 90 days after the
occurrence of a Trust Enforcement Event, transmit by mail, first class postage
prepaid, to the Holders of the Securities, notices of all defaults with respect
to the Securities actually known to a Responsible Officer of the Property
Trustee, unless such defaults have been cured before the giving of such notice
(the term “defaults” for the purposes of this Section 2.7(a) being hereby
defined to be an Indenture Event of Default, not including any periods of grace
provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of
(or premium, if any) or interest on any of the Debentures, the Property Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Property Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of the Securities.


 


(b)           The Property Trustee shall not be deemed to have knowledge
of any default except:


 


(i)            a default under
Sections 501(1) and 501(2) of the Indenture; or


 


(ii)           any default as to which
the Property Trustee shall have received written notice or of which a
Responsible Officer of the Property Trustee charged with the administration of
this Declaration shall have actual knowledge.


 


ARTICLE 3


 


ORGANIZATION


 


SECTION 3.1.   Name and
Organization.


 


The Trust hereby continued is named “Lehman
Brothers Holdings Capital Trust VI” as such name may be modified from time to
time by the Regular Trustees following written notice to the Holders of
Securities, the Property Trustee and the Delaware Trustee.  The Trust’s activities may be conducted under
the name of the Trust or any other name deemed advisable by the Regular
Trustees.


 


11





















 


SECTION 3.2.   Office.


 


The address of the principal office of the
Trust is c/o Lehman Brothers Holdings Inc., 745 Seventh Avenue, New York, New
York 10019.  On 10 Business Days’ written
notice to the Holders of Securities, the Property Trustee and the Delaware
Trustee, the Regular Trustees may designate another principal office.


 


SECTION 3.3.   Purpose.


 


The exclusive purposes and functions of the
Trust are (a) to issue Securities in exchange for the Debentures, and (b)
except as otherwise limited herein, to engage in only those other activities
necessary or incidental thereto.  The
Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets or otherwise undertake (or permit to be
undertaken) any activity that would cause the Trust to be classified as other
than a grantor trust for United States federal income tax purposes.


 


By the acceptance of this Trust, the
Trustees, the Sponsor, the Holders of the Preferred Securities and Common
Securities and the Preferred Securities Beneficial Owners agree to treat the
Trust as a grantor trust for United States federal income tax purposes and not
to take any position that is contrary to such classification.


 


SECTION 3.4.   Authority.


 


Subject to the limitations provided in this
Declaration and to the specific duties of the Property Trustee, the Regular
Trustees shall have exclusive authority to carry out the purposes of the
Trust.  An action taken by the Regular
Trustees in accordance with their powers shall constitute the act of and serve
to bind the Trust and an action taken by the Property Trustee on behalf of the
Trust in accordance with its powers shall constitute the act of and serve to
bind the Trust.  In dealing with the
Trustees acting on behalf of the Trust, no Person shall be required to inquire
into the authority of the Trustees to bind the Trust.  Persons dealing with the Trust are entitled
to rely conclusively on the power and authority of the Trustees as set forth in
this Declaration.


 


(a)           Except as expressly set forth in this Declaration and except
if a meeting of the Regular Trustees is called with respect to any matter over
which the Regular Trustees have power to act, any power of the Regular Trustees
may be exercised by, or with the consent of, any one such Regular Trustee.


 


(b)           Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Statutory Trust Act or applicable law, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
which the Regular Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6(b), provided, that the registration statements
referred to in Section 3.6(b)(ii), including any amendments thereto, shall be
signed by or on behalf of a majority of the Regular Trustees; and


 


(c)           A Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.6;
provided such person is a U.S. Person.


 


12





















 


SECTION 3.5.   Title to Property
of the Trust.


 


Except as provided in Section 3.8 with
respect to the Debentures and the Property Account or as otherwise provided in
this Declaration, legal title to all assets of the Trust shall be vested in the
Trust.  The Holders shall not have legal
title to any part of the assets of the Trust, but shall have an undivided
beneficial ownership interest in the assets of the Trust.


 


SECTION 3.6.   Powers and Duties
of the Regular Trustees.


 


The Regular Trustees shall have the exclusive
power, duty and authority to cause the Trust to engage in the following
activities:


 


(a)           to establish the terms and form of the Preferred Securities
and the Common Securities in the manner specified in Section 7.1(a) and issue
and exchange the Preferred Securities and the Common Securities in accordance
with this Declaration; provided, however, that the Trust may issue no more than
one series of Preferred Securities and no more than one series of Common
Securities; and provided further that there shall be no interests in the Trust
other than the Securities, and the issuance of Securities shall be limited to a
one-time, simultaneous issuance of both Preferred Securities and Common
Securities on the Closing Date;


 


(b)           in connection with the issue of the Preferred Securities, at
the direction of the Sponsor, to:


 


(i)            execute and file an
application, prepared by the Sponsor, to the New York Stock Exchange or any
other national stock exchange or the NASDAQ Stock Market for listing of any
Preferred Securities, the Guarantee and the Debentures;


 


(ii)           execute and file with
the Commission one or more registration statements on the applicable forms
prepared by the Sponsor, including any amendments thereto, pertaining to the
Preferred Securities, the Guarantee and the Debentures;


 


(iii)          execute and file any
documents prepared by the Sponsor, or take any acts as determined by the
Sponsor to be necessary, in order to qualify or register all or part of the
Preferred Securities in any State in which the Sponsor has determined to
qualify or register such Preferred Securities for sale; and


 


(iv)          negotiate the terms of
and execute and enter into an underwriting agreement and other related
agreements providing for the sale of the Preferred Securities;


 


(c)           to acquire the Debentures in exchange for the Preferred
Securities and the Common Securities; provided, however, that the Regular
Trustees shall cause legal title to the Debentures to be held of record in the
name of the Property Trustee for the benefit of the Holders of the Preferred
Securities and the Holders of the Common Securities;


 


13





















 


(d)           to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event; provided that the Regular Trustees
shall consult with the Sponsor and the Property Trustee before taking or
refraining from taking any action in relation to any such Special Event;


 


(e)           to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;


 


(f)            to take all actions and perform
such duties as may be required of the Regular Trustees pursuant to the terms of
this Declaration and the Securities;


 


(g)           to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action or otherwise adjust claims or demands of or against the
Trust (“Legal Action”), unless pursuant to Section 3.8(e), the Property Trustee
has the exclusive power to bring such Legal Action;


 


(h)           subject to Section 6.10, to employ or otherwise engage
employees and agents (who may be designated as officers with titles) and
managers, contractors, advisors and consultants to conduct only those services
that the Regular Trustees have authority to conduct directly, and to pay
reasonable compensation for such services, provided such delegates are U.S.
Persons;


 


(i)            to cause the Trust to comply
with the Trust’s obligations under the Trust Indenture Act;


 


(j)            to give the certificate required
by Section 314(a)(4) of the Trust Indenture Act to the Property Trustee, which
certificate may be executed by any Regular Trustee;


 


(k)           to incur expenses that are necessary or incidental to carry
out any of the purposes of the Trust;


 


(l)            to act as, or appoint another
Person to act as, registrar and transfer agent for the Securities;


 


(m)          to give prompt written notice to the Holders of the
Securities of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Debentures as authorized by the Indenture;


 


(n)           to take all action that may be necessary or appropriate for
the preservation and the continuation of the Trust’s valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders of the Preferred Securities and
the Holders of the Common Securities or to enable the Trust to effect the
purposes for which the Trust was created;


 


14





















 


(o)           to take any action, not inconsistent with applicable law,
that the Regular Trustees determine in their discretion to be necessary or
desirable in carrying out the purposes and functions of the Trust as set out in
Section 3.3 or the activities of the Trust as set out in this Section 3.6,
including, but not limited to:


 


(i)            causing the Trust not
to be deemed to be an Investment Company required to be registered under the
Investment Company Act;


 


(ii)           causing the Trust to be
classified as a grantor trust for United States federal income tax purposes;
and


 


(iii)          cooperating with the
Debenture Issuer to ensure that the Debentures will be treated as indebtedness
of the Debenture Issuer for United States federal income tax purposes.


 


(p)           to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Regular Trustees, on behalf
of the Trust; and


 


(q)           to execute all documents or instruments, perform all duties
and powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.


 


The Regular Trustees shall exercise the
powers set forth in this Section 3.6 in a manner that is consistent with the
purposes and functions of the Trust set out in Section 3.3, and the Regular
Trustees shall have no power to, and shall not, take any action that is
inconsistent with the purposes and functions of the Trust set forth in Section
3.3.


 


Subject to this Section 3.6, the Regular Trustees
shall have none of the powers or the authority of the Property Trustee set
forth in Section 3.8.


 


Any expenses incurred by the Regular Trustees
pursuant to this Section 3.6 shall be reimbursed by the Debenture Issuer.


 


SECTION 3.7.   Prohibition of Actions
by the Trust and the Trustees.


 


(a)           The Trust shall not, and none of the Trustees (including the
Property Trustee) shall cause the Trust to, engage in any activity other than
as required or authorized by this Declaration. 
In particular, the Trust shall not and none of the Trustees (including
the Property Trustee) shall cause the Trust to:


 


(i)            invest any proceeds
received by the Trust from holding the Debentures, but shall distribute all
such proceeds to Holders of Securities pursuant to the terms of this
Declaration and of the Securities;


 


(ii)           acquire any assets
other than as expressly provided herein;


 


(iii)          possess Trust property
for other than a Trust purpose;


 


15





















 


(iv)          make any loans or incur
any indebtedness;


 


(v)           possess any power or
otherwise act in such a way as to vary the Trust assets;


 


(vi)          possess any power or
otherwise act in such a way as to vary the terms of the Securities in any way
whatsoever (except to the extent expressly authorized in this Declaration or by
the terms of the Securities);


 


(vii)         issue any securities or
other evidences of beneficial ownership of, or beneficial interest in, the
Trust other than the Securities;


 


(viii)        other than as provided in
this Declaration or by the terms of the Securities, (A) direct the time, method
and place of exercising any trust or power conferred upon the Debenture Trustee
with respect to the Debentures, (B) waive any past default that is waivable
under the Indenture, (C) exercise any right to rescind or annul any declaration
that the principal of all the Debentures shall be due and payable, or (D)
consent to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required unless the Trust shall have
received an opinion of counsel to the effect that such modification will not
cause more than an insubstantial risk that the Trust will be deemed an
Investment Company required to be registered under the Investment Company Act,
or the Trust will be classified as other than a grantor trust for United States
federal income tax purposes;


 


(ix)           take any action
inconsistent with the status of the Trust as a grantor trust for United States
federal income tax purposes; or


 


(x)            revoke any action
previously authorized or approved by vote of the Holders of the Preferred
Securities.


 


SECTION 3.8.   Powers and Duties
of the Property Trustee.


 


(a)           The legal title to the Debentures shall be owned by and held
of record in the name of the Property Trustee in trust for the benefit of the
Trust and the Holders of the Securities. 
The right, title and interest of the Property Trustee to the Debentures
shall vest automatically in each Person who may hereafter be appointed as
Property Trustee in accordance with Section 6.6.  Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Debentures
have been executed and delivered.


 


(b)           The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Regular Trustees or to the Delaware Trustee
(if the Property Trustee does not also act as Delaware Trustee).


 


(c)           The Property Trustee shall:


 


(i)            establish and maintain
a segregated non-interest bearing trust account (the “Property Account”) in the
name of and under the exclusive control


 


16





















 


of the
Property Trustee on behalf of the Holders of the Securities and, upon the
receipt of payments of funds made in respect of the Debentures held by the
Property Trustee, deposit such funds into the Property Account and make
payments to the Holders of the Preferred Securities and Holders of the Common
Securities from the Property Account in accordance with Section 7.2.  Funds in the Property Account shall be held
uninvested until disbursed in accordance with this Declaration.  The Property Account shall be an account that
is maintained with a banking institution the rating on whose long-term
unsecured indebtedness is at least equal to the rating assigned to the Preferred
Securities by a “nationally recognized statistical rating organization”, within
the meaning of Rule 436(g)(2) under the Securities Act;


 


(ii)           engage in such
ministerial activities as shall be necessary or appropriate to effect the
redemption of the Preferred Securities and the Common Securities to the extent
the Debentures are redeemed or mature; and


 


(iii)          upon written notice of
distribution issued by the Regular Trustees in accordance with the terms of the
Securities, engage in such ministerial activities as so directed and as shall
be necessary or appropriate to effect the distribution of the Debentures to
Holders of Securities upon the occurrence of a Special Event.


 


(d)           The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of this Declaration and the Securities.


 


(e)           The Property Trustee shall take any Legal Action which
arises out of or in connection with a Trust Enforcement Event of which a
Responsible Officer of the Property Trustee has actual knowledge or the
Property Trustee’s duties and obligations under this Declaration or the Trust
Indenture Act; provided however, that if a Trust Enforcement Event has occurred
and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest, principal or other required payments on the
Debentures on the date such interest, principal or other required payments are
otherwise payable (or in the case of redemption, on the redemption date), then
a Holder of Preferred Securities may directly institute a proceeding against
the Debenture Issuer for enforcement of payment to such Holder of the principal
of or interest on Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such Holder (a “Direct Action”)
on or after the respective due date specified in the Debentures.


 


(f)            The Property Trustee shall
continue to serve as a Trustee until either:


 


(i)            the Trust has been
completely liquidated and the proceeds of the liquidation distributed to the
Holders of Securities pursuant to the terms of the Securities; or


 


(ii)           a Successor Property
Trustee has been appointed and has accepted that appointment in accordance with
Section 6.6.


 


17





















(g)           The Property Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if a Trust Enforcement Event actually known to a Responsible
Officer of the Property Trustee occurs and is continuing, the Property Trustee
shall, for the benefit of Holders of the Securities, enforce its rights as
holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.


 


(h)           The Property Trustee may authorize one or more Persons
(each, a “Paying Agent”) to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act.  Any Paying Agent may be removed by
the Property Trustee at any time and a successor Paying Agent or additional
Paying Agents may be appointed at any time by the Property Trustee.


 


(i)            Subject to this Section 3.8, the
Property Trustee shall have none of the duties, liabilities, powers or the
authority of the Regular Trustees set forth in Section 3.6.


 


The Property Trustee shall exercise the
powers set forth in this Section 3.8 in a manner that is consistent with the
purposes and functions of the Trust set out in Section 3.3, and the Property
Trustee shall have no power to, and shall not, take any action that is
inconsistent with the purposes and functions of the Trust set out in Section
3.3.


 


SECTION 3.9.   Certain Duties and
Responsibilities of the Property Trustee.


 


(a)           The Property Trustee, before the occurrence of any Trust
Enforcement Event and after the curing of all Trust Enforcement Events that may
have occurred, shall undertake to perform only such duties as are specifically
set forth in this Declaration and no implied covenants shall be read into this
Declaration against the Property Trustee. 
In case a Trust Enforcement Event has occurred (that has not been cured
or waived pursuant to Section 2.6) of which a Responsible Officer of the
Property Trustee has actual knowledge, the Property Trustee shall exercise such
of the rights and powers vested in it by this Declaration, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.


 


(b)           No provision of this Declaration shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:


 


(i)            prior to the
occurrence of a Trust Enforcement Event and after the curing or waiving of all
such Trust Enforcement Events that may have occurred:


 


(A)          the duties and
obligations of the Property Trustee shall be determined solely by the express
provisions of this Declaration and the Property Trustee shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Declaration, and no


 


18





















 


implied
covenants or obligations shall be read into this Declaration against the
Property Trustee; and


 


(B)           in the absence of bad
faith on the part of the Property Trustee, the Property Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Property Trustee and conforming to the requirements of this Declaration; but in
the case of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Property Trustee, the Property
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Declaration;


 


(ii)           the Property Trustee
shall not be liable for any error of judgment made in good faith by a
Responsible Officer of the Property Trustee, unless it shall be proved that the
Property Trustee was negligent in ascertaining the pertinent facts;


 


(iii)          the Property Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it without negligence, in good faith in accordance with the direction of the
Holders of not less than a Majority in Liquidation Amount of the Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under this Declaration;


 


(iv)          no provision of this
Declaration shall require the Property Trustee to expend or risk its own funds
or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Declaration or
indemnity reasonably satisfactory to the Property Trustee against such risk or
liability is not reasonably assured to it;


 


(v)           the Property Trustee’s
sole duty with respect to the custody, safe-keeping and physical preservation
of the Debentures and the Property Account shall be to deal with such property
in a similar manner as the Property Trustee deals with similar property for its
own account, subject to the protections and limitations on liability afforded
to the Property Trustee under this Declaration and the Trust Indenture Act;


 


(vi)          the Property Trustee
shall have no duty or liability for or with respect to the value, genuineness,
existence or sufficiency of the Debentures or the payment of any taxes or
assessments levied thereon or in connection therewith;


 


19





















 


(vii)         the Property Trustee
shall not be liable for any interest on any money received by it except as it
may otherwise agree with the Sponsor. 
Money held by the Property Trustee need not be segregated from other
funds held by it except in relation to the Property Account maintained by the
Property Trustee pursuant to Section 3.8(c)(i) and except to the extent
otherwise required by law; and


 


(viii)        the Property Trustee shall
not be responsible for monitoring the compliance by the Regular Trustees or the
Sponsor with their respective duties under this Declaration, nor shall the
Property Trustee be liable for any default or misconduct of the Regular
Trustees or the Sponsor.


 


SECTION 3.10.   Certain Rights of
Property Trustee.


 


(a)           Subject to the provisions of Section 3.9:


 


(i)            the Property Trustee
may conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed, sent or presented by the proper party or
parties;


 


(ii)           any direction or act of
the Sponsor or the Regular Trustees contemplated by this Declaration shall be
sufficiently evidenced by an Officers’ Certificate;


 


(iii)          whenever in the
administration of this Declaration, the Property Trustee shall deem it
desirable that a matter be proved or established before taking, suffering or
omitting any action hereunder, the Property Trustee (unless other evidence is
herein specifically prescribed) may, in the absence of bad faith on its part,
request and conclusively rely upon an Officers’ Certificate which, upon receipt
of such request, shall be promptly delivered by the Sponsor or the Regular
Trustees;


 


(iv)          the Property Trustee
shall have no duty to see to any recording, filing or registration of any
instrument (including any financing or continuation statement or any filing
under tax or securities laws) or any rerecording, refiling or registration
thereof;


 


(v)           the Property Trustee
may consult with counsel of its choice or other experts and the advice or
opinion of such counsel and experts with respect to legal matters or advice
within the scope of such experts’ area of expertise shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with such advice or
opinion, such counsel may be counsel to the Sponsor or any of its Affiliates,
and may include any of its employees. 
The Property Trustee shall have


 


20





















 


the right at
any time to seek instructions concerning the administration of this Declaration
from any court of competent jurisdiction;


 


(vi)          the Property Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Declaration at the request or direction of any Holder, unless such
Holder shall have provided to the Property Trustee security and indemnity,
reasonably satisfactory to the Property Trustee, against the costs, expenses
(including attorneys’ fees and expenses and the expenses of the Property
Trustee’s agents, nominees or custodians) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Property Trustee; provided that,
nothing contained in this Section 3.10(a) shall be taken to relieve the
Property Trustee, upon the occurrence of an Trust Enforcement Event, of its
obligation to exercise the rights and powers vested in it by this Declaration;


 


(vii)         the Property Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Property Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit;


 


(viii)        the Property Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, custodians, nominees or attorneys and
the Property Trustee shall not be responsible for any misconduct or negligence
on the part of any agent or attorney appointed with due care by it hereunder;
provided that such agent, custodian, nominee or attorney is a U.S. person as
defined in Section 7701(a)(30) of the Code;


 


(ix)           any action taken by the
Property Trustee or its agents hereunder shall bind the Trust and the Holders
of the Securities, and the signature of the Property Trustee or its agents
alone shall be sufficient and effective to perform any such action and no third
party shall be required to inquire as to the authority of the Property Trustee
to so act or as to its compliance with any of the terms and provisions of this
Declaration, both of which shall be conclusively evidenced by the Property
Trustee’s or its agent’s taking such action;


 


(x)            whenever in the
administration of this Declaration the Property Trustee shall deem it desirable
to receive instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Property Trustee (i) may request instructions
from the Holders of the Securities which instructions may only be given by the
Holders of the same proportion in liquidation amount of the Securities as would
be entitled to direct the Property Trustee under the terms of the Securities in
respect of such remedy, right or action, (ii) may refrain from enforcing such
remedy or right or taking such other action until such instructions


 


21





















 


are received,
and (iii)  shall be protected in
conclusively relying on or acting in or accordance with such instructions;


 


(xi)           except as otherwise
expressly provided by this Declaration, the Property Trustee shall not be under
any obligation to take any action that is discretionary under the provisions of
this Declaration;


 


(xii)          the Property Trustee
shall not be liable for any action taken, suffered or omitted to be taken by it
without negligence, in good faith and reasonably believed by it to be
authorized or within the discretion, rights or powers conferred upon it by this
Declaration;


 


(xiii)         without prejudice to any
other rights available to the Property Trustee under applicable law, when the
Property Trustee incurs expenses or renders services in connection with a
bankruptcy, such expenses (including the fees and expenses of its counsel) and
the compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors rights
generally;


 


(xiv)        the Property Trustee shall
not be charged with knowledge of a Trust Enforcement Event unless a Responsible
Officer of the Property Trustee obtains actual knowledge of such event or the
Property Trustee receives written notice of such event from Holders holding
more than a Majority in Liquidation Amount of the Preferred Securities; and


 


(xv)         any action taken by the
Property Trustee or its agents hereunder shall bind the Trust and the Holders
of such Securities, and the signature of the Property Trustee or one of its
agents shall by itself be sufficient and effective to perform any such action
and no third party shall be required to inquire as to the authority of the
Property Trustee to so act or as to its compliance with any of the terms and
provisions of this Declaration, both of which shall be conclusively evidenced
by the Property Trustee’s or its agent’s taking such action.


 


(b)           No provision of this Declaration shall be deemed to impose
any duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation.  No permissive power or
authority available to the Property Trustee shall be construed to be a duty.


 


SECTION 3.11.   Delaware Trustee.


 


Notwithstanding any other provision of this
Declaration other than Section 6.2, the Delaware Trustee shall not be entitled
to exercise any powers, nor shall the Delaware Trustee have any of the duties
and responsibilities of the Regular Trustees or the Property Trustee described
in this Declaration.  Except as set forth
in Section 6.2, the Delaware Trustee shall be a Trustee for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the


 


22





















 


Statutory Trust Act.  In the event the Delaware Trustee shall at
any time be required to take any action or perform any duty hereunder with
respect to the Trust, the Delaware Trustee shall be entitled to all of the same
rights as the Property Trustee listed in Section 3.9(b) and Section 3.10.


 


SECTION 3.12.   Execution of
Documents.


 


Unless otherwise determined by the Regular
Trustees, and except as otherwise required by the Statutory Trust Act, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
that the Regular Trustees have the power and authority to execute pursuant to
Section 3.6; provided that, the registration statements referred to in Section
3.6(b)(ii), including any amendments thereto, shall be signed by or on behalf
of a majority of the Regular Trustees.


 


SECTION 3.13.   Not Responsible
for Recitals or Issuance of Securities.


 


The recitals contained in this Declaration
and the Securities shall be taken as the statements of the Sponsor, and the
Trustees do not assume any responsibility for their correctness.  The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof.  The Trustees make no representations as to
the validity or sufficiency of this Declaration, the Securities, the Debentures
or the Indenture.


 


SECTION 3.14.   Duration of Trust.


 


The Trust shall exist until terminated
pursuant to the provisions of Article 8 hereof.


 


SECTION 3.15.   Mergers.


 


(a)           The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c).


 


(b)           The Trust may, at the request of the Sponsor and with the
consent of the Regular Trustees or, if there are more than two, a majority of
the Regular Trustees and without the consent of the Holders of the Securities,
the Delaware Trustee or the Property Trustee, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties
substantially as an entirety to a trust organized as such under the laws of any
State; provided, that:


 


(i)            if the Trust is not
the successor, such successor entity (the “Successor Entity”) either:


 


(A)          expressly assumes all of
the obligations of the Trust with respect to the Securities; or


 


(B)           substitutes for the
Preferred Securities other securities having substantially the same terms as
the Preferred Securities (the “Successor Securities”) so long as the


 


23





















 


Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to Distributions and payments upon liquidation, redemption and
otherwise;


 


(ii)           the Debenture Issuer
expressly appoints a trustee of such Successor Entity that possesses the same
powers and duties as the Property Trustee as the holder of the Debentures;


 


(iii)          the Preferred Securities
or any Successor Securities are listed, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
with any other organization on which the Preferred Securities are then listed
or quoted;


 


(iv)          such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization;


 


(v)           such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the Holders of
the Preferred Securities (including any Successor Securities) in any material
respect;


 


(vi)          such Successor Entity
has a purpose identical to that of the Trust;


 


(vii)         prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease the
Sponsor has received an opinion of independent counsel to the Trust experienced
in such matters to the effect that:


 


(A)          such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect;


 


(B)           following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease neither
the Trust nor the Successor Entity will be required to register as an
Investment Company; and


 


(C)           following such merger,
consolidation, amalgamation or replacement, the Trust (or the Successor Entity)
will continue to be classified as a grantor trust for United States federal
income tax purposes;


 


(viii)        the Sponsor or any
permitted successor or assignee owns all of the Common Securities and
guarantees the obligations of such Successor Entity under


 


24





















 


the Successor
Securities at least to the extent provided by the Securities Guarantee; and


 


(ix)           such Successor Entity
expressly assumes all of the obligations of the Trust with respect to the
Trustees.


 


(c)           Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in aggregate liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an
entirety to, any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it, if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause
the Trust or Successor Entity to be classified as other than a grantor trust
for United States federal income tax purposes and each Holder of the Securities
not to be treated as owning an undivided interest in the Debentures.


 


SECTION 3.16.   Property Trustee
May File Proofs of Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other similar judicial proceeding relative to the Trust or any
other obligor upon the Securities or the property of the Trust or of such other
obligor or their creditors, the Property Trustee (irrespective of whether any
Distributions on the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Property Trustee shall have made any demand on the Trust for the payment of any
past due Distributions) shall be entitled and empowered, to the fullest extent
permitted by law, by intervention in such proceeding or otherwise:


 


(a)           to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount Securities, such portion of the
liquidation amount as may be specified in the terms of such Securities) and to
file such other papers or documents as may be necessary or advisable in order
to have the claims of the Property Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its and counsel) and of the Holders allowed in such judicial
proceeding, and


 


(b)           to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same;


 


and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.


 


Nothing herein contained shall be deemed to
authorize the Property Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization,


 


25





















 


arrangement adjustment or compensation
affecting the Securities or the rights of any Holder thereof or to authorize
the Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


ARTICLE 4


 


SPONSOR


 


SECTION 4.1.   Responsibilities
of the Sponsor.


 


In connection with the issue and sale of the
Preferred Securities, the Sponsor shall have the exclusive right and
responsibility to engage in the following activities:


 


(a)           to prepare for filing by the Trust with the Commission one
or more registration statements on the applicable forms, including any
amendments thereto, pertaining to the Preferred Securities, the Guarantee and
the Debentures;


 


(b)           to determine the States in which to take appropriate action
to qualify or register for sale all or part of the Preferred Securities and to
do any and all such acts, other than actions which must be taken by the Trust,
and advise the Trust of actions it must take, and prepare for execution and
filing any documents to be executed and filed by the Trust, as the Sponsor deems
necessary or advisable in order to comply with the applicable laws of any such
States;


 


(c)           to prepare for filing by the Trust an application to the New
York Stock Exchange or any other national stock exchange or the NASDAQ Stock
Market for listing upon notice of issuance of any Preferred Securities, the
Guarantee and the Debentures; and


 


(d)           to negotiate the terms of an underwriting agreement and
other related agreements providing for the sale of the Preferred Securities.


 


SECTION 4.2.   Indemnification
and Fees and Expenses of the Trustees.


 


(a)           The Sponsor, in its capacity as Debenture Issuer, agrees to
indemnify the Property Trustee and the Delaware Trustee for, and to hold each
of them harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Property Trustee or the Delaware
Trustee, as the case may be, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending either of them against any claim or liability
in connection with the exercise or performance of any of their respective
powers or duties hereunder; the provisions of this Section 4.2 shall survive
the resignation or removal of the Delaware Trustee or the Property Trustee or
the termination of this Declaration.


 


(b)           The Sponsor, in its capacity as Debenture Issuer, has agreed
to, and it shall promptly pay any taxes, duties or governmental charges of
whatsoever nature imposed on the Trust by the United States or any other taxing
authority.


 


26





















 


(c)           The Sponsor, in its capacity as Debenture Issuer, has agreed
to pay to the Trust, and reimburse the Trust for, the full amount of any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to
pay the holders of any Preferred Securities or other similar interests in the
Trust the amounts due such Holders pursuant to the terms of the Preferred
Securities or such other similar interests, as the case may be. Such payment
obligation includes any such costs, expenses or liabilities of the Trust that
are required by applicable law to be satisfied in connection with a termination
of such Trust.


 


ARTICLE 5


 


TRUST COMMON SECURITIES HOLDER


 


SECTION 5.1.   Debenture Issuer’s
Receipt of Common Securities.


 


On the Closing Date, the Debenture Issuer
will receive all of the Common Securities and all of the Preferred Securities
issued by the Trust in exchange for the Debentures issued to the Trust by the
Debenture Issuer.  The Common Securities
will be issued in an amount equal to at least 3% of the capital of the Trust.


 


The aggregate stated liquidation amount of
Common Securities outstanding at any time shall not be less than 3% of the
capital of the Trust.


 


SECTION 5.2.   Covenants of the
Common Securities Holder.


 


For so long as the Preferred Securities
remain outstanding, the Common Securities Holder will covenant (i) to maintain,
directly or indirectly, 100% ownership of the Common Securities, (ii) to cause
the Trust to remain a statutory trust and not to voluntarily dissolve, wind up,
liquidate or be terminated, except as permitted by this Declaration, (iii) to
use its commercially reasonable efforts to ensure that the Trust will not be an
investment company for purposes of the Investment Company Act, and (iv) to take
no action which would be reasonably likely to cause the Trust to be classified
as other than a grantor trust for United States federal income tax purposes.


 


ARTICLE 6


 


TRUSTEES


 


SECTION 6.1.   Number of Trustees.


 


The number of Trustees initially shall be
five, and:


 


(a)           at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of
Trustees;


 


(b)           after the issuance of any Securities, the number of Trustees
may be increased or decreased by vote of the Holders of a Majority in
Liquidation Amount of the


 


27





















 


Common Securities voting as a class at a
meeting of the Holders of the Common Securities or by written consent in lieu
of such meeting; provided that the number of Trustees shall be at least three;
and provided further that all Trustees shall be U.S. Persons and (1) the
Delaware Trustee shall be (i) in the case of a natural person, a person who is
a resident of the State of Delaware or (ii) if not a natural person, an entity
which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable law; (2) at least one Regular
Trustee is an employee or officer of, or is affiliated with, the Sponsor; and
(3) one Trustee shall be the Property Trustee for so long as this Declaration
is required to qualify as an indenture under the Trust Indenture Act, and such
Trustee may also serve as Delaware Trustee if it meets the applicable
requirements; and


 


(c)           at all times, either or both of the Property Trustee or the
Delaware Trustee must be (i) a bank as defined in Section 581 of the Code or
(ii) a U.S. government-owned agency or U.S. government sponsored enterprise.


 


SECTION 6.2.   Delaware Trustee;
Eligibility.


 


If required by the Statutory Trust Act, one
Trustee (which may be the Property Trustee) (the “Delaware Trustee”) shall be
either:


 


(a)           a natural person who is a resident of the State of Delaware;
or


 


(b)           if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the
requirements of applicable law,


 


provided that,
if the Property Trustee has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable law, then the
Property Trustee shall also be the Delaware Trustee and Section 3.11 shall have
no application.


 


SECTION 6.3.   Property Trustee;
Eligibility.


 


(a)           There shall at all times be one Trustee (which may be the
Delaware Trustee) which shall act as Property Trustee which shall:


 


(i)            not be an Affiliate of
the Sponsor; and


 


(ii)           be a corporation
organized and doing business under the laws of the United States of America or
any State or Territory thereof or of the District of Columbia, or a corporation
or other Person permitted by the Commission to act as an institutional trustee
under the Trust Indenture Act, authorized under such laws to exercise corporate
trust owners, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by federal,
State, Territorial or District of Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
supervising or examining authority referred to above, then for the purposes of
this Section 6.3(a)(ii), the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.


 


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(b)           If at any time the Property Trustee shall cease to be
eligible to so act under Section 6.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 6.6(c).


 


(c)           If the Property Trustee has or shall acquire any “conflicting
interest” within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.


 


(d)           The Guarantee shall be deemed to be specifically described
in this Declaration for purposes of clause (i) of the first proviso contained
in Section 310(b)(1) of the Trust Indenture Act.


 


(e)           Nothing herein shall prevent the Trustee from filing with
the Commission the application referred to in the penultimate paragraph of
Section 310(b) of the Trust Indenture Act. 
In determining whether the Trustee has a conflicting interest as defined
in Section 310(b) of the Trust Indenture Act with respect to the Securities or
the Guarantees in respect of such Securities, there shall be excluded (i) all
series of securities issued or issuable under the Indenture, (ii) (A) the
Guarantee Agreement, dated as of January 26, 1999, executed and delivered by
Lehman Brothers Holdings Inc. and The Chase Manhattan Bank for the benefit of
the holders identified therein of Lehman Brothers Holdings Capital Trust I, (B)
the Guarantee Agreement, dated as of April 20, 1999, executed and delivered by
Lehman Brothers Holdings Inc. and The Chase Manhattan Bank for the benefit of
the holders identified therein of Lehman Brothers Holdings Capital Trust II,
(C) the Guarantee Agreement, dated as of March 17, 2003, executed and delivered
by Lehman Brothers Holdings Inc. and JPMorgan Chase Bank, N.A. (as successor to The
Chase Manhattan Bank (formerly known as (Chemical Bank)) for the benefit of the
holders identified therein of Lehman Brothers Holdings Capital Trust III, (D)
the Guarantee Agreement, dated as of October 31, 2003, executed and delivered
by Lehman Brothers Holdings Inc. and JPMorgan Chase Bank, N.A. (as successor to The
Chase Manhattan Bank (formerly known as (Chemical Bank)) for the benefit of the
holders identified therein of Lehman Brothers Holdings Capital Trust IV, (E)
the Guarantee Agreement, dated as of April 22, 2004, executed and delivered by
Lehman Brothers Holdings Inc. and JPMorgan Chase Bank, N.A. (as successor to The
Chase Manhattan Bank (formerly known as (Chemical Bank)) for the benefit of the
holders identified therein of Lehman Brothers Holdings Capital Trust V and (F)
the Guarantee Agreement, dated as of January 18, 2005, executed and delivered
by Lehman Brothers Holdings Inc. and JPMorgan Chase Bank, N.A. (as successor to The
Chase Manhattan Bank (formerly known as (Chemical Bank)) for the benefit of the
holders identified herein of Lehman Brothers Holdings Capital Trust VI and
(iii) (A) the Amended and Restated Declaration of Trust, dated as of January
26, 1999, by and among Lehman Brothers Holdings Inc., the Regular Trustees
named therein, The Chase Manhattan Bank, as initial Property Trustee and Chase
Manhattan Bank USA, National Association, as initial Delaware Trustee, (B) the
Amended and Restated Declaration of Trust, dated as of April 20, 1999, by and
among Lehman Brothers Holdings Inc., the Regular Trustees named therein, The
Chase Manhattan Bank, as initial Property Trustee and Chase Manhattan Bank USA,
National Association, as initial Delaware Trustee, (C) the Amended and Restated
Declaration of Trust, dated as of March 17, 2003, by and among Lehman Brothers
Holdings Inc., the Regular Trustees named therein, JPMorgan Chase Bank, N.A. (as


 


29





















 


successor to The Chase Manhattan Bank
(formerly known as (Chemical Bank)), as initial Property Trustee and Chase
Manhattan Bank USA, National Association, as initial Delaware Trustee, (D) the
Amended and Restated Declaration of Trust, dated as of October 31, 2003, by and
among Lehman Brothers Holdings Inc., the Regular Trustees named therein,
JPMorgan Chase Bank,
N.A. (as successor to The Chase Manhattan Bank (formerly known as (Chemical
Bank)), as initial Property Trustee and Chase Manhattan Bank USA, National
Association, as initial Delaware Trustee (E) the Amended and Restated
Declaration of Trust, dated as of April 22, 2004, by and among Lehman Brothers
Holdings Inc., the Regular Trustees named therein, JPMorgan Chase Bank, N.A. (as successor to The
Chase Manhattan Bank (formerly known as (Chemical Bank)), as initial Property
Trustee and Chase Manhattan Bank USA, National Association, as initial Delaware
Trustee and (F) this Agreement.


 


SECTION 6.4.   Qualifications of
Regular Trustees and Delaware Trustee Generally.


 


Each Regular Trustee and the Delaware Trustee
(unless the Property Trustee also acts as Delaware Trustee) shall be either a
natural person who is at least 21 years of age or a legal entity that shall act
through one or more Authorized Officers.


 


SECTION 6.5.   Initial Regular
Trustees.


 


The initial Regular Trustees shall be:


 


Barrett DiPaolo, Jeffrey Welikson and Oliver
Budde, the business address of all of whom is c/o Lehman Brothers Holdings
Inc., 745 Seventh Avenue, New York, New York 10019.


 


SECTION 6.6.   Appointment,
Removal and Resignation of Trustees.


 


(a)           Subject to Section 6.6(b), Trustees may be appointed or
removed without cause at any time:


 


(i)            until the issuance of
any Securities, by written instrument executed by the Sponsor;


 


(ii)           after the issuance of
any Securities, by vote of the Holders of a Majority in Liquidation Amount of
the Common Securities voting as a class at a meeting of the Holders of the
Common Securities; and


 


(iii)          after the issuance of
the Preferred Securities and the occurrence of an Indenture Event of Default,
by vote of the Holders of a majority in Liquidation Amount of the Preferred
Securities.


 


(b)           The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 6.6(a) until a successor Trustee possessing
the qualifications to act as Property Trustee under Section 6.3(a) (a “Successor
Property Trustee”) has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor. 
The Trustee that acts as


 


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Delaware Trustee shall not be removed in
accordance with Section 6.6(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 6.2 and 6.4 (a “Successor
Delaware Trustee”) has been appointed and has accepted such appointment by
written instrument executed by such Successor Delaware Trustee and delivered to
the Regular Trustees and the Sponsor.


 


(c)           A Trustee appointed to office shall hold office until his or
its successor shall have been appointed, until his death or its dissolution or
until his or its removal or resignation. 
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that:


 


(i)            No such resignation of
the Trustee that acts as the Property Trustee shall be effective:


 


(A)          until a Successor
Property Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Property Trustee and delivered to the
Trust, the Sponsor and the resigning Property Trustee; or


 


(B)           until the assets of the
Trust have been completely liquidated and the proceeds thereof distributed to
the holders of the Securities; and


 


(ii)           no such resignation of
the Trustee that acts as the Delaware Trustee shall be effective until a
Successor Delaware Trustee has been appointed and has accepted such appointment
by instrument executed by such Successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware Trustee.


 


(d)           The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 6.6.


 


(e)           If no Successor Property Trustee or Successor Delaware
Trustee, as the case may be, shall have been appointed and accepted appointment
as provided in this Section 6.6 within 60 days after delivery to the Sponsor
and the Trust of an instrument of resignation or removal, the resigning or
removed Property Trustee or Delaware Trustee, as applicable, may petition any
court of competent jurisdiction for appointment of a Successor Property Trustee
or Successor Delaware Trustee, as applicable. 
Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be.


 


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(f)            No Property Trustee or Delaware
Trustee shall be liable for the acts or omissions to act of any Successor
Property Trustee or Successor Delaware Trustee, as the case may be.


 


SECTION 6.7.   Vacancies among
Trustees.


 


If a Trustee ceases to hold office for any
reason and the number of Trustees is not reduced pursuant to Section 6.1, or if
the number of Trustees is increased pursuant to Section 6.1, a vacancy shall
occur.  A resolution certifying the
existence of such vacancy by the Regular Trustees or, if there are more than
two, a majority of the Regular Trustees shall be conclusive evidence of the
existence of such vacancy.  The vacancy
shall be filled with a Trustee appointed in accordance with Section 6.6.


 


SECTION 6.8.   Effect of
Vacancies.


 


The death, resignation, retirement, removal,
bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the
duties of a Trustee shall not operate to annul the Trust.  Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee in accordance with Section 6.6, the Regular Trustees in office,
regardless of their number, shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees
by this Declaration.


 


SECTION 6.9.   Meetings.


 


If there is more than one Regular Trustee,
meetings of the Regular Trustees shall be held from time to time upon the call
of any Regular Trustee.  Regular meetings
of the Regular Trustees may be held at a time and place fixed by resolution of
the Regular Trustees.  Notice of any in-person
meetings of the Regular Trustees shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 48 hours before such meeting. 
Notice of any telephonic meetings of the Regular Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before a meeting.  Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting.  The presence (whether in person or by
telephone) of a Regular Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Regular Trustee attends a meeting for the
express purpose of objecting to the transaction of any activity on the ground
that the meeting has not been lawfully called or convened.  Unless provided otherwise in this
Declaration, any action of the Regular Trustees may be taken at a meeting by
vote of a majority of the Regular Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Regular Trustees.  In the event there is
only one Regular Trustee, any and all action of such Regular Trustee shall be evidenced
by a written consent of such Regular Trustee.


 


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SECTION 6.10.  
Delegation of Power.


 


(a)           Any Regular Trustee may, by power of attorney consistent
with applicable law, delegate to any natural person over the age of 21 his, her
or its power for the purpose of executing any documents contemplated in Section
3.6 or making any governmental filing; provided that such person is a U.S.
Person.


 


(b)           The Regular Trustees shall have power to delegate from time
to time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Regular Trustees or otherwise as the Regular Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein and provided that
such delegate is a U.S. Person.


 


SECTION 6.11.  
Merger, Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Property
Trustee, the Delaware Trustee or any Regular Trustee that is not a natural
person may be merged or converted or with such Trustee may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
such Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of such Trustee shall be the
successor of such Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.


 


ARTICLE 7


 


TERMS OF SECURITIES


 


SECTION 7.1.   General Provisions
Regarding Securities.


 


(a)           The Regular Trustees shall on behalf of the Trust issue one
class of preferred securities representing undivided beneficial ownership
interests in the assets of the Trust and one class of common securities
representing undivided beneficial ownership interests in the assets of the
Trust.


 


(i)            Preferred
Securities.  The Preferred Securities of
the Trust initially have an aggregate liquidation amount with respect to the
assets of the Trust of two hundred million dollars ($200,000,000) and a
liquidation amount with respect to the assets of the Trust of $25 per Preferred
Security.  The Preferred Securities are
hereby designated for identification purposes only as 6.24% Preferred
Securities, Series N (the “Preferred Securities”).  The Trust may, without the consent of the
holders of the Preferred Securities, create and issue additional Preferred
Securities ranking equally with the Preferred Securities and otherwise similar
in all respects except for the issue date, issue price and the payment of
distribution accruing prior to the issue date of such additional Preferred
Securities.  Such further Preferred
Securities, if any, would be consolidated and form a single series with the
Preferred Securities provided that such issuance will not cause the Trust to be
other than a grantor trust.  No
additional Preferred Securities can be issued if an


 


33





















 


event of
default has occurred with respect to the Debentures.  The Preferred Security Certificates
evidencing the Preferred Securities shall be substantially in the form of
Exhibit A to this Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice or
to conform to the rules of any stock exchange on which the Preferred Securities
are listed or quoted.


 


(ii)           Common Securities.  The Common Securities of the Trust have an
aggregate liquidation amount with respect to the assets of the Trust of six
million one hundred eighty five thousand five hundred seventy dollars ($6,185,570)
and a liquidation amount with respect to the assets of the Trust of $25 per
Common Security.  The Common Securities
are hereby designated for identification purposes only as 6.24% Common
Securities (the “Common Securities” and, together with the Preferred Securities,
the “Securities”).  The Common Security
Certificates evidencing the Common Securities shall be substantially in the
form of Exhibit B to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice.


 


(b)           Payment of Distributions on, and payment of the Redemption
Price upon a redemption of, the Preferred Securities and the Common Securities,
as applicable, shall be made Pro Rata based on the liquidation amount of such
Preferred Securities and Common Securities; provided, however, that if on any
date on which amounts payable on distribution or redemption an Indenture Event
of Default shall have occurred and be continuing, no payment of any
Distribution on, or Redemption Price of, any of the Common Securities, and no
other payment on account of the redemption, liquidation or other acquisition of
such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all of the outstanding Preferred
Securities for all Distribution periods terminating on or prior thereto, or, in
the case of amounts payable on redemption, the full amount of the Redemption
Price for all of the outstanding Preferred Securities then called for
redemption, shall have been made or provided for, and all funds available to
the Property Trustee shall first be applied to the payment in full in cash of
all Distributions on, or the Redemption Price of, the Preferred Securities then
due and payable.  The Trust shall issue
no securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.


 


(c)           The Certificates shall be signed on behalf of the Trust by a
Regular Trustee.  Such signature shall be
the manual or facsimile signature of any present or any future Regular
Trustee.  In case a Regular Trustee of
the Trust who shall have signed any of the Certificates shall cease to be such
Regular Trustee before the Certificates so signed shall be delivered by the
Trust, such Certificates nevertheless may be delivered as though the person who
signed such Certificates had not ceased to be such Regular Trustee; and any
Certificate may be signed on behalf of the Trust by such persons who, at the
actual date of execution of such Certificate, shall be the Regular Trustees of
the Trust, although at the date of the execution and delivery of the
Declaration any such person was not such a Regular Trustee.  Certificates shall be printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Regular Trustees, as evidenced by their execution thereof, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or


 


34





















 


with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.


 


A Certificate representing Preferred
Securities shall not be valid until authenticated by the manual signature of an
authorized officer of the Property Trustee. 
Such signature shall be conclusive evidence that such Certificate has
been authenticated under this Declaration.


 


Upon a written order of the Trust signed by
one Regular Trustee, the Property Trustee shall authenticate the Certificates
representing Preferred Securities for original issue.  The aggregate number of Preferred Securities
outstanding at any time shall not exceed the liquidation amount set forth in
Section 7.1(a)(i).


 


The Property Trustee may appoint an
authenticating agent acceptable to the Trust to authenticate Certificates;
provided such authenticating agent is a U.S. Person.  An authenticating agent may authenticate Certificates
whenever the Property Trustee may do so. 
Each reference in this Declaration to authentication by the Property
Trustee includes authentication by such agent. 
An authenticating agent has the same rights as the Property Trustee to
deal with the Sponsor or an Affiliate of the Sponsor.


 


(d)           The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.


 


(e)           Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable beneficial ownership interests in the assets of
the Trust.


 


(f)            Every Person, by virtue of
having become a Holder or a Preferred Security Beneficial Owner in accordance
with the terms of this Declaration, shall be deemed to have expressly assented
and agreed to the terms of, and shall be bound by, this Declaration and the
terms of the Securities, the Guarantee, the Indenture and the Debentures.


 


(g)           The holders of the Securities shall have no preemptive
rights.


 


SECTION 7.2.   Distributions.


 


(a)           As owners of undivided beneficial ownership interests in the
Debentures, holders of Securities shall be entitled to receive cumulative cash
Distributions at the rate per annum of 6.24% of the stated liquidation amount
of $25 per Security.  Pursuant to the
Indenture, interest on the Debentures, and as a result, distributions on the
Securities payable for any period shall be computed on the basis of a 360-day
year of twelve 30-day months.  The amount
of distributions payable for any period shorter than a full quarterly
distribution period shall be computed on the basis of a 30-day month and for
periods of less than a month, the actual number of days elapsed per 30-day
month.  Subject to Section 7.1(b),
Distributions shall be made on the Preferred Securities and the Common
Securities on a Pro Rata basis.  Pursuant
to the Indenture, interest on the Debentures, and as a result distributions on
the Securities shall, from the date of original issue, accrue and be cumulative
and shall be payable quarterly, in arrears, on each


 


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January 18, April 18, July 18 and October 18,
commencing April 18, 2005, when, as and if available for payment, by the
Property Trustee, except as otherwise described below.  Distributions are payable only to the extent
that payments are made in respect of the Debentures held by the Property
Trustee and to the extent that the Trust has funds available for the payment of
such Distributions in the Property Account.


 


(b)           Interest on the Debentures not paid on the scheduled payment
date will accrue and compound quarterly at the rate of 6.24% per annum and, as
a result distributions on the Securities not paid on the scheduled payment date
will accumulate, and compound quarterly at a rate of 6.24% per annum (“Compounded
Distributions”).  “Distributions” shall
mean ordinary cumulative distributions together with any Compounded Distributions.


 


(c)           If and to the extent that the Debenture Issuer makes a
payment of interest, premium and/or principal on the Debentures held by the
Property Trustee (the amount of any such payment being a “Payment Amount”), the
Property Trustee shall and is directed, to the extent funds are available for
that purpose, to make a Pro Rata distribution of the Payment Amount to Holders,
subject to Section 7.1(b).


 


(d)           Distributions on the Securities shall be payable to the
Holders thereof as they appear on the register of the Trust as of the close of
business on the relevant record dates. 
While the Preferred Securities are represented by one or more Global
Securities, the relevant record dates shall be the close of business on the
Business Day next preceding such Distribution payment date, unless a different
regular record date is established or provided for the corresponding interest
payment date on the Debentures.  The
relevant record dates for the Common Securities shall be the same as for the
Preferred Securities.  If the Preferred
Securities shall not continue to remain represented by one or more Global
Securities, the relevant record dates for the Preferred Securities shall be
selected by the Regular Trustees and shall be at least one Business Day prior
to the relevant payment dates.  At all
times, the Distribution payment dates shall correspond to the interest payment
dates on the Debentures.  Distributions
payable on any Securities that are not punctually paid on any Distribution
payment date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, shall cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with this Declaration. 
If any date on which Distributions are payable on the Securities is not
a Business Day, then payment of the Distribution payable on such date will be
made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, with the same force and effect
as if made on such payment date.


 


(e)           In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders of the Securities.


 


36





















 


SECTION 7.3.   Redemption of
Securities.


 


(a)           Upon the repayment or redemption, in whole or in part, of
the Debentures held by the Trust, whether at the stated maturity of the
Debentures or upon earlier redemption as provided in the Indenture, the
proceeds from such repayment or redemption shall be simultaneously applied Pro
Rata to redeem Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Debentures so repaid or redeemed at the
Redemption Price.  Holders shall be given
not less than 30 nor more than 60 days notice of such redemption in accordance
with Section 7.4.


 


(b)           On the date fixed for any distribution of Debentures, upon
dissolution of the Trust, (i) the Securities will no longer be deemed to be
outstanding and (ii) certificates representing Securities will be deemed to
represent the Debentures having an aggregate principal amount equal to the
stated liquidation amount of, and bearing accrued and unpaid distributions
equal to accumulated and unpaid distributions on, such Securities until such
certificates are presented to the Sponsor or its agent for transfer or
reissuance.


 


SECTION 7.4.   Redemption
Procedures.


 


(a)           Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a “Redemption/Distribution Notice”),
which notice shall be irrevocable, will be given by the Trust by mail to each
Holder of Securities to be redeemed or exchanged not fewer than 30 nor more
than 60 days before the date fixed for redemption or exchange thereof which, in
the case of a redemption, will be the date fixed for redemption of the
Debentures.  For purposes of the calculation
of the date of redemption or exchange and the dates on which notices are given
pursuant to this Section 7.4(a), a Redemption/Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to Holders of Securities. 
Each Redemption/Distribution Notice shall be addressed to the Holders of
Securities at the address of each such Holder appearing in the register of the
Trust.  No defect in the
Redemption/Distribution Notice or in the mailing of either thereof with respect
to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.


 


(b)           If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Preferred Securities will be redeemed
Pro Rata (subject to Section 7.1(b)) and the Preferred Securities to be
redeemed will be redeemed as described in Section 7.4 below.  The Trust may not redeem the Securities in
part unless all accumulated and unpaid Distributions to the date of redemption
have been paid in full on all Securities then outstanding.  For all purposes of this Declaration, unless
the context otherwise requires, all provisions relating to the redemption of Preferred
Securities shall relate, in the case of any Preferred Security redeemed or to
be redeemed only in part, to the portion of the aggregate liquidation amount of
Preferred Securities which has been or is to be redeemed.


 


(c)           Subject to the Trust’s fulfillment of the notice
requirements set forth in Section 7.4(a) above, if Securities are to be
redeemed, then (i) with respect to Preferred Securities represented by one or
more Global Securities, by 12:00 noon, New York City time, on the redemption
date (provided that the Debenture Issuer has paid the Property Trustee a


 


37





















 


sufficient amount of cash in connection with
the related redemption or maturity of the Debentures), the Property Trustee
will deposit irrevocably with the Depositary or its nominee (or successor
Clearing Agency or its nominee) funds sufficient to pay the applicable
Redemption Price with respect to the Preferred Securities and will give the
Depositary irrevocable instructions and authority to pay the Redemption Price
to the Holders of the Preferred Securities and (ii) with respect to Securities
not represented by one or more Global Securities (provided that the Debenture
Issuer has paid the Property Trustee a sufficient amount of cash in connection
with the related redemption or maturity of the Debentures), the Paying Agent
will pay the relevant Redemption Price to the Holders of such Securities by
check mailed to the address of the relevant Holder appearing on the register of
the Trust on the redemption date.  If any
date fixed for redemption of Securities is not a Business Day, then payment of
the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day falls in the next
calendar year, such payment will be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date fixed
for redemption.  If payment of the
Redemption Price in respect of any Securities is not paid because the payment
of the Redemption Price on the Debentures is not made, interest will continue
to accrue on the Debentures, and, as a result, Distributions on such Securities
will continue to accumulate at the then applicable rate from the original
redemption date to the actual date of payment, in which case the actual payment
date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price.  For
these purposes, the applicable Redemption Price shall not include Distributions
which are being paid to Holders who were Holders on a relevant record
date.  If a Redemption/Distribution
Notice shall have been given and funds deposited or paid as required, then
immediately prior to the close of business on the date of such deposit or
payment, Distributions will cease to accumulate on the Securities called for
redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders to receive the
Redemption Price, but without interest on such Redemption Price, and from and
after the date fixed for redemption, such Securities will cease to be
outstanding.


 


Neither the Regular Trustees nor the Trust
shall be required to register or cause to be registered the transfer of any
Securities that have been called for redemption, except in the case of any
Securities being redeemed in part, any portion thereof not to be redeemed.


 


(d)           Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws), the Debenture
Issuer or its subsidiaries may at any time and from time to time purchase
outstanding Preferred Securities by tender, in the open market or by private
agreement.


 


SECTION 7.5.   Voting Rights of
Preferred Securities.


 


(a)           Except as provided under Section 11.1 and this Article 7 and
as otherwise required by the Statutory Trust Act, the Trust Indenture Act and
other applicable law, the Holders of the Preferred Securities shall have no
voting rights.


 


(b)           Subject to the requirement of the Property Trustee obtaining
a tax opinion in certain circumstances set forth in Section 7.5(d) below, the
Holders of a Majority in


 


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Liquidation Amount of the Preferred Securities
voting separately as a class have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Property
Trustee, or to direct the exercise of any trust or power conferred upon the
Property Trustee under the Declaration, including the right to direct the
Property Trustee, as Holder of the Debentures, to (i)  exercise the remedies available to it under the Indenture
as a Holder of the Debentures; (ii)  consent
to any amendment or modification of the Indenture or the Debentures where such
consent shall be required or (iii) waive
any past default and its consequences that is waivable under Section 513 of the
Indenture; provided, however, that if an Indenture Event of Default has
occurred and is continuing, then the Holders of 25% of the aggregate
liquidation amount of the Preferred Securities may direct the Property Trustee
to declare the principal of and interest on the Debentures due and payable;
provided, further, that where a consent or action under the Indenture would
require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Preferred
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to give such consent to take such
action.


 


(c)           If the Property Trustee fails to enforce its rights under
the Debentures after a Holder of Preferred Securities has made a written
request, such Holder of Preferred Securities may, to the extent permitted by
applicable law, institute a legal proceeding directly against the Debenture
Issuer to enforce the Property Trustee’s rights under the Indenture without first
instituting any legal proceeding against the Property Trustee or any other
person or entity.  In addition, if a
Trust Enforcement Event has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to make any interest,
principal or other required payments when due under the Indenture, then a
Holder of Preferred Securities may directly institute a Direct Action against
the Debenture Issuer on or after the respective due date specified in the
Debentures.


 


(d)           The Property Trustee shall notify all Holders of the
Preferred Securities of any notice of any Indenture Event of Default received
from the Debenture Issuer with respect to the Debentures.  Such notice shall state that such Indenture
Event of Default also constitutes a Trust Enforcement Event.  Except with respect to directing the time,
method, and place of conducting a proceeding for a remedy, the Property Trustee
shall be under no obligation to take any of the actions described in clause
7.5(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of
independent tax counsel to the effect that the Trust will not be classified as
an association or publicly traded partnership taxable as a corporation for
United States federal income tax purposes as a result of such action.


 


(e)           In the event the consent of the Property Trustee, as the
Holder of the Debentures, is required under the Indenture with respect to any
amendment or modification of the Indenture, the Property Trustee shall request
the direction of the Holders of the Securities with respect to such amendment
or modification and shall vote with respect to such amendment or modification
as directed by not less than 66-2/3% of the aggregate liquidation amount of the
Securities voting together as a single class; provided, however, that where a
consent under the Indenture would require the consent of the Holders of more
than 66-2/3% of the aggregate principal amount of the Debentures, the Property
Trustee may only give such consent at the direction of the Holders of at least
the same proportion in aggregate stated liquidation amount of


 


39





















 


the Securities.  The Property Trustee shall not take any such
action in accordance with the directions of the Holders of the Securities
unless the Property Trustee has obtained an opinion of independent tax counsel
to the effect that the Trust will not be classified as an association or
publicly traded partnership taxable as a corporation for United States federal
income tax purposes as a result of such action.


 


(f)            A waiver of an Indenture Event
of Default with respect to the Debentures will constitute a waiver of the
corresponding Trust Enforcement Event.


 


(g)           Any required approval or direction of Holders of Preferred Securities
may be given at a separate meeting of Holders of Preferred Securities convened
for such purpose, at a meeting of all of the Holders of Securities or pursuant
to written consent.  The Regular Trustees
shall cause a notice of any meeting at which Holders of Preferred Securities
are entitled to vote, or of any matter upon which action by written consent of
such Holders is to be taken, to be mailed to each Holder of record of Preferred
Securities.  Each such notice shall
include a statement setting forth the following information: (i) the date of
such meeting or the date by which such action is to be taken; (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought; and (iii) instructions for the delivery of proxies or consents.


 


(h)           No vote or consent of the Holders of Preferred Securities
shall be required for the Trust to redeem and cancel Preferred Securities or
distribute Debentures in accordance with this Declaration and the terms of the
Securities.


 


(i)            Notwithstanding that Holders of
Preferred Securities are entitled to vote or consent under any of the
circumstances described above, any of the Securities that are owned at such
time by the Debenture Issuer, any Regular Trustee or any entity directly or
indirectly controlled by, or under direct or indirect common control with, the
Debenture Issuer or any Trustee, shall not be entitled to vote or consent and
shall, for purposes of such vote or consent, be treated as if such Securities
were not outstanding.


 


(j)            Subject to Section 7.5(k),
Holders of the Preferred Securities shall have no rights to appoint or remove
the Trustees, who may be appointed, removed or replaced solely by the Common
Securities Holder.


 


(k)           If an Indenture Event of Default has occurred and is
continuing, the Trustees may be removed at such time only by a Majority in
Liquidation Amount of the Preferred Securities.


 


SECTION 7.6.   Voting Rights of
Common Securities.


 


(a)           Except as provided under Section 6.1(b), this Section
7.6 or Section 11.1 or as otherwise required by the Statutory Trust Act, the
Trust Indenture Act or other applicable law or provided by the Declaration, the
Holders of the Common Securities will have no voting rights.


 


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(b)           Subject to Section 7.5(k), the Holders of the Common
Securities shall be entitled, in accordance with Article 6 of this Declaration,
to vote to appoint, remove or replace any Trustee or to increase or decrease
the number of Trustees.


 


(c)           Subject to Section 2.6 and only after all Trust Enforcement
Events with respect to the Preferred Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in this paragraph
(c), the Holders of a Majority in Liquidation Amount of the Common Securities
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or direct the
exercise of any trust or power conferred upon the Property Trustee under this
Declaration, including the right to direct the Property Trustee, as Holder of
the Debentures, to (i) exercise the remedies
available to it under the Indenture as a Holder of the Debentures, (ii) consent to any amendment or
modification of the Indenture or the Debentures where such consent shall be
required or (iii) waive any past
default and its consequences that is waivable under Section 513 of the
Indenture; provided, however, that where a consent or action under the
Indenture would require the consent or act of the Holders of more than a
majority of the aggregate principal amount of Debentures affected thereby, only
the Holders of the percentage of the aggregate stated liquidation amount of the
Common Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to have such consent or take such
action.  Except with respect to directing
the time, method, and place of conducting a proceeding for a remedy, the
Property Trustee shall be under no obligation to take any of the actions
described in clause 7.6(c)(i) and (ii) above unless the Property Trustee has
obtained an opinion of independent tax counsel to the effect that, as a result
of such action, for United States federal income tax purposes the Trust will
not be classified as other than a grantor trust.


 


(d)           If the Property Trustee fails to enforce its rights under
the Debentures after a Holder of Common Securities has made a written request,
such Holder of Common Securities may, to the extent permitted by applicable
law, directly institute a legal proceeding directly against the Debenture
Issuer to enforce the Property Trustee’s rights under the Debentures without
first instituting any legal proceeding against the Property Trustee or any
other person or entity.


 


(e)           A waiver of an Indenture Event of Default with respect to
the Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.


 


(f)            Any required approval or
direction of Holders of Common Securities may be given at a separate meeting of
Holders of Common Securities convened for such purpose, at a meeting of all of
the Holders of Securities or pursuant to written consent.  The Regular Trustees will cause a notice of
any meeting at which Holders of Common Securities are entitled to vote, or of
any matter on which action by written consent of such Holders is to be taken,
to be mailed to each Holder of record of Common Securities.  Each such notice will include a statement
setting forth the following information: (i) the date of such meeting or the
date by which such action is to be taken; (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to
vote or of such matter upon which written consent is sought; and (iii)
instructions for the delivery of proxies or consents.


 


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(g)           No vote or consent of the Holders of the Common Securities
will be required for the Trust to redeem and cancel Common Securities or to
distribute Debentures in accordance with the Declaration and the terms of the
Securities.


 


SECTION 7.7.   Paying Agent.


 


In the event that any Preferred Securities
are not in book-entry only form, the Trust shall maintain in the Borough of
Manhattan, City of New York, State of New York, an office or agency where the
Preferred Securities may be presented for payment (“Paying Agent”).  The Trust may appoint the paying agent and
may appoint one or more additional paying agents in such other locations as it
shall determine.  The term “Paying Agent”
includes any additional paying agent. 
The Trust may change any Paying Agent without prior notice to the
Holders.  The Trust shall notify the
Property Trustee of the name and address of any Paying Agent not a party to
this Declaration.  If the Trust fails to
appoint or maintain another entity as Paying Agent, the Property Trustee shall
act as such.  The Trust or any of its
Affiliates may act as Paying Agent.  The
Property Trustee shall initially act as Paying Agent for the Securities.  In the event the Property Trustee shall no
longer be the Paying Agent, the Regular Trustees shall appoint a successor
(which shall be a bank or trust company acceptable to the Debenture Issuer) to
act as Paying Agent.  The Paying Agent
shall be permitted to resign as Paying Agent upon 30 days’ written notice to
the Property Trustee and the Debenture Issuer.


 


SECTION 7.8.   Listing.


 


The Sponsor shall use its best efforts to
cause the Preferred Securities to be listed for quotation on the New York Stock
Exchange.


 


SECTION 7.9.   Transfer of
Securities.


 


(a)           Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities.  Any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.


 


(b)           Subject to this Article 7, Preferred Securities shall be
freely transferable.


 


(c)           The Trust shall cause to be kept at the Corporate Trust
Office of the Property Trustee a register (the register maintained in such
office being herein sometimes referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Trust shall
provide for the registration of Preferred Securities and of transfers of
Preferred Securities.  The Property
Trustee is hereby appointed “Security Registrar” for the purpose of registering
Preferred Securities and transfers of Preferred Securities as herein provided.


 


(d)           Upon surrender for registration of transfer of any Security
at an office or agency of the Trust designated for such purpose, the Trust
shall execute, and the Property Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denominations and of a like aggregate principal amount.


 


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(e)           At
the option of the Holder, Securities may be exchanged for other Securities of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Trust shall execute, and in the case of Preferred Securities
the Property Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.


 


(f)            Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Trust or the Property Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Trust and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.


 


(g)           No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Trust may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities.


 


(h)           If
the Securities are to be redeemed in part, the Trust shall not be required (A)
to issue, register the transfer of or exchange any Securities during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 7.4 and ending at the close of business on the day of such mailing, or
(B) to register the transfer or exchange of any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


SECTION 7.10.   Mutilated,
Destroyed, Lost or Stolen Certificates.


 


If:


 


(a)           any
mutilated Certificates should be surrendered to the Regular Trustees, or if the
Regular Trustees shall receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate; and


 


(b)           there
shall be delivered to the Regular Trustees such security or indemnity as may be
required by them to keep each of the Trustees, the Sponsor and the Trust
harmless, then, in the absence of notice that such Certificate shall have been
acquired by a protected purchaser, any Regular Trustee on behalf of the Trust
shall execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like
denomination.  In connection with the
issuance of any new Certificate under this Section 7.10, each of the Trustees
or the Regular Trustees may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.  Any duplicate Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
ownership interest in the relevant Securities, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any time.


 


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SECTION 7.11.   Deemed Security
Holders.


 


The Trustees may treat the Person in whose
name any Certificate shall be registered on the register of the Trust as the
sole holder of such Certificate and of the Securities represented by such
Certificate for purposes of receiving Distributions and for all other purposes
whatsoever and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such Certificate or in the Securities represented
by such Certificate on the part of any Person, whether or not the Trust shall
have actual or other notice thereof.


 


SECTION 7.12.   Global Securities.


 


The Preferred Securities may be issued in the
form of one or more Global Securities. 
If the Preferred Securities are to be issued in the form of one or more
Global Securities, then the Regular Trustee on behalf of the Trust shall
execute and the Property Trustee shall authenticate and deliver one or more
Global Securities that (i) shall represent and shall be denominated in an
amount equal to the aggregate liquidation amount of all of the Preferred
Securities to be issued in the form of Global Securities and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security
or Preferred Securities or the nominee of such Depositary, and (iii) shall be
delivered by the Property Trustee to such Depositary or pursuant to such
Depositary’s instructions.  Global
Securities shall bear a legend substantially to the following effect:


 


“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 Lehman Brothers
Holdings Capital Trust VI 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.”


 


Preferred Securities not represented by a
Global Security issued in exchange for all or a part of a Global Security
pursuant to this Section 7.12 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Property
Trustee.  Upon execution and authentication,
the Property Trustee shall deliver such Preferred Securities not represented by
a


 


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Global Security to the Persons in whose names
such definitive Preferred Securities are so registered.


 


At such time as all interests in Global
Securities have been redeemed, repurchased or cancelled, such Global Securities
shall be, upon receipt thereof, cancelled by the Property Trustee in accordance
with standing procedures of the Depositary. 
At any time prior to such cancellation, if any interest in Global
Securities is exchanged for Preferred Securities not represented by a Global
Security, redeemed, cancelled or transferred to a transferee who receives
Preferred Securities not represented by a Global Security therefor or any
Preferred Security not represented by a Global Security is exchanged or
transferred for part of Global Securities, the principal amount of such Global
Securities shall, in accordance with the standing procedures of the Depositary,
be reduced or increased, as the case may be, and an endorsement shall be made
on such Global Securities by the Property Trustee to reflect such reduction or
increase.


 


The Trust and the Property Trustee may for
all purposes, including the making of payments due on the Preferred Securities,
deal with the Depositary as the authorized representative of the Holders for
the purposes of exercising the rights of Holders hereunder.  The rights of the owner of any beneficial
interest in a Global Security shall be limited to those established by law and
agreements between such owners and depository participants or Euroclear and
Clearstream Banking; provided, that no such agreement shall give any rights to
any Person against the Trust or the Property Trustee without the written
consent of the parties so affected.  Multiple
requests and directions from and votes of the Depositary as holder of Preferred
Securities in global form with respect to any particular matter shall not be
deemed inconsistent to the extent they do not represent an amount of Preferred
Securities in excess of those held in the name of the Depositary or its
nominee.


 


If at any time the Depositary for any
Preferred Securities represented by one or more Global Securities notifies the
Trust that it is unwilling or unable to continue as Depositary for such
Preferred Securities or if at any time the Depositary for such Preferred
Securities shall no longer be eligible under this Section 7.12, the Trust shall
appoint a successor Depositary with respect to such Preferred Securities.  If a successor Depositary for such Preferred
Securities is not appointed by the Trust within 90 days after the Trust
receives such notice or becomes aware of such ineligibility, the Trust’s
election that such Preferred Securities be represented by one or more Global
Securities shall no longer be effective and the Trust shall execute, and the
Property Trustee will authenticate and deliver, Preferred Securities in
definitive registered form, in any authorized denominations, in an aggregate
liquidation amount equal to the principal amount of the Global Security or
Preferred Securities representing such Preferred Securities in exchange for
such Global Security or Preferred Securities.


 


The Trust may at any time and in its sole
discretion determine that the Preferred Securities issued in the form of one or
more Global Securities shall no longer be represented by a Global Security or
Preferred Securities.  In such event the
Trust shall execute, and the Property Trustee, shall authenticate and deliver,
Preferred Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Preferred Securities representing such Preferred
Securities, in exchange for such Global Security or Preferred Securities.


 


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Notwithstanding any other provisions of this
Declaration (other than the provisions set forth in Section 7.9), Global
Securities may not be transferred as a whole except 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 or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.


 


Interests of beneficial owners in a Global
Security may be transferred or exchanged for Preferred Securities not
represented by a Global Security and Preferred Securities not represented by a
Global Security may be transferred or exchange for Global Securities in
accordance with rules of the Depositary and the provisions of Section 7.9.


 


ARTICLE 8


 


DISSOLUTION AND TERMINATION OF TRUST


 


SECTION 8.1.   Dissolution and
Termination of Trust.


 


(a)           The
Trust shall dissolve upon the earliest of:


 


(i)            the bankruptcy of
the Holder of the Common Securities or the Sponsor;


 


(ii)           the filing of a
certificate of dissolution or its equivalent with respect to the Sponsor; the
filing of a certificate of cancellation with respect to the Trust after
obtaining the consent of the Holders of at least a Majority in Liquidation
Amount of the Securities to the filing of a certificate of cancellation with
respect to the Trust or the revocation of the Sponsor’s charter and the
expiration of 90 days after the date of revocation without a reinstatement
thereof;


 


(iii)          the entry of a
decree of judicial dissolution of the Sponsor or the Trust;


 


(iv)          the time when all of
the Securities shall have been called for redemption and the amounts then due
shall have been paid to the Holders in accordance with the terms of the Securities;


 


(v)           upon the election of
the Regular Trustees, following the occurrence and continuation of a Special
Event pursuant to which the Trust shall have been dissolved in accordance with
the terms of the Securities, and all of the Debentures shall have been
distributed to the Holders of Securities in exchange for all of the Securities;


 


(vi)          at the Sponsor’s
election by notice and direction to the Property Trustee to distribute the
Debentures to the Holders of the Securities in exchange for all of the Securities;
provided that the Sponsor shall give notice of such election to the Holders of
the Securities at least 10 Business Days prior to such dissolution; or


 


46





















 


(vii)         the time when all of
the Regular Trustees and the Sponsor shall have consented to dissolution of the
Trust provided such action is taken before the issuance of any Securities;


 


(b)           As
soon as is practicable after the occurrence of an event referred to in Section
8.1(a) and upon completion of the winding up and liquidation of the Trust, the
Trustees shall terminate the Trust, at the direction and expense of the
Sponsor, by filing a certificate of cancellation with the Secretary of State of
the State of Delaware.


 


(c)           The
provisions of Section 4.2 and Article 9 shall survive the termination of the
Trust.


 


SECTION 8.2.   Liquidation
Distribution Upon Dissolution of the Trust.


 


(a)           In
the event of any voluntary or involuntary liquidation, dissolution, or
winding-up of the Trust (each a “Liquidation”), the Holders of the Securities
on the date of the Liquidation will be entitled to receive, out of the assets
of the Trust available for distribution to Holders of Securities after
satisfaction of the Trusts’ liabilities to creditors, if any, distributions in
cash or other immediately available funds in an amount equal to the aggregate
of the stated liquidation amount of $25 per Security plus accumulated and
unpaid Distributions thereon to the date of payment (such amount being the “Liquidation
Distribution”), unless, in connection with such Liquidation, Debentures in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and
accrued and unpaid interest equal to accumulated and unpaid Distributions on,
such Securities shall be distributed on a Pro Rata basis to the Holders of
the Securities in exchange for such Securities.


 


(b)           If,
upon any such Liquidation, the Liquidation Distribution can be paid only in
part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis.  The Holders of the Common Securities will be
entitled to receive distributions upon any such Liquidation Pro Rata with the
Holders of the Preferred Securities except that if an Indenture Event of
Default has occurred and is continuing, the Preferred Securities shall have a
preference over the Common Securities with regard to such distributions as
provided in Section 7.1(b).


 


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ARTICLE 9


 


LIMITATION OF LIABILITY OF

HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS


 


SECTION 9.1.   Liability.


 


(a)           Except
as expressly set forth in this Declaration, the Guarantee and the terms of the
Securities, the Sponsor:


 


(i)            shall not be
personally liable for the return of any portion of the capital contributions
(or any return thereon) of the Holders of the Securities which shall be made
solely from assets of the Trust; and


 


(ii)           shall not be
required to pay to the Trust or to any Holder of Securities any deficit upon
dissolution of the Trust or otherwise.


 


(b)           Pursuant
to Section 3803(a) of the Statutory Trust Act, the Holder of the Common
Securities shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware; provided, however, the
Holders of the Common Securities shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust’s assets.


 


(c)           Pursuant
to Section 3803(a) of the Statutory Trust Act, the Holders of the Preferred
Securities shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware.


 


SECTION 9.2.   Exculpation.


 


(a)           No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person’s gross negligence or willful
misconduct with respect to such acts or omissions.


 


(b)           An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Trust and upon such information, opinions, reports or statements
presented to the Trust by any Person as to matters the Indemnified Person
reasonably believes are within such other Person’s professional or expert
competence and who has been selected with reasonable care by or on behalf of
the Trust, including information, opinions, reports or statements as to the
value and amount of the assets, liabilities, profits, losses or any other facts


 


48





















 


pertinent to the existence and
amount of assets from which Distributions to Holders of Securities might
properly be paid.


 


SECTION 9.3.   Fiduciary Duty.


 


(a)           To
the extent that, at law or in equity, an Indemnified Person has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or
to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to an other Covered Person for
its good faith reliance on the provisions of this Declaration.  The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Property Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified Person.


 


(b)           Unless
otherwise expressly provided herein:


 


(i)            whenever a conflict
of interest exists or arises between any Covered Persons; or


 


(ii)           whenever this
Declaration or any other agreement contemplated herein or therein provides that
an Indemnified Person shall act in a manner that is, or provides terms that
are, fair and reasonable to the Trust or any Holder of Securities,


 


the
Indemnified Person shall resolve such conflict of interest, take such action or
provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any
customary or accepted industry practices and any applicable generally accepted
accounting practices or principles.  In
the absence of bad faith by the Indemnified Person, the resolution, action or
term so made, taken or provided by the Indemnified Person shall not constitute
a breach of this Declaration or any other agreement contemplated herein or of
any duty or obligation of the Indemnified Person at law or in equity or
otherwise.


 


(c)           Whenever
in this Declaration an Indemnified Person is permitted or required to make a
decision:


 


(i)            in its “discretion”
or under a grant of similar authority, the Indemnified Person shall be entitled
to consider such interests and factors as it desires, including its own
interests, and shall have no duty or obligation to give any consideration to
any interest of or factors affecting the Trust or any other Person; or


 


(ii)           in its “good faith”
or under another express standard, the Indemnified Person shall act under such
express standard and shall not be subject to any other or different standard
imposed by this Declaration or by applicable law.


 


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SECTION 9.4.   Indemnification.  (a)


 


(i)            The Debenture
Issuer shall indemnify, to the full extent permitted by law, any Debenture
Issuer Indemnified Person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was a
Debenture Issuer Indemnified Person against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the Debenture Issuer Indemnified
Person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Trust, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.


 


(ii)           The Debenture
Issuer shall indemnify, to the full extent permitted by law, any Debenture
Issuer Indemnified Person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Trust to procure a judgment in its favor by reason of the fact that he
is or was a Debenture Issuer Indemnified Person against expenses (including
attorneys’ fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Trust and except that no such indemnification shall be made in respect of
any claim, issue or matter as to which such Debenture Issuer Indemnified Person
shall have been adjudged to be liable to the Trust unless and only to the
extent that the Court of Chancery of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such Court of Chancery or such other court shall deem proper.


 


(iii)          Any indemnification
under paragraphs (i) and (ii) of this Section 9.4(a) (unless ordered by a
court) shall be made by the Debenture Issuer only as authorized in the specific
case upon a determination that indemnification of the Debenture Issuer
Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (i) and (ii).  Such determination shall be made (1) by the
Regular Trustees by a majority vote of a quorum consisting of such Regular
Trustees who were not parties to such action, suit or proceeding, (2) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
Regular Trustees so directs, by independent legal counsel in a written opinion,
or (3) by the Common Security Holder of the Trust.


 


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(iv)          Expenses (including
attorneys’ fees) incurred by a Debenture Issuer Indemnified Person in defending
a civil, criminal, administrative or investigative action, suit or proceeding
referred to in paragraphs (i) and (ii) of this Section 9.4(a) shall be paid by
the Debenture Issuer in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such Debenture
Issuer Indemnified Person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Debenture Issuer as
authorized in this Section 9.4(a). 
Notwithstanding the foregoing, no advance shall be made by the Debenture
Issuer if a determination is reasonably and promptly made (i) by the Regular
Trustees by a majority vote of a quorum of disinterested Regular Trustees, (ii)
if such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Regular Trustees so directs, by independent legal counsel in a
written opinion or (iii) the Common Security Holder of the Trust, that, based
upon the facts known to the Regular Trustees, counsel or the Common Security
Holder at the time such determination is made, such Debenture Issuer
Indemnified Person acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interests of the Trust, or, with
respect to any criminal proceeding, that such Debenture Issuer Indemnified
Person believed or had reasonable cause to believe his conduct was
unlawful.  In no event shall any advance
be made in instances where the Regular Trustees, independent legal counsel or
Common Security Holder reasonably determine that such person deliberately
breached his duty to the Trust or its Common or Preferred Security Holders.


 


(v)           The indemnification
and advancement of expenses provided by, or granted pursuant to, the other
paragraphs of this Section 9.4(a) shall not be deemed exclusive of any other
rights to which those seeking indemnification and advancement of expenses may
be entitled under any agreement, vote of stockholders or disinterested
directors of the Debenture Issuer or Preferred Security Holders of the Trust or
otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office.  All
rights to indemnification under this Section 9.4(a) shall be deemed to be
provided by a contract between the Debenture Issuer and each Debenture Issuer
Indemnified Person who serves in such capacity at any time while this Section
9.4(a) is in effect.  Any repeal or
modification of this Section 9.4(a) shall not affect any rights or obligations
then existing.


 


(vi)          The Debenture Issuer
or the Trust may purchase and maintain insurance on behalf of any person who is
or was a Debenture Issuer Indemnified Person against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Debenture Issuer would have the power to
indemnify him against such liability under the provisions of this Section
9.4(a).


 


(vii)         For purposes of this
Section 9.4(a), references to “the Trust” shall include, in addition to the
resulting or surviving entity, any constituent entity


 


51





















 


(including any
constituent of a constituent) absorbed in a consolidation or merger, so that
any person who is or was a director, trustee, officer or employee of such
constituent entity, or is or was serving at the request of such constituent
entity as a director, trustee, officer, employee or agent of another entity,
shall stand in the same position under the provisions of this Section 9.4(a)
with respect to the resulting or surviving entity as he would have with respect
to such constituent entity if its separate existence had continued.


 


(viii)        The indemnification
and advancement of expenses provided by, or granted pursuant to, this Section
9.4(a) shall, unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a Debenture Issuer Indemnified Person and
shall inure to the benefit of the heirs, executors and administrators of such a
person.  The obligation to indemnify as
set forth in this Section 9.4(a) shall survive the resignation or removal of
the Delaware Trustee or the Property Trustee or the termination of this
Declaration.


 


(b)           The
Debenture Issuer agrees to indemnify the (i) Property Trustee, (ii) the
Delaware Trustee, (iii) any Affiliate of the Property Trustee or the Delaware
Trustee, and (iv) any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Property
Trustee or the Delaware Trustee (each of the Persons in (i) through (iv) being
referred to as a “Fiduciary Indemnified Person”) for, and to hold each
Fiduciary Indemnified Person harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses (including reasonable legal fees and expenses)
of defending itself against or investigating any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.  The obligation to indemnify
as set forth in this Section 9.4(b) shall survive the resignation and removal
of the Delaware Trustee or the Property Trustee and the satisfaction and
discharge of this Declaration.  In
addition, the Debenture Issuer has agreed in the Indenture to pay the fees and
expenses of the Delaware Trustee and the Property Trustee.


 


SECTION 9.5.   Outside Businesses.


 


Any Covered Person, the Sponsor, the Delaware
Trustee and the Property Trustee may engage in or possess an interest in other
business ventures of any nature or description, independently or with others,
similar or dissimilar to the activities of the Trust, and the Trust and the
Holders of Securities shall have no rights by virtue of this Declaration in and
to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the activities of the
Trust, shall not be deemed wrongful or improper.  No Covered Person, the Sponsor, the Delaware Trustee
or the Property Trustee shall be obligated to present any particular investment
or other opportunity to the Trust even if such opportunity is of a character
that, if presented to the Trust, could be taken by the Trust, and any Covered
Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have
the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity.  Any Covered Person, the
Delaware Trustee and the Property Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the
Sponsor, or may act as depositary for, trustee or agent for, or


 


52





















 


act on any committee or body of holders of,
securities or other obligations of the Sponsor or its Affiliates.


 


ARTICLE 10


 


ACCOUNTING


 


SECTION 10.1.  
Fiscal Year.


 


The fiscal year (“Fiscal Year”) of the Trust
shall be the calendar year, or such other year as is required by the Code.


 


SECTION 10.2.  
Certain Accounting Matters.


 


(a)           At
all times during the existence of the Trust, the Regular Trustees shall keep,
or cause to be kept, full books of account, records and supporting documents,
which shall reflect in reasonable detail, each transaction of the Trust.  The books of account shall be maintained on
the accrual method of accounting, in accordance with generally accepted
accounting principles, consistently applied. 
The Trust shall use the accrual method of accounting for United States
federal income tax purposes.  The books
of account and the records of the Trust shall be examined by and reported upon
as of the end of each Fiscal Year of the Trust by a firm of independent
certified public accountants selected by the Regular Trustees.


 


(b)           The
Regular Trustees shall cause to be prepared and delivered to each of the
Holders of Securities, within 90 days after the end of each Fiscal Year of the
Trust, annual financial statements of the Trust, including a balance sheet of
the Trust as of the end of such Fiscal Year, and the related statements of
income or loss.


 


(c)           The
Regular Trustees shall cause to be duly prepared and delivered to each of the
Holders of Securities, an annual United States federal income tax information
statement, required by the Code, containing such information with regard to the
Securities held by each Holder as is required by the Code and the Treasury
Regulations.  Notwithstanding any right
under the Code to deliver any such statement at a later date, the Regular
Trustees shall endeavor to deliver all such statements within 30 days after the
end of each Fiscal Year of the Trust.


 


(d)           The
Regular Trustees shall cause to be duly prepared and filed with the appropriate
taxing authority, an annual United States federal income tax return, on a Form
1041 or such other form required by United States federal income tax law, and
any other annual income tax returns required to be filed by the Regular
Trustees on behalf of the Trust with any state or local taxing authority.


 


SECTION 10.3.  
Banking.


 


The Trust shall maintain one or more bank
accounts in the name and for the sole benefit of the Trust; provided, however,
that all payments of funds in respect of the Debentures held by the Property
Trustee shall be made directly to the Property Account and no other funds of
the Trust shall be deposited in the Property Account.  The sole signatories for such accounts


 


53





















 


shall be designated by the Regular Trustees;
provided, however, that the Property Trustee shall designate the signatories
for the Property Account.


 


SECTION 10.4.  
Withholding.


 


The Trust and the Regular Trustees shall
comply with all withholding requirements under United States federal, state and
local law.  The Trust shall request, and
the Holders shall provide to the Trust, such forms or certificates as are
necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations.  The Regular
Trustees shall file required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions.  To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to
distributions or allocations to any Holder, the amount withheld shall be deemed
to be a distribution in the amount of the withholding to the Holder.  In the event of any claimed over withholding,
Holders shall be limited to an action against the applicable jurisdiction.  If the amount required to be withheld was not
withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.


 


ARTICLE 11


 


AMENDMENTS AND MEETINGS


 


SECTION 11.1.  
Amendments.


 


(a)           Except
as otherwise provided in this Declaration or by any applicable terms of the
Securities, this Declaration may only be amended by a written instrument
approved and executed by the Sponsor and (i) the
Regular Trustees (or, if there are more than two Regular Trustees, a majority
of the Regular Trustees) and (ii) the
Property Trustee if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee; and (iii) by the Delaware Trustee if the amendment affects the
rights, powers, duties, obligations or immunities of the Delaware Trustee.


 


(b)           No
amendment shall be made, and any such purported amendment shall be void and
ineffective:


 


(i)             unless,
in the case of any proposed amendment, the Property Trustee shall have first
received an Officers’ Certificate from each of the Trust and the Sponsor that
such amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities);


 


(ii)            unless,
in the case of any proposed amendment which affects the rights, powers, duties,
obligations or immunities of the Property Trustee, the Property Trustee shall
have first received:


 


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(A)                              an
Officers’ Certificate from each of the Trust and the Sponsor that such
amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities) and that all conditions precedent to
the execution and delivery of such amendment have been satisfied; and


 


(B)                                an
opinion of counsel (who may be counsel to the Sponsor or the Trust) that such
amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities) and that all conditions precedent to
the execution and delivery of such amendment have been satisfied; and


 


(iii)           to
the extent the result of such amendment would be to:


 


(A)                              cause
the Trust to be classified as other than a grantor trust for United States
federal income tax purposes;


 


(B)                                reduce
or otherwise adversely affect the powers of the Property Trustee in
contravention of the Trust Indenture Act; or


 


(C)                                cause
the Trust to be deemed to be an Investment Company required to be registered
under the Investment Company Act.


 


(c)           If
the Trust has issued any Securities that remain outstanding:


 


(i)            any amendment that
would  (a) change the amount or timing of
any distribution of the Securities or otherwise adversely affect the amount of
any distribution required to be made in respect of the Securities as of a
specified date or (b) restrict the right of a Holder of Securities to institute
suit for the enforcement of any such payment on or after such date, will
entitle the Holders of such Securities, voting together as a single class, to
vote on such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of each of the Holders of the Securities
affected thereby; and


 


(ii)           any amendment that
would (a) adversely affect the powers, 
preferences or special rights of the Securities, whether by way of
amendment to this Declaration or otherwise or (b) result in the dissolution, winding-up
or termination of the Trust other than pursuant to the terms of this
Declaration, will entitle the holders of the Securities voting together as a
single class to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of 66 2/3% of the
Securities affected thereby; provided that, if any amendment or proposal
referred to in clause (a) above would adversely affect only the Preferred
Securities or the Common Securities, then only


 


55





















 


the affected
class will be entitled to vote on such amendment or proposal and such amendment
or proposal.


 


(d)           This
Section 11.1 shall not be amended without the consent of all of the Holders of
the Securities.


 


(e)           Article
4 shall not be amended without the consent of the Holders of a Majority in
Liquidation Amount of the Common Securities.


 


(f)            The
rights of the Holders of the Common Securities under Article 5 to increase or
decrease the number of, and appoint and remove Trustees shall not be amended
without the consent of the Holders of a Majority in Liquidation Amount of the
Common Securities.


 


(g)           Notwithstanding
Section 11.1(c), this Declaration may be amended without the consent of the
Holders of the Securities, if such amendment does not adversely affect in any
material respect the rights of the holders of the Securities, to:


 


(i)            cure any ambiguity;


 


(ii)           correct or
supplement any provision in this Declaration that may be defective or
inconsistent with any other provision of this Declaration;


 


(iii)          add to the
covenants, restrictions or obligations of the Sponsor;


 


(iv)          conform to any
change in Rule 3a-5 or written change in interpretation or application of Rule
3a-5 by any legislative body, court, government agency or regulatory authority;
or


 


(v)           to modify, eliminate
and add to any provision of this Declaration to ensure that the Trust will be
classified as a grantor trust for United States federal income tax purposes at
all times that any Securities are outstanding or to ensure that the Trust will
not be required to register as an Investment Company under the Investment
Company Act.


 


SECTION 11.2.  
Meetings of the Holders of Securities; Action by Written Consent.


 


(a)           Meetings
of the Holders of any class of Securities may be called at any time by the
Regular Trustees (or as provided in the terms of the Securities) to consider
and act on any matter on which Holders of such class of Securities are entitled
to act under the terms of this Declaration, the terms of the Securities or the
rules of any stock exchange on which the Preferred Securities are listed or
admitted for trading.  The Regular
Trustees shall call a meeting of the Holders of such class if directed to do so
by the Holders of at least 10% in Liquidation Amount of such class of
Securities.  Such direction shall be
given by delivering to the Regular Trustees one or more calls in a writing
stating that the signing Holders of Securities wish to call a meeting and indicating
the general or specific purpose for which the meeting is to be called.  Any Holders of Securities calling a meeting
shall specify in writing the Certificates held by the Holders of


 


56





















 


Securities exercising the right to call a
meeting and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.


 


(b)           Except
to the extent otherwise provided in the terms of the Securities, the following
provisions shall apply to meetings of Holders of Securities:


 


(i)            notice of any such
meeting shall be given to all the Holders of Securities having a right to vote
thereat at least 7 days and not more than 60 days before the date of such
meeting.  Whenever a vote, consent or
approval of the Holders of Securities is permitted or required under this
Declaration or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading, such vote, consent or approval
may be given at a meeting of the Holders of Securities.  Any action that may be taken at a meeting of
the Holders of Securities may be taken without a meeting if a consent in
writing setting forth the action so taken is signed by the Holders of
Securities owning not less than the minimum amount of Securities in liquidation
amount that would be necessary to authorize or take such action at a meeting at
which all Holders of Securities having a right to vote thereon were present and
voting.  Prompt notice of the taking of
action without a meeting shall be given to the Holders of Securities entitled
to vote who have not consented in writing. 
The Regular Trustees may specify that any written ballot submitted to
the Security Holders for the purpose of taking any action without a meeting
shall be returned to the Trust within the time specified by the Regular
Trustees;


 


(ii)           each Holder of a
Security may authorize any Person to act for it by proxy on all matters in
which a Holder of Securities is entitled to participate, including waiving
notice of any meeting, or voting or participating at a meeting.  No proxy shall be valid after the expiration
of 11 months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the
pleasure of the Holder of Securities executing such proxy.  Except as otherwise provided herein, all
matters relating to the giving, voting or validity of proxies shall be governed
by the General Corporation Law of the State of Delaware relating to proxies,
and judicial interpretations thereunder, as if the Trust were a Delaware
corporation and the Holders of the Securities were stockholders of a Delaware
corporation;


 


(iii)          each meeting of the
Holders of the Securities shall be conducted by the Regular Trustees or by such
other Person that the Regular Trustees may designate; and


 


(iv)          unless the Statutory
Trust Act, this Declaration, the terms of the Securities, the Trust Indenture
Act or the listing rules of any stock exchange on which the Preferred
Securities are then listed for trading, otherwise provides, the Regular
Trustees, in their sole discretion, shall establish all other provisions
relating to meetings of Holders of Securities, including notice of the time,
place or purpose of any meeting at which any matter is to be voted on by any
Holders of


 


57





















 


Securities,
waiver of any such notice, action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in person or by
proxy or any other matter with respect to the exercise of any such right to
vote.


 


ARTICLE 12


 


REPRESENTATIONS OF PROPERTY TRUSTEE

AND DELAWARE TRUSTEE


 


SECTION 12.1.  
Representations and Warranties of the Property Trustee.


 


The Trustee that acts as initial Property Trustee
represents and warrants to the Trust and to the Sponsor at the date of this
Declaration, and each Successor Property Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Property Trustee’s
acceptance of its appointment as Property Trustee that:


 


(a)           the
Property Trustee is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization, with trust power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, this Declaration;


 


(b)           the
Property Trustee satisfies the requirements set forth in Section 6.3(a);


 


(c)           the
execution, delivery and performance by the Property Trustee of this Declaration
have been duly authorized by all necessary corporate action on the part of the
Property Trustee.  This Declaration has
been duly executed and delivered by the Property Trustee, and it constitutes a
legal, valid and binding obligation of the Property Trustee, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency and other similar laws affecting
creditors’ rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law);


 


(d)           the
execution, delivery and performance of this Declaration by the Property Trustee
do not conflict with or constitute a breach of the articles of association or
incorporation, as the case may be, or the by-laws (or other similar
organizational documents) of the Property Trustee; and


 


(e)           no
consent, approval or authorization of, or registration with or notice to, any
State or federal banking authority is required for the execution, delivery or
performance by the Property Trustee of this Declaration.


 


SECTION 12.2.  
Representations and Warranties of the Delaware Trustee.


 


The Trustee that acts as initial Delaware
Trustee represents and warrants to the Trust and to the Sponsor at the date of
this Declaration, and each Successor Delaware Trustee


 


58





















 


represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee’s acceptance of its
appointment as Delaware Trustee that:


 


(a)           the
Delaware Trustee satisfies the requirements set forth in Section 6.2 and has
the power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration and, if it is not a
natural person, is duly organized, validly existing and in good standing under
the laws of its jurisdiction of incorporation or organization;


 


(b)           the
Delaware Trustee has been authorized to perform its obligations under the
Certificate of Trust and this Declaration. 
This Declaration under Delaware law constitutes a legal, valid and
binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency and other similar laws affecting creditors’ rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law); and


 


(c)           no
consent, approval or authorization of, or registration with or notice to, any
State or federal banking authority is required for the execution, delivery or
performance by the Delaware Trustee of this Declaration.


 


ARTICLE 13


 


MISCELLANEOUS


 


SECTION 13.1.  
Notices.


 


All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:


 


(a)           if
given to the Trust, in care of the Regular Trustees at the Trust’s mailing
address set forth below (or such other address as the Trust may give notice of
to the Property Trustee, the Delaware Trustee and the Holders of the
Securities):


 


c/o Lehman
Brothers Holdings Inc.

399 Park Avenue

New York, New York 10022

Attention: Corporate Counsel

Facsimile: (212) 526-0339


 


(b)           if
given to the Delaware Trustee, at the mailing address set forth below (or such
other address as the Delaware Trustee may give notice of to the Regular
Trustees, the Property Trustee and the Holders of the Securities):


 


59





















 


Chase
Manhattan Bank USA, National Association

500 Stanton Christiana Road

Bldg 4, 3rd Floor 

Newark, Delaware 19713

Attention: Institutional Trust Services

Facsimile:  (302) 552-6280


 


(c)           if
given to the Property Trustee, at its Corporate Trust Office (or such other
address as the Property Trustee may give notice of to the Regular Trustees, the
Delaware Trustee and the Holders of the Securities).


 


(d)           if
given to the Holder of the Common Securities, at the mailing address of the
Sponsor set forth below (or such other address as the Holder of the Common
Securities may give notice of to the Property Trustee, the Delaware Trustee and
the Trust):


 


Lehman
Brothers Holdings Inc.

399 Park Avenue

New York, New York 10022

Attention: Corporate Counsel

Facsimile: (212) 526-0339


 


(e)           if
given to any other Holder, at the address set forth on the register of the
Trust.


 


All such
notices shall be deemed to have been given when received in person, telecopied
with receipt confirmed or mailed by first class mail, postage prepaid except
that if a notice or other document is refused delivery or cannot be delivered
because of a changed address of which no notice was given, such notice or other
document shall be deemed to have been delivered on the date of such refusal or
inability to deliver.


 


SECTION 13.2.  
Governing Law.


 


This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware.


 


SECTION 13.3.  
Intention of the Parties.


 


It is the intention of the parties hereto
that the Trust be classified for United States federal income tax purposes as a
grantor trust.  The provisions of this
Declaration shall be interpreted in a manner consistent with such
classification.


 


SECTION 13.4.  
Headings.


 


Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.


 


60





















 


SECTION
13.5.   Successors and Assigns.


 


Whenever in this Declaration any of the
parties hereto is named or referred to, the successors and assigns of such
party shall be deemed to be included, and all covenants and agreements in this
Declaration by the Sponsor and the Trustees shall bind and inure to the benefit
of their respective successors and assigns, whether so expressed.


 


SECTION
13.6.   Partial Enforceability.


 


If any provision of this Declaration, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Declaration, or the application of such
provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.


 


SECTION 13.7.   Counterparts.


 


This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees to one of such counterpart
signature pages.  All of such counterpart
signature pages shall be read as though one, and they shall have the same force
and effect as though all of the signers had signed a single signature page.


 


61





















 


IN WITNESS WHEREOF, the undersigned have
caused these presents to be executed as of the day and year first above
written.


 


	
   

  	
  LEHMAN
  BROTHERS HOLDINGS INC.

  as Sponsor and as Common Securities Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barrett S. DiPaolo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barrett S. DiPaolo

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  as Property Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tai B. Lee

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHASE
  MANHATTAN BANK USA, NATIONAL ASSOCIATION,

  as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Cashin

  	
   

  
	
   

  	
  Authorized Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Barrett Di Paolo

  	
   

  
	
   

  	
  Barrett DiPaolo, as Regular Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey Welikson

  	
   

  
	
   

  	
  Jeffrey Welikson, as Regular Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Oliver Budde

  	
   

  
	
   

  	
  Oliver Budde, as Regular Trustee

  
					



 


62





















 


EXHIBIT A


 


[IF THE PREFERRED SECURITY IS TO BE A GLOBAL
SECURITY, INSERT THE FOLLOWING:  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.

  	
   

  	
  Number of Preferred Securities:

  	
   

  
	
  CUSIP No.      

  	
   

  	
   

  



 


Certificate
Evidencing Preferred Securities

of

Lehman Brothers Holdings Capital Trust VI


 


6.24%
Preferred Securities

(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          
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.


 


IN WITNESS WHEREOF, the Trust has executed
this certificate this       day of             ,
200 .


 


	
   

  	
  LEHMAN
  BROTHERS HOLDINGS

  CAPITAL TRUST VI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  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:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


2





















 


EXHIBIT B


 


THIS
CERTIFICATE IS NOT TRANSFERABLE


 


	
  Certificate No.

  	
   

  	
  Number of Common Securities:               

  



 


Certificate
Evidencing Common Securities

of

Lehman Brothers Holdings Capital Trust VI


 


Common
Securities

(liquidation amount $25 per Common Security)


 


Lehman Brothers Holdings Capital Trust VI, a
statutory trust formed under the laws of the State of Delaware (the “Trust”),
hereby certifies that LEHMAN BROTHERS HOLDINGS INC. (the “Holder”) is the
registered owner of                    
common securities of the Trust representing an undivided beneficial ownership
interest in the assets of the Trust designated the 6.24% Common Securities
(liquidation amount $25 per Common Security) (the “Common Securities”).  The Common Securities are not transferable
and any attempted transfer thereof shall be void.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
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.  The Holder is entitled to the benefits of the
Guarantee to the extent described therein. 
Capitalized terms used herein but not defined shall have the meaning
given them in the Declaration.  The
Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture
to the 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 income tax purposes, the Debentures as indebtedness
and the Common Securities as evidence of an undivided indirect beneficial
ownership interest in the Debentures.


 





















 


IN WITNESS WHEREOF, the Trust has executed
this certificate this          day of              ,
200 .


 


	
   

  	
  LEHMAN
  BROTHERS HOLDINGS

  CAPITAL TRUST VI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  	
  Regular Trustee

  
					



 


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