Form of senior debt security -- medium-term note



 Exhibit 4.03 
 LEHMAN BROTHERS HOLDINGS INC. 
 Return Optimization Securities with Partial Protection Linked to the PowerShares WilderHill
Clean Energy Portfolio Due December 31, 2009 
  

			
	Number R-1	  	$3,365,520
	ISIN US52523J2630	  	CUSIP 52523J263

 See Reverse for Certain Definitions 
 THIS SECURITY (THIS “SECURITY”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 LEHMAN BROTHERS
HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, at the
office or agency of the Company in the Borough of Manhattan, The City of New York, on the Maturity Date, in such coin or currency of the United States of America at the time of payment shall be legal tender for the payment of public and private
debts, for each $10 principal amount of the Securities represented hereby, an amount equal to the Payment at Maturity. THE SECURITIES REPRESENTED HEREBY SHALL NOT BEAR ANY INTEREST. 
 Any amount payable hereon on the Maturity Date will be paid only upon presentation and surrender of this Security. 
 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. 







 This Security shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof. 
 “PowerShares®” and “PowerShares WilderHill Clean Energy Portfolio” are trademarks of Invesco PowerShares Capital Management LLC (“Invesco PowerShares”). The Securities, which are
linked to the performance of the PowerShares WilderHill Clean Energy Portfolio, are not sponsored, endorsed, sold or promoted by Invesco PowerShares. Invesco PowerShares makes no representations or warranties to the owners of the Securities or any
member of the public regarding the advisability of investing in the Securities. Invesco PowerShares has no obligation or liability in connection with the operation, marketing, trading or sale of the notes. 
  

 2 








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

							
	Dated: June 30, 2008	 	LEHMAN BROTHERS HOLDINGS INC.	 	
				
	[SEAL]	 	By:	 	  
	 	
		 		 	Vice President	 	
				
		 	Attest:	 	  
	 	
		 		 	Assistant Secretary	 	

  
 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	 CITIBANK, N.A.
 as
Trustee

		
	By:	 	  

		 	    Authorized Officer

  

 3 








 Reverse of Security 
 This Security is one of a duly authorized series of Securities of the Company designated as Return Optimization Securities with Partial Protection Linked to the PowerShares WilderHill Clean Energy Portfolio Due
December 30, 2009 (herein called the “Securities”). The Company may, without the consent of the holders of the Securities, create and issue additional securities ranking equally with the Securities and otherwise similar in all
respects so that such additional securities shall be consolidated and form a single series with the Securities; provided that no additional securities can be issued if an Event of Default has occurred with respect to the Securities. This series of
Securities is one of an indefinite number of series of debt securities of the Company, issued and to be issued under an indenture, dated as of September 1, 1987, as amended (herein called the “Indenture”), duly executed and
delivered by the Company and Citibank, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities. 
 The Payment at Maturity, shall, at the request of the Trustee, be determined by the Calculation Agent pursuant to the Calculation Agency Agreement. The Trustee shall fully rely on the determination by the Calculation
Agent of the Payment at Maturity and shall have no duty to make any such determination. At or prior to 11:00 a.m. on the Business Day preceding the Maturity Date, the Calculation Agent will provide written notice to the Trustee at its New York
office, on which notice the Trustee may conclusively rely, of the Payment at Maturity. 
 All calculations with respect to the Initial Share
Price, any Closing Price of one share of the Index Fund, the Share Adjustment Factor, the Final Share Price and the Share Return will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., .876545
would be rounded to .87655); all dollar amounts related to determination of the Payment at Maturity per $10 principal amount Security will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g.,
..76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate principal amount of Securities per Holder will be rounded to the nearest cent, with one-half cent rounded upward. 
 This Security is not subject to any sinking fund. 
 If an Event of Default with respect to the Securities shall occur and be continuing, the amounts payable on all of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The amount
payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal to the Payment at Maturity calculated as though the Maturity Date were instead the date of acceleration and as though the Final Valuation Date were
instead the third Business Day immediately preceding the date of acceleration. If the maturity of the Securities is accelerated because of an Event of Default, the Company shall, or shall cause the Calculation Agent to, provide written notice to the
Trustee at its New York office, on which notice the Trustee may conclusively rely, and to The Depository Trust Company of the cash amount due with respect to the Securities as promptly as possible and in no event later than two Business Days after
the date of acceleration. 







 The Indenture contains provisions permitting the Company and the Trustee, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the Outstanding Securities (as defined in the Indenture) of
each series affected by a proposed supplemental indenture (each series voting as a class), evidenced as provided in the Indenture, to execute such supplemental indenture for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental indenture, or modifying in any manner the rights of the holders of the Securities of all such series; provided, however, that no such supplemental
indenture shall, among other things, (i) change the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, if any, or reduce any premium payable on
redemption, or make the principal thereof, or premium, if any, or interest thereon, if any, payable in any coin or currency other than that hereinabove provided, without the consent of the holder of each Outstanding Security so affected, or
(ii) change the place of payment on any Security, or impair the right to institute suit for payment on any Security, or reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holder of each Outstanding Security so affected. It is also provided in the Indenture that, prior to any declaration accelerating the maturity of any series of Securities, the holders of a majority in aggregate
principal amount of the Securities of such series Outstanding may on behalf of the holders of all the Securities of such series waive any past default or Event of Default under the Indenture with respect to such series and its consequences, except a
default in the payment of interest, if any, or the principal of, or premium, if any, on any of the Securities of such series, or in the payment of any sinking fund installment or analogous obligation with respect to Securities of such series. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future holders and owners of this Security and any Securities which may be issued in exchange or substitution hereof, irrespective of
whether or not any notation thereof is made upon this Security or such other Securities. 
 No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Payment at Maturity. 
 The Securities are issuable in denominations of $10 and any whole multiples thereof. 
 The Company, the Trustee, and any agent of the Company or of the Trustee may deem and treat the registered holder (the “Holder”) hereof
as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment hereof, or on account hereof, and for all other
purposes and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments made to or upon the order of such registered holder shall, to the extent of the sum or
sums paid, effectually satisfy and discharge liability for moneys payable on this Security. 
 No recourse for the payment of the principal
of, or premium, if any, on, this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture 

  

 2 








 
supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the Corporate Trust Office or agency in a Place of Payment for this Security, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this series or of like tenor and of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Company intends to treat, and by
purchasing this Security, the Holder agrees to treat, for all tax purposes, this Security as a cash-settled financial contract, rather than as a debt instrument. 
 THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Definitions 
 Set forth below are definitions of the terms used in this Security. 
 “Business Day”, notwithstanding any provision in the Indenture, shall mean any day that is not a Saturday or Sunday and that is not a
day on which banking institutions in the City of New York are authorized or obligated by law to close. 
 “Calculation Agency
Agreement” shall mean the Calculation Agency Agreement, dated as of December 21, 2006 between the Company and the Calculation Agent, as amended from time to time, or any successor calculation agency agreement. 
 “Calculation Agent” shall mean the person that has entered into an agreement with the Company providing for, among other things, the
determination of the Payment at Maturity, which term shall, unless the context otherwise requires, include its successors and assigns. The initial Calculation Agent shall be Lehman Brothers Inc. 
 “Closing Price” of one share of the Index Fund (or any Successor Index Fund) or one unit of any other security for which a Closing
Price must be determined on any Trading Day means: 
  

 3 









	 	•	 	 if the Index Fund (or any such Successor Index Fund or such other security) is listed or admitted to trading on a national securities exchange, the last reported
sale price, regular way, of the principal trading session on such day on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) on which the Index Fund (or any
such Successor Index Fund or such other security) is listed or admitted to trading; 


  

	 	•	 	 if the Index Fund (or any such Successor Index Fund or such other security) is listed or admitted to trading on any national securities exchange but the last
reported sale price is not available pursuant to the preceding bullet point, the last reported sale price of the principal trading session on the over-the-counter market as reported on the OTC Bulletin Board Service (the “OTC Bulletin Board)
operated by Financial Industry Regulatory Authority, Inc. (“FINRA”) on such day; 


  

	 	•	 	 if the Index Fund (or any such Successor Index Fund or such other security) is not listed or admitted to trading on any national securities exchange but is included
in the OTC Bulletin Board, the last reported sale price of the principal trading session on the OTC Bulletin Board on such day; 


  

	 	•	 	 if the Index Fund (or any such Successor Index Fund) is de-listed, liquidated or otherwise terminated, the Closing Price calculated pursuant to the alternative
methods of calculation of the Closing Price described below under “Alternative Calculation of Closing Price”; or 


  

	 	•	 	 if, because of a Market Disruption Event or otherwise, the last reported sale price for the Index Fund (or any such Successor Index Fund or such other security) is
not available pursuant to the preceding bullet points, the Calculation Agent’s good faith estimate of the price of a share of the Index Fund (or any such Successor Index Fund or such other security) as of the close of trading on such Trading
Day, in its sole discretion, 


 in each case subject to the provisions of “Alternative Calculation of Closing
Price” below. The term OTC Bulletin Board shall include any successor service thereof. 
 “Company” shall have the
meaning set forth on the face of this Security. 
 “Final Share Price” shall equal the Closing Price of one share of the
Index Fund on the Final Valuation Date. 
 “Final Valuation Date” shall mean December 26, 2009; provided,
however, that if the scheduled Final Valuation Date is not a Trading Day or if there is a Market Disruption Event on such day, the Final Valuation Date shall be postponed to the immediately succeeding Trading Day during which no Market
Disruption Event shall have occurred or shall be continuing; provided, 

  

 4 








 
however, that the Final Share Price will not be determined on a date later than the eighth scheduled Trading Day after the scheduled Final Valuation
Date; and if such day is not a Trading Day, or there is a Market Disruption Event on such date, the Final Share Price shall be deemed to be the Closing Price per share of the Index Fund last in effect prior to the commencement of the Market
Disruption Event (or prior to the non-Trading Day). 
 “Holder” shall have the meaning set forth on the reverse of this
Security. 
 “Indenture” shall have the meaning set forth on the reverse of this Security. 
 “Index Fund” shall mean the PowerShares WilderHill Clean Energy Portfolio. 
 “Initial Share Price” shall equal $21.52, which is the Closing Price of one share of the Index Fund on the Trade Date, divided by the
Share Adjustment Factor. 
 “Leverage Factor” shall equal 2. 
 “Market Disruption Event” shall mean, with respect to the Index Fund (or any Successor Index Fund or other security for which a Closing
Price must be determined) on any day, any of the following events on such day as determined by the Calculation Agent: 
 (1) a suspension,
absence or material limitation of trading of the shares of the Index Fund (or such Successor Index Fund or such other security) on the primary market for such shares (or such Successor Index Fund or such other security) at any time during the one
hour period preceding the close of the principal trading session in such market; or 
 (2) a breakdown or failure in the price and trade
reporting systems of the primary market for the shares of the Index Fund (or such Successor Index Fund or such other security) as a result of which the reported trading prices for such shares (or such Successor Index Fund or such other security)
during the last one hour preceding the close of the principal trading session in such market are materially inaccurate; or 
 (3) a
suspension, absence or material limitation of trading on the primary market for trading in futures or options contracts related to the shares of the Index Fund (or such Successor Index Fund or such other security), if available, during the last one
hour period preceding the close of the principal trading session in the applicable market; or 
 (4) a suspension, absence or material
limitation of trading of stocks then constituting 20% or more of the level of the Underlying Index (or the underlying index related to the Successor Index Fund) on the Relevant Exchanges for such stocks at any time during the one hour period
preceding the close of the principal trading session on such Relevant Exchange; or 
  

 5 








 (5) a breakdown or failure in the price and trade reporting systems of the primary market of any
Relevant Exchange as a result of which the reported trading prices for stocks then constituting 20% or more of the level of the Underlying Index (or the underlying index related to the Successor Index Fund) at any time during the one hour period
preceding the close of the principal trading session on such Relevant Exchange are materially inaccurate; or 
 (6) a suspension, absence or
material limitation of trading on any major securities exchange for trading in futures or options contracts related to the Underlying Index (or the underlying index related to the Successor Index Fund) or shares of the Index Fund (or such Successor
Index Fund or such other security) at any time during the one hour period preceding the close of the principal trading session on such exchange; or 
 (7) a decision to permanently discontinue trading in the relevant futures or options contracts; 
 in each
case, as determined by the Calculation Agent in its sole discretion. 
 For the purpose of determining whether a Market Disruption Event
exists at any time, if trading in a security included in the Underlying Index (or the underlying index related to the Successor Index Fund) is materially suspended or materially limited at that time, then the relevant percentage contribution of that
security to the level of the Underlying Index (or the underlying index related to the Successor Index Fund) shall be based on a comparison of: 
  

	 	•	 	 the portion of the level of the Underlying Index (or the underlying index related to the Successor Index Fund) attributable to that security relative to



  

	 	•	 	 the overall level of the Underlying Index (or the underlying index related to the Successor Index Fund), 


 in each case immediately before that suspension or limitation. 
 For purposes of determining whether a Market Disruption Event has occurred: 
 (1) a limitation on the hours
or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the Relevant Exchange or market; 
 (2) limitations pursuant to the rules of any Relevant Exchange similar to NYSE Rule 80B (or any applicable rule or regulation enacted or promulgated by
any other self-regulatory organization or any government agency of scope similar to NYSE Rule 80B as determined by the Calculation Agent in its sole discretion) on trading during significant market fluctuations will constitute a suspension, absence
or material limitation of trading; 
  

 6 








 (3) a suspension of trading in futures or options contracts on the Underlying Index (or the underlying
index related to the Successor Index Fund) or shares of the Index Fund (or such Successor Index Fund or such other security) by the primary securities market trading in such contracts by reason of: 
  

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


  

	 	•	 	 an imbalance of orders relating to such contracts, or 


  

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


 will, in each such case, constitute a suspension, absence or material limitation of trading in futures or options contracts related to the Underlying Index (or the underlying index related to the Successor Index Fund)
or the shares of the Index Fund (or such Successor Index Fund or such other security); and 
 (4) a “suspension, absence or material
limitation of trading” on any Relevant Exchange or on the primary market on which futures or options contracts related to the Underlying Index (or the underlying index related to the Successor Index Fund) or the shares of the Index Fund (or
such Successor Index Fund or such other security) are traded will not include any time when such market is itself closed for trading under ordinary circumstances. 
 “Maturity Date” shall mean December 31, 2009, unless that day is not a Business Day, in which case the amount equal to the Payment at Maturity that would otherwise be due on the scheduled
Maturity Date will instead be due on the next succeeding Business Day following such scheduled Maturity Date, with the same effect as if paid on the scheduled Maturity Date; provided however, that if due to a non-Trading Day or a Market Disruption
Event, the Final Valuation Date is postponed so that it falls fewer than three Business Days prior to the scheduled Maturity Date, the Maturity Date will be the third Business Day following the Final Valuation Date, as postponed. 
 “NYSE” shall mean The New York Stock Exchange, Inc. 
 “Payment at Maturity”, as calculated by the Calculation Agent for each $10 principal amount Security, shall equal: 
  

	 	•	 	 If the Share Return is positive, the lesser of: 


 (1) $10 + ($10 × Share Return × Leverage Factor); and 
 (2) $13.34 
  

	 	•	 	 If the Share Return is equal to or less than 0% and equal to or greater than -10%: $10 


  

	 	•	 	 If the Share Return is less than -10%: $10 + [$10 × (Share Return + Protection Percentage)]. 


  

 7 








 “Place of Payment” shall mean the place or places where the Payment at Maturity on the
Securities is payable. 
 “Trade Date” shall mean June 25, 2008. 
 “Protection Percentage” shall equal 10%. 
 “Relevant Exchange” shall mean the primary exchange, quotation system (which includes bulletin board services) or other market of trading for the shares of the Index Fund (or any Successor Index Fund)
or any security (or any combination thereof) then included in the Underlying Index (or any underlying index related to the Successor Index Fund). 
 “Securities” shall have the meaning set forth on the reverse of this Security. 
 “Share Adjustment
Factor” shall initially equal 1.0, subject to adjustment under certain circumstances as described under “Anti-Dilution Adjustments” below. 
 “Share Return”, as calculated by the Calculation Agent, is calculated as follows: 
 Final
Share Price — Initial Share Price 
 Initial Share Price 
 “Successor Index Fund” shall have the meaning specified under “Alternative Calculation of Closing Price”. 
 “Trading Day” shall mean a day, as determined by the Calculation Agent, on which trading is generally conducted on the NYSE, the
American Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Chicago Mercantile Exchange, the Chicago Board Options Exchange and the over-the-counter market for equity securities in the United States. 
 “Trustee” shall have the meaning set forth on the reverse of this Security. 
 “Underlying Index” shall mean the index underlying the Index Fund. 
 “Trustee” shall have the meaning set forth on the reverse of this Security. 
 All terms used but not defined in this Security are used herein as defined in the Calculation Agency Agreement or the Indenture. 
 Calculation Agent 
 The Calculation Agent will
determine, among other things, the Final Share Price, the Share Return, the Closing Price, as applicable, of one share of the Index Fund with respect to each Trading Day for the purposes of determining the Share Adjustment Factor and anti-dilution
adjustments, if any, and the Payment at Maturity. The Calculation Agent will also be responsible 

  

 8 








 
for determining, among other things, whether a Market Disruption Event has occurred, which exchange traded fund will be substituted for the Index Fund (or
Successor Index Fund, if applicable) if the Index Fund (or Successor Index Fund, if applicable) is de-listed, liquidated or otherwise terminated, whether the Underlying Index (or the underlying index related to a Successor Index Fund) has been
changed in a material respect, and whether the Index Fund (or Successor Index Fund, if applicable) has been modified so that the Index Fund (or Successor Index Fund, if applicable) does not, in the opinion of the Calculation Agent, fairly represent
the price of the Index Fund (or Successor Index Fund, if applicable) had those modifications not been made. All calculations, determinations and adjustments made by the Calculation Agent will be at the sole discretion of the Calculation Agent and
will, in the absence of manifest error, be conclusive for all purposes and binding on Holders and on the Company. The Company may appoint a different Calculation Agent from time to time after the date of the original issue of the Securities without
the Holders’ consent and without notifying Holders. 
 Anti-Dilution Adjustments 
 Share Splits and Reverse Share Splits 
 If the shares of the Index Fund are subject to a share split or reverse share split, then once such split has become effective, the Share Adjustment Factor will be adjusted so that it equals the product of: 
  

	 	•	 	 the Share Adjustment Factor before such adjustment, and 


  

	 	•	 	 the number of shares that a holder of one share of the Index Fund before the effective date of the share split or reverse share split would have owned or been
entitled to receive immediately following the applicable effective date. 


 Share Dividends or Distributions

 If the Index Fund is subject to a (i) share dividend, i.e., an issuance of additional shares of the Index Fund that is
given ratably to all or substantially all holders of shares of the Index Fund or (ii) distribution of shares of the Index Fund as a result of the triggering of any provision of the corporate charter of the Index Fund, then, once the dividend or
distribution has become effective and the shares of the Index Fund are trading ex-dividend, the Share Adjustment Factor will be adjusted so that it equals the Share Adjustment Factor before such adjustment plus the product of: 
  

	 	•	 	 the Share Adjustment Factor before such adjustment, and 


  

	 	•	 	 the number of additional shares issued in the share dividend or distribution with respect to one share of the Index Fund. 


 Non-cash Distributions 
 If the
Index Fund distributes shares of capital stock, evidences of indebtedness or other assets or property of the Index Fund to all or substantially all holders of shares of the Index Fund (other than (i) share dividends or distributions referred to
under “—Share Dividends or 

  

 9 








 
Distributions” above and (ii) cash dividends referred under “—Cash Dividends or Distributions” below), then, once the distribution
has become effective and the shares of the Index Fund are trading ex-dividend, the Share Adjustment Factor will be adjusted so that it equals the product of: 
  

	 	•	 	 the Share Adjustment Factor before such adjustment, and 


  

	 	•	 	 a fraction, whose numerator is the Current Market Price of one share of the Index Fund and whose denominator is the amount by which such Current Market Price
exceeds the Fair Market Value of such distribution. 


 The “Current Market Price” of the Index Fund means the
arithmetic average of the Closing Prices of one share of the Index Fund for the ten Trading Days prior to the Trading Day immediately preceding the ex-dividend date of the distribution requiring an adjustment to the Share Adjustment Factor.

 The “ex-dividend date” is, with respect to a dividend or distribution on the Index Fund, shall mean the first Trading Day on
which transactions in the shares of the Index Fund trade on the Relevant Exchange without the right to receive that dividend or distribution. 
 The “Fair Market Value” of any such distribution is the value of such distribution on the ex-dividend date for such distribution, as determined by the Calculation Agent. If such distribution consists of property traded on the
ex-dividend date on a U.S. national securities exchange, the Fair Market Value will equal the Closing Price of such distributed property on such ex-dividend date. 
 Cash Dividends or Distributions 
 If the issuer of any shares of the Index Fund pays dividends or
makes other distributions consisting exclusively of cash to all or substantially all holders of shares of the Index Fund during any fiscal quarter during the term of the Securities, in an aggregate amount that, together with other such dividends or
distributions made during such quarterly fiscal period, exceeds the Dividend Threshold, then, once the dividend or distribution has become effective and the shares of the Index Fund are trading ex-dividend, the Share Adjustment Factor will be
adjusted so that it equals the product of: 
  

	 	•	 	 the Share Adjustment Factor before such adjustment, and 


  

	 	•	 	 a fraction, whose numerator is the Current Market Price of one share of the Index Fund and whose denominator is the amount by which such Current Market Price
exceeds the amount in cash per share the Index Fund distributes to holders of shares of the Index Fund in excess of the Dividend Threshold. 


 “Dividend Threshold” shall mean the amount of any cash dividend or cash distribution distributed per share of the Index Fund that exceeds the immediately preceding cash dividend or other cash distribution,
if any, per share of the Index Fund by more than 10% of the Closing Price of the Index Fund on the Trading Day immediately preceding the ex-dividend date. 
  

 10 








 The Calculation Agent will provide information as to any adjustments to the Share Adjustment Factor upon
written request by any Holder. 
 Alternative Calculation of Closing Price 
 If the Index Fund (or a Successor Index Fund (as defined herein) is de-listed from the Relevant Exchange, liquidated or otherwise terminated, the
Calculation Agent will substitute an exchange traded fund that the Calculation Agent determines, in its sole discretion, is comparable to the discontinued Index Fund (or such successor index fund) (such index fund being referred to herein as a
“Successor Index Fund”). If the Index Fund (or a Successor Index Fund) is de-listed, liquidated or otherwise terminated and the Calculation Agent determines that no Successor Index Fund is available, then the Calculation Agent will, in its
sole discretion, calculate the appropriate Closing Price of the shares of the Index Fund (or a Successor Index Fund) by a computation methodology that the Calculation Agent determines will as closely as reasonably possible replicate the Index Fund
(or a Successor Index Fund). If a Successor Index Fund is selected or the Calculation Agent calculates a Closing Price by a computation methodology that the Calculation Agent determines will as closely as reasonably possible replicate the Index Fund
(or a Successor Index Fund), that Successor Index Fund or Closing Price, as applicable, will be substituted for the Index Fund (or such Successor Index Fund) for all purposes of the Securities. 
 If at any time: 
  

	 	•	 	 the Underlying Index (or the underlying index related to a Successor Index Fund) is changed in a material respect, or 


  

	 	•	 	 the Index Fund (or a Successor Index Fund) in any other way is so modified so that it does not, in the opinion of the Calculation Agent, fairly represent the
Closing Price of the shares of the Index Fund (or such Successor Index Fund) in absence of those changes or modifications, 


 then, from and after that time, the Calculation Agent shall make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a Closing Price of an exchange traded fund
comparable to the Index Fund (or such Successor Index Fund) as if those changes or modifications had not been made, and the Calculation Agent shall calculate the Closing Price with reference to the shares of such Index Fund (or such Successor Index
Fund), as adjusted. The Calculation Agent also may determine that no adjustment is required by the modification of the method of calculation. 
 The Calculation Agent will provide information as to the method of calculating the Closing Price of the shares of the Index Fund (or such Successor Index Fund) upon written request by any Holder. 
  

 11 








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

							
	TEN COM -	    	as tenants in common	    	UNIF GIFT MIN ACT - _________ Custodian _________
		    		    	                          (Cust)              
    (Minor)

	TEN ENT -	    	as tenants by the entireties	    	under Uniform Gifts to Minors
	JT TEN -	    	as joint tenants with right of	    	Act	  	  

		    	Survivorship and not as tenants in common	    		  	( State)

 Additional abbreviations may also be used though not in the above list. 
                                        
                  
 FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto 
 PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

			
	 	 	
	 	 	
	 	 	

  
  

	
	
	 

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

	
	 

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

	
	 

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

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

	
	  


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

 12