Form of senior debt security-MTN (PPN Linked to a Basket of U.S. Indices)



 Exhibit 4.01 
 LEHMAN BROTHERS HOLDINGS INC. 
 Principal Protection Notes Linked to a Basket of U.S. Indices Due January 25, 2013

  

			
	Number R-1	 	$1,006,000
	ISIN US5252M0CJ41	 	CUSIP 5252M0CJ4

 See Reverse for Certain Definitions 
 THIS SECURITY (THIS “SECURITY”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 LEHMAN BROTHERS
HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, at the
office or agency of the Company in the Borough of Manhattan, The City of New York, on the Maturity Date, in such coin or currency of the United States of America at the time of payment shall be legal tender for the payment of public and private
debts, for each $1,000 principal amount of the Securities represented hereby, an amount equal to the Payment at Maturity. THE SECURITIES REPRESENTED HEREBY SHALL NOT BEAR ANY INTEREST. 
 Any amount payable on the Maturity Date hereon will be paid only upon presentation and surrender of this Security. 
 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. 







 “Standard & Poor’s”, “S&P”, “S&P 500” and
“Standard & Poor’s 500” are trademarks of The McGraw-Hill Companies, Inc. and are expected to be licensed for use by Lehman Brothers Inc. and sub-licensed for use by Lehman Brothers Holdings Inc. The Securities, which are
linked to the performance of the S&P 500® Index, are not sponsored, endorsed, sold or promoted by The McGraw-Hill Companies, Inc., and The McGraw-Hill Companies, Inc. makes no
representation regarding the advisability of investing in the Securities. 
 “Russell 2000 Index” is a registered trademark of
Russell Investment Group and has been licensed for use by Lehman Brothers Holdings Inc. The Securities, which are linked to the performance of the Russell 2000® Index, are not sponsored,
endorsed, sold or promoted by Russell Investment Group, and Russell Investment Group makes no representation regarding the advisability of investing in the Securities. 
 “Dow Jones Industrial Average” is a service mark of Dow Jones & Company, Inc. and has been licensed for certain purposes by Lehman Brothers. The Securities, which are linked to the performance of
the Dow Jones Industrial AverageSM, are not sponsored, endorsed, sold or promoted by Dow Jones & Company, Inc., or any of its subsidiaries or affiliates, and Dow Jones & Company, Inc. makes no representation regarding
the advisability of investing in the Securities. 
 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. 







 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: January 25, 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








 Reverse of Security 
 This Security is one of a duly authorized series of Securities of the Company designated as Principal Protection Notes Linked to a Basket of U.S. Indices Due January 25, 2013 (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, at the request of the Trustee, shall be determined by the Calculation Agent pursuant to the Calculation Agency Agreement. The Trustee shall fully rely on the determination by the Calculation Agent of the Payment at Maturity and
shall have no duty to make any such determination. The Calculation Agent will provide written notice to the Trustee at its New York office, on which notice the Trustee may conclusively rely, of the Payment at Maturity on or prior to 11:00 a.m. on
the Business Day preceding the Maturity Date. 
 All calculations with respect to the Ending Basket Level, each Quarterly Basket Closing
Level and the Basket Return (including each Index 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 Additional Amount payable at maturity, if any, per $1,000 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 $1,000 plus the Additional Amount. The Additional Amount will be calculated as though the date of acceleration were the Maturity Date and the first Business Day immediately preceding the date of acceleration were the
Final Averaging Date. If the maturity of the Securities is accelerated because of an Event of Default, the Company shall, or shall cause the Calculation Agent to, provide written notice to the Trustee at its New York office, on which notice the
Trustee may conclusively rely, and to The Depository Trust Company of the cash amount due with respect to the Securities as promptly as possible and in no event later than one Business Day 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 each series of Securities at the time
Outstanding to be affected (each series voting as a class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to, or changing in any manner or eliminating any of the provisions of the Indenture or of
any supplemental indenture or modifying in any manner the rights of the holders of the Securities of all such series; provided, however, that no such supplemental indenture shall, among other things, (i) change the fixed
maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, if any, or reduce any premium payable on redemption, or make the principal thereof, or premium, if any, or
interest thereon, if any, payable in any coin or currency other than that hereinabove provided, without the consent of the holder of each Security so affected, or (ii) change the place of payment on any Security, or impair the right to
institute suit for payment on any Security, or reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Security so affected. It is
also provided in the Indenture that, prior to any declaration accelerating the maturity of any series of Securities, the holders of a majority in aggregate principal amount of the Securities of such series Outstanding may on behalf of the holders of
all the Securities of such series waive any past default or Event of Default under the Indenture with respect to such series and its consequences, except a default in the payment of interest, if any, or the principal of, or premium, if any, on any
of the Securities of such series, or in the payment of any sinking fund installment or analogous obligation with respect to Securities of such series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future holders and owners of this Security and any Securities which may be issued in exchange or substitution hereof, irrespective of whether or not any notation thereof is made upon this Security or such other Securities.

 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the Payment at Maturity with respect to this Security. 
 The Securities are
issuable in denominations of $1,000 and any whole multiples of $1,000. 
 The Company, the Trustee, and any agent of the Company or of the
Trustee may deem and treat the registered holder (the “Holder”) hereof as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for
the purpose of receiving payment hereof, or on account hereof, and for all other purposes and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments made
to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for moneys payable on this Security. 
 No recourse for the payment of the principal of, premium, if any, or interest on this Security, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as 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 agrees, and by acceptance of a beneficial ownership interest in the Securities, each Holder will be deemed to have agreed, for United States federal income tax purposes, (i) to treat the Securities as indebtedness that is subject to
Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) and (ii) to be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the
Contingent Payment Regulations, with respect to the Securities. The Company has determined that the comparable yield is an annual rate of 5.014%, compounded semiannually. Based on the comparable yield, the projected payment schedule per $1,000
principal amount Security is $1,280.96 due at maturity. 
 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. 
 “Additional Amount”,
as calculated by the Calculation Agent, per $1,000 principal amount Security paid at maturity shall equal the greater of: 
 (i) the Minimum
Return; and 
 (ii) the product of $1,000 × the Basket Return × the Participation Rate. 
 “Averaging Date” shall mean the 24th calendar day of each January, April, July and October, starting on April 24, 2008, to, and
including, the Final Averaging Date; provided, however, that if an Averaging Date is not a Trading Day or if there is a Market Disruption Event on such day, with respect to a Basket Index, the Calculation Agent will:

  

	 	•	 	 with respect to each Basket Index for which such day is a Trading Day and for which a Market Disruption Event has not occurred, determine the closing
level of such Basket Index for use in calculating the Quarterly Index Closing Level by reference to the closing level of such Basket Index on that Trading Day; and 


  

	 	•	 	 with respect to each Basket Index for which such day is not a Trading Day or for which a Market Disruption Event has occurred, determine the closing
level of such Basket Index for use in calculating the Quarterly Index Closing Level by reference to the closing level of such Basket Index on the next Trading Day for such Basket Index on which there is not a Market Disruption Event;
provided, however, if a Market Disruption Event with respect to such Basket Index occurs on each of the eight scheduled Trading Days following the originally scheduled Final Averaging Date, then the Calculation Agent shall determine
the closing level of such Basket Index for use in calculating the final Quarterly Index Closing Level for such Basket Index in accordance 










 
with the formula for and method of calculating the closing level of such Basket Index last in effect prior to commencement of the Market Disruption Event (or
prior to the non-Trading Day), using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or
limitation or non-Trading Day) on such eighth scheduled Trading Day of each security most recently included in the Basket Index. 
 “Basket” shall mean the basket consisting of three Basket Indices to which the Securities are linked. 
 “Basket Index” shall refer to each of the S&P 500® Index, the Dow Jones Industrial AverageSM and the Russell 2000® Index (and, together, the “Basket Indices”) or any successor to any of the foregoing. 
 “Basket Index Sponsor” with respect to each Basket Index shall be as follows: (A) S&P 500® Index, The McGraw-Hill Companies, Inc., (B) Dow Jones
Industrial AverageSM, Dow Jones & Company, Inc., (C) Russell 2000® Index, Russell Investment Group. The Calculation Agent, in its sole discretion, may select new
Basket Index Sponsors as described under “Discontinuation of a Basket Index; Alteration of Method of Calculation.” 
 “Basket Return” as calculated by the Calculation Agent, is calculated as follows: 
  

	
	Ending Basket Level — Starting Basket Level
	Starting Basket Level

 “Business Day”, notwithstanding any provision in the Indenture, shall mean any
day that is not a Saturday or Sunday and that is not a day on which banking institutions in the City of New York are authorized or obligated by law to close. 
 “Calculation Agency Agreement” shall mean the Calculation Agency Agreement, dated as of December 21, 2006 between the Company and the Calculation Agent, as amended from time to time, or any
successor calculation agency agreement. 
 “Calculation Agent” shall mean the person that has entered into an agreement
with the Company providing for, among other things, the determination of the Payment at Maturity, which term shall, unless the context otherwise requires, include its successors and assigns. The initial Calculation Agent shall be Lehman Brothers
Inc. 
 “Closing Price” of a security, on any particular day, means the last reported sales price for that security on the
Relevant Exchange at the scheduled weekday closing time of the regular trading session of the Relevant Exchange. If, however, the security is not listed or traded on a bulletin board, then the Closing Price of the security will be determined using
the average execution price per share that an affiliate of the Company pays or receives upon the purchase or sale of the security used to hedge the Company’s obligations under the Securities. 
 “Company” shall have the meaning set forth on the face of this Security. 
 “Ending Basket Level”, as calculated by the Calculation Agent on the Final Averaging Date, is equal to the arithmetic average of the
Quarterly Basket Closing Levels for each of the Averaging Dates. 
 “Final Averaging Date” shall mean January 24,
2013, subject to postponement as set forth in the definition of “Averaging Date”. 







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

“Indenture” shall have the meaning set forth on the reverse of this Security. 
 “Index Closing Level”, as determined by the Calculation Agent, shall mean, with respect to any Trading Day, the closing level of any
Basket Index or any Successor Index, as the case may be, at the regular official weekday close of the principal trading session of the Relevant Exchange or market for the Index or the Successor Index, as the case may be, on such day, or as
determined by the Calculation Agent pursuant to the Calculation Agency Agreement as described below under “Discontinuation of a Basket Index; Alteration of Method of Calculation.” 
 “Index Return”, with respect to each Averaging Date, as calculated by the Calculation Agent, is calculated as follows for each Basket
Index: 
  

	
	Quarterly Index Closing Level — Index Starting Level
	Index Starting Level

 The “Index Starting Level” for each of the three Basket Indices is as follows:

  

			
	 S&P 500® Index
	  	1,341.50
	 Dow Jones Industrial AverageSM
	  	12,267.50
	 Russell 2000® Index
	  	694.85

 “Index Weightings” shall mean the weighting for the Basket Indices (each an
“Index Weighting”). The Index Weightings of the three Basket Indices are as follows: 
  

				
	 S&P 500® Index
	  	33.33	%
	 Dow Jones Industrial AverageSM
	  	33.33	%
	 Russell 2000® Index
	  	33.33	%

 “Market Disruption Event”, with respect to any of the Basket Indices (or any
Successor Index) shall mean any of the following events has occurred on any day as determined by the Calculation Agent: 
 (1) a suspension,
absence or material limitation of trading of stocks then constituting 20% or more of the level of such Basket Index (or the relevant Successor Index) on the Relevant Exchanges for such securities at any time during the one hour period preceding the
close of the principal trading session on such Relevant Exchange; 
 (2) 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 such Basket Index (or the relevant Successor Index) at any time during the one hour period
preceding the close of the principal trading session on such Relevant Exchange are materially inaccurate; 
 (3) a suspension, absence or
material limitation of trading on any major securities exchange for trading in futures or options contracts or exchange traded funds related to such Basket Index (or the relevant Successor Index) at any time during the one hour period preceding the
close of, the principal trading session on such exchange; or 
 (4) a decision to permanently discontinue trading in the relevant futures or
options contracts or exchange traded funds; 







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

	 	(1)	the portion of the level of such Basket Index attributable to that security relative to 

  

	 	(2)	the overall level of such Basket Index, 

 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; 
 (3) a suspension of
trading in futures or options contracts on the Basket Index by the primary securities market trading in such contracts by reason of (i) a price change exceeding limits set by such exchange or market, (ii) an imbalance of orders relating to
such contracts, or (iii) 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 Basket Index; 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 Basket Index are traded will not include any time when such market is itself closed for trading under ordinary circumstances. 
 “Maturity Date” shall mean January 25, 2013, unless that day is not a Business Day, in which case the amount equal to the Payment at Maturity that would otherwise be made on the scheduled
Maturity Date will instead be due on the next succeeding Business Day following such scheduled Maturity Date, with the same effect as if paid on the scheduled Maturity Date; provided, that if due to a non-Trading Day or a Market Disruption Event,
the Final Averaging Date is postponed so that it falls on or after the scheduled Maturity Date, the Maturity Date will be the first Business Day following the Final Averaging Date, as postponed. 
 “Minimum Return” shall equal $75.00. 
 “NYSE” shall mean The New York Stock Exchange, Inc. 
 “Participation
Rate” shall equal 100%. 
 “Payment at Maturity”, as calculated by the Calculation Agent, shall equal a cash
payment per $1,000 principal amount Security of $1,000 plus the Additional Amount. 







 “Place of Payment” shall mean the place or places where the Payment at Maturity on the
Securities is payable. 
 “Quarterly Basket Closing Level”, with respect to each Averaging Date, as calculated by the
Calculation Agent, is calculated as follows: 
 Starting Basket Level × [1 + (the sum of (Index Return × Index Weighting) for
all Basket Indices)] 
 “Quarterly Index Closing Level”, with respect to each Averaging Date, shall equal the Index Closing
Level of the relevant Basket Index on the applicable Averaging Date. 
 “Relevant Exchange” shall mean, for any security
then included in any Basket Index or any Successor Index, the primary exchange, quotation system (which includes bulletin board services) or other market of trading for such security. 
 “Securities” shall have the meaning set forth on the reverse of this Security. 
 “Starting Basket Level” equals 1,000. 
 “Successor Index” shall have the meaning specified under “Discontinuation of a Basket Index; Alteration of Method of Calculation” with respect to each Basket Index. 
 “Trade Date” shall mean January 24, 2008. 
 “Trading Day” means a day, as determined by the Calculation Agent, on which trading is generally conducted on (i) the Relevant Exchanges for securities included in the Basket Indices (or the
relevant Successor Indices) and (ii) the exchanges on which futures or options contracts related to the Basket Indices are traded, other than a day on which trading is scheduled to close prior to its regular weekday closing time. 
 “Trustee” shall have the meaning set forth on the reverse of this Security. 
 All terms used but not defined in this Security are used herein as defined in the Calculation Agency Agreement or the Indenture. 
 Calculation Agent 
 The Calculation Agent will
determine, among other things, the Ending Basket Level, the Basket Return, the Index Return and Quarterly Basket Closing Level for each Averaging Date and for each Basket Index, the Additional Amount, if any, the amount that we will pay you at
maturity, as well as whether the Ending Basket Level is equal to or greater than the Starting Basket Level. The Calculation Agent will also be responsible for determining whether a Market Disruption Event has occurred, whether any of the Basket
Indices has been discontinued, whether there has been a material change in the method of calculation of any of the Basket Indices. 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. 







 Discontinuation of a Basket Index; Alteration of Method of Calculation 
 If a Basket Index Sponsor discontinues publication of the related Basket Index and such Basket Index Sponsor or another entity publishes a successor or
substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Basket Index (a “Successor Index”), then the Index Closing Level of such Basket Index will be determined by reference to
the level of such Successor Index at the close of trading on the Relevant Exchange or market for the Successor Index on any Trading Day. Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent will cause written
notice thereof to be promptly furnished to the Trustee, to the Company and to the Holders. 
 If a Basket Index Sponsor discontinues
publication of the related Basket Index, and such discontinuation is continuing on any Trading Day, and the Calculation Agent determines, in its sole discretion, that no Successor Index for such Basket Index is available at such time, or if the
Calculation Agent has previously selected a Successor Index for such Basket Index and publication of such Successor Index is discontinued, and such discontinuation is continuing on any Trading Day, or if the Basket Index Sponsor (or the publisher of
any Successor Index) fails to calculate and publish an Index Closing Level for such Basket Index (or any Successor Index) on any date when it would ordinarily do so in accordance with its customary practice, then the Calculation Agent will determine
such Index Closing Level for such Trading Day or such date. The Index Closing Level for such Basket Index will be computed by the Calculation Agent in accordance with the formula for and method of calculating the Basket Index or Successor Index, as
applicable, last in effect on the date prior to such discontinuation or failure to calculate or publish an Index Closing Level for the Basket Index or Successor Index, as applicable, using the Closing Price (or, if trading in the relevant securities
has been materially suspended or materially limited, its good faith estimate of the Closing Price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of each security most
recently included in the Basket Index or Successor Index, as applicable. 
 If at any time the method of calculating the Basket Index or a
Successor Index, or the level thereof, is changed in a material respect, or if the Basket Index or a Successor Index is in any other way modified so that the Basket Index or such Successor Index does not, in the opinion of the Calculation Agent,
fairly represent the level of the Basket Index or such Successor Index in the absence of such changes or modifications, then the Calculation Agent will, at the close of business in New York City on each date on which the Index Closing Level for such
Basket Index is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a level of a stock index comparable to the Basket Index or such Successor Index,
as the case may be, as if such changes or modifications were not made, and the Calculation Agent will calculate the Index Closing Level with reference to the Basket Index or such Successor Index, as adjusted. Accordingly, if the method of
calculating the Basket Index or a Successor Index is modified so that the level of the Basket Index or such Successor Index is a fraction of what it would have been if there had been no such modification (e.g., due to a split in the Index),
then the Calculation Agent will adjust its calculation of the Basket Index or such Successor Index in order to arrive at a level of the Basket Index or the Successor Index as if there had been no such modification (e.g., as if such split had
not occurred). 







 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.