Exhibit 4.02


CUSIP NO. 52517PQ79

ISIN NO. US52517PQ798


	
  REGISTERED

  	
  PRINCIPAL AMOUNT:
  $5,000,000

  
	
  No. R-1

  	
   

  



 


LEHMAN BROTHERS HOLDINGS INC.


MEDIUM-TERM NOTE, SERIES I


WEDDING CAKE CRUDE OIL-LINKED NOTE
DUE DECEMBER 27, 2007


THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE
DEPOSITORY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY (AS DEFINED BELOW) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., 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.


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM (A
“CERTIFICATED NOTE”), THIS GLOBAL 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 THE 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.



     
 








LEHMAN BROTHERS HOLDINGS
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company,” which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to CEDE & Co., or registered assigns, on
the Maturity Date, an amount
equal to the Redemption Amount.


The
“Maturity Date” is December 27, 2007, or if such day is not a Business Day, on
the next following Business Day.


The “Redemption Amount” is the amount equal to the sum of the principal
amount of the Notes plus the Supplemental Redemption Amount, if any.


The “Supplemental Redemption Amount” is a single U.S. Dollar payment
calculated by the Calculation Agent equal to the principal amount of the Notes
multiplied by:


(A) 18.0%, if Crude OilREF is strictly within the First Barrier Range on
each Exchange Business Day during the Observation Period;


(B) 11.0%, if Crude OilREF is outside the First Barrier Range on any
Exchange Business Day during the Observation Period, but strictly within the
Second Barrier Range on each Exchange Business Day during the Observation
Period;


(C) 5.0%, if Crude OilREF is outside the First Barrier Range and the
Second Barrier Range on any Exchange Business Day during the Observation
Period, but strictly within the Third Barrier Range on each Exchange Business
Day during the Observation Period; or


(D) 0%, if Crude OilREF is outside the First Barrier Range, the Second
Barrier and the Third Barrier Range on any Exchange Business Day during the
Observation Period.


The “Observation Period” is the period from and including the Trade
Date to and including the Valuation Date.


The “Trade Date” is December 18, 2006.


The “Valuation Date” is 5 Exchange Business Days prior to the Maturity
Date.


“Crude OilREF” is, for any Exchange
Business Day within the Observation Period, the Crude Oil Price on such
Exchange Business Day.


“Crude Oil” is light sweet crude oil.


The “Crude Oil Price” is the official settlement price of
the Crude Oil Contract, expressed as the U.S. dollar price per barrel of Crude
Oil, as made public by the Relevant Exchange (subject to the occurrence of a
Disruption Event).



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The “Crude Oil Contract” is the first nearby month futures
contract (or, in the case of the last trading day of the first nearby month
contract, the second nearby month contract) for Crude Oil traded on the
Relevant Exchange.


For each “Barrier Range,” from the Lower Barrier to the
Upper Barrier as follows:


	
  Barrier Range

  	
   

  	
  Lower Barrier

  	
   

  	
  Upper Barrier

  
	
  First

  	
   

  	
  $52.8785 (equal to Crude Oil Strike * 85.0%)

  	
   

  	
  $71.5415 (equal to Crude Oil Strike * 115.0%)

  
	
  Second

  	
   

  	
  $51.0122 (equal to Crude Oil Strike * 82.0%)

  	
   

  	
  $73.4078 (equal to Crude Oil Strike * 118.0%)

  
	
  Third

  	
   

  	
  $45.4133 (equal to Crude Oil Strike * 73.0%)

  	
   

  	
  $79.0067 (equal to Crude Oil Strike * 127.0%)

  



 


The “Crude Oil Strike” is $62.21, equal to the Crude Oil
Price on the Trade Date.


The “Relevant Exchange” is the NYMEX Division, or its
successor, of the New York Mercantile Exchange, Inc., or its successor; or, if
NYMEX is no longer the principal exchange or trading market for Crude Oil
options or futures contracts, such other exchange or principal trading market
for Crude Oil as determined in good faith by the Calculation Agent which serves
as the source of prices for Crude Oil, and any principal exchanges where
options or futures contracts on Crude Oil are traded.


An “Exchange Business Day” is a day, as determined by the
Calculation Agent, on which the Relevant Exchange is scheduled to be (or, but
for the occurrence of a Disruption Event, would have been) open for trading
during its regular trading session (notwithstanding the Relevant Exchange
closing prior to its scheduled closing time).


If a Disruption Event identified in clauses (A), (B) or (C)
below is in effect on any Exchange Business Day during the Observation Period
to but excluding the earlier of (i) the Valuation Date and (ii) the Exchange
Business Day on which Crude OilREF was first outside the Third Barrier Range, the
Calculation Agent will determine Crude OilREF applicable to such Exchange Business Day in
accordance with the Fallback Price Determination.  If a Disruption Event identified in clauses
(D) or (E) below is in effect on any such Exchange Business Day, the
Calculation Agent will determine Crude OilREF applicable to such Exchange Business Day in
its sole and absolute discretion taking into account the latest available
quotation for the Crude Oil Price and any other information that in good faith
it deems relevant.


A “Disruption Event” means any of the following events as determined in
good faith by the Calculation Agent:


(A)          the
suspension of or material limitation on trading in the Crude Oil Contract or
Crude Oil, or futures contracts or options related to the Crude Oil Contract or
Crude Oil, on the Relevant Exchange;



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(B)           either
(i) the failure of trading to commence, or permanent discontinuance of trading,
in the Crude Oil Contract or Crude Oil, or futures contracts or options related
to the Crude Oil Contract or Crude Oil, on the Relevant Exchange, or (ii) the
disappearance of, or of trading in, Crude Oil;


(C)           the failure of the Relevant Exchange to publish the
official daily settlement price for that day for the Crude Oil Contract (or the
information necessary for determining the settlement price);


(D)          the occurrence since the Trade Date of a material change in
the content, composition, or constitution of Crude Oil or the Crude Oil
Contract; or


(E)           the occurrence since the Trade Date of a material change
in the formula for or the method of calculating the settlement price of the
Crude Oil Contract.


For the purpose of determining whether a Disruption Event
has occurred:


(1)           a
limitation on the hours in a trading day and/or number of days of trading will
not constitute a Disruption Event if it results from an announced change in the
regular business hours of the Relevant Exchange;


(2)           a
suspension in trading on the Relevant Exchange (without taking into account any
extended or after-hours trading session), in the Crude Oil Contract, by reason
of a price change reflecting the maximum permitted price change from the previous
trading day’s settlement price will constitute a Disruption Event; and


(3)           a
suspension of or material limitation on trading on the Relevant Exchange will
not include any time when the Relevant Exchange is closed for trading under
ordinary circumstances.


In the event that the “Fallback Price Determination” is
invoked, the Calculation Agent will determine Crude OilREF applicable to the relevant Exchange Business
Day by requesting four leading dealers in Crude Oil (selected in the sole
discretion of the Calculation Agent) (the “Reference Dealers”) to provide price
quotations for the relevant Crude OilREF.  If at least two quotations are provided, the
relevant Crude OilREF will be the arithmetic mean of such
quotations.  If only one Reference Dealer
provides a price quotation, then the Calculation Agent, in its sole discretion,
will determine whether that quotation is reasonable to be used.  If the Calculation Agent determines that such
single price quotation is not reasonable to be used, or if no price quotation
is provided, the Calculation Agent will determine the relevant Crude OilREF in its sole and absolute discretion taking
into account the latest available quotation for the settlement price of the
Crude Oil Contract and any other information that in good faith it deems
relevant.


A “Business Day”,
notwithstanding any provision in the Indenture, is any day that is not is not a
Saturday or Sunday and that is not a day on which banking institutions in New
York City generally are authorized or obligated by law or executive order to be
closed.


The “Calculation Agent” means
Lehman Brothers Commodity Services Inc.



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Except as provided below,
the Redemption Amount may, at the option of the Company, be made by check
mailed to the person entitled thereto at such person’s address as it appears on
the registry books of the Company.


Payment of any Redemption
Amount will be made in immediately available funds in accordance with the
normal procedures of the Trustee (or any duly appointed Paying Agent).


The Company will pay any
administrative costs imposed by banks in making payments in immediately
available funds, but any tax, assessment or governmental charge imposed upon
payments hereunder, including, without limitation, any withholding tax, will be
borne by the Holder hereof.


References herein to “U.S.
dollars” or “U.S.$” or “$” or “USD” are to the coin or currency of the United
States as at the time of payment is legal tender for the payment of public and
private debts.


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


This Note 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.



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


Dated:  December 26, 2006


	
  [SEAL]

  	
  LEHMAN BROTHERS HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


CITIBANK, N.A.

   as Trustee


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 



 6














 


[REVERSE
OF NOTE]


LEHMAN BROTHERS
HOLDINGS INC.

MEDIUM-TERM NOTES, SERIES I
WEDDING CAKE CRUDE OIL-LINKED NOTE

DUE 
DECEMBER 27 , 2007


Section 1.  General.  This Note is one of a duly authorized series
of Notes of the Company designated as the Medium-Term Notes, Series I, Wedding
Cake Crude Oil-Linked Note (herein called the “Notes”).  The Notes are one of an
indefinite number of series of debt securities of the Company (collectively,
the “Securities”) issued or issuable under and pursuant to an indenture dated
as of September 1, 1987, as amended and supplemented (the “Indenture”), duly
executed and delivered by the Company and Citibank, N.A., as Trustee (herein
called the “Trustee”), 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 Trustee, the
Company and the holders of the Securities. 
The separate series of Securities may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions or
repurchase rights (if any), may be subject to different sinking, purchase or
analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided.


Section 2.  Principal
Amount for Indenture Purposes.  For
the purpose of determining whether Holders of the requisite amount of Notes of
this series outstanding under the Indenture have made a demand, given a notice
or waiver or taken any other action, the principal amount of this Note will be
deemed to be the principal amount of this Note then outstanding.


Section 3.  Modification
and Waivers.  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 the Securities at the time Outstanding to be affected, 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 Redemption Amount or the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon
or reduce any premium or other amount payable on redemption, or make the
Redemption Amount or the principal amount thereof, premium or other amount
payable, if any, or interest thereon payable in any coin or currency other than
that herein above 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, on the Redemption Amount or the principal
amount, 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 Note shall be conclusive and binding
upon such Holder and upon all future holders and owners of this Note and any
Notes of this series which may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this Note or
such other Notes of this series.


Section 4.  Obligations
Unconditional.  No reference herein
to the Indenture and no provisions of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the Supplemental Redemption Amount or the principal amount on this Note
at the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.


Section 5.  Defeasance.  The Indenture contains provisions for the
discharge of the Indenture and defeasance at any time of the indebtedness on
this Note upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.


Section 6.  Authorized
Form and Denominations.  The Notes of
this series are issuable in registered form, without coupons.  Each Note will be issued initially as either
a Global Security or a Certificated Note, at the option of the Company, in
denominations of $1,000 or whole multiples of $1,000, either at the office or
agency to be designated and maintained by the Company for such purpose in the
Borough of Manhattan, New York City, pursuant to the provisions of the
Indenture or at any of such other offices or agencies as may be designated and
maintained by the Company for such purpose pursuant to the provisions of the
Indenture, and in the manner and subject to the limitations provided in the
Indenture, but without the payment of any service charge, except for any tax or
other governmental charges imposed in connection therewith.  Notes of this series are exchangeable for a
like aggregate principal amount of Notes of this series of a different
authorized denomination, except that Global Securities will not be exchangeable
for Certificated Notes of this series.


Section 7.  Registration
of Transfer.  As provided in the
Indenture and subject to certain limitations as therein set forth, the transfer
of this Note is registrable in the Security Register, upon surrender of this
Note for registration of transfer, at the Corporate Trust Office or agency in a
Place of Payment for this Note, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar requiring such written instrument of transfer duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


If at any time the Depository notifies the Company
that it is unwilling or unable to continue as Depository or if at any time the
Depository shall no longer be eligible under the Indenture, the Company shall
appoint a successor Depository.  If a
successor Depository for the Notes of this series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company will issue, and the Trustee will 









 



authenticate and deliver, Notes of this series in
definitive form in an aggregate principal amount equal to the principal amount
of this Note.


No service charge shall
be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name this Note is registered as the owner
hereof for all 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.


Section 8.  Events
of Default.  If an Event of Default
with respect to Notes of this series shall occur and be continuing, the amount
that may be declared due and payable upon any acceleration of the notes will be
determined by the Calculation Agent and will equal, for each note, the
principal amount plus the Supplemental Redemption Amount (if any) deemed
to have accrued for the period from and including the Trade Date to but
excluding the date of early repayment calculated on the basis of a 360-day year
consisting of 12 months of 30 days each, and, in the case of an incomplete
month, the number of days elapsed.  If a bankruptcy proceeding is
commenced in respect of the Company, the claim of the beneficial owner of a note
will be capped at the principal amount plus the Supplemental Redemption
Amount (if any) deemed to have accrued for the period from and including
the Trade Date to but excluding the date of early repayment calculated on the
basis of a 360-day year consisting of 12 months of 30 days each, and, in the
case of an incomplete month, the number of days elapsed.


Section 9.  No
Recourse Against Certain Persons.  No
recourse for the payment of the Redemption Amount 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 Note, 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.


Section 10.  Defined
Terms.  All terms used but not
defined in this Note are used herein as defined in the Indenture.


Section 11.  GOVERNING LAW.  THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.