**EXHIBIT 24.01**

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signatureappears below constitutes and appoints Thomas A. Russo, Joseph Polizzottoand Jeffrey A. Welikson, and each of them, his or her true and lawfulattorneys-in-fact and agents, with full power of substitution andresubstitution, for him or her and in his or her name, place and stead, in anyand all capacities, to sign the Annual Report on Form 10-K of LehmanBrothers Inc., for the fiscal year ended November 30, 2002, and any and allamendments thereto, and to file the same, with all exhibits thereto, and otherdocuments in connection therewith, with the Securities and Exchange Commission,granting unto said attorneys-in-fact and agents, and each of them, full powerand authority to do and perform each and every act and thing requisite andnecessary to be done, as fully to all intents and purposes as he or she mightor could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their substitute orsubstitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: As of February 28, 2003

 
| **Signature**              |   | **Title**                                                        |   |
|----------------------------|--------|------------------------------------------------------------------|--------|
|                       |   |                                                             |   |
| /s/ RICHARD S. FULD, JR.   |   | Chief Executive Officer and                                      |   |
| Richard s. Fuld, Jr.       |   | Chairman of the Board of  Directors(principal executive officer) |   |
|                       |   |                                                             |   |
| /s/ DAVID GOLDFARB         |   | Chief Financial Officer                                          |   |
| David Goldfarb             |   | (principal financial and  accounting officer)                    |   |
|                       |   |                                                             |   |
| /s/ ROGER S. BERLIND       |   | Director                                                         |   |
| Roger s. Berlind           |   |                                                             |   |
|                       |   |                                                             |   |
| /s/ HOWARD  L. CLARK, JR.  |   | Director                                                         |   |
| Howard l. Clark, Jr.       |   |                                                             |   |
|                       |   |                                                             |   |
| /s/ FREDERICK  FRANK       |   | Director                                                         |   |
| Frederick Frank            |   |                                                             |   |
|                       |   |                                                             |   |
| /s/ HARVEY  M. KRUEGER     |   | Director                                                         |   |
| Harvey m. Krueger          |   |                                                             |   |
|                       |   |                                                             |   |
| /s/ SHERMAN  R. LEWIS, JR. |   | Director                                                         |   |
| Sherman r. Lewis, Jr.      |   |                                                             |   |

 

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