Exhibit 10.2


 


Lehman Brothers Holdings Inc.


745 Seventh Avenue


New York, New York  10019


 


29 September 2008


 


Dear Sirs


 


Re: Sale of certain assets and the transfer of certain employees of the
Lehman Brothers Group in the Asia-Pacific region


 


We refer to the proposed sale, pursuant to an
asset sale agreement to be dated on or about the date of this letter, a copy of
the form of which is attached, between Nomura Holdings Inc. (“NHI”), certain subsidiaries (the “Sellers”)
of Lehman Brothers Holdings Inc. (“LBHI”), and
certain insolvency officers (the “Insolvency Officers”)
in Hong Kong, Singapore and Australia (the “Asset Sale
Agreement”), pursuant to which: (i) leases for real property
occupied by certain of the Sellers will be assigned to NHI or its affiliates; (ii) certain
fixed assets located in such properties will be sold to NHI; and (iii) certain
employees of the Sellers will be made an offer of employment by one or more
affiliates of NHI (the “Transaction”).


 


We have been informed by the Sellers (and nothing
has come to our attention to contradict such information) that the Transaction
does not involve any sale of the directly owned assets of LBHI nor does it
involve the offer of employment by NHI or its affiliates to any employees of
LBHI other than possibly one or more employees of LBHI who are currently on
secondment to the Lehman Brothers group companies in Asia (including Australia
and India), the total number of which does not exceed 74 as at the date of this
letter (the “Transferred Secondees”), who may
or may not be transferred to NHI or its affiliates in connection with the
Transaction.


 


NHI shall extend, or cause its subsidiaries
to extend, to LBHI rights to access books and records relating to any
Transferred Secondees and Transferred Employees Records and Transferred Sale
Assets Records or Retained Records (each as defined in the Asset Sale
Agreement) that may come into the possession or control of NHI or its
subsidiaries (whether maintained in paper, electronic or any other form) in
connection with the Transaction on the same terms and conditions as the
equivalent rights of a Seller under the Asset Sale Agreement, provided that any
such access shall be subject to the confidentiality obligations contained in
the Asset Sale Agreement.


 


We have been informed by the Sellers (and
nothing has come to our attention to contradict such information) that, as a
result of the Transaction: (i) no intellectual property of any Seller is
to be sold, licensed or otherwise transferred, or ownership of any securities
trading position or investment owned by any Seller is to be transferred, to NHI
or any of its affiliates;  (ii) there
will be no change in the ownership of or transfer of any of the assets of
Lehman Brothers U.K. Holdings (Delaware) Inc. or any of its subsidiaries; and (iii) none
of the assets to be acquired were used in the conduct, in the ordinary course
as conducted before September 13, 2008, of the business of the “Investment
Management Division” of the Lehman Brothers group of companies.  Certain transitional services arrangements
between LBHI and NHI in connection with the Transaction will be set out in
separate agreements.


 


Each of LBHI and NHI agrees not to bring any
claim against each other or their respective affiliates in respect of the
Transaction (other than under this letter).


 

















 


We should be grateful if you would confirm
that you are aware of the existence of the Transaction and acknowledge that you
have no objection to the Sellers entering into the Transaction on the terms
specified in the Asset Sale Agreement by signing and returning a copy of this
letter.


 


 


Yours faithfully


 


 


	
  Nomura Holdings Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Takumi Shibata

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


Please sign and date the enclosed copy of
this letter to acknowledge your acceptance of its terms.


 


 


	
  Lehman Brothers Holdings Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James P. Fogarty

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: James P. Fogarty

  	
   

  
	
   

  	
  Title: Executive Vice President

  	
   

  
	
   

  	
  Date: September 29, 2008