Exhibit 4.02


	
  CUSIP NO. 52517PH87

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REGISTERED

  	
   

  	
  PRINCIPAL AMOUNT: $6,800,000

  
	
  No. R-1

  	
   

  	
   

  



 


LEHMAN BROTHERS HOLDINGS
INC.


 


MEDIUM-TERM NOTE, SERIES
H


 


PRINCIPAL PROTECTED
EUROPEAN BASKET FX-LINKED NOTE

DUE NOVEMBER 19, 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 Notes do not bear interest.
No payments on the Notes will be made until the Maturity Date.


The “Maturity Date” is November 19, 2007, or if
such day is not a Business Day, on the next following Business Day.


The Redemption Amount, for each $1 principal amount of
the Notes represented hereby, is the amount equal to the sum of (a) $1
plus (b) the Additional Amount.


The “Additional Amount”, for each $1 principal amount
of the Notes represented hereby will be (subject to the occurrence of a
Disruption Event) the greater of (i) zero and (ii) 125% times the
Basket Value.


The “Reference Currencies” are the Euro (EUR), Norwegian Krone (NOK),
Swedish Krona (SEK), Turkish Lira (TRY) and the U.S. Dollar (USD).


The “Basket Value”
equals the sum of:


(i)     a
quotient, the numerator of which is 0.19519 and the denominator of which is the
Settlement Rate for EUR plus


(ii)    a
quotient, the numerator of which is 1.51865 and the denominator of which is the
Settlement Rate for NOK plus


(iii)   a
quotient, the numerator of which is 1.83418 and the denominator of which is the
Settlement Rate for SEK plus


(iv)   a
quotient, the numerator of which is 0.36588 and the denominator of which is the
Settlement Rate for TRY plus


(v)    a
quotient, the numerator of which is -1.0000 and the denominator of which
is the Settlement Rate for USD.


The “Settlement Rate” for each Reference Currency is
the Reference Exchange Rate on the Valuation Date, observed as per the
Settlement Rate Option (subject to the occurrence of a Price Source
Unavailability Event).


The “Reference Exchange
Rates” are the spot exchange rates for each of the Reference Currencies quoted
against the U.S. dollar expressed as number of currency units per USD 1.


The “Settlement Rate Option” for each Reference
Currency (other than USD) is as follows:


 


	
  Reference

  Currency

  	
   

  	
  

  	
  Settlement Rate Option

  	
   

  
	
  EUR

  	
   

  	
  One divided by the spot
  rate in (A):

  

  (A) The U.S. Dollar/Euro official fixing rate, expressed as the amount
  of U.S. Dollars per one Euro, 

  



 


 



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  for settlement in two
  business days reported by the Federal Reserve Bank of New York which appears
  on Reuters Screen 1FED to the right of the caption “EUR” at approximately 10.00 a.m.
  New York time, on the Valuation Date.

  
	
   

  	
   

  	
   

  
	
  NOK

  	
   

  	
  The Norwegian
  Krone/U.S. Dollar official fixing rate, expressed as the amount of Norwegian
  Krone per one U.S. Dollar, for settlement in two business days reported by
  the Federal Reserve Bank of New York which appears on Reuters Screen 1FED to
  the right of the caption “NOK” at approximately 10.00 a.m. New York
  time, on the Valuation Date.

  
	
   

  	
   

  	
   

  
	
  SEK

  	
   

  	
  The Swedish Krona/U.S.
  Dollar official fixing rate, expressed as the amount of Swedish Krona per one
  U.S. Dollar, for settlement in two business days reported by the Federal
  Reserve Bank of New York which appears on Reuters Screen 1FED to the right of
  the caption “SEK” at approximately 10.00 a.m. New York time, on the
  Valuation Date.

  
	
   

  	
   

  	
   

  
	
  TRY

  	
   

  	
  The spot rate in (A)
  divided by the spot rate in (B)

  

  (A) The Turkish Lira/Euro fixing rate, expressed as the amount of
  Turkish Lira per one Euro which appears on Reuters Screen ECB37 to the right
  of the caption “TRY” at approximately 2:15 p.m., Central European time,
  on the Valuation Date.

  

  (B) The U.S. Dollar/Euro fixing rate, expressed as the amount of U.S.
  Dollars per one Euro which appears on Reuters Screen ECB37 to the right of
  the caption “USD” at approximately 2:15 p.m., Central European time, on
  the Valuation Date.

  



 


The screen or time of observation indicated in
relation to any Settlement Rate Option above shall be deemed to refer to such
screen or time of observation as modified or amended from time to time, or to
any substitute screen thereto.


The “Valuation Date” is November 13, 2007 or, if
such day is not a Valuation Business Day, the immediately preceding Valuation
Business day.


A “Valuation Business Day” means, with respect to (a) TRY,
any day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open; and (b) with respect to EUR, NOK or SEK,
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which commercial banks are authorized or required by law, regulation or
executive order to close (including for dealings in foreign exchange in
accordance with the practice of the foreign exchange market) in New York.


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.


Upon the occurrence of a Disruption Event with respect
to any Reference Currency on any day during the term of the notes, the
Calculation Agent shall determine the Additional Amount payable on the Maturity
Date in good faith and in a commercially reasonable manner.


A “Disruption
Event” means any of the following events (other than a Price Source
Unavailability Event), as determined in good faith by the Calculation Agent:


(A)        the occurrence and/or
existence of an event on any day that has the effect of preventing or making
impossible (x) the conversion of any Reference Currency into USD through
customary legal channels; or (y) for any Reference Currency other than
EUR, the delivery of USD from accounts inside the country for which a Reference
Currency is the lawful currency (such jurisdiction with respect to such
Reference Currency, the “Reference Currency Jurisdiction”) to accounts outside
that Reference Currency Jurisdiction;


 



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(B)          the occurrence of any
event causing the Reference Exchange Rate for any Reference Currency to be
split into dual or multiple currency exchange rates; or


(C)          the occurrence and/or
existence of any event (other than those set forth in (A) or (B) above
or those constituting a Price Source Unavailability Event) with respect to any
Reference Currency that prevents or makes impossible (x) the Calculation
Agent’s ability to calculate the Additional Amount, (y) the fulfilment of
the Company’s obligations under the notes, or (z) the ability of the
Company or any of its affiliates through which the Company hedges its position
under the notes to hedge such position or to unwind all or a material portion
of such hedge.


Upon the occurrence of a Price Source Unavailability
Event with respect to a Reference Currency, the Settlement Rate for the
affected Reference Currency will be determined in accordance with the Fallback
Rate Observation Methodology.


A “Price Source Unavailability Event” means, as
determined in good faith by the Calculation Agent, the Settlement Rate being
unavailable for a Reference Currency, or the occurrence of an event (other than
an event constituting a Disruption Event) that generally makes it impossible to
obtain the Settlement Rate for a Reference Currency, on the relevant Valuation
Date.


The “Fallback Rate Observation Methodology” means that
the Settlement Rate for a Reference Currency will be calculated on the basis of
the arithmetic mean of the applicable spot quotations received by the
Calculation Agent at approximately 10:00 a.m., New York City time, on the
Valuation Business Day next succeeding the Valuation Date for the purchase or
sale for deposits in the Reference Currency by the New York offices of three
leading banks engaged in the interbank market (selected in the sole discretion
of the Calculation Agent) (the “Reference Banks”). If fewer than three
Reference Banks provide spot quotations then the Settlement Rate for such
Reference Currency will be determined by the Calculation Agent in good faith
and in a commercially reasonable manner.


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 the Redemption Amount will be made in
immediately available funds upon surrender of this Note at the corporate trust
office or agency of the Trustee (or any duly appointed Paying Agent) maintained
for that purpose in the Borough of Manhattan, New York City (the “Corporate
Trust Office”), provided that this Note is presented to the Trustee (or any
such Paying Agent) in time for the Trustee (or any such Paying Agent) to make
such payments in such funds in accordance with its normal procedures.


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 “USD”, “U.S. dollars” or “U.S.$”
or “$” 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.


 



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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:  May 19,
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

  



 



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[REVERSE OF NOTE]


LEHMAN BROTHERS HOLDINGS
INC.

MEDIUM-TERM NOTES, SERIES H

PRINCIPAL PROTECTED EUROPEAN BASKET FX-LINKED NOTE

DUE NOVEMBER 19, 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 H, Principal Protected European Basket FX-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 662¤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 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, 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 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 declared due and payable upon any acceleration of the
Notes will be determined by the Calculation Agent and will equal the Redemption
Amount calculated as though the maturity of the Notes were the date of early
repayment 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 Redemption Amount calculated as though the date
to which the maturity has been accelerated were the Maturity Date as determined
by the Calculation Agent.


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.