Exhibit 4.17


 


	
  REGISTERED

  	
  PRINCIPAL
  AMOUNT:

  
	
  No. R-

  	
   

  
	
   

  	
   

  
	
  CUSIP NO.

  	
  ISIN:

  



 


LEHMAN BROTHERS HOLDINGS INC.


MEDIUM-TERM NOTE, SERIES I


YEELDS®


YIELD ENHANCED EQUITY LINKED DEBT SECURITIES


PERFORMANCE LINKED TO THE VALUE OF A COMMON
STOCK


 


If the registered owner of this Note (as indicated
below) is The Depository Trust Company (the “Depository”) or a nominee of the
Depository, this Note is a Note in global form (a “Global Security”) and the
following legends are applicable except as specified on the reverse hereof:


 


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.


 

















 


ISSUE PRICE:     $       
per YEELDS


 


PRINCIPAL AMOUNT PER
YEELDS: $


 


AGGREGATE PRINCIPAL 

AMOUNT:  $


 


AUTHORIZED DENOMINATIONS:


$        
and integral multiples thereof


 


INITIAL OFFERING DATE:


 


ISSUE DATE:


 


STATED MATURITY DATE:


 


VALUATION DATE:


 


COUPON RATE:    % per annum


 


ACCRUE TO PAY:


o YES    o
NO


 


COUPON PAYMENT DATES:


and      of each year, beginning on


 


REGULAR RECORD DATES:


calendar days prior to
each Interest Payment Date


 


INITIAL VALUE: $


 


EQUITY CAP PRICE PER
YEELDS: $


 


INDEX STOCK ISSUER:


 


INDEX STOCK:


 


INITIAL MULTIPLIER:


 


DETERMINATION PERIOD:


Business Days


 


BASE DIVIDEND:


 


INITIAL DIVIDEND ADJUSTMENT AMOUNT:


 


EFFECTIVE DIVIDEND ADJUSTMENT DATE:


 


DEPOSITORY: [The
Depository Trust Company]


 


Currency Exchanges and Payments


 


SPECIFIED CURRENCY:


 


EXCHANGE RATE AGENT:


 


Redemption


 


REDEEMABLE NOTE:


o YES    o
NO


 


INITIAL REDEMPTION DATE:


 


REDEMPTION NOTICE PERIOD:


Business Days


 


Sinking Funds and Amortizing Notes


 


SINKING FUND:


 


AMORTIZING NOTE:


o YES    o
NO


 


Optional Repurchase


 


OPTIONAL REPURCHASE:


o YES    o
NO


 


OPTIONAL REPURCHASE
CUTOFF 

PERIOD:       Business Days


 


Stock Settlement


 


STOCK SETTLEMENT:


o YES    o
NO


 


AT MATURITY:


o
YES    o
NO


 


AT
OPTION OF THE COMPANY:


o YES    o
NO


 


AT
OPTION OF THE HOLDER:


o YES    o
NO


 


MANDATORY:


o YES    o
NO


 


UPON
REPURCHASE:


o YES    o
NO


 


AT
OPTION OF THE COMPANY:


o YES    o
NO


 


AT
OPTION OF THE HOLDER:


o YES    o
NO


 


MANDATORY:


o YES    o
NO


 


Optional Interest Reset


 


OPTIONAL INTEREST RATE
RESET:


o YES    o
NO


 


OPTIONAL RESET DATES:


 


Discount Notes


 


DISCOUNT NOTE:


o YES    o
NO


 


TOTAL AMOUNT OF DISCOUNT:


 


YIELD TO MATURITY:


 


INITIAL ACCRUAL PERIOD
DISCOUNT:


 


DISCOUNT NOTE PREPAYMENT
AMOUNT:


 


Dual Currency Notes


 


DUAL CURRENCY NOTE:


o YES    o
NO


 


OPTIONAL PAYMENT CURRENCY:


 


DESIGNATED EXCHANGE RATE:


OPTION ELECTION DATES:


 


OPTION TO RECEIVE
PAYMENTS IN THE SPECIFIED CURRENCY:


o YES    o
NO


 


OPTION VALUE CALCULATION AGENT:


 


DUAL CURRENCY NOTE
PREPAYMENT AMOUNT:


 


Extension of Maturity Notes


 


EXTENSION OF MATURITY
NOTE:


o YES    o
NO


 


EXTENSION PERIOD:


 


NUMBER OF EXTENSION
PERIODS:


 


Extendible Notes


 


EXTENDIBLE NOTE:


o YES    o
NO


 


INITIAL MATURITY DATE:


 


SPECIAL ELECTION
INTERVAL:


 

















 


EXTENDIBLE IN PART:


o YES    o
NO


 


AUTHORIZED EXTENDIBLE
AMOUNTS:


 


SPECIAL ELECTION PERIOD:


 


Miscellaneous


 


OTHER TERMS:


 

















 


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 Stated Maturity Date, for each principal amount of the Notes represented
hereby equal to the principal amount per YEELDS specified above (such principal
amount of Notes referred to herein as a “YEELDS”) not previously repurchased or
redeemed, an amount equal to the Maturity Payment Amount and, if so specified
above, to make coupon payments on the principal amount hereof from the Issue
Date specified above or from the most recent Coupon Payment Date specified
above to which coupon payments have been paid or duly provided for at the
Coupon Rate specified above until the amount due on the Stated Maturity Date,
the Optional Repurchase Date or the Redemption Date, as the case may be, is
paid in full or made available for payment and (to the extent that the payment
of such coupon payments shall be legally enforceable) at such rate per annum on
any overdue Payment Amount, premium, if any, and overdue installment of coupon
payments.


 


Unless otherwise specified
above, and except as provided in Section 9 on the reverse hereof if this
Note is a Dual Currency Note, payments of the applicable Payment Amount,
premium, if any, and coupon payments hereon will be made in U.S. dollars; if
the Specified Currency set forth above is a currency other than U.S. dollars (a
“Foreign Currency”), such payments will be made in U.S. dollars based on the
equivalent of that Foreign Currency converted into U.S. dollars in the manner
set forth in Section 2 on the reverse hereof.  If the Specified Currency is a Foreign
Currency and it is so provided above, the Holder may elect to receive such
payments in that Foreign Currency by delivery of a written request to the
Trustee (or to any duly appointed Paying Agent) at the Corporate Trust Office
(as defined below) not later than 10 calendar days prior to the applicable
payment date, and such election will remain in effect for the Holder until
revoked by written notice to the Trustee (or to any such Paying Agent) at the
Corporate Trust Office received not later than 10 calendar days prior to the applicable
payment date; provided, however, no such election or revocation may be made if,
with respect to this Note, (i) an Event of Default has occurred, (ii) the
Company has exercised any discharge or defeasance options or (iii) the
Company has given a notice of redemption. 
In the event the Holder makes any such election pursuant to the
preceding sentence, such election will not be effective on any transferee of
such Holder and such transferee shall be paid in U.S. dollars unless such
transferee makes an election pursuant to the preceding sentence; provided,
however, that such election, if in effect while funds are on deposit with the
Trustee to satisfy and discharge this Note, will be effective on any such
transferee unless otherwise specified above.


 


Except as provided in the
following paragraph, the Company will make coupon payments on the Coupon
Payment Dates specified above, commencing with the first Coupon Payment Date
next succeeding the Issue Date, and on the applicable Principal Payment Date; provided
that any payment of the Payment Amount, premium, if any, or coupon payments to
be made on any Coupon Payment Date or on the Principal Payment Date that is not
a Business Day shall be made on the next succeeding Business Day, unless the
next succeeding Business Day falls in the next calendar month, in which case
payment will be made on the first preceding Business Day, in each case with the
same force and effect as if made on such Coupon Payment Date or such Principal
Payment Date, as the case may be, and, unless Accrue to Pay is specified on the
face of this Note, no additional coupon payments shall accrue as a result of
such delayed payment; provided further that if the applicable Principal Payment
Date is postponed due to a


 


3

















 


Market Disruption Event,
coupon payments will continue to accrue during the period from the originally
scheduled Principal Payment Date to but excluding the postponed Principal
Payment Date.  If Accrue to Pay is specified
on the face of this Note, any coupon payment on the Coupon Payment Date will
include coupon payments accrued through the day before the Coupon Payment
Date.  Each coupon payment hereon shall
include coupon payments accrued through the day before the Coupon Payment Date
or applicable Principal Payment Date, as the case may be.  Unless otherwise specified above, coupon
payments on this Note will be computed on the basis of a 360-day year of twelve
30-day months or in the case of an incomplete month, the number of days
elapsed.  In no event shall the coupon
rate of this Note be higher than the maximum rate permitted by applicable law,
as the same may be modified by United States law of general application.


 


Unless otherwise specified
above, the coupon payments due on any Coupon Payment Date will, as provided in
the Indenture, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record
Date indicated above (whether or not a Business Day) next preceding such Coupon
Payment Date; provided that, notwithstanding any provision of the Indenture to
the contrary, coupon payments due on a Principal Payment Date shall be payable
to the Person to whom the related Payment Amount shall be payable; and
provided, further, that, unless otherwise specified above, in the case of a
Note initially issued between a Regular Record Date and the Coupon Payment Date
relating to such Regular Record Date, coupon payments for the period beginning
on the Issue Date and ending on such Coupon Payment Date shall be paid on the
Coupon Payment Date following the next succeeding Regular Record Date to the
registered Holder on such next succeeding Regular Record Date.


 


Unless otherwise specified
above and except as provided below, all coupon payments on this Note 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.


 


Payments of the Payment
Amount, premium, if any, and coupon payments due on the related Principal
Payment Date 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 “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.


 


4

















 


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


 


YEELDS is a registered
trademark of Lehman Brothers Inc.


 


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.


 


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:


 


	
  [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

  	
   

  



 


5

















 


[REVERSE OF NOTE]


LEHMAN BROTHERS HOLDINGS INC.


MEDIUM-TERM NOTES, SERIES I


YEELDS®


YIELD ENHANCED EQUITY LINKED DEBT SECURITIES


PERFORMANCE LINKED TO THE VALUE OF A COMMON
STOCK


 


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,
YEELDS®, Yield Enhanced Equity Linked Debt Securities of the Company
(herein called the “Notes” or the “YEELDS”).  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 coupon payments (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.  Currency
Exchanges and Payments.  If the Holder
elects to receive all or a portion of payments of principal of, premium, if
any, and coupon payments on this Note, if denominated in a Foreign Currency, in
U.S. dollars, the exchange rate agent specified on the face of this Note or a
successor thereto (the “Exchange Rate Agent”), will convert such payments into
U.S. dollars. In the event of such an election, payment to the Holder will be
based upon the exchange rate as determined by the Exchange Rate Agent based on
the highest bid quotation in New York City received by the Exchange Rate Agent
at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent unless the
Exchange Rate Agent is an affiliate of the Company) for the purchase by the
quoting dealer of the Foreign Currency for U.S. dollars for settlement on such
payment date in the amount of the Foreign Currency payable in the absence of
such an election to such Holder and at which the applicable dealer commits to
execute a contract. If such bid quotations are not available, such payment will
be made in the Foreign Currency. All currency exchange costs will be borne by
the holder of this Note by deductions from such payments.


 


Unless otherwise specified
on the face of this Note, if payment hereon is required to be made in a Foreign
Currency and such currency is unavailable to the Company for making payments
thereof due to the imposition of exchange controls or other circumstances
beyond the Company’s control, or is no longer used by the government of the
country which issued such currency or for the settlement of transactions by
public institutions of or within the international banking community, then the
Company will be entitled to make payments with respect hereto in U.S. dollars
until such Foreign Currency is again available or so used.  The amount so payable on any date in such
Foreign Currency shall be converted into U.S. dollars at a rate determined by
the Exchange Rate Agent on the basis of the noon buying rate in New York City
for cable transfers in the Foreign Currency as certified for customs purposes
by the Federal Reserve Bank


 

















 


of New York (the “Market Exchange Rate”) for
such Foreign Currency on the second Business Day prior to such payment date, or
on such other basis as may be specified on the face of this Note.  In the event such Market Exchange Rate is not
then available, the Company will be entitled to make payments in U.S. dollars (i) if
such Foreign Currency is not a composite currency, on the basis of the most
recently available Market Exchange Rate for such Foreign Currency or (ii) if
such Foreign Currency is a composite currency in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained by multiplying the
number of units of each component currency of such composite currency, as of
the most recent date on which such composite currency was used, by the Market
Exchange Rate for such component currency on the second Business Day prior to
such payment date (or if such Market Exchange Rate is not then available, by
the most recently available Market Exchange Rate for such component currency,
or as otherwise specified on the face of this Note).  Any payment in respect hereof made under such
circumstances in U.S. dollars will not constitute an Event of Default under the
Indenture.


 


If the official unit of any
component currency of a composite currency is altered by way of combination or
subdivision, the number of units of that currency as a component shall be
divided or multiplied in the same proportion. 
If two or more component currencies are consolidated into a single
currency, the amounts of those currencies as components shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated component currencies expressed in such single currency.  If any component currency is divided into two
or more currencies, the amount of that original component currency as a
component shall be replaced by amounts of such two or more currencies having an
aggregate value on the date of division equal to the amount of the former
component currency immediately before such division.


 


In the event of an official
redenomination of the Specified Currency or the Optional Payment Currency
(including, without limitation, an official redenomination of any such currency
that is a composite currency), the obligations of the Company to make payments
in or with reference to such currency shall, in all cases, be deemed
immediately following such redenomination to be obligations to make payments in
or with reference to that amount of redenominated currency representing the
amount of such currency immediately before such redenomination.  In no event shall any adjustment be made to
any amount payable hereunder as a result of (i) any redenomination of any
component currency of any composite currency (unless such composite currency is
itself officially redenominated) or (ii) any change in the value of the
specified currency or the Optional Payment Currency relative to any other
currency due solely to fluctuations in exchange rates.


 


All determinations referred
to above made by the Exchange Rate Agent shall be at its sole discretion
(except to the extent expressly provided herein that any determination is
subject to approval by the Company) and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder hereof, and the
Exchange Rate Agent shall have no liability therefor.


 


All currency exchange costs
will be borne by the Holder hereof by deduction from the payments made hereon.


 


2

















 


Section 3.  Redemption.  Unless otherwise specified on the face of
this Note, this Note will not be subject to redemption by the Company. If it is
specified on the face of this Note that this Note is subject to redemption, the
Company may, at its option, redeem this Note in whole or from time to time in
part on or after the date designated as the Initial Redemption Date on the face
of this Note at the Redemption Payment Amount, together with accrued coupon
payments to but excluding the Redemption Date.


 


The Company may exercise
such option by causing the Trustee to mail by first-class mail to the Holder
hereof a notice (the “Redemption Notice”) of such redemption at least 30 but
not more than 60 days (or such other period as is specified as the “Redemption
Notice Period” on the face of this Note) prior to the Redemption Date.  In the event of redemption of this Note in
part only, a new Note or Notes of this series for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof
in accordance with the terms of the Indenture. 
Unless otherwise specified on the face of this Note, if less than all of
the Notes of this series are to be redeemed, the Notes of this series to be
redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate.


 


Section 4.  Sinking Funds and Amortizing Notes.  Unless otherwise specified on the face of
this Note or unless this Note is an Amortizing Note, this Note will not be
subject to any sinking fund.  If it is
specified on the face of this Note that this Note is an Amortizing Note, the
Company will make payments combining Redemption Payment Amount and coupon
payments on the dates and in the amounts set forth in the table appearing in Schedule I
attached to this Note or as otherwise specified on the face of this Note.  If this Note is an Amortizing Note, payments
made hereon will be applied first to coupon payments due and payable on each
such payment date and then to the reduction of the then outstanding principal
amount.


 


Section 5.  Optional Repurchase.  Unless otherwise specified on the face of
this Note, this Note will not be subject to repurchase by the Company at the
option of the Holder. If it is specified on the face of this Note that this
Note is subject to optional repurchase, the Holder may, at its option, cause
the Company to repurchase this Note, subject to the conditions specified below,
on the Optional Repurchase Date at the Optional Repurchase Amount, together
with accrued coupon payments to but excluding the Optional Repurchase Date.


 


Unless otherwise specified
on the face of this Note, in order for this Note to be so repurchased, the
Trustee must receive, before the earlier of (a) the date the
Company gives notice of its intention to redeem this Note pursuant to Section 3
of this Note or (b) eight Business Days (or such other period as is specified as the “Optional
Repurchase Cutoff Period” on the face of this Note) before the Stated Maturity
Date, either (i) this Note with
the form below entitled “Option to Elect Repurchase” duly completed or (ii) a
telegram, telex, fax or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States setting forth the name of the Holder
hereof, the then outstanding principal amount of this Note, the principal
amount of this Note to be repaid, the certificate number hereof or a
description of the tenor and terms of this Note, a statement that the option to
elect repurchase is being exercised thereby and a guarantee that this Note with
the form below entitled “Option to Elect Repurchase” duly completed will be
received by the Paying Agent not later than five Business Days after the date
of such telegram, telex, fax or letter and this Note and form duly completed
are received by the Paying Agent by such fifth Business Day.  Exercise of this repurchase option shall be
irrevocable, except as otherwise


 


3

















 


provided under Section 7 of this Note or
Section 10 of this Note.  The
repurchase option may be exercised by the Holder of this Note with respect to
less than the principal amount of this Note then outstanding provided that the
principal amount of this Note remaining outstanding after repurchase is an
authorized denomination.  Upon such
partial repurchase this Note shall be cancelled and a new Note or Notes of this
series for the remaining principal amount of this Note shall be issued in the
name of the Holder of this Note.


 


If this Note is a Global
Security, the Holder of this Note, the nominee of the Depositary, will be the
only entity that can exercise a right to repurchase.  In order to ensure that the nominee of the
depositary will timely exercise a right to repurchase relating to this Note,
the Holder must instruct the broker or other direct or indirect participant
through which it holds an interest in this Note to notify the Depositary of its
desire to exercise a right to repurchase.


 


Section 6.  Stock Settlement.  If “Stock Settlement” on the face of this
Note is checked as applicable, this Note may be settled on the Stated Maturity
Date or any Optional Repurchase Date (but not upon any Redemption, acceleration
of the maturity of this Note or other prepayment of this Note prior to the
Stated Maturity Date unless otherwise specified herein), with shares of Settlement
Value Securities at the Company’s option, at the Holder’s option or
mandatorily, as indicated on the face of this Note.


 


If the Company elects the
Stock Settlement option for settlement of this Note on the Stated Maturity
Date, the Company will provide the Trustee with written notice of the election
not less than three business days prior to the Stated Maturity Date.


 


If Stock Settlement is
applicable, the Company will pay the applicable Payment Amount, subject to the
following paragraph, by delivering, for each YEELDS represented hereby,
Settlement Value Securities having a value on the applicable Valuation Date
equal to the applicable Payment Amount. The Calculation Agent will determine
the number and kind of Settlement Value Securities to be delivered, and whether
cash shall be delivered in lieu of, or in addition to, any Settlement Value
Securities, in accordance with the Calculation Agency Agreement and in
performing such calculation, the Calculation Agent will round down the cash
payment to the nearest cent.


 


If Stock Settlement is
applicable and the calculations in the preceding paragraph result in fractional
shares, the applicable Payment Amount shall be paid in cash in an amount equal
to the value of fractional shares based upon the Closing Prices of the
Settlement Value Securities on the applicable Valuation Date. If the Company
determines that it is prohibited from delivering Settlement Value Securities,
or that it would be unduly burdensome to do so, the Company shall pay the
applicable Payment Amount in cash.


 


Section 7.  Optional Coupon Reset.  If so specified on the face of this Note, the
Coupon Rate on this Note may be reset at the option of the Company, in the
manner set forth below (unless otherwise specified on the face of this Note), on
the Optional Reset Date or Optional Reset Dates specified on the face of this
Note.  The Company may exercise such
option by notifying the Trustee in writing of such exercise at least 45 but not
more than 60 days prior to an Optional Reset Date.  Not later than five Business Days after
receipt thereof, the Trustee will mail by first-class mail to the Holder of
this Note a notice (the “Reset Notice”) setting forth (i) the election of
the Company to reset the coupon rate, (ii) such new coupon rate and (iii) the


 


4

















 


provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date or, if
there is no such next Optional Reset Date, to the Stated Maturity Date of this
Note (each such period a “Subsequent Coupon Period”), including the date or
dates on which or the period or periods during which and the price or prices at
which such redemption may occur during such Subsequent Coupon Period.  The Reset Notice shall be substantially in
the form of Exhibit A to this Note. 
Upon the transmittal by the Trustee of a Reset Notice to the Holder of
this Note, such new coupon rate shall take effect automatically, and, except as
modified by the Reset Notice and as described in the next paragraph, this Note
will have the same terms as prior to the transmittal of such Reset Notice.


 


Notwithstanding the
foregoing, not later than 20 days prior to an Optional Reset Date, the Company
may, at its option, revoke the coupon rate provided for in the Reset Notice and
establish a coupon rate that is higher than the coupon rate provided for in the
Reset Notice for the Subsequent Coupon Period commencing on such Optional Reset
Date by causing the Trustee to mail by first-class mail notice of such higher
coupon rate to the Holder of this Note. 
Such notice shall be irrevocable and shall be mailed by the Trustee
within five Business Days after receipt thereof.  All Notes of this series with respect to
which the coupon rate is reset on an Optional Reset Date will bear such higher
coupon rate for the Subsequent Coupon Period.


 


If the Company elects to
reset the coupon rate of this Note, the Holder of this Note will have the
option to elect repurchase by the Company of this Note, or any portion hereof,
on any Optional Reset Date at a price calculated with reference to (a) the
then outstanding principal amount of this Note, (b) the Maturity Payment
Amount calculated as though the Optional Reset Date were the Stated Maturity
Date and the date that is a number of business days equal to the Determination
Period before that date were the Valuation Date, or (c) such other amount
or amounts, in each case as specified on the face of this Note, plus any coupon
payments accrued to, such Optional Reset Date. 
In order to obtain repurchase on an Optional Reset Date, the Holder must
follow the procedures set forth above in Section 5 of this Note for
Optional Repurchase except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered this Note for repurchase
pursuant to the Reset Notice, the Holder may, by written notice to the Trustee,
revoke such tender for repurchase until the close of business on the tenth day
prior to such Optional Reset Date; provided, however, that if such day is not a
Business Day, then such notice may be given on the next succeeding Business
Day.


 


Section 8.  Discount Notes.  If this Note is a Discount Note, the amount payable
in the event of Redemption, Optional Repurchase or acceleration of maturity
shall be (i) the Amortized Principal Amount of this Note as of the
Redemption Date, Optional Repurchase Date or date of such acceleration, as the
case may be, rather than the relevant Payment Amount of this Note or (ii) such
other amount as specified on the face of this Note (such amount, the “Discount
Note Prepayment Amount”).


 


Section 9.  Dual Currency Notes.  If it is specified on the face of this Note
that this Note is a Dual Currency Note, the Company has a one time option,
exercisable on any one of the Option Election Dates specified on the face of
this Note in whole, but not in part, with respect to all Dual Currency Notes of
this series, of thereafter making all payments of Maturity Payment Amount,
premium, if any, and coupon payments (which payments would otherwise be made in
the Specified Currency of such Notes) in the Optional Payment Currency
specified on


 


5

















 


the face of this Note.  If the Company makes such an election, the
amount of Optional Payment Currency payable in respect hereof shall be
determined by the Exchange Rate Agent by converting the amount of Specified
Currency that would otherwise be payable into the Optional Payment Currency at
the Designated Exchange Rate specified on the face of this Note.


 


The Company may exercise
such option by notifying the Trustee of such exercise on or prior to the Option
Election Date.  The Trustee will mail by
first-class mail to each holder of a Note of this series a notice of such
election within five Business Days of the Option Election Date which shall
state (i) the first date, whether a Coupon Payment Date and/or the Stated
Maturity Date, on which scheduled payments in the Optional Payment Currency
will be made and (ii) the Designated Exchange Rate.  Any such notice by the Company, once given,
may not be withdrawn.


 


If this Note is a Dual
Currency Note, notwithstanding any prior election made by the Company, the
amount payable hereon in the event of any Redemption, any Optional Repurchase,
any acceleration of the maturity of this Note or other prepayment of this Note
prior to the Stated Maturity Date shall be (a) an amount equal to the
amount otherwise due and payable plus accrued coupon payments to but excluding
the Redemption Date, Optional Repurchase Date, date of acceleration or other
prepayment minus the Total Option Value multiplied by a fraction, the numerator
of which is the then outstanding principal amount of this Note and the
denominator of which is the aggregate principal amount of all Dual Currency
Notes of this series then outstanding or (b) such other amount as
specified on the face of this Note (such amount, the “Dual Currency Note
Prepayment Amount”).  In no event will
such payment be less than zero. 
Notwithstanding any prior election made by the Company, such payment
shall be made in the Specified Currency unless otherwise provided on the face
of this Note.


 


All determinations referred
to above made by the Exchange Rate Agent or the Option Value Calculation Agent
shall be at their sole discretion (except to the extent expressly provided
herein that any determination is subject to approval by the Company) and, in
the absence of manifest error, shall be conclusive for all purposes and binding
on the Holder hereof, and neither the Exchange Rate Agent nor the Option Value
Calculation Agent shall have any liability therefor.


 


Section 10.  Extension of Maturity Notes.  If it is specified on the face of this Note
that this Note is an Extension of Maturity Note, the Company has the option to
extend the Stated Maturity Date for the number of Extension Periods set forth
on the face of this Note, each of which Extension Periods shall be a period of
from one to five whole years.  Unless
otherwise specified on the face of this Note, the following procedures shall
apply if this Note is an Extension of Maturity Note.


 


The Company may exercise its
option by notifying the Trustee of such exercise at least 45 but not more than
60 days prior to the Stated Maturity Date hereof in effect prior to the
exercise of such option (the “Original Stated Maturity”).  Not later than five Business Days after
receipt thereof, the Trustee will mail to the Holder a notice (the “Extension
Notice”), first class, postage prepaid, setting forth (i) the election of
the Company to extend the Stated Maturity Date, (ii) the new Stated
Maturity Date, (iii) the Coupon Rate applicable to the Extension Period
and (iv) the provisions, if any, for redemption during the Extension
Period, including the date on which or the period or periods during which and
the price at which such redemption may occur


 


6

















 


during the Extension Period.  Upon the mailing by the Trustee of an
Extension Notice to the Holder, the Stated Maturity Date hereof shall be
extended automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms as prior to
the mailing of such Extension Notice.


 


Notwithstanding the
foregoing, not later than 20 days prior to the Original Stated Maturity hereof,
the Company may, at its option, revoke the coupon rate provided for in the
Extension Notice and establish a higher coupon rate for the Extension Period by
causing the Trustee to mail notice of such higher coupon rate, first class,
postage prepaid, to the Holder.  Such
notice shall be irrevocable and shall be mailed by the Trustee within three
Business Days after receipt thereof. 
This Note will bear such higher coupon rate for the Extension Period,
whether or not tendered for repurchase.


 


If the Company extends the
Stated Maturity Date of this Note, the Holder will have the option to elect
repurchase by the Company of this Note, or any portion hereof, on the Original
Stated Maturity at a price calculated with reference to (a) the then
outstanding principal amount of this Note, (b) the Optional Repurchase
Amount calculated as though the Original Stated Maturity were the Stated
Maturity Date and the date that is a number of business days equal to the
Determination Period before that date were the Valuation Date, or (c) such
other amount or amounts, in each case as specified on the face of this
Note.  In order for this Note to be so
repaid on the Original Stated Maturity, the Holder must follow the procedures
set forth in Section 5 of this Note for Optional Repurchase, except that
the period for delivery of this Note or notification to the Trustee shall be at
least 25 but not more than 35 days prior to the Original Stated Maturity and
except that the Holder may, by written notice to the Trustee, revoke any such
tender for repurchase until the close of business on the tenth day prior to the
Original Stated Maturity; provided, however, that if such day is not a Business
Day, then such notice may be given on the next succeeding Business Day.


 


Section 11.  Extendible Notes.  If it is specified on the face of this Note
that this Note is an Extendible Note, this Note will mature on the Stated
Maturity Date specified on the face of this Note unless the maturity of all or
any portion of this Note is extended in accordance with the procedures
described below.


 


On the Coupon Payment Date
occurring in the sixth month (unless a different Special Election Interval is
specified on the face of this Note) prior to the initial Stated Maturity Date
specified on the face of this Note (the “Initial Maturity Extension Date”) and
on the Coupon Payment Date occurring in each sixth month (or the last month of
each Special Election Interval) after such Initial Maturity Extension Date
(each, together with the Initial Maturity Extension Date, a “Maturity Extension
Date”), the Stated Maturity Date of this Note will be extended to the Coupon
Payment Date occurring in the twelfth month (or, if a Special Election Interval
is specified on the face of this Note, the last month in a period equal to
twice the Special Election Interval) after such Maturity Extension Date, unless
the Holder elects to terminate the extension of the Stated Maturity Date hereof
or any portion hereof as described below.


 


If the Holder elects to
terminate the extension of the Stated Maturity Date of any portion of the
principal amount of this Note during the specified period prior to any Maturity
Extension Date, such portion will become due and payable on the Coupon Payment
Date


 


7

















 


occurring in the sixth month (or the last
month in the Special Election Interval) after such Maturity Extension Date (the
“Extended Stated Maturity Date”).


 


The Holder may elect to
extend the Stated Maturity Date of this Note, or if so specified above, any
portion hereof, by delivering a notice to such effect to the Trustee (or any
duly appointed Paying Agent) at the Corporate Trust Office not less than 3 nor
more than 15 days prior to such Maturity Extension Date (unless another period
is specified on the face of this Note as the “Special Election Period”).  Such election will be irrevocable and will be
binding upon each subsequent Holder of this Note.  An election to extend the Stated Maturity
Date of this Note may be exercised with respect to less than the entire
principal amount of this Note then outstanding only if so specified on the face
of this Note and only in such principal amount, or any integral multiple in
excess thereof, as is specified on the face of this Note.  Notwithstanding the foregoing, the maturity
of this Note will not be extended beyond the Stated Maturity Date specified on
the face of this Note.


 


Unless otherwise specified
above, any election not to extend will be effective only if this Note is
presented to the Trustee (or any duly appointed Paying Agent) as soon as
practicable.  Following receipt of this
Note the Trustee (or any duly appointed Paying Agent) shall issue in exchange
herefor in the name of the Holder (i) a Note, in a face amount equal to
the principal amount of this Note for which no election to extend was
exercised, with terms identical to those specified herein (except for the Issue
Date and the Initial Coupon Rate and except that such Note shall have a fixed,
non-extendable maturity on the Extended Stated Maturity Date) and (ii) if
such election not to extend is made with respect to less than the principal
amount of this Note then outstanding, a replacement Extendible Note, in a face
amount equal to the principal amount of this Note for which an election to
extend was made, with terms identical to this Note.


 


Section 12.  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; provided, however, if this Note is a Discount Note, the
outstanding principal amount of this Note will be deemed to be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof.


 


Section 13.  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 Payment Amount or the principal amount
thereof, or reduce the rate or extend the time 
to make coupon payments  thereon
or reduce any premium or other amount payable on redemption, or make the
Payment Amount or the principal amount thereof, premium or other amount payable,
if any, or coupon payments thereon payable in any coin or currency other than
that hereinabove provided,


 


8

















 


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 coupon payments, if any, on
the Payment 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 14.  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
Payment Amount or the principal amount, premium, if any, and coupon payments,
if any, on this Note at the place, at the respective times, at the rate, and in
the coin or currency herein prescribed.


 


Section 15.  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 16.  Authorized Form and Denominations.  The Notes of this series are issuable in
registered form, without coupons.  Notes
of this series denominated in U.S. dollars shall be issued in the principal
amount denominations specified on the face of this Note. Notes of this series
denominated in a Foreign Currency will be issued in a denomination
approximately equivalent to Notes of this series denominated in U.S.
dollars.  Each Note will be issued
initially as either a Global Security or a Certificated Note, at the option of
the Company, 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 17.  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


 


9

















 


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 this Note is a Global
Security and 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 18.  Events of Default.  If an Event of Default with respect to Notes
of this series shall occur and be continuing, the principal of the Notes of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture.  Unless
otherwise provided on the face of this Note, the amount payable to the Holder
hereof upon any acceleration permitted under the Indenture will be equal to the
Maturity Payment Amount calculated as though the date to which the maturity has
been accelerated were the Stated Maturity Date and the date that is a number of
business days equal to the Determination Period before that date were the
Valuation Date.  In any such case, even
if Stock Settlement is applicable, the Notes of this series will be settled in
cash.  Upon payment (i) of the
aggregate applicable amounts on the Notes of this series so declared due and
payable and (ii) of coupon payments on any overdue Payment Amount and
overdue coupon payments (in each case to the extent that the payment of such
coupon payments shall be legally enforceable), all of the Company’s obligations
in respect of the payment of the Maturity Payment Amount of and coupon
payments, if any, on the Notes of this series shall terminate.


 


Section 19.  No Recourse Against Certain Persons.  No recourse for the payment of Payment
Amount, premium, if any, or coupon payments on this Note, 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.


 


10

















 


Section 20.  Defined Terms.  All terms used but not defined in this Note
are used herein as defined in the Indenture.


 


Section 21.  Tax Treatment.  The Company intends to treat and, by
purchasing this Note, the Holder hereof agrees to treat, for all tax purposes,
this Note as a cash-settled financial contract giving rise to capital gain or
loss, rather than as a debt instrument.


 


Section 22.  GOVERNING LAW.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section 23.  Definitions.  Set forth below are definitions of certain of
the terms used in this Note.  The
definitions set forth below are subject to the terms and provisions on the face
of this Note.  If any definition below is
different than, or inconsistent with, the terms and provisions on the face of
this Note, the terms and provisions on the face shall prevail.


 


“ADS” shall mean
American Depositary Share.


 


“Adjusted Closing Price”
shall equal, with respect to a Settlement Value Security on any Scheduled
Trading Day, the Closing Price of the Settlement Value Security on such
Scheduled Trading Day, plus the Dividend Adjustment Amount, if any, relating to
the Settlement Value Security (which may be a negative number) in effect on
such Scheduled Trading Day.


 


All determination of the
Adjusted Closing Price shall be made by the Calculation Agent.


 


“Alternative Redemption
Amount” shall mean, for each YEELDS represented hereby, the product of (a) the
principal amount per YEELDS and (b) the Settlement Value on the applicable
Valuation Date, divided by the Initial Value.


 


“AMEX” shall mean the
American Stock Exchange LLC.


 


“Amortized Principal
Amount” of this Note at any time shall mean the amount equal to (a) the
Issue Price multiplied by the then outstanding principal amount of this Note
plus (b) that portion of the difference between the amount calculated
pursuant to clause (a) and the principal amount of this Note that has
accrued at the Yield to Maturity set forth on the face of this Note (computed
in accordance with generally accepted United States bond yield computation
principles) at the date as of which the Amortized Principal Amount is
calculated, but in no event shall the Amortized Principal Amount of this Note
exceed the principal amount of this Note.


 


“Average Execution Price”
shall mean, for a security or other property, the average per unit execution
price that an affiliate of the Company receives or pays for such security or
property, as the case may be, to hedge the Company’s obligations under the
Notes of this series.


 


“Base Dividend” with
respect to the Index Stock shall be the amount of the dividend per share of the
common stock most recently paid by the Index Stock Issuer as specified on the
face of the Note.  The Base Dividend may
include the amount of any one-time cash dividend which is not deemed an
extraordinary cash dividend as specified on the face of the


 


11

















 


Note.  The Base Dividend is subject to adjustment in
the event of certain events affecting the shares of the Index Stock, such as
share splits, reverse share splits or reclassifications, as determined by the
Calculation Agent, in its good faith judgment.


 


“Business Day”,
notwithstanding any provision in the Indenture, shall mean, unless otherwise
set forth on the face of this Note, any day that is not a Saturday, a Sunday or
a day on which the NYSE, the Nasdaq or the AMEX is not open for trading or
banking institutions or trust companies in New York City are authorized or
obligated by law or executive order to close, and, (a) if the Specified
Currency is a Foreign Currency other than Euros, not a day on which banking
institutions are authorized or required by law to close in the Principal
Financial Center of the country issuing the Foreign Currency and (b) if
the Specified Currency is Euros, a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer System is open.  “Principal Financial Center” shall mean the
capital city of the country issuing the specified currency.  However, for U.S. dollars, Australian
dollars, Canadian dollars and Swiss francs, the Principal Financial Center will
be New York City, Sydney, Toronto and Zurich, respectively.


 


“Calculation Agency
Agreement” shall mean the Calculation Agency Agreement, dated as of May 30,
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 Settlement Value
and the Payment Amount, which term shall, unless the context otherwise
requires, include its successors and assigns. 
The initial Calculation Agent shall be Lehman Brothers Inc.


 


“Close of Trading”
shall mean, in respect of any Relevant Exchange or other exchange or quotation
system, the scheduled weekday closing time on a day on which the Relevant
Exchange or other exchange or quotation system is scheduled to be open for
trading for its respective regular trading session, without regard to after
hours or any other trading outside of the regular trading session hours.


 


“Closing Price” shall
mean, for each Settlement Value Security, as determined by the Calculation
Agent pursuant to the Calculation Agency Agreement on any particular day, based
on information reasonably available to it:


 


(1)                                  if the Settlement Value Security is listed on
a Relevant Exchange, the last reported sale price per share at the Close of
Trading on such day on the Relevant Exchange;


 


(2)                                  if the Settlement Value Security is not
listed on a national securities exchange or quotation system or is not a Nasdaq
security, and is listed or traded on a bulletin board, the Average Execution
Price per share of the Settlement Value Security; or


 


(3)                                  as otherwise determined by the Calculation
Agent pursuant to the Calculation Agency Agreement in the circumstances
described in the definition of the term “Valuation Date” herein.


 


12

















 


In
the case of both (1) and (2) above, if the Settlement Value Security
is listed or quoted on a non-United States Relevant Exchange or on a non-United
States bulletin board, the Closing Price will then be converted into U.S.
dollars using the Official W.M. Reuters Spot Closing Rate at 11:00 a.m.,
New York City time.  If there are several
quotes for the Official W.M. Reuters Spot Closing Rate at that time, the first
quoted rate starting at 11:00 a.m. shall be the rate used.  If there is no such Official W.M. Reuters
Spot Closing Rate for a country’s currency at 11:00 a.m., New York City
time, the Closing Price shall be converted into U.S. dollars using the last
available U.S. dollar cross-rate quote before 11:00 a.m., New York City
time.


 


“common stock” shall mean common stock or any
other equity security (which may be an ADS).


 


“Company” shall have the meaning set forth on
the face of this Note.


 


“Coupon Payment Date” shall have the meaning
set forth on the face of this Note.


 


“Coupon Rate” shall have the meaning set
forth on the face of this Note.


 


“Designated Exchange Rate” shall mean the
exchange rate specified as such on the face of this Note.


 


“Determination Period” shall be the number of
days specified as such on the face of this Note.


 


“Discount Note” shall mean any Note that has
been issued at an Issue Price less than 100%.


 


“Discount Note Prepayment Amount” shall have
the meaning set forth in Section 8 of this Note.


 


“Dividend Adjustment Amount” with respect to any Settlement Value Security shall mean:


 


(a)  In the case of the Index Stock, the
Dividend Adjustment Amount shall, unless otherwise specified on the face of
this note, initially be zero and shall be adjusted as follows:


 


1) If, during the period from, but excluding, the
Initial Offering Date to the Valuation Date, holders of record of shares of the
Index Stock are entitled to receive a cash dividend (other than an
extraordinary cash dividend, as determined by the Calculation Agent in its good
faith judgment) from the Index Stock Issuer and the amount of the dividend is less
than the Base Dividend per share of common stock, including if the Index Stock
Issuer fails to declare or make the Base Dividend payment on its shares of
common stock (as determined by the Calculation Agent in its sole and absolute
discretion), the Dividend Adjustment Amount then in effect shall be reduced on the ex-dividend date for the
Index Stock dividend (any such day, an “Effective Dividend Adjustment Date”) by
an amount equal to the difference between the Base Dividend and the new
dividend.


 


2) If, during the period from, but excluding, the
Initial Offering Date to the Valuation Date, holders of record of the Index
Stock are entitled to receive a cash dividend (other than an extraordinary cash
dividend, as determined by the Calculation Agent in its good


 


13

















 


faith judgment) from the Index Stock Issuer
and the amount of the dividend is more than the Base Dividend per share, the
Dividend Adjustment Amount then in effect shall be increased on the Effective Dividend Adjustment Date by an
amount equal to the excess of the new dividend over the Base Dividend.


 


3) If the Calculation
Agent determines in its sole and absolute discretion that the Index Stock Issuer has failed to declare or make the cash dividend payments described above
in the definition of Base Dividend, the Effective Dividend Adjustment Date for
adjusting the Dividend Adjustment Amount will be the dates set forth as such on
the face of this Note.


 


(b)  In the case of any Settlement Value
Security other than the Index Stock, to the extent the issuer of such
Settlement Value Security changes the per share amount of dividends it pays on
its shares of common stock, the Calculation Agent will determine whether or not
to establish a Dividend Adjustment Amount with respect to such Settlement Value
Security and, if a Dividend Adjustment Amount is established, whether it should
be adjusted in a manner comparable to that described in (1) above with
respect to the Index Stock.  If the
Calculation Agent fails to establish a Dividend Adjustment Amount with respect
to any Settlement Value Security, the Dividend Adjustment Amount with respect
to such Settlement Value Security shall be deemed to be zero.


 


(c)  The Dividend
Adjustment Amount with respect to any Settlement Value Security in effect at
any time shall be adjusted in the event of certain events affecting the shares
of the Settlement Value Security, such as share splits, reverse share splits or
reclassifications, as determined by the Calculation Agent, in its good faith
judgment.


 


All determinations of the Dividend Adjustment Amount
shall be made by the Calculation Agent.


 


“Dual Currency Note” shall mean any Note
designated as such on the face of this Note.


 


“Dual Currency Note Prepayment Amount” shall
have the meaning set forth in Section 9 of this Note.


 


“Effective Dividend Adjustment Date” shall be
the date or dates specified as such on the face of this Note.


 


“Equity Cap Price per YEELDS” shall have the
meaning set forth on the face of this Note.


 


“Exchange Rate Agent” shall have the meaning
set forth in Section 2 of this Note.


 


“Extended Stated Maturity Date” shall have
the meaning set forth in Section 11 of this Note.


 


“Extension Notice” shall have the meaning set
forth in Section 10 of this Note.


 


“Foreign Currency” shall mean any currency
other than U.S. dollars.


 


14

















 


“Global Security” shall have the meaning set
forth on the face of this Note.


 


“Indenture” shall have the meaning set forth
in Section 1 of this Note.


 


“Index Stock” shall mean the common stock
specified as such on the face of this Note.


 


“Index Stock Issuer” shall mean the issuer
specified as such on the face of this Note.


 


“Initial Maturity Extension Date” shall have
the meaning set forth in Section 11 of this Note.


 


“Initial Offering Date” shall be the date
specified as such on the face of this Note.


 


“Initial Redemption Date” shall be the date
specified as such on the face of this Note.


 


“Initial Value” shall have the meaning set
forth on the face of this Note.


 


“Issue Date” shall have the meaning set forth
on the face of this Note.


 


“Issue Price” shall mean the price specified
as such on the face of this Note.


 


“Market Disruption Event”, unless indicated
otherwise on the face of this Note, with respect to a Settlement Value Security
shall mean any of the following events has occurred on any day as determined by
the Calculation Agent in accordance with the Calculation Agency Agreement:


 


(1)           A
material suspension of, or limitation imposed on trading relating to, such
Settlement Value Security by the Relevant Exchange for the security, at any
time during the one-hour period that ends at the Close of Trading on such day,
whether by reason of movements in price exceeding limits permitted by that Relevant
Exchange or otherwise.  Limitations on
trading during significant market fluctuations imposed pursuant to NYSE Rule 80B
or any applicable rule or regulation enacted or promulgated by the NYSE,
any other exchange, quotation system or market, any other self regulatory
organization or the Securities and Exchange Commission of similar scope or as a
replacement for Rule 80B may be considered material.


 


(2)           A
material suspension of, or limitation imposed on, trading in futures or options
contracts relating to such Settlement Value Security by the primary exchange or
quotation system on which those futures or options contracts are traded, at any
time during the one-hour period that ends at the Close of Trading on such day,
whether by reason of movements in price exceeding limits permitted by that
primary exchange or quotation system or otherwise.


 


(3)           Any
event, other than an early closure, that disrupts or impairs the ability of
market participants in general to effect transactions in, or obtain market
values for that


 


15

















 


Settlement Value
Security on the Relevant Exchange for that Settlement Value Security, or in the
case of a Settlement Value Security not listed or quoted in the United States,
on the primary exchange, quotation system or market for such Settlement Value
Security, at any time during the one hour period that ends at the Close of
Trading on such day.


 


(4)           Any
event, other than an early closure, that disrupts or impairs the ability of
market participants in general to effect transactions in, or obtain market
values for, the futures or options contracts relating to such Settlement Value
Security on the primary exchange or quotation system on which those futures or
options contracts are traded at any time during the one hour period that ends
at the Close of Trading on such day.


 


(5)           The
closure of the Relevant Exchange on which that Settlement Value Security is
traded or the primary exchange or quotation system on which futures or options
contracts relating to that Settlement Value Security are traded prior to its
scheduled closing time unless the earlier closing time is announced by the
primary exchange or quotation system at least one hour prior to the earlier of (i) the
actual closing time for the regular trading session on the exchanges or
quotation system and (ii) the submission deadline for orders to be entered
into the exchanges or quotation system for execution at the Close of Trading on
such day.


 


“Market Exchange Rate” shall have the meaning
set forth in Section 2 of this Note.


 


“Maturity Extension Date” shall have the
meaning set forth in Section 10 of this Note.


 


“Maturity Payment Amount” shall mean, for
each YEELDS represented hereby, the lesser of (a) the Alternative
Redemption Amount and (b) the Equity Cap Price.


 


“Multiplier” shall mean, for each Settlement
Value Security, the number of shares or other units (including ADSs) (or
fraction of a share or other unit expressed as a decimal) of such Settlement
Value Security included in the calculation of the Settlement Value on a
particular day, as determined by the Calculation Agent pursuant to the
Calculation Agency Agreement.  The
initial Multiplier for the Index Stock shall be 1.0, unless otherwise specified
on the face of this Note. The initial Multiplier for any security which may
subsequently become a Settlement Value Security shall be the number of shares
or other units of such security which are to be included in the calculation of
the Settlement Value at the time such security becomes a Settlement Value
Security.  Multipliers may be adjusted by
the Calculation Agent in accordance with the Calculation Agency Agreement in
certain circumstances.


 


“Nasdaq” shall mean The Nasdaq Stock Market, Inc.


 


“Notes” shall have the meaning set forth in Section 1
of this Note.


 


“NYSE” shall mean The New York Stock Exchange, Inc.


 


“Official W.M. Reuters Spot Closing Rate”
shall mean the closing spot rate published on Reuters page “WMRA” relevant
for a Settlement Value Security.


 


16

















 


“Option Election Dates” shall mean the
date(s) specified as such on the face of this Note.


 


“Option Value” shall mean, with respect to a
Coupon Payment Date or the Stated Maturity Date, the amount calculated by the
Option Value Calculation Agent to be the arithmetic average of the prices
quoted on the date of calculation by three reference banks (which banks shall
be selected by the Option Value Calculation Agent and shall be reasonably
acceptable to the Company) for the right on the Option Election Date
immediately preceding such Coupon Payment Date or Stated Maturity Date to
purchase for value on such Coupon Payment Date or Stated Maturity Date from
such reference banks (A) the aggregate amount of the Specified Currency
due on such Coupon Payment Date or Stated Maturity Date with respect to all of
the Dual Currency Notes of this series in exchange for (B) the amount of
the Optional Payment Currency that would be received if the amount in clause (A) were
converted into the Optional Payment Currency at the Designated Exchange Rate.


 


“Optional Payment Currency” shall mean the
currency specified as such on the face of this Note.


 


“Optional Repurchase” shall mean the option
of a Holder to elect to require the Company to repurchase Notes of this series
pursuant to Section 5 of this Note.


 


“Optional
Repurchase Amount” shall equal, for each YEELDS represented hereby, the
Maturity Payment Amount calculated as though the date of repurchase were the
Stated Maturity Date and the date that is a number of business days equal to
the Determination Period before that date were the Valuation Date, as specified
on the face of this Note, or such other amount or amounts, as specified on the
face of this Note.


 


“Optional Repurchase
Cutoff Period” shall be the number of days specified as such on the face of
this Note.


 


“Optional Repurchase Date” shall mean the
date specified as such on the face of this Note; provided, however, if the
Calculation Agent determines that a Market Disruption Event with respect to any
Settlement Value Security has occurred on the day that would otherwise be the
applicable Valuation Date, or if the applicable Valuation Date is not a
Scheduled Trading Day, then the Optional Repurchase Date shall be postponed by
a number of Business Days equal to the number of Scheduled Trading Days by
which the applicable Valuation Date is postponed.


 


“Optional Reset Dates” shall be the dates
specified as such on the face of this Note.


 


“Original Stated Maturity” shall have the
meaning set forth in Section 10 of this Note.


 


“Payment Amount” shall mean the Maturity
Payment Amount, the Redemption Payment Amount or the Optional Repurchase
Amount, as the case may be.


 


“Principal Payment Date” shall mean the
Stated Maturity Date, the Redemption Date or the Optional Repurchase Date, as
the case may be.


 


17

















 


“Redemption” shall mean the option of the
Company to redeem, at any time on or after the date specified on the face of
this Note, in whole or from time to time in part, the Notes of this series
pursuant to Section 3 of this Note.


 


“Redemption Date” shall mean the date
specified as such in the notice demanded in Section 3 of this Note;
provided, however, if the Calculation Agent determines that a Market Disruption
Event with respect to any Settlement Value Security has occurred on a day that
would otherwise be the applicable Valuation Date, or if the applicable
Valuation Date is not a Scheduled Trading Day, then the Redemption Date shall
be postponed by a number of Business Days equal to the number of Scheduled
Trading Days by which the applicable Valuation Date is postponed.


 


“Redemption Notice” shall mean the notice of
redemption mailed to the Holders pursuant to Section 3 of this Note.


 


“Redemption
Notice Period” shall
have the meaning set forth in Section 3 of this Note.


 


“Redemption Payment Amount” shall mean, for
each YEELDS represented hereby, the Maturity Payment Amount calculated as
though the Redemption Date were the Stated Maturity Date and the date that is a
number of Business Days equal to the Determination Period before that date were
the Valuation Date, as specified on the face of this Note, or such other amount
or amounts as specified on the face of this Note.


 


“Relevant Exchange” shall mean, for any Settlement
Value Security, the primary United States national securities exchange,
quotation system, including any bulletin board service, or market on which such
Settlement Value Security is traded, or in case such Settlement Value Security
is not listed or quoted in the United States, the primary exchange, quotation
system or market for such Settlement Value Security.


 


“Reset Notice” shall have the meaning
specified in Section 7 of this Note.


 


“Scheduled Trading Day” shall mean any day on
which the Relevant Exchange for a Settlement Value Security is scheduled to be
open for trading for its regular trading session.


 


“Securities” shall have the meaning set forth
in Section 1 of this Note.


 


“Settlement Value” shall mean, when used with
respect to an applicable Valuation Date, for each YEELDS represented hereby,
the sum of the products of the Adjusted Closing Prices and the applicable
Multipliers (as adjusted from time to time by the Calculation Agent pursuant to
the Calculation Agency Agreement prior to the Close of Trading on the Valuation
Date) for each Settlement Value Security on the Valuation Date, together with
any cash or other property included in the Settlement Value on the Valuation
Date by the Calculation Agent pursuant to the Calculation Agency  Agreement; provided that if the
originally scheduled Valuation Date is postponed because of the occurrence of a
Market Disruption Event, the Settlement Value will equal (a) the sum of
the products of the Adjusted Closing Prices on the postponed Valuation Date and
the applicable Multipliers for each Settlement Value Security for which no
Market Disruption Event occurred plus (b) the sum of the products of the
average per share execution price an affiliate of the Company receives or pays
on the postponed Valuation


 


18

















 


Date upon the sale or purchase of each
Settlement Value Security for which a Market Disruption Event has occurred
which was used to hedge the Company’s obligations under the Notes of this
series and the applicable Multipliers 
(in case, as adjusted from time to time by the Calculation Agent
pursuant to the Calculation Agency Agreement prior to the Close of Trading on
the postponed Valuation Date), together with any cash or other property
included in the Settlement Value on the Valuation Date by the Calculation Agent
pursuant to the Calculation Agency Agreement. The Settlement Value, and any
adjustments thereto, shall be determined by the Calculation Agent pursuant to
the Calculation Agency Agreement.


 


All determinations of the Adjusted Closing Price, as
well as any determinations described in the preceding paragraph, shall be made
by the Calculation Agent.


 


“Settlement Value Securities” shall mean the
securities included in the calculation of the Settlement Value by the
Calculation Agent pursuant to the Calculation Agency Agreement. The Settlement
Value Securities will initially consist of the common stock designated as the
Index Stock on the face of this Note.


 


“Special Election
Interval” shall be the number of days specified as such on the face of this
Note.


 


“Special Election Period”
shall be the number of days specified as such on the face of this Note.


 


“Specified Currency”
shall mean U.S. dollars or such other currency as is specified on the face of this
Note.


 


“Stated Maturity Date”
shall mean the date specified as such on the face of this Note (except as
otherwise provided in the case of an Extension of Maturity Note or an
Extendible Note); provided, that if a Market Disruption Event with respect to
one or more of the Settlement Value Securities occurs on the applicable
Valuation Date, or if the applicable Valuation Date is not a Scheduled Trading
Day, then the Stated Maturity Date shall be postponed by a number of Business
Days equal to the number of Scheduled Trading Days by which the applicable
Valuation Date is postponed. In the event of any acceleration of the maturity
of this Note prior to the Stated Maturity Date specified on the face of this
Note, the term “Stated Maturity Date” when used herein shall refer, where
applicable, to the date of acceleration of this Note.


 


“Stock Settlement” shall mean the
option or right to pay or receive the Maturity Payment Amount or Optional
Repurchase Amount in shares of the Settlement Value Securities, as set forth in
Section 6 of this Note.


 


“Subsequent Coupon Period” shall have
the meaning set forth in Section 7 of this Note.


 


“Total Option Value”
shall mean, with respect to any Dual Currency Note on any date, an amount
(calculated as of such date by the Option Value Calculation Agent) equal to the
sum of the Option Values (calculated as of such date by the Option Value
Calculation Agent) for all Coupon Payment Dates occurring after the date of
calculation up to and including the Stated Maturity Date.


 


19

















 


“Trustee” shall have
the meaning set forth in Section 1 of this Note.


 


“Valuation Date”
shall mean, unless otherwise specified on the face of this Note, (a) in
the case of payment on the Stated Maturity Date, the fifth Business Day prior
to the Stated Maturity Date, (b) in the case of Redemption, the date that
the Redemption Notice is mailed and (c) in the case of Optional
Repurchase, the date that is a number of Business Days equal to the
Determination Period before the Optional Repurchase Date; provided, however, in
each case, if a Market Disruption Event occurs on any such date, as determined
by the Calculation Agent pursuant to the Calculation Agency Agreement, or if
such date is not a Scheduled Trading Day, the Valuation Date shall be postponed
to the next Scheduled Trading Day on which no Market Disruption Event occurs;
provided, further, if a Market Disruption Event occurs on each of the eight
Scheduled Trading Days following the originally scheduled Valuation Date, then
that eighth Scheduled Trading Day shall be deemed the Valuation Date and the
Calculation Agent shall determine, in accordance with the Calculation Agency
Agreement, the Closing Price of the affected Settlement Value Securities based
upon its estimate of the value of the Settlement Value Security as of the Close
of Trading on that eighth Scheduled Trading Day.


 


“YEELDS” shall have
the meaning specified on the face of this Note.


 


“Yield to Maturity”
shall mean the percentage specified as such on the face of this Note.


 


20

















 


OPTION TO ELECT REPURCHASE


 


The undersigned owner of this Note hereby
irrevocably elects to have the Company repurchase the principal amount of this
Note or portion hereof below designated at (i) the Optional Repurchase
Amount plus any accrued coupon payments to but excluding the Optional
Repurchase Date, if this Note is to be repurchased pursuant to the Optional
Repurchase provision described in Section 5 of this Note, or (ii) the
price specified pursuant to the Optional Coupon Reset provision described in Section 7
of this Note or the Extension of Maturity Notes provision described in Section 10
of this Note.  Any such election is
irrevocable except as provided in Section 7 of this Note or Section 10
of this Note.


 


If the repurchase of this Note is pursuant to Section 5
of this Note and if the undersigned has the option to elect to have the
repurchase settled in stock, the undersigned has indicated below if that option
is being exercised.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  Sign exactly
  as name appears on the front of this Note [SIGNATURE GUARANTEED - required
  only if Notes of this series are to be issued and delivered to other than the
  registered Holder]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  Amount to be repurchased, if amount to be

  repurchased is less than the principal amount of this Note

  (principal amount remaining must be an authorized

  	
  Fill in for
  registration of Notes of this series if to be issued otherwise than to the
  registered Holder:

  
	
  denomination)

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Please
  print name and address including zip code)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Stock
  Settlement option 

  	
   

  
	
  elected

  	
  SOCIAL
  SECURITY OR

  
	
   

  	
  OTHER
  TAXPAYER ID NUMBER:

  
	
  o YES    o
  NO

  	
   

  	
   

  
										



 


21

















 


OPTION TO ELECT TERMINATION
OF AUTOMATIC EXTENSION


 


The undersigned owner of this Note hereby
irrevocably elects to terminate the automatic extension of this Note or of the
portion of the principal amount of this Note below designated.  Any such election is irrevocable and will be
binding on any subsequent Holder hereof.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  Sign exactly
  as name appears on the front of this Note [SIGNATURE GUARANTEED - required
  only if Notes of this series are to be issued and delivered to other than the
  registered Holder]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  Amount to be terminated, if amount to be

  terminated is less than the principal amount of this Note

  (such principal amount must be an authorized

  	
  Fill in for
  registration of Notes of this series if to be issued otherwise than to the
  registered Holder:

  
	
  denomination)

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Please
  print name and address including zip code)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOCIAL
  SECURITY OR

  OTHER TAXPAYER ID NUMBER

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
										



 


22

















 


The following abbreviations, when used in the
inscription on the face of this Note, 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 Note of Lehman Brothers Holdings Inc., and all rights
thereunder, hereby irrevocably constituting and appointing


 


 


to transfer the said Note on the books of the within-named Company,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  



 


NOTICE: 
The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever.


 


	
  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.

  



 


23

















 


Schedule I


 


Amortization Table


 


	
  Date

  	
   

  	
  Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A


 


RESET NOTICE


 


LEHMAN BROTHERS HOLDINGS INC.


Medium-Term Notes, Series I


YEELDS®


Yield Enhanced Equity Linked Debt Securities


Performance Linked to the Value of a Common Stock


CUSIP No.               


Registered Nos.      -     


 


LEHMAN BROTHERS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of Delaware (the “Company”),
is the issuer of the above-referenced Notes (the “Notes”).  Capitalized terms used herein and not defined
are used as defined in the Notes.


 


The Company hereby elects to reset the Coupon Rate
set forth on the face of the Notes.  On
and after                                   (1),
the Coupon Rate shall be                                .


 


Each Holder of a Note has the option to elect
repurchase by the Company of such Note, or any portion thereof, on any Optional
Reset Date pursuant to the terms of such Note. 
The Notes may be repaid on the dates and at the prices set forth below:


 


	
  Date

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, Lehman Brothers Holdings Inc.
has caused this Reset Notice 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 and to be attested by its Secretary or one of its
Assistant Secretaries.


 


Dated:


 


	
   

  	
  LEHMAN BROTHERS HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 






(1)           Insert
applicable Optional Reset Date.