Exhibit 4.01


CUSIP NO. 524908RS1. In the event that no election is
made to extend the maturity date of all or any portion of this Note, the
principal amount of this Note for which such election was not exercised will be
assigned a new CUSIP number, as described in the attached RIDER.


REGISTERED                                                                                                                        FACE
AMOUNT: $500,000,000

No. R-1


If this Note is an OID Note (as defined below) the
following legend is applicable:


FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF
THIS NOTE IS _____% OF ITS PRINCIPAL AMOUNT, AND THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT, THE YIELD TO MATURITY COMPOUNDED _____________, AND THE ISSUE DATE
ARE AS SET FORTH BELOW. IN THE CASE OF A NOTE SUBJECT TO THE RULES OF TREASURY
REGULATION SECTION 1.1275-4(b), THE COMPARABLE YIELD AND PROJECTED
PAYMENT SCHEDULE CAN BE OBTAINED BY SUBMITTING A WRITTEN REQUEST TO: CONTROLLER’S
OFFICE, LEHMAN BROTHERS HOLDINGS INC., 745 SEVENTH AVENUE, NEW YORK, NEW YORK
10019.


LEHMAN BROTHERS HOLDINGS INC.

MEDIUM-TERM NOTE, SERIES H

(FLOATING RATE)


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, 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:  $500,000,000


ISSUE DATE: May 24,
2006


MATURITY DATE: See “Initial
Maturity Date” below and attached RIDER


INTEREST RATE: N/A


INTEREST RATE BASIS:
LIBOR Telerate


INDEX MATURITY: 1 Month


SPREAD: 




	
  

  	
  For Interest Reset Dates Occurring

  	
   

  	
   

  	
  Spread

  	
   

  	
   

  
	
  From and
  including May 24, 2006 to and including May 14, 2007

  	
   

  	
  Minus 0.01%

  	
   

  	
   

  
	
  From and
  including June 14, 2007 to and including May 14, 2008

  	
   

  	
  0.00%

  	
   

  	
   

  
	
  From and
  including June 14, 2008 to and including May 14, 2009

  	
   

  	
  Plus 0.01%

  	
   

  	
   

  
	
  From and
  including June 14, 2009 to and including May 14, 2010

  	
   

  	
  Plus 0.02%

  	
   

  	
   

  
	
  From and including
  June 14, 2010 to and including May 14, 2011

  	
   

  	
  Plus 0.03%

  	
   

  	
   

  






SPREAD MULTIPLIER: N/A


MAXIMUM INTEREST RATE:
N/A


MINIMUM INTEREST RATE:
N/A


INTEREST
RESET DATES: The Issue Date, in the case of the first Interest Period, and each
Interest Payment Date thereafter


INTEREST RESET PERIOD:
N/A


INTEREST DETERMINATION
DATES: Two London Business
Days prior to the relevant Interest Reset Date


INTEREST
PAYMENT DATES: Monthly, on the 14th,
commencing on June 14, 2006; provided that if such day is not a Business
Day, then such day will be the following Business Day unless (a) such day
falls in the following month or (b) such day is also a maturity date, in
which case it will be the preceding Business Day; provided, further that the
final Interest Payment Date for any notes shall be the applicable maturity date


REGULAR RECORD DATES: 15
calendar days immediately preceding the Interest Payment Date


EXCHANGE RATE AGENT: N/A


DEPOSITORY: The
Depository Trust Company


DUAL CURRENCY NOTE:   o YES      x NO


OPTION ELECTION DATES:
N/A


OPTIONAL PAYMENT
CURRENCY: N/A


DESIGNATED EXCHANGE RATE:
N/A


OPTION VALUE CALCULATION
AGENT: N/A


OPTION TO RECEIVE
PAYMENTS IN THE SPECIFIED CURRENCY:   o YES      x NO


SPECIFIED CURRENCY: N/A


BUSINESS DAY: New York
and London


AMORTIZING NOTE:   o YES      x NO


SINKING FUND: N/A


TOTAL AMOUNT OF OID: N/A


YIELD TO MATURITY: N/A


INITIAL ACCRUAL PERIOD
OID: N/A


AUTHORIZED DENOMINATIONS:  $1,000/$1,000


EXTENSION OF MATURITY
NOTE:   o YES      x NO


EXTENSION PERIOD: N/A


NUMBER OF EXTENSION
PERIODS: N/A


OPTION TO ELECT
REPAYMENT:   o YES      x NO


OPTIONAL REPAYMENT DATES:
N/A


OPTIONAL REPAYMENT
PRICES: N/A


OPTIONAL INTEREST RATE
RESET:   o YES      x NO


OPTIONAL RESET DATES: N/A


OPTIONAL REDEMPTION:   x YES      o NO


INITIAL
REDEMPTION DATE:  The notes may be
redeemed on June 14, 2010 (or if such date is not a Business Day, on the
next succeeding Business Day) at the option of the Company in whole or in part
at a price equal to 100% of the principal amount being redeemed


INITIAL REDEMPTION
PERCENTAGE:  %


APPLICABILITY OF ANNUAL
REDEMPTION PERCENTAGE REDUCTION:   o YES      x NO

If yes, state Annual Percentage Reduction: 
%


EXTENDIBLE NOTE:   x YES      o NO


INITIAL MATURITY DATE: June 14,
2007


SPECIAL ELECTION
INTERVAL: N/A


RENEWABLE IN PART:   x YES      o NO


AUTHORIZED RENEWABLE
AMOUNTS: $1,000/$1,000


SPECIAL ELECTION PERIOD:
N/A


OTHER PROVISIONS: See
attached RIDER



 2
 






 



 


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 the Principal Amount hereof (as defined below) and, if so specified above,
to pay interest thereon from the Issue Date specified above or from the most
recent Interest Payment Date specified above to which interest has been paid or
duly provided for at the rate per annum determined in accordance with the
provisions on the reverse hereof, depending on the Interest Rate Basis
specified above, until the principal hereof is paid or made available for
payment and (to the extent that the payment of such interest shall be legally
enforceable) at such rate per annum on any overdue principal and premium and on
any overdue instalment of interest. Unless otherwise specified above, and
except as provided in Section 9 on the reverse hereof if this Note is a
Dual Currency Note (as hereinafter defined), payments of principal, premium, if
any, and interest 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. The “Principal
Amount” of this Note at any time means (i) if this Note is an OID Note,
the Amortized Face Amount at such time as described in Section 8 on the
reverse hereof and (ii) in all other cases, the Face Amount hereof.


If this Note is subject to an Annual Percentage
Reduction as specified above, the Redemption Price shall initially be the
Initial Redemption Percentage of the Principal Amount of this Note on the
Initial Redemption Date and shall decline at each anniversary of the Initial
Redemption Date (each such date, a “Redemption Date”) by the Annual Percentage
Reduction of such Principal Amount until the Redemption Price is 100% of such
Principal Amount.


In the event of any optional redemption by the
Company, any repayment at the option of the Holder, acceleration of the
maturity of this Note or other prepayment of this Note prior to the Maturity
Date specified, the term “Maturity” when used herein shall refer, where
applicable, to the date of redemption, repayment, acceleration or other
prepayment of this Note.



 3
 






 



 


An “OID Note” is any Note (a) that has been
issued at an Issue Price lower, by more than a de minimis amount (as determined
under United States federal income tax rules applicable to original issue
discount), than the Face Amount thereof and (b) any other Note that for United
States federal income tax purposes would be considered an original issue
discount instrument.


Except as provided in the following paragraph, the
Company will pay interest on each Interest Payment Date specified above,
commencing with the first Interest Payment Date next succeeding the Issue Date,
and at Maturity; provided that any payment of principal, premium, if any, or
interest to be made on any Interest Payment Date or on a date of Maturity that
is not a Business Day shall be made on the next succeeding Business Day with
the same force and effect as if made on such Interest Payment Date or such date
of Maturity, as the case may be, and additional interest shall accrue as a
result of such delayed payment up to, but excluding, the date of Maturity, except
that if this Note is a LIBOR Note or a EURIBOR Note (as defined in Section 3
on the reverse hereof) and such next succeeding Business Day falls in the next
calendar month, such payment shall be made on the preceding day that is a
Business Day. The term “Business Day” means any day, that is not a Saturday or
Sunday, and that is not a day on which banking institutions in New York City
are generally authorized or obligated by law or executive order to be closed;
for LIBOR notes only, is also a London Business Day; for notes having a
specified currency other than U.S. dollars only, other than notes denominated
in Euros, is also not a day on which banking institutions in the principal
financial center (as defined below) of the country of the specified currency
generally are authorized or obligated by law or executive order to close; and
for EURIBOR notes, notes denominated in Euros or LIBOR notes for which the
index currency is Euros only, is also a Euro business day. A principal
financial center means 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. A “London Business Day” means any day that is
not a Saturday or Sunday and on which dealings in deposits in U.S. dollars are
transacted, or with respect to any future date are expected to be transacted,
in the London interbank market and a “Euro Business Day” means any day that is
not a Saturday or Sunday on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer System is open. Unless otherwise specified above,
the interest payable on each Interest Payment Date or at Maturity will be the
amount of interest accrued from and including the Issue Date or from and
including the last Interest Payment Date to which interest has been paid, as
the case may be, to, but excluding, such Interest Payment Date or the date of
Maturity, as the case may be; provided, however, that if interest on this Note
is reset daily or weekly, interest payable on each Interest Payment Date will
be the amount of interest accrued from and including the Issue Date or from and
excluding the last date to which interest has been paid, as the case may be,
to, and including, the date 15 calendar days prior to such Interest Payment
Date (“Regular Record Date”) immediately preceding such Interest Payment Date,
except that at Maturity the interest payable will include interest accrued to,
but excluding, the date of Maturity.


Unless otherwise specified above, the interest payable
on any Interest 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 next
preceding such Interest Payment Date; provided that, notwithstanding any
provision of the Indenture to the contrary, interest payable on any date of
Maturity shall be 



 4
 






 



 


payable to the Person to whom principal 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 Interest
Payment Date relating to such Regular Record Date, interest for the period
beginning on the Issue Date and ending on such Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular Record Date.


Unless otherwise indicated above, each Holder shall
receive interest payments in immediately available funds by check mailed to
such Holder or by wire transfer, but only if complete and appropriate
instructions have been received in writing by the Trustee (or any such Paying Agent)
on or prior to the applicable Regular Record Date. Simultaneously with any
election by the Holder hereof to receive payments in respect hereof in a
Foreign Currency, such Holder may, if so entitled (as provided above), elect to
receive such payments in immediately available funds by providing complete and
appropriate instructions to the Trustee (or any such Paying Agent), and all
such payments will be made in immediately available funds to an account
maintained by the payee with a bank located outside the United States or as
otherwise provided above.


Unless otherwise indicated above, and except as
provided below if this Note is a Global Security, payments of principal,
premium, if any, and interest payable at Maturity will be made in immediately
available funds (unless otherwise indicated above, payable to an account at a
bank located outside the United States if payable in a Foreign Currency) 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 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.


Unless otherwise specified above, if this Note is a
Global Security, payments of interest hereon (other than at Maturity) will be
made in same-day funds in accordance with existing arrangements between the
Trustee (or any duly appointed Paying Agent) and the Depository. Unless
otherwise specified above, if this Note is a Global Security, any principal,
premium and/or interest payable hereon at Maturity will be paid by wire
transfer in immediately available funds to an account specified by the
Depository (which account, unless otherwise provided above, will be at a bank
located outside the United States if payable in a Foreign Currency).


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.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS 



 5
 






 



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.


IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has
caused this instrument to be signed by its Chairman of the Board, its
President, 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 24, 2006

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
  CITIBANK, N.A.

  	
   

  
	
     as
  Trustee

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 


 



 6














 


 


[REVERSE OF NOTE]


LEHMAN BROTHERS HOLDINGS INC.

MEDIUM-TERM NOTES, SERIES H

(Floating Rate)


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 (Floating Rate) of the Company (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 repayment 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 interest on this
Note, if denominated in a Foreign Currency, in U.S. dollars, the Exchange Rate
Agent specified on the face hereof 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 such 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 such Exchange Rate Agent is an affiliate of the
Issuer) 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 hereof, 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 



 7
 






 



 


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 hereof. 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 hereof). 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 any redenomination of any
component currency of any composite currency (unless such composite currency is
itself officially redenominated).


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.


Section 3. Determination
of Interest Rate. For the period from the Issue Date to the first
Interest Reset Date set forth on the face hereof, the interest rate hereon
shall be the 



 8
 






 



 


Initial Interest Rate specified on the face hereof.
Thereafter, the interest rate hereon will be reset on each Interest Reset Date;
provided, however, that the interest rate in effect for the ten days
immediately prior to Maturity will be that in effect on the tenth day preceding
such Maturity. If any Interest Reset Date would otherwise be a day that is not
a Business Day, the Interest Reset Date shall be the next day that is a
Business Day. If this Note is a (1) LIBOR Note and an Interest Reset Date
would otherwise be a day that is not a London Business Day, the Interest Reset
Date shall be the next day that is a London Business Day or (2) EURIBOR
Note and an Interest Reset Date would otherwise be a day that is not a Euro
Business Day, the Interest Reset Date shall be the next day that is a Euro
Business Day; provided that, if this Note is a LIBOR Note or a EURIBOR Note and
such Business Day is in the next succeeding calendar month, the Interest Reset
Date shall be the immediately preceding London Business Day, in the case of a
LIBOR Note, or Euro Business Day, in the case of a EURIBOR Note. If this Note
is a Treasury Rate Note (as defined below) and an auction date for Treasury
bills shall fall on any Reset Date, then such Interest Reset Date shall instead
be the first Business Day immediately following such auction date. Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date, the rate of interest on this Note on and after the first Interest
Reset Date shall be the rate determined in accordance with the provisions of
the heading below which has been designated as the Interest Rate Basis on the
face hereof plus or minus the Spread, if any, specified on the face hereof or
multiplied by the Spread Multiplier, if any, specified on the face hereof.


Commercial Paper Rate
Notes


If the Interest Rate Basis is the Commercial Paper
Rate, this Note is a “Commercial Paper Rate Note.” A Commercial Paper Rate Note
will bear interest at the interest rate calculated with reference to the
Commercial Paper Rate and the Spread and/or Spread Multiplier and will be subject
to the minimum interest rate and the maximum interest rate, if any. Unless
otherwise specified on the face hereof, “Commercial Paper Rate” means, with
respect to any Interest Determination Date, the Money Market Yield (calculated
as described below) of the rate on that date for commercial paper having the
applicable Index Maturity as such rate is published in the publication entitled
“Statistical Release H.15(519), Selected Interest Rates,” or any successor
publication, published by the Board of Governors of the Federal Reserve System
(“H.15(519)”) under the heading “Commercial Paper—Nonfinancial”. If such rate
is not published by 3:00 P.M., New York City time, on the Calculation Date
(as defined below) pertaining to such Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper having the applicable Index
Maturity as published in the daily update of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov/releases/H15/update, or
any successor site or publication (“H.15 Daily Update”) or another recognized
electronic source used for displaying this rate, under the Leading “Commercial
Paper—Nonfinancial”. If such rate is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City
time, on such Calculation Date, then the Commercial Paper Rate for such
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 A.M. New York City time, on such Interest Determination Date of
three leading dealers of commercial paper in New York City selected by the
Calculation Agent after consultation with the Company for commercial paper
having the applicable Index Maturity, placed for industrial issuers whose bond 



 9
 






 



 


rating is “AA”, or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate for the applicable period will be the
Commercial Paper Rate in effect on such Interest Determination Date. If there was no Commercial Paper Rate in
effect on such Interest Determination Date, the Commercial Paper Rate will be
the initial interest rate.


“Money Market Yield” shall be a yield calculated in
accordance with the following formula:




	
  Money Market Yield =

  	
   

  	
  D x 360


  


  360 – (D X M)

  	
   

  	
  x
  100

  






 


where “D” refers to the per annum rate for the
commercial paper, quoted on a bank discount basis expressed as a decimal; and “M”
refers to the actual number of days in the interest period for which interest
is being calculated.


Federal Funds (Effective)
Rate Notes


If the Interest Rate Basis is the Federal Funds
(Effective) Rate, this Note is a “Federal Funds (Effective) Rate Note.” A
Federal Funds (Effective) Rate Note will bear interest at the interest rate
calculated with reference to the Federal Funds (Effective) Rate and the Spread
and/or Spread Multiplier and will be subject to the minimum interest rate or
the maximum interest rate, if any. Unless otherwise specified on the face
hereof, “Federal Funds (Effective) Rate” means, with respect to any Interest
Determination Date, the rate on that day for Federal Funds as published in
H.15(519) under the heading “Federal Funds (Effective),” as displayed on
Moneyline Telerate on page 120, or any successor service or page (“Telerate
Page 120”) or, if not so published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the
Federal Funds (Effective) Rate will be the rate on such Interest Determination
Date as published in the H.15 Daily Update, or another recognized electronic
source used for displaying this rate under the heading “Federal Funds
(Effective).” If such rate is not yet published in H.15(519), H.15 Daily
Update, or another recognized electronic source, by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest determination
Date, then the Federal Funds (Effective) Rate for such Interest Determination
Date will be calculated by the Calculation Agent and will be the arithmetic
mean of the rates as of 11:00 A.M., New York City time, on such Interest
Determination Date for the last transactions in overnight Federal Funds
arranged by three leading brokers of Federal Funds transactions in New York
City selected by the Calculation Agent after consultation with the Company;
provided, however, that if the brokers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds
(Effective) Rate for the applicable period will be the Federal Funds Effective
Rate in effect on such Interest Determination Date. If there was no Federal Funds (Effective) Rate in effect on such Interest
Determination Date, the Federal Funds (Effective) Rate will be the initial
interest rate.



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Federal Funds (Open) Rate
Notes


If the Interest Rate Basis is the Federal Funds (Open)
Rate, this Note is a “Federal Funds (Open) Rate Note.” A Federal Funds (Open)
Rate Note will bear interest at the interest rate calculated with reference to
the Federal Funds (Open) Rate and the Spread and/or Spread Multiplier and will
be subject to the minimum interest rate or the maximum interest rate, if any.
Unless otherwise specified on the face hereof, “Federal Funds (Open) Rate”
means, with respect to any Interest Determination Date, the rate on that day
for Federal Funds as published in H.15(519) under the heading “Federal Funds”
and opposite the caption “Open” as displayed on Moneyline Telerate on page 5,
or any successor service or page (“Telerate Page 5”), or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds (Open) Rate
will be the rate on such Interest Determination Date as reported by Prebon
Yamane (or successor) on Bloomberg that appears on FEDSPREB Index (“FEDSREB”).
If such rate is not yet published in either Telerate Page 5 or FEDSPREB by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest determination Date, then the Federal Funds (Open) Rate for such
Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates before 9:00 A.M., New York City
time, on such Interest Determination Date for the last transaction in overnight
Federal Funds arranged by three brokers of Federal Funds transactions in New
York City selected by the Calculation Agent after consultation with the
Company; provided, however, that if fewer than three brokers are selected as
mentioned in this sentence by the Calculation Agent, the Federal Funds (Open)
Rate for the applicable period will be the Federal Funds (Open) Rate in effect
on such Interest Determination Date. If
there was no Federal Funds (Open)
Rate in effect on such Interest Determination Date, the Federal Funds (Open) Rate will be the Federal Funds (Open) Rate will be the initial interest rate.


CD Rate Notes


If the Interest Rate Basis is the CD Rate, this Note
is a “CD Rate Note.” A CD Rate Note will bear interest at the interest rate
calculated with reference to the CD Rate and the Spread and/or Spread
Multiplier and will be subject to the minimum interest rate or the maximum
interest rate, if any. Unless otherwise specified on the face hereof, “CD Rate”
means, with respect to any Interest Determination Date, the rate on such date
for negotiable certificates of deposit having the applicable Index Maturity as
published in H.15(519) under the heading “CDs (Secondary Market)” or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate on
such Interest Determination Date for negotiable certificates of deposit of the
applicable Index Maturity as published in the H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying this rate,
under the heading “CDs (Secondary Market)”. If such rate is not yet published
in H.15(519), the H.15 Daily Update or another recognized electronic source by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate
for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such Interest Determination Date, of
three leading nonbank dealers in negotiable U.S. dollar certificates of deposit
in New York City selected by the Calculation Agent after consultation with the
Company for negotiable certificates of deposit of major United States money
center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity 



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closest to the applicable Index Maturity in a
denomination that is representative for a single transaction in that market at
that time; provided, however, that if the dealers mentioned in this sentence by
the Calculation Agent are not quoting as mentioned in this sentence, the CD
Rate for the applicable period will be the CD Rate in effect on such Interest
Determination Date. If there was no CD
Rate in effect on such Interest Determination Date, the CD Rate will be the
initial interest rate.


LIBOR Notes


If the Interest Rate Basis is LIBOR, this Note is a “LIBOR
Note.” A LIBOR Note will bear interest at the interest rate calculated with
reference to LIBOR and the Spread and/or Spread Multiplier and will be subject
to the minimum interest rate and maximum interest rate, if any. Unless
otherwise indicated on the face hereof, “LIBOR” means the rate determined by
the Calculation Agent as follows:


(a)  With respect to an Interest Determination Date, LIBOR
will be, as specified on the face hereof, either (i) the arithmetic mean
of the offered rates for deposits in U.S. dollars or the applicable Foreign
Currency specified on the face hereof for the period (commencing on the
Interest Reset Date) of the applicable Index Maturity which appears on the
display designated as page “LIBO” on the Reuters Monitor Money Rates
Service, or any successor service or page for the purpose of displaying
London interbank offered rates of major banks (the “Reuters Screen LIBO Page”),
at approximately 11:00 A.M., London time, on such Interest Determination
Date, if at least two such offered rates appear on the Reuters Screen LIBO Page (“LIBOR
Reuters”)
(unless Reuters Screen LIBO Page by its terms provides only for a single
rate, in which case such single rate shall be used), or (ii) the
offered rate for deposits in U.S. dollars or the applicable Foreign Currency
specified on the face hereof for the period (commencing on the Interest Reset
Date) of the applicable Index Maturity which appears on Telerate Page 3750
(as defined below), as applicable, at approximately 11:00 A.M., London
time, on such Interest Determination Date (“LIBOR Telerate”). If neither LIBOR
Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR will be
determined as if LIBOR Telerate had been specified.


(b)  With respect to an Interest Determination Date on which
no rate appears on the Reuters Screen LIBO Page or the Telerate Page 3750,
as applicable, as specified in (a)(i) or (a)(ii) above, as
applicable, the Calculation Agent will request the principal London office of
each of four major banks in the London interbank market, as selected by the
Calculation Agent after consultation with the Company, to provide the
Calculation Agent with its offered quotation for deposits in the applicable
currency for the period (commencing on the Interest Reset Date) of the
applicable Index Maturity to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such Interest Determination Date
in a principal amount that is representative of a single transaction in such
market at such Interest Determination Date. If two or more quotations are
provided on such Interest Denomination Date, LIBOR in respect of such Interest
Determination Date will be the arithmetic mean of such quotations. If fewer
than two such quotations are provided, LIBOR in respect of such Interest
Determination Date will be the arithmetic mean of the rates quoted on such
Interest Determination Date by three leading European banks selected by the
Calculation Agent after consultation with the Company for loans in the
applicable currency to leading European banks, for the period (commencing on
the Interest Reset Date) of the applicable Index Maturity in a principal amount
that is representative of a 



 12
 






 



 


single
transaction in such market at such time, provided, however, that if the
European banks selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, LIBOR for the applicable period will be LIBOR as
in effect on such Interest Determination Date. If there was no LIBOR Rate in effect on
such Interest Determination Date, the LIBOR Rate will be the initial interest
rate. If the specified index
currency on such Interest Determination Date is the U.S. dollar, the applicable
principal financial center will be New York City and the approximate time for
which quotes for loans in U.S. dollars would be requested from New York City
banks will be 3:00 p.m., New York City time.


The term “Telerate Page 3750” means the display
designated as page “3750” on the Telerate Service, or such other service
or services as may be nominated by the British Bankers’ Association for the
purpose of displaying London interbank offered rates for deposits in U.S.
Dollars, British Pounds Sterling, Swiss Francs, Japanese Yen and Euros.


EURIBOR Notes


If the Interest Rate Basis is EURIBOR, this Note is a “EURIBOR
Note.” A EURIBOR Note will bear interest at the interest rate calculated with
reference to EURIBOR and the Spread and/or Spread Multiplier and will be
subject to the minimum interest rate or maximum interest rate, if any. Unless
otherwise indicated on the face hereof, “EURIBOR” means the rate determined by
the Calculation Agent as follows:


(a)  With respect to an Interest Determination
Date, EURIBOR means the offered rate for deposits in Euros (commencing on the
Interest Reset Date) of the applicable Index Maturity as sponsored, calculated
and published jointly by the European Banking Federation and ACI—the Financial
Market Association or any company established by them for purposes of
establishing those rates having the Index Maturity which appears on the
Moneyline Telerate on page 248 or any successor service use for the
purpose of displaying this rate (“Telerate Page 248”) on such Interest
Determination Date (“EURIBOR Telerate”). If EURIBOR Telerate is not specified
on the face hereof, EURIBOR will be determined as if EURIBOR Telerate had been
specified.


(b)  If such rate is not displayed on Telerate Page 248
as of 11:00 A.M., Brussels time, on the Calculation Date pertaining to
such Interest determination Date, then EURIBOR for such Interest Determination
Date will be determined on the basis of the rates, at approximately 11:00 A.M.,
Brussels time, at which Euro deposits having the relevant Index Maturity,
beginning on the relevant interest reset date, and in an amount representative
of a single transaction in Euros in such market are offered to prime banks in
the euro-zone interbank market by the principal London offices of each of four
major banks in that market selected by the Calculation Agent. The Calculation
Agent will request the principal euro-zone office of each of these banks
provide their offered quotations. If at least two quotations are provided,
EURIBOR for such Interest Determination Date will be the arithmetic mean of the
quotations as aforesaid. If fewer than two quotations are provided as aforesaid
by the Calculation Agent, EURIBOR in respect of such Interest Determination
Date will be the arithmetic mean of the rates quoted for the leading euro-zone
banks quoted at approximately 11:00 A.M., Brussels time on such Interest
Determination Date, by three major banks in the euro-zone selected by the
Calculation Agent for loans in Euros in a principal amount that is
representative of a single transaction in Euros in such 



 13
 






 



 


market. If fewer than three banks are selected as
aforesaid by the Calculation Agent, EURIBOR for the applicable period will be
EURIBOR in effect on such Interest Determination Date. If there was no EURIBOR Rate in effect on such Interest Determination
Date, the EURIBOR Rate will be the initial interest rate.


Prime Rate Notes


If the Interest Rate Basis is the Prime Rate, this
Note is a “Prime Rate Note.” A Prime Rate Note will bear interest at the
interest rate calculated with reference to the Prime Rate and the Spread and/or
Spread Multiplier and will be subject to the minimum interest rate and the
maximum interest rate, if any. Unless otherwise specified on the face hereof, “Prime
Rate” means, with respect to any Interest Determination Date, the rate on that
day as published in H.15(519) under the heading “Bank Prime Loan” or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Prime Rate will be the rate
on that day as published in the H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying this rate, under the
heading “Bank Prime Loan.”  If such rate is not yet published in H.15(519),
the H.15 Daily Update or another recognized electronic source by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Rate, the rate will be determined by the Calculation Agent
and will be the arithmetic mean of the rates of interest publicly announced by
each bank named on the display designated on the Reuters Screen US PRIME1 Page as
each such bank’s prime rate or base lending rate for such Interest
Determination Date, or such other page as may replace such page on
the service for the purpose of displaying prime rates or base lending rates of
major United States banks (the “US PRIME1 Page”), as such bank’s prime rate or
base lending rate as in effect for such Interest Determination Date. If fewer
than four such rates but more than one such rate appear on the US PRIME1 Page for
such Interest Determination Date, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the Prime Rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on such Interest Determination Date by three major banks in
New York City selected by the Calculation Agent after consultation with the
Company; provided, however, that if the banks or trust companies selected as
aforesaid are not quoting as mentioned in this sentence, the Prime Rate for the
applicable period will be the Prime Rate in effect on such Interest
Determination Date. If there was no
Prime Rate in effect on such Interest Determination Date, the Prime Rate will
be the initial interest rate.


Treasury Rate Notes


If the Interest Rate Basis is the Treasury Rate, this
Note is a “Treasury Rate Note.” A Treasury Rate Note will bear interest at the
interest rate calculated with reference to the Treasury Rate and the Spread
and/or Spread Multiplier and will be subject to the minimum interest rate and
the maximum interest rate, if any. Unless otherwise specified on the face
hereof “Treasury Rate” means, with respect to any Interest Determination Date,
the rate for the auction held on such Interest Determination Date of U.S.
Treasury Securities (“Treasury securities”) having the applicable Index
Maturity as it appears on the display on Moneyline Telerate page 56 or 57,
or any successor page or service, under the heading “Investment Rate” or,
if not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the auction average rate
for U.S. Treasury Securities (expressed as a bond 



 14
 






 



 


equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) as otherwise announced by the
United States Department of the Treasury. In the event that the results of the
auction of Treasury securities having the applicable Index Maturity are not
published or reported as provided by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be the Index Maturity as published in H.15(519)
under the heading “U.S. Government Securities—Treasury Bills (Secondary Market)” or, if such rate is not yet published, in
H.15(519) by 3:00 P.M., New York City time, on the Calculation Date, then
the Treasury Rate shall be the Index Maturity as published in H.15 Daily
Update, or other recognized electronic source used for the purpose of
displaying such rate, under the caption “U.S. Government Securities—Treasury
Bills (Secondary Market).”  If
such Index Maturity is not published in H.15(519), H.15 Daily Update or another
recognized electronic source on the Calculation Date pertaining to such
Interest Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on such Interest
Determination Date, of three primary United States government securities
dealers selected by the Calculation Agent after consultation with the Company
for the issue of Treasury securities with a remaining maturity closest to the
applicable Index Maturity (expressed as
a bond equivalent, on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis); provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate for the applicable period will be the Treasury
Rate in effect on such Interest Determination Date. If there was no Treasury Rate in effect on such Interest Determination
Date, the Treasury Rate will be the initial interest rate.


Constant Maturity
Treasury Rate Notes


If the Interest Rate Basis is the Constant Maturity
Treasury Rate, this Note is a “Constant Maturity Treasury Rate Note.” A
Constant Maturity Treasury Rate Note will bear interest at the interest rate
calculated with reference to the Constant Maturity Treasury Rate (“CMT Rate”)
and the Spread and/or Spread Multiplier and will be subject to the minimum
interest rate and the maximum interest rate, if any. Unless otherwise specified
on the face hereof CMT Rate means, with respect to any Interest Determination
Date, the rate for the applicable Index Maturity specified under the caption “Treasury
Constant Maturities” on the “Designated Constant Maturity Treasury page” (as
defined below) for (1) such Interest Determination Date (if the Designated
Constant Maturity Treasury page is 7051) or (2) the week, or the
month, as set forth on the face hereof, ended immediately preceding the week or
month in which the applicable Calculation Date pertaining to such Interest
Determination Date occurs (if the Constant Maturity Treasury is 7052). If the
CMT Rate is not published as described above by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
then the CMT Rate shall be the Treasury Constant Maturity rate as published in
H.15(519). If such Treasury Constant Maturity rate is not published in
H.15(519) as provided by 3:00 P.M., New York City time, on such
Calculation Date the CMT Rate will be the Treasury Constant Maturity rate for
the Index Maturity (or other United States Treasury Rate for the specified
Index Maturity) for such Interest Determination Date published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines is comparable to the rate
formerly displayed on the Designated Constant Maturity Treasury page and
published in the relevant H.15(519). If the above information is not available
by 3:00 P.M., New York City time, the CMT Rate will be calculated as a
yield to maturity of the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 p.m., 



 15
 






 



 


New York City time, on such Interest Determination
Date reported, according to their written records, by three primary U.S.
government securities dealers in New York City (“Primary Dealers”). The three
Primary Dealers will be selected from five Primary Dealers selected by the
Calculation Agent by eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest), for the most recently issued direct noncallable
fixed rate U.S. Treasury securities with an original maturity of approximately
the specified Index Maturity and a remaining term to maturity of not less than
such specified index maturity minus one year. If the Calculation Agent cannot
obtain three quotations as described above on the Calculation Date pertaining
to such Interest Determination Date, the CMT Rate will be the yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the applicable interest
determination date of three Primary Dealers selected as described above for
U.S. treasury securities with an original maturity of the number of years that
is closest to but not less than the Index Maturity and a remaining term to
maturity closest to the Index Maturity and in an amount of at least $100
million. If two of the aforesaid U.S. treasury securities have remaining terms
to maturity equally close to the Index Maturity, the quotes for the U.S.
Treasury security with the shorter remaining term to maturity will be used on
the Calculation Date pertaining to such Interest Determination Date. If fewer
than five but more than two Primary Dealers are quoting as described above,
then the CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor lowest of those quotes will be eliminated.
If fewer than three primary dealers are quoting as described above, then the
CMT Rate for the new interest rate period will be the same as that for the
immediately preceding interest reset period. If there was no CMT Rate in effect on such Interest Determination Date,
the CMT Rate will be the initial interest rate.


“Designated Constant Maturity Treasury page” means the
display on Moneyline Telerate on the page designated on the face hereof,
or any successor service or page for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If that page is not
specified on the face hereof, the designated Constant Maturity Treasury page will
be 7052, for the most recent week.


If no index maturity is specified on the face hereof,
the index maturity will be 2 years.


Eleventh
District Cost of Funds Rate Note


If the Interest Rate Basis is the Eleventh District
Cost of Funds Rate, this Note is an “Eleventh District Cost of Funds Rate Note.”
An Eleventh District Cost of Funds Rate Note will bear interest at the interest
rate calculated with reference to the Eleventh District Cost of Funds Rate and
the Spread and/or Spread Multiplier and will be subject to the minimum interest
rate or the maximum interest rate, if any. Unless otherwise specified on the
face hereof, “Eleventh District Cost of Funds Rate” means, with respect to any
Interest Determination Date, the rate equal to the monthly weighted average
cost of funds for the calendar month preceding such Interest Determination Date
as displayed under the caption “Eleventh District” on Moneyline Telerate page 7058
or any successor service or page, for the purpose of displaying the monthly
weighted average cost of funds paid by member institutions of the Eleventh
Federal 



 16
 






 



 


Home Loan Bank District (“Telerate Page 7058”)
or, if not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Eleventh
District Cost of Funds Rate will be such rate for the prior Interest Reset
Period. If there was no prior interest period, the Eleventh District Cost of
Funds Rate Index will be the initial interest rate.


The “Eleventh District Cost of Funds Rate Index” will
be the monthly weighted average cost of funds paid by member institutions of
the Eleventh Federal Home Loan Bank District that the Federal Home Loan Bank of
San Francisco most recently announced as the cost of funds for the calendar
month preceding the date of the announcement.


The term “Calculation Date”, for an interest
determination date, means the earlier of (1) the tenth Business Day after
the related Interest Determination Date, or if any such day is not a Business
day, the next Business Day and (2) the Business Day preceding the
applicable interest payment date or the stated maturity, unless otherwise
specified on the face hereof.


Notwithstanding the foregoing, the Interest rate
hereof shall not be greater than the Maximum Interest Rate, if any, or less
than the Minimum Interest Rate, if any, shown on the face hereof. The interest
rate on this Note will in no event be higher than the maximum rate permitted by
New York law as the same may be modified by United States law of general
applicability.


The Calculation Agent will, upon the request of the
Holder of this Note, provide the interest rate then in effect and, if
determined, the interest rate which will become effective as a result of a
determination made on the most recent Interest Determination Date with respect
to this Note.


Unless otherwise specified on the face hereof, the
Interest Determination Date pertaining to an Interest Reset Date will be (a) the
first day preceding such Interest Reset Date for a Prime Rate Note, Federal
Funds (Open) Rate Note and Federal Funds (Effective) Rate Note and (b) the
second Business Day preceding such Interest Reset Date for a Constant Maturity
Treasury Rate Note, Commercial Paper Rate Note and CD Rate Note. Unless
otherwise specified on the face hereof, the Interest Determination Date
relating to a particular Interest Reset Date for an Eleventh District Cost of
Funds Rate Note will be the last working day, in the first calendar month
before that interest reset date, on which the Federal Home Loan Bank of San
Francisco publishes the monthly average cost of funds paid by member
institutions of the Eleventh Federal Home Loan Bank District for the second
calendar month before that Interest Reset Date. Unless otherwise specified on
the face hereof, the Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note will be the second London Business Day preceding
such Interest Reset Date. Unless otherwise specified on the face hereof, the
Interest Determination Date pertaining to an Interest Reset Date for a EURIBOR
Note will be the second Euro Business Day preceding such Interest Reset Date. Unless
otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date for a Treasury Rate Note will be the day
of the week in which such Interest Reset Date falls on which Treasury bills of
the applicable Index Maturity would normally be auctioned. Treasury bills are
usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as 



 17
 






 



 


the result of a legal holiday, an auction is so held
on the preceding Friday, such Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week.


Accrued interest from the Issue Date or from the last
date to which interest has been paid shall be calculated by multiplying the
face amount of this Note by an accrued interest factor. This accrued interest
factor shall be computed by adding the interest factors calculated for each day
from the Issue Date or from the last date to which interest has been paid, to
the date for which accrued interest is being calculated. The interest factor
for each such day is computed by dividing the interest rate applicable to such
date by 360, in the case of Commercial Paper Rate Notes, Federal Funds
(Effective) Rate Notes, Federal Funds (Open) Rate, CD Rate Notes, LIBOR Notes,
EURIBOR Notes, Prime Rate Notes or Eleventh District Cost of Funds Rate Notes,
or by the actual number of days in the year, in the case of Treasury Rate
Notes. The interest rate applicable to any day that is an Interest Reset Date
is the interest rate as determined, in accordance with the procedures set forth
above, with respect to the Interest Determination Date pertaining to such
Interest Reset Date. The interest rate applicable to any other day is the
interest rate for the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate).


Unless otherwise specified on the face hereof, all
percentages resulting from any calculation of the rate of interest on this Note
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percent (.0000001), with five one-millionths of a percentage point rounded
upward, and all currency amounts used in or resulting from such calculation
will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths of a unit being rounded upwards).


Section 4. Redemption. If
so specified on the face hereof, 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 hereof at either a price based on a
constant percentage of the Principal Amount of this Note as specified on the
face hereof or at prices declining from the premium specified on the face
hereof, if any, to 100% of the Principal Amount hereof, together, in each case,
with accrued interest to 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 of such redemption at least 30 but not more than 60 days 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 hereof,
if less than all of the Notes with like tenor and terms to this Note are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.


Section 5. Sinking
Funds and Amortizing Notes. Unless otherwise specified on the face
hereof this Note will not be subject to any sinking fund.


Section 6. Optional
Repayment. If so specified on the face hereof, this Note will be
repayable prior to the Maturity Date at the option of the Holder on the
Optional Repayment Dates specified on the face hereof at the Optional Repayment
Prices specified on the face hereof, 



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together with accrued interest to the applicable
Optional Repayment Date. Unless otherwise specified on the face hereof, in
order for this Note to be so repaid, the Company must receive, at least 30 but
not more than 45 days prior to an Optional Repayment Date, either (i) this
Note with the form below entitled “Option to Elect Repayment” duly completed or
(ii) a telegram, telex, facsimile transmission 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 Face Amount hereof, the Face
Amount 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 repayment is
being exercised thereby and a guarantee that this Note with the form below
entitled “Option to Elect Repayment” duly completed will be received by the
Paying Agent not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter and this Note and form duly completed
are received by the Paying Agent by such fifth Business Day. Exercise of this
repayment option shall be irrevocable, except as otherwise provided under Section 7
or Section 10. The repayment option may be exercised by the Holder of this
Note with respect to less than the Face Amount then outstanding provided that
the Face Amount of the Note remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment this Note shall be
cancelled and a new Note or Notes for the remaining Face Amount hereof shall be
issued in the name of the Holder of this Note.


Section 7. Optional
Interest Reset or Spread Multiplier Rese. If so specified on the face
hereof, the Spread and/or Spread Multiplier, if any, set forth on the face
hereof may be reset at the option of the Company, in the manner set forth below
(unless otherwise specified on the face hereof), on the Optional Reset Date or
Optional Reset Dates specified on the face hereof. 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 Spread and/or Spread Multiplier, (ii) such
new Spread and/or Spread Multiplier and (iii) the 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 Maturity
Date of this Note (each such period a “Subsequent Interest 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 Interest
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 Spread and/or Spread Multiplier 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
Spread or Spread Multiplier provided for in the Reset Notice and establish the
Spread and/or Spread Multiplier that is higher than the interest rate provided
for in the Reset Notice for the Subsequent Interest Period commencing on such
Optional Reset Date by causing the Trustee to mail by first-class mail notice
of such higher Spread or Spread Multiplier 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 with 



 19
 






 



 


respect to which the Spread and/or Spread Multiplier
is reset on an Optional Reset Date will bear such higher Spread and/or Spread
Multiplier for the Subsequent Interest Period.


If the Company elects to reset the Spread and/or
Spread Multiplier of this Note, the Holder of this Note will have the option to
elect repayment by the Company of this Note, or any portion hereof, on any
Optional Reset Date at a price calculated with reference to the Face Amount
hereof to be repaid, plus any interest accrued to, such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth above in Section 6 for optional repayment 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 repayment pursuant to the Reset Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
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. OID
Notes. If this Note is an OID Note, unless otherwise specified on the
face hereof, the amount payable in the event of redemption by the Company,
repayment at the option of the Holder or acceleration of Maturity shall be the
Amortized Face Amount of this Note as of the date of such redemption, repayment
or acceleration rather than the Face Amount hereof. The “Amortized Face Amount”
of this Note shall be the amount equal to (a) the Issue Price (as set
forth on the face hereof) plus (b) that portion of the difference between
the Issue Price and the Face Amount hereof that has accrued at the Yield to
Maturity set forth on the face hereof (computed in accordance with generally
accepted United States bond yield computation principles) at the date as of
which the Amortized Face Amount is calculated, but in no event shall the
Amortized Face Amount of this Note exceed the Face Amount.


Section 9. Dual
Currency Notes. If it is specified on the face hereof 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 hereof in whole, but not
in part, with respect to all Dual Currency Notes issued on the same day and
having the same terms as this Note (this “Tranche”), of thereafter making all
payments of principal, premium, if any, and interest (which payments would
otherwise be made in the Specified Currency of such Notes) in the Optional
Payment Currency specified on the face hereof. 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 hereof.


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 Tranche a notice
of such election within five Business Days of the Option Election Date which
shall state (i) the first date, whether an Interest Payment Date and/or
the 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.



 20














 


 


If this Note is a Dual Currency Note, unless otherwise
specified on the face hereof and notwithstanding any prior election made by the
Company, the amount payable hereon in the event of any optional redemption by
the Company, any repayment at the option of the Holder, any acceleration of the
Maturity of this Note or other prepayment of this Note prior to the Maturity
Date shall be an amount equal to the Principal Amount hereof otherwise due and
payable plus accrued interest to but excluding the date of redemption,
repayment, acceleration or other prepayment minus the Total Option Value
multiplied by a fraction, the numerator of which is the Principal Amount hereof
and the denominator of which is the aggregate Principal Amount of all Dual
Currency Notes of this Tranche. 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
hereof.


The term “Total Option Value” means, 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
Interest Payment Dates occurring after the date of calculation up to and
including the Maturity Date. The term “Option Value” means, with respect to an
Interest Payment Date or the 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
Interest Payment Date or Maturity Date to purchase for value on such Interest
Payment Date or Maturity Date from such reference banks (A) the aggregate
amount of the Specified Currency due on such Interest Payment Date or Maturity
Date with respect to all of the Dual Currency Notes of this Tranche 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.


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. If it is specified on the face hereof that this Note is an
Extension of Maturity Note, the Company has the option to extend the Maturity
Date hereof for the number of Extension Periods set forth on the face hereof,
each of which Extension Periods shall be a period of from one to five whole
years. Unless otherwise specified on the face hereof, the following procedures
shall apply if this Note is an Extendible 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
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 Maturity Date, (ii) the new Maturity Date, (iii) the Spread
and/or Spread Multiplier applicable to the Extension Period and


 



 21
 






 



 


(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 during
the Extension Period. Upon the mailing by the Trustee of an Extension Notice to
the Holder, the 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 interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to mail
notice of such higher interest 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 interest rate for the Extension Period, whether or not tendered for
repayment.


If the Company extends the Maturity Date of this Note,
the Holder will have the option to elect repayment by the Company of this Note,
or any portion hereof, on the Original Stated Maturity at a price calculated
with reference to the Face Amount hereof to be repaid plus any accrued interest
to such date. 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
hereof for optional repayment, 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 repayment 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 hereof that this Note is an
Extendible Note, this Note will mature on the Initial Maturity Date specified
on the face hereof (including the RIDER attached hereto) unless the Maturity of
all or any portion of this Note is extended in accordance with the procedures
described below.


On the Interest Payment Date occurring in the sixth
month (unless a different Special Election Interval is specified on the face
hereof) prior to the Initial Maturity Date hereof (the “Initial Maturity
Extension Date”) and on the Interest 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 Maturity of this Note will be extended
to the Interest Payment Date occurring in the twelfth month (or, if a Special
Election Interval is specified on the face hereof, 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 automatic extension of the
Maturity hereof or any portion hereof as described below.


If the Holder elects to terminate the automatic
extension of the Maturity 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 Interest Payment Date


 



 22
 






 



 


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


The Holder may elect to terminate the automatic
extension of the Maturity 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 15 nor more
than 30 days prior to such Maturity Extension Date (unless another period is
specified on the face hereof as the “Special Election Period”). Such election
will be irrevocable and will be binding upon each subsequent Holder of this
Note. An election to terminate the automatic extension of the Maturity of this
Note may be exercised with respect to less than the entire Face Amount hereof
only if so specified on the face hereof and only in such Face Amount, or any
integral multiple in excess thereof, as is specified on the face hereof.
Notwithstanding the foregoing, the Maturity of this Note will not be extended
beyond the Maturity Date specified on the face hereof.


Unless otherwise specified above, any such election to
terminate will be effective only if this Note, with the “Option to Elect
Termination of Automatic Extension” included herein duly executed, is presented
to the Trustee (or any duly appointed Paying Agent) simultaneously with notice
of such election (or, in the event notice of such election, together with a
guarantee of delivery within five Business Days, is transmitted on behalf of
the Holder from a member of a national securities exchange, the National
Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States, within five Business Days of the date of such
notice). 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 face amount of this
Note for which the election to terminate the automatic extension of Maturity
was exercised, with terms identical to those specified herein (except for the
Issue Date and the Initial Interest Rate and except that such Note shall have a
fixed, non- extendable Maturity on the Extended Maturity Date) and (ii) if
such election is made with respect to less than the full Face Amount hereof, a
replacement Renewable Note, in a face amount equal to the Face Amount of this
Note for which no election 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 outstanding under the Indenture have
made a demand, given a notice or waiver or taken any other action, the
outstanding principal amount of this Note will be deemed to be the Principal
Amount, provided, however, if this Note is an OID 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,


 



 23
 






 



 


among
other things, (i) extend the fixed maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon or reduce any premium payable on redemption, or make the
principal thereof, or premium, 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 or the principal of, 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 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.


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 principal of, premium,
if any, and interest, 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. Unless otherwise set forth on the face
hereof, Notes denominated in U.S. dollars will be issued in Face Amount
denominations of U.S. $100,000 and any integral multiple of U.S. $1,000 in
excess thereof. Notes denominated in a Foreign Currency will be issued in the
denomination or denominations set forth on the face hereof. Each Note will be
issued initially as either a Global Security or a Certificated Note, at the
option of the holders thereof, 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 Face Amount of Notes of this series of a different authorized
denomination, except that Global Securities will not be exchangeable for
Certificated Notes.


 



 24
 






 



 


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 authorized in writing, and thereupon one or more new Notes of
this series, of authorized denominations and for the same aggregate Face
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 Securities of such 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 in definitive form in an aggregate Face Amount
equal to the Face Amount hereof.


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. In the event that this Note is an OID Note or a Dual Currency Note,
the amount of principal of this Note that becomes due and payable upon such
acceleration shall be equal to the amount calculated as set forth in Section 8
or Section 9, respectively, hereof. Upon payment (i) of the aggregate
applicable amounts of principal of the Notes of this series so declared due and
payable and (ii) of interest on any overdue principal and overdue interest
(in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company’s obligations in respect of the payment of the
principal of and interest, if any, on the Notes of this series shall terminate.


Section 19. No
Recourse Against Certain Persons. No recourse for the payment of the
principal of, premium, if any, or interest 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


 



 25
 






 



 


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


Section 21. GOVERNING
LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


 



 26














 


 


OPTION TO ELECT REPAYMENT


The undersigned owner of this Note hereby irrevocably
elects to have the Company repay the Face Amount of this Note or portion hereof
below designated at (i) the Optional Repayment Percentage multiplied by
the Principal Amount of this Note to be repaid in respect of such Face Amount
plus accrued interest to the Optional Repayment Date, if this Note is to be
repaid pursuant to the Optional Repayment provision described in Section 5
hereof, or (ii) 100% of the Principal Amount of this Note to be repaid in
respect of such Face Amount plus accrued interest to the Optional Reset Date,
if this Note is to be repaid pursuant to the Optional Interest Reset provision
described in Section 7 hereof or the Extension of Maturity Notes provision
described in Section 10 hereof. Any such election is irrevocable except as
provided in Section 7 or Section 10 hereof.




	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
  Sign exactly as
  name appears on the front of this 

  Note [SIGNATURE GUARANTEED - required 

  only if Notes are to be issued and delivered to other 

  than the registered Holder]

  






 


Face Amount to be                          Fill in for
registration of repaid, if amount to be                    Notes if to be issued
otherwise repaid is less than the                                         than
to the registered Holder: Face Amount of this


Note (Face Amount                          Name:  ___________________________ remaining must be
an                       Address:  ________________________ authorized
denomination)                            
________________________




	
  

  	
   

  	
  (Please print name

  
	
  $

  	
   

  	
   

  	
  and address including

  
	
   

  	
   

  	
  zip code)

  
				






 




	
   

  	
  SOCIAL SECURITY OR OTHER TAXPAYER

  
	
   

  	
  ID NUMBER

  
	
   

  	
   

  
	
   

  	
   

  






 



 27
 






 



 


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 Face 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 are to be issued and delivered to other 

  than the registered Holder]

  






 


Face Amount to be                 Fill in for registration of
terminated, if amount to be                 
Notes if to be issued otherwise terminated is less than the                than to the registered Holder:
Face Amount of this


Note (such Face Amount            Name:  ___________________________ must be an
authorized             Address:  ________________________ denomination)


______________________


 




	
  

  	
   

  	
  (Please print name

  
	
  $

  	
   

  	
   

  	
  and address including

  
	
   

  	
   

  	
  zip code)

  
				






 




	
   

  	
  SOCIAL SECURITY OR OTHER TAXPAYER

  
	
   

  	
  ID NUMBER

  
	
   

  	
   

  
	
   

  	
   

  






 


 


 



 28
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


	
  TEN COM

  	
   

  	
  —

  	
   

  	
  as
  tenants in common

  
	
  TEN
  ENT

  	
   

  	
  —

  	
   

  	
  as
  tenant by the entireties

  
	
  JT
  TEN

  	
   

  	
  —

  	
   

  	
  as
  joint tenants with right of survivorship and not as tenants in common

  
	
  UNIF
  GIFT

  MIN ACT

  	
   

  	
  

  —

  	
   

  	
  



  	
  

  Custodian

  	
  



  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Under
  Uniform Gifts to 

  Minors Act

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
											



 


Additional abbreviations may also be used though not
in the above list.


FOR VALUE
RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


_____________________________________________________
Please print or type name and 

address, including zip code of assignee


_____________________________________________________
the within Note of LEHMAN 

BROTHERS HOLDINGS INC. and all rights thereunder and does hereby irrevocably
constitute and appoint


_____________________________________________Attorney
to transfer the said Note on the 

books of the within-named Company, with full power of substitution in the
premises.


Dated:_______________________


SIGNATURE
GUARANTEED:____________________________________


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.


 


 



 29
 






 



 


EXHIBIT A


RESET NOTICE


LEHMAN BROTHERS HOLDINGS INC.

Medium-Term Notes, Series H

(Floating Rate)

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 [Spread]
[Spread Multiplier] set forth on the face of the Notes. On and after
_________________(1), the [Spread] [Spread Multiplier] shall be
_______________.


Each Holder of a Note has the option to elect
repayment 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.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  










(1)             Insert
applicable Optional Reset Date.


 


 



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LEHMAN BROTHERS HOLDINGS
INC.


RIDER TO


MEDIUM-TERM NOTE, SERIES
H

(FLOATING RATE)


This RIDER forms a part
of and is incorporated into the Medium-Term Note, Series H (Floating Rate)
dated May 24, 2006 (together with this RIDER, herein referred to as this “Note”),
of Lehman Brothers Holdings Inc. (the “Company”) registered in the name of Cede &
Co., or its registered assigns, evidencing the Company’s Floating Rate
Extendible Notes (the “Notes”).


Section I. Extension
of Maturity. The provisions set forth in Section 11 of this Note shall
not apply, but the following provisions shall apply to the Notes:


FINAL MATURITY DATE: June 14, 2011, provided that
if such date is not a Business Day, the immediately preceding Business Day.


ELECTION DATES: 
The election dates shall be the 14th calendar day of each month from and including June 14,
2006 to and including May 14, 2010, whether or not such day is a Business
Day (each, an “Election Date”).


EXTENSION NOTICE PERIOD:  The notice period for each Election Date (the
“Extension Notice Period”) shall begin on the 5th Business Day prior to such Election Date
and end at 12:00 noon (New York City time) on such Election Date, provided that
if the Election Date is not a Business Day, the Extension Notice Period shall
be extended to 12:00 noon (New York City time) on the following Business Day.


The Notes shall mature on
the Initial Maturity Date, unless the Maturity Date of all or any portion of
the principal amount of the Notes is extended on any Election Date by a Holder
in accordance with the procedures described below. In no event shall the Maturity
Date of the Note be extended beyond the Final Maturity Date specified above.


During the Extension
Notice Period relating to each Election Date, each Holder may elect to extend
the Maturity Date of all or any portion of the principal amount of its Notes so
that the Maturity Date of its Notes shall be extended to the date occurring 366
calendar days from and including the 14th day of the next succeeding month. However, if
that 366th calendar day is not a Business Day, the Maturity Date of the Notes
shall be the immediately preceding Business Day.


Each Holder may
elect to extend the Maturity Date of all or any portion of the principal amount
of its Notes having a principal amount of $1,000 or any multiple of $1,000 in
excess thereof on any Election Date by delivering to the Trustee (or any duly
appointed Paying Agent) at the Corporate Trust Office during the Extension
Notice Period for such Election Date (i) the form entitled “Option to
Extend Maturity Date” attached hereto duly completed and, in the event of an
election to extend the maturity of only a portion of the principal amount of
this Note, this Note, or (ii) a telegram, telex, facsimile transmission or
a letter from a member of a national securities exchange or NASD, Inc. or
a commercial bank or a trust company in the United States


 


 



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of America setting
forth the name of the Holder of this Note, the principal amount hereof, the
certificate number of this Note or a description of this Note’s tenor or terms,
a statement that the option to elect extension of Maturity Date is being
exercised thereby, the principal amount hereof with respect to which such
option is being exercised and a guarantee that the form entitled “Option to
Extend Maturity Date” attached hereto duly completed and, in the event of an
election to extend the Maturity Date of only a portion of the principal amount
of this Note, this Note will be received by the Trustee (or duly appointed
Paying Agent) no later than five New York Business Days after the date of such
telegram, telex, facsimile transmission or letter; provided that such telegram,
telex, facsimile transmission or letter shall not be effective unless this Note
(if required to be surrendered as aforesaid) and such form duly completed are
received by the Trustee (or duly appointed Paying Agent) by such fifth New York
Business Day.


An election to extend the
Maturity Date of all or any portion of the principal amount of a Holder’s Notes
during any Extension Notice Period shall be revocable during such Extension
Notice Period, by delivering a notice of revocation to the Trustee (or any duly
appointed Paying Agent) at the Corporate Trust Office during the Extension
Notice Period for such Election Date, at the end of which Extension Notice
Period such notice shall become irrevocable.


If this note is a Global
Security, the Holder of this Note, the nominee of the Depository, will be the
only entity that can exercise a right to extend the Maturity Date of this Note
or revoke any such election. In order to ensure that the nominee of the Depository
will timely exercise a right to extend the Maturity Date of this Note, or to
revoke such an election, the beneficial owner of this Note must instruct the
broker or other direct or indirect participant through which it holds an
interest in this Note to notify the Depository of its desire to exercise a
right to extend the Maturity Date with respect to all or a portion (in the
denominations specified above) its beneficial ownership in this Note, or to
revoke any such election, in accordance with the then applicable operating
procedures of the Depository.


If, with respect to any
Election Date, a Holder does not make an election to extend the Maturity Date
of all or any portion of the principal amount of its Notes, the principal
amount of the Notes for which such Holder has failed to make such an election
shall become due and payable on the Initial Maturity Date, or any later date to
which the Maturity Date of the Notes has previously been extended, and the
Trustee (or any duly appointed Paying Agent) shall, subject to delivery of this
Note to the Trustee (or duly appointed Paying Agent), issue on such Election
Date in accordance with the terms of the Indenture in exchange therefor a new
Note (a “Short-Term Note”) in the name of such Holder, which Short-Term Note
shall be in the same form as, and have the same terms as, this Note, except
that it shall have separate CUSIP, ISIN and Common Code numbers, its “Maturity
Date” shall be the date that is 366 calendar days from and including such
Election Date, or if such 366th calendar day is not a Business Day, the
immediately preceding Business Day and such Maturity Date shall not be
extendible and the provisions of this Section I of this Rider shall not
apply to such Note and the Trustee (or duly appointed Paying Agent) shall
annotate Schedule I hereto as of such Election Date to reflect the
corresponding decrease in the Principal Amount of this Note. The failure to
elect to extend the Maturity Date of all or any portion of the principal amount
of the Notes shall be irrevocable and shall be binding upon any subsequent
Holder thereof. The Holder of a Short-Term Note received as a consequence of
the failure to make such election may not elect to exchange such Short-Term
Note for an interest in this Note. The Company and the Trustee shall deem this
Note cancelled as to any portion of the Principal Amount hereof for which a
duly completed form entitled “Option to Extend Maturity Date” and, if
applicable, this Note are not delivered to the Trustee (or duly authorized
Paying Agent) within the applicable Extension Notice Period in accordance with
the terms of this Note.



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OPTION TO EXTEND MATURITY DATE


The undersigned hereby
elects to extend the Maturity Date of the Medium-Term Note, Series H
(Floating Rate), Floating Rate Extendible Notes, dated May 24, 2006 of
Lehman Brothers Holdings Inc. (CUSIP _____________), certificate No. _______
(or the portion thereof specified below) with the effect provided in said Note.
 In the event of an election to extend
the Maturity Date of only a portion of the principal amount of said Note, the
undersigned will in addition surrender said Note to the Trustee, Citibank,
N.A., 111 Wall Street, Fifteenth Floor, New York, New York 10005, Attention:
Agency & Trust, or such other address of which the Company shall from
time to time notify the Holders of the Notes (or the duly authorized Paying
Agent at such address of which the Company shall from time to time notify the
Holders of the Notes),


If the option to extend
the Maturity Date of less than the entire Principal Amount of said Note is
elected, specify the portion of said Note (which shall be U.S.$1,000 or a
multiple of U.S.$1,000 in excess thereof) as to which the Holder elects to
extend the maturity: $__________________; and specify the denomination or
denominations (which shall be U.S.$1,000 or a multiple of U.S.$1,000 in excess
thereof) of the Notes to be issued to the Holder for the portion of said Note
as to which the option to extend the Maturity Date is not being elected (in the
absence of any such specification one such Note will be issued for the portion
as to which the option to extend Maturity Date is not being made):
$_____________.


 


 




	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice: The signature on this Option to Extend Maturity Date must
  correspond with the name as written upon the face of the Note in every
  particular, without alteration or enlargement or any change whatever.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNATURE
  GUARANTEED — (required only if Notes are to be issued and delivered to other
  than the registered Holder)

  






 


IF REQUIRED, 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.


 


 



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SCHEDULE I


SCHEDULE OF EXCHANGES


The initial principal amount
of this Note is U.S.$______________. The following exchanges of a portion of
this Note for an interest in a Short-Term Note have been made:


	
  Date of

  Exchange

  	
   

  	
  Principal
  Amount Exchanged

  for Short-Term Note

  	
   

  	
  Reduced
  Principal Amount

  Outstanding Following

  such Exchange

  	
   

  	
  Notation Made
  by or on Behalf

  of Trustee

  
	
  

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