Form of senior debt security -- medium-term note



 Exhibit 4.01 
 LEHMAN BROTHERS HOLDINGS INC. 
 Buffered Return Enhanced Notes Linked to a Basket of Common Stocks Due December 14,
2009 
  

			
	Number R-1	 	$610,000
	ISIN US5252M0AC16	 	CUSIP 5252M0AC1

 See Reverse for Certain Definitions 
 THIS SECURITY (THIS “SECURITY”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS 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 SUCH 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. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 LEHMAN BROTHERS
HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, at the
office or agency of the Company in the Borough of Manhattan, The City of New York, on the Maturity Date, in such coin or currency of the United States of America at the time of payment shall be legal tender for the payment of public and private
debts, for each $1,000 principal amount of the Securities represented hereby, an amount equal to the Payment at Maturity. THE SECURITIES REPRESENTED HEREBY SHALL NOT BEAR ANY INTEREST. 
 Any amount payable on the Maturity Date hereon will be paid only upon presentation and surrender of this Security. 
 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. 







 IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has caused this instrument to be signed by its
Chairman of the Board, its President, its Vice Chairman, its Chief Financial Officer, one of its Vice Presidents or its Treasurer, by manual or facsimile signature under its corporate seal, attested by its Secretary or one of its Assistant
Secretaries by manual or facsimile signature. 
  

							
	Dated: December 13, 2007	 	LEHMAN BROTHERS HOLDINGS INC.	 	
				
	[SEAL]	 	By:	 	  
	 	
		 		 	Vice President	 	
				
		 	Attest:	 	  
	 	
		 		 	Assistant Secretary	 	

  
 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	 CITIBANK, N.A.
 as
Trustee

		
	By:	 	  

		 	    Authorized Officer

  

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 Reverse of Security 
 This Security is one of a duly authorized series of Securities of the Company designated as Buffered Return Enhanced Notes Linked to a Basket of Common Stocks Due December 14, 2009 (herein called the
“Securities”). The Company may, without the consent of the holders of the Securities, create and issue additional securities ranking equally with the Securities and otherwise similar in all respects so that such additional
securities shall be consolidated and form a single series with the Securities; provided that no additional securities can be issued if an Event of Default has occurred with respect to the Securities. This series of Securities is one of an indefinite
number of series of debt securities of the Company, issued and to be issued under an indenture, dated as of September 1, 1987, as amended (herein called the “Indenture”), duly executed and delivered by the Company and Citibank,
N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), 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 Company, the Trustee and the Holders of the Securities. 
 The
Payment at Maturity at the request of the Trustee shall be determined by the Calculation Agent pursuant to the Calculation Agency Agreement. The Trustee shall fully rely on the determination by the Calculation Agent of the Payment at Maturity and
shall have no duty to make any such determination. The Calculation Agent will provide written notice to the Trustee at its New York office, on which notice the Trustee may conclusively rely, of the Payment at Maturity on or prior to 11:00 a.m. on
the Business Day preceding the Maturity Date. 
 All calculations with respect to any Final Share Price, the Basket Ending Level and the
Basket Return will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., .876545 would be rounded to .87655); all dollar amounts related to determination of the payment per $1,000 principal amount
Security at maturity will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate principal amount of Securities per
Holder will be rounded to the nearest cent, with one-half cent rounded upward. 
 This Security is not subject to any sinking fund.

 If an Event of Default with respect to the Securities shall occur and be continuing, the amounts payable on all of the Securities may be
declared due and payable in the manner and with the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal to the Payment at Maturity calculated as though the date
of acceleration were the Maturity Date and the third Business Day immediately preceding the date of acceleration were the Valuation Date. If the maturity of the Securities is accelerated because of an Event of Default, the Company shall, or shall
cause the Calculation Agent to, provide written notice to the Trustee at its New York office, on which notice the Trustee may conclusively rely, and to The Depository Trust Company of the cash amount due with respect to the Securities as promptly as
possible and in no event later than two Business Days after the date of acceleration. 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 Securities at the time Outstanding to be affected (each series
voting as a class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to, or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in
any manner the rights of the holders of the Securities of all such series; provided, 








 
however, that no such supplemental indenture shall, among other things, (i) change the fixed maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, if any, or reduce any premium payable on redemption, or make the principal thereof, or premium, if any, or interest thereon, if any, 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, 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 Security shall be conclusive and binding upon such Holder and upon all future holders and
owners of this Security and any Securities which may be issued in exchange or substitution hereof, irrespective of whether or not any notation thereof is made upon this Security or such other Securities. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Payment at Maturity with respect to this Security. 
 The Securities are issuable in denominations of
$1,000 and any whole multiples of $1,000. 
 The Company, the Trustee, and any agent of the Company or of the Trustee may deem and treat the
registered holder (the “Holder”) hereof as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving
payment hereof, or on account hereof, and for all other 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. All such payments made to or upon the order of
such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for moneys payable on this Security. 
 No recourse for the payment of the principal of, premium, if any, or interest on this Security, 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 Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 
  

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 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the Corporate Trust Office or agency in a Place of Payment for this Security, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this series or of like tenor and of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The
Company intends to treat, and by purchasing this Security, the Holder agrees to treat, for all tax purposes, this Security as a cash-settled financial contract, rather than as a debt instrument. 
 THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Definitions 
 Set forth below are definitions of the
terms used in this Security. 
 “Basket” shall mean the basket initially composed of six Basket Stocks. 
 “Basket Ending Level”, as calculated by the Calculation Agent, is calculated as follows: 
 Basket Starting Level × [1 + (the sum of (Basket Share Return × Basket Stock Weighting) 
 for all Basket Stocks)] 
 “Basket
Return”, as calculated by the Calculation Agent, is calculated as follows: 
 Basket Ending Level — Basket Starting Level

 Basket Starting Level 
 “Basket Share Return”, with respect to each Basket Stock, as calculated by the Calculation Agent, is calculated as follows: 
 Final Share Price — Initial Share Price 
 Initial Share Price 
 “Basket Starting Level” shall equal 100. 
  

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 “Basket Stock” refers to the common stock of any of the following issuers: Citigroup
Inc., The Goldman Sachs Group, Inc., Merrill Lynch & Co., Inc., Morgan Stanley, Wachovia Corporation and Washington Mutual, Inc., or any Successor Basket Stock. 
 “Basket Stock Issuer” refers to an issuer, identified in the definition of “Basket Stock”, or to any successor to any such issuer, or to any issuer of any Successor Basket Stock. 

“Basket Stock Weighting” shall mean, with respect to each Basket Stock, 16.66666%. 
 “Buffer Amount” shall equal 25.00%. 
 “Business Day”, notwithstanding any provision in the Indenture, shall mean any day that is not a Saturday or Sunday and that is not a day on which banking institutions in the City of New York are
authorized or obligated by law to close. 
 “Calculation Agency Agreement” shall mean the Calculation Agency Agreement,
dated as of December 21, 2006 between the Company and the Calculation Agent, as amended from time to time, or any successor calculation agency agreement. 
 “Calculation Agent” shall mean the person that has entered into an agreement with the Company providing for, among other things, the determination of the Payment at Maturity, which term shall, unless
the context otherwise requires, include its successors and assigns. The initial Calculation Agent shall be Lehman Brothers Inc. 
 “Closing Price” means, with respect to one share of a Basket Stock (or one unit of any other security for which a Closing Price must be determined), on any Trading Day: 
 if such Basket Stock (or any such other security) is listed or admitted to trading on a national securities exchange, the last reported sale price, regular way, of the
principal trading session on such day on the principal United States securities exchange registered under the Exchange Act on which such Basket Stock (or such other security) is listed or admitted to trading, 
 if such Basket Stock (or any such other security) is listed or admitted to trading on any national securities exchange but the last reported sale price is not available
pursuant to the preceding bullet point, the last reported sale price of the principal trading session on the over-the-counter market as reported on the Nasdaq National Market or the OTC Bulletin Board Service on such day, 
 if such Basket Stock (or any such other security) is not listed or admitted to trading on any national securities exchange but is included in the OTC Bulletin Board, the
last reported sale price of the principal trading session on the OTC Bulletin Board on such day; or 
  

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 if, because of a Market Disruption Event or otherwise, the last reported sale price for such Basket Stock (or any such
other security) is not available pursuant to the preceding bullet points, the mean, as determined by the Calculation Agent, of the bid prices for such Basket Stock (or any such other security) obtained from as many recognized dealers in such
security, but not exceeding three, as will make such bid prices available to the Calculation Agent. Bids of any of the Company’s affiliates may be included in the calculation of such mean, but only to the extent that any such bid is not the
highest or the lowest of the bids obtained. 
 “Company” shall have the meaning set forth on the face of this Security.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Final Share Price” shall mean, with respect to each Basket Stock, the Closing Price of that Basket Stock on the Valuation Date
multiplied by the Stock Adjustment Factor applicable to such Basket Stock on the Valuation Date. 
 “Holder” shall have the
meaning set forth on the reverse of this Security. 
 “Indenture” shall have the meaning set forth on the reverse of this
Security. 
 “Initial Share Price” with respect to each Basket Stock shall be as follows: 
  

				
	 Basket Stock
	  	Initial Share Price
	Citigroup Inc.,	  	$	34.77
	The Goldman Sachs Group, Inc.	  	$	224.21
	Merrill Lynch & Co., Inc.	  	$	62.20
	Morgan Stanley	  	$	54.37
	Wachovia Corporation	  	$	44.46
	Washington Mutual, Inc.	  	$	19.88

 “Market Disruption Event” means, with respect to each Basket Stock (or any other
security for which a Closing Price must be determined): 
  

	 	•	 	 the occurrence or existence of a suspension, absence or material limitation of trading of such Basket Stock (or such other security) on the Relevant Exchange for
such Basket Stock at any time during the one-hour period preceding the close of the principal trading session in such market; 


  

	 	•	 	 a breakdown or failure in the price and trade reporting systems of the Relevant Exchange for such Basket Stock (or such other security) as a result of which the
reported trading prices for such Basket Stock (or such other security) during the last one-hour period preceding the close of the principal trading session in such market are materially inaccurate; 


  

	 	•	 	 the occurrence or existence of a suspension, absence or material limitation of trading on 


  

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 the Relevant Exchange for trading in futures or options contracts related to such Basket Stock (or such
other security), if available, at any time during the last one hour-period preceding the close of the principal trading session in the applicable market; or 
  

	 	•	 	 a decision to permanently discontinue trading in the relevant futures or options contracts; 


 in each case as determined by the Calculation Agent in its sole discretion. 
 For the purpose of determining whether a Market Disruption Event has occurred: 
  

	 	•	 	 a limitation on the hours or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business
hours of the Relevant Exchange or market; 


  

	 	•	 	 limitations pursuant to the rules of any Relevant Exchange similar to NYSE Rule 80B (or any applicable rule or regulation enacted or promulgated by any other
self-regulatory organization or any government agency of scope similar to NYSE Rule 80B as determined by the Calculation Agent in its sole discretion) on trading during significant market fluctuations will constitute a suspension, absence or
material limitation of trading; 


  

	 	•	 	 a suspension of trading in futures or options contracts on such Basket Stock (or any other security for which a Closing Price must be determined) by the primary
securities market trading in such contracts by reason of: 


  

	 	•	 	 a price change exceeding limits set by such exchange or market, 


  

	 	•	 	 An imbalance of orders relating to such contracts, or 


  

	 	•	 	 a disparity in bid and ask quotes relating to such contracts 


 will, in each such case, constitute a suspension, absence or material limitation of trading in futures or options contracts related to such Basket Stock (or such other security); and 
  

	 	•	 	 a suspension, absence or material limitation of trading on the primary securities market on which futures or options contracts related to such Basket Stock (or such
other security) are traded will not include any time when such market is itself closed for trading under ordinary circumstances. 


 “Maturity Date” shall mean December 14, 2009, unless that day is not a Business Day, in which case the amount equal to the Payment at Maturity that would otherwise be due on the scheduled Maturity Date will instead be
due on the next succeeding Business Day following such scheduled Maturity Date, with the same effect as if paid on the scheduled Maturity Date; provided that if due to a non-Trading Day or a Market Disruption Event, the Valuation Date is postponed
so that it falls less than three Business Days prior to the scheduled Maturity Date, the Maturity Date will be the third Business Day following the Valuation Date, as postponed. 
 “Maximum Total Return” shall equal 70.00% 
  

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 “NYSE” shall mean The New York Stock Exchange, Inc. 
 “OTC Bulletin Board” means the OTC Bulletin Board Service operated by Financial Industry Regulatory Authority, Inc. The term OTC
“Bulletin Board” will include any successor service thereto. 
 “Participation Rate” shall equal 106.20%.

 “Payment at Maturity”, as calculated by the Calculation Agent for each $1,000 principal amount Security, shall equal:

  

	 	•	 	 If the Basket Return is positive, the lesser of: 


 (1) $1,000 + [$1,000 × (Basket Return × Participation Rate)]; and 
 (2) $1,700.00. 

 

	 	•	 	 If the Basket Return is equal to or less than zero, and the absolute value of the Basket Return is less than or equal to the Buffer Amount, $1,000.



  

	 	•	 	 If the Basket Return is negative and the absolute value of the Basket Return is greater than the Buffer Amount, $1,000 + [$1,000 × (Basket Return + Buffer
Amount)]. 


 “Place of Payment” shall mean the place or places where the Payment at Maturity on the
Securities is payable. 
 “Price” means, with respect to one share of a Basket Stock (or one unit of any other security for
which a Closing Price must be determined), on any Trading Day: 
  

	 	•	 	 if such Basket Stock (or any such other security) is listed or admitted to trading on a national securities exchange, the highest intraday bid price on such day on
the principal United States securities exchange registered under the Exchange Act on which such Basket Stock (or any such other security) is listed or admitted to trading; 


  

	 	•	 	 if such Basket Stock (or any such other security) is not listed or admitted to trading on any national securities exchange but is included in the OTC Bulletin
Board, the highest reported bid price reported on the OTC Bulletin Board on such day; or 


  

	 	•	 	 if a bid price is not available pursuant to the preceding bullet points, the mean, as determined by the Calculation Agent, of the bid prices for such Basket Stock
(or any such other security) obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the Calculation Agent. Bids of any of the Company’s affiliates may be included in the
calculation of such mean, but only to the extent that any such bid is not the highest of the bids obtained. 


 “Pricing Date” shall mean December 10, 2007. 
  

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 “Relevant Exchange” shall mean, for each Basket Stock, the primary U.S. exchange or
market for trading for such Basket Stock. 
 “Securities” shall have the meaning set forth on the reverse of this Security.

 “Security” shall have the meaning set forth on the face of this Security. 
 “Stock Adjustment Factor” shall, for each Basket Stock, initially equal 1.0, subject to adjustment under certain circumstances as
described under “Anti-dilution Adjustments” below. 
 “Successor Basket Stock” shall have the meaning specified
under “Anti-dilution Adjustments” below with respect to any Basket Stock. 
 “Trading Day” means a day, as
determined by the Calculation Agent, on which trading is generally conducted on the NYSE, the American Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Chicago Mercantile Exchange, the Chicago Board Options Exchange and
in the over-the-counter market for equity securities in the United States. 
 “Trustee” shall have the meaning set forth on
the reverse of this Security. 
 “Valuation Date” shall mean December 9, 2009, provided, however, that
if the Valuation Date is not a Trading Day or if there is a Market Disruption Event on such day with respect to a Basket Stock, the Calculation Agent will: (1) with respect to each Basket Stock for which such day is a Trading Day and for
which a Market Disruption Event has not occurred, determine the Final Share Price of the Basket Stock by reference to the Closing Price of the Basket Stock on that Trading Day; and (2) with respect to each Basket Stock for which such day
is not a Trading Day or for which a Market Disruption Event has occurred, determine the Final Share Price of the Basket Stock by reference to the Closing Price of the Basket Stock on the next Trading Day for the Basket Stock on which
there is no Market Disruption Event; provided, however, if a Market Disruption Event with respect to the Basket Stock occurs on each of the eight Trading Days following the originally scheduled Valuation Date, then the Calculation Agent shall
determine the Final Share Price of the Basket Stock on the basis of bid prices for the Basket Stock on that eighth Trading Day, as described under the final bullet point of “Closing Price” above. 
 All terms used but not defined in this Security are used herein as defined in the Calculation Agency Agreement or the Indenture. 
 Calculation Agent 
 The Calculation Agent will
determine, among other things, the Stock Adjustment Factor of each Basket Stock, anti-dilution adjustments and reorganization events, the selection of any Successor Basket Stock, any Final Share Price, the Basket Ending Level, the Basket Return, the
Payment at Maturity, if any, on the Securities and the Closing Price of the Basket Stocks on any Valuation Date. In addition, the Calculation Agent will determine whether there has been a Market Disruption Event. All calculations, determinations and
adjustments made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of 

  

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manifest error, be conclusive for all purposes and binding on Holders and on the Company. The Company may appoint a different Calculation Agent from time to
time after the date of the original issue of the Securities without Holders’ consent and without notifying Holders. 
 Anti-dilution Adjustments 

 The Stock Adjustment Factor for each Basket Stock is subject to adjustment by the Calculation Agent as a result of the anti-dilution and
reorganization adjustments described in this section. No adjustment to any Stock Adjustment Factor will be required unless the adjustment would require a change of at least 0.1% in such Stock Adjustment Factor as then in effect. A Stock Adjustment
Factor resulting from any of the adjustments specified in this section will be rounded to the nearest one ten-thousandth with five one hundred-thousandths being rounded upward. The Calculation Agent will not be required to make any adjustments to
the Stock Adjustment Factor for any Basket Stock after the close of business on the Business Day immediately preceding the Maturity Date. 
 No adjustments to the Stock Adjustment Factor for any Basket Stock will be required other than those specified below. 
 The
Calculation Agent shall be solely responsible for (1) the determination and calculation of any adjustments to the Stock Adjustment Factors and of any related determinations and calculations with respect to any distributions of stock, other
securities or other property or assets, including cash, in connection with any corporate event described in this section and (2) the determination of any Successor Basket Stock, and the Calculation Agent’s determinations and calculations
shall be conclusive absent manifest error. 
 The Company shall, within ten Business Days following the occurrence of an event that requires
an adjustment to any Stock Adjustment Factor (other than as a result of a Reorganization Event as described below), or if the Company is not aware that any such event has occurred, as soon as practicable after becoming so aware, provide notice to
the Calculation Agent, which shall provide written notice to the trustee, which shall provide notice to Holders of the occurrence of the event and, if applicable, a statement in reasonable detail setting forth such adjusted Stock Adjustment Factor.

 Stock Splits and Reverse Stock Splits 
 If a Basket Stock is subject to a stock split or reverse stock split, then once any such split has become effective, the Stock Adjustment Factor relating to such Basket Stock shall be adjusted so that the new Stock
Adjustment Factor equals the product of: 
  

	 	•	 	 the prior Stock Adjustment Factor for such Basket Stock, and 


  

	 	•	 	 the number of shares that a holder of one share of such Basket Stock before the effective date of that stock split or reverse stock split would have owned or been
entitled to receive immediately following the applicable effective date. 


  

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 Stock Dividends or Distributions 
 If a Basket Stock is subject to a (i) stock dividend, i.e., issuance of additional shares of such Basket Stock, that is given ratably to all holders
of shares of such Basket Stock or (ii) distribution of shares of such Basket Stock as a result of the triggering of any provision of the corporate charter of the issuer of such Basket Stock, then, once the dividend has become effective and the
shares are trading ex-dividend, the Stock Adjustment Factor for such Basket Stock shall be adjusted so that the new Stock Adjustment Factor for such Basket Stock equals the prior Stock Adjustment Factor for such Basket Stock plus the product of:

  

	 	•	 	 the prior Stock Adjustment Factor for such Basket Stock, and 


  

	 	•	 	 the number of additional shares issued in the stock dividend with respect to one share of such Basket Stock. 


 Non-cash Distributions 
 If the
issuer of a Basket Stock distributes shares of capital stock, evidences of indebtedness or other assets or property of the issuer of such Basket Stock to holders of such Basket Stock (other than (i) dividends, distributions and rights or
warrants referred to under “—Stock Splits and Reverse Stock Splits” and “—Stock Dividends or Distributions” above and (ii) cash distributions or dividends referred to under “—Cash Dividends or
Distributions” below), then, once the distribution has become effective and the shares are trading ex-dividend, the Stock Adjustment Factor for such Basket Stock shall be adjusted so that the new Stock Adjustment Factor for such Basket Stock
equals the product of: 
  

	 	•	 	 the prior Stock Adjustment Factor for such Basket Stock, and 


  

	 	•	 	 a fraction whose numerator is the Current Market Price of such Basket Stock and whose denominator is the amount by which such Current Market Price exceeds the Fair
Market Value of such distribution; provided that if the Fair Market Value of such distribution equals or exceeds the Current Market Price of such Basket Stock, the Calculation Agent shall determine in its sole discretion the appropriate adjustment
to the Stock Adjustment Factor for such Basket Stock. 


 “Current Market Price” of a Basket Stock means the
arithmetic average of the Closing Prices of such Basket Stock for the ten Trading Days prior to the Trading Day immediately preceding the ex-dividend date of the distribution requiring an adjustment to the Stock Adjustment Factor for such Basket
Stock. 
 The “ex-dividend date” of a Basket Stock is the first Trading Day on which transactions in such Basket Stock trade on
the Relevant Exchange without the right to receive that distribution. 
  

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 The “Fair Market Value” of any distribution on a Basket Stock is the value of such
distribution on the ex-dividend date for such distribution, as determined by the Calculation Agent. If such distribution consists of property traded on the ex-dividend date on a U.S. national securities exchange, the Fair Market Value will equal the
Closing Price of such distributed property on such ex-dividend date. 
 Notwithstanding the foregoing, a distribution on a Basket Stock
described in clause (a), (d) or (e) of the section entitled “—Reorganization Events” below that also would require an adjustment under this section shall not cause an adjustment to the Stock Adjustment Factor of such Basket
Stock and shall be treated as a Reorganization Event (as defined below) only pursuant to clause (a), (d) or (e) under the section entitled “—Reorganization Events.” A distribution on a Basket Stock described in the section
entitled “—Issuance of Transferable Rights or Warrants” that also would require an adjustment under this section shall cause an adjustment only pursuant to the section entitled “—Issuance of Transferable Rights or
Warrants.” 
 Cash Dividends or Distributions 
 If the issuer of a Basket Stock pays dividends or makes other distributions consisting exclusively of cash to all holders of such Basket Stock during any fiscal quarter during the term of the Securities, in an
aggregate amount that, together with other such dividends or distributions made during such quarterly fiscal period, exceeds the Dividend Threshold, then, once the dividend or distribution has become effective and the shares are trading ex-dividend,
the Stock Adjustment Factor for such Basket Stock will be adjusted so that the new Stock Adjustment Factor for such Basket Stock shall equal the product of: 
  

	 	•	 	 the prior Stock Adjustment Factor for such Basket Stock, and 


  

	 	•	 	 a fraction whose numerator is the Current Market Price of such Basket Stock and whose denominator is the amount by which such Current Market Price exceeds the
amount in cash per share that the issuer of such Basket Stock distributes to holders of such Basket Stock in excess of the Dividend Threshold; provided that if the amount in cash per share of such dividend or distribution equals or exceeds the
Current Market Price of such Basket Stock, the Calculation Agent shall determine in its sole discretion the appropriate adjustment to the Stock Adjustment Factor for such Basket Stock. 


 “Dividend Threshold” means the amount of any cash dividend or cash distribution distributed per share of a Basket Stock that exceeds the
immediately preceding cash dividend or other cash distribution, if any, per share of such Basket Stock by more than 10% of the Closing Price of such Basket Stock on the Trading Day immediately preceding the ex-dividend date. 
 Issuance of Transferable Rights or Warrants 
 If the issuer of a Basket Stock issues transferable rights or warrants to all holders of such Basket Stock to subscribe for or purchase such Basket Stock, including new or existing rights 

  

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to purchase such Basket Stock at an exercise price per share less than the Closing Price of the Basket Stock on both (i) the date the exercise price of
such rights or warrants is determined and (ii) the expiration date of such rights and warrants pursuant to a shareholder’s rights plan or arrangement, and if the expiration date of such rights or warrants precedes the Maturity Date, then
the Stock Adjustment Factor for such Basket Stock will be adjusted on the Business Day immediately following the issuance of such transferable rights or warrants so that the new Stock Adjustment Factor for such Basket Stock shall equal the prior
Stock Adjustment Factor for such Basket Stock plus the product of the prior Stock Adjustment Factor for such Basket Stock, and 
  

	 	•	 	 the number of shares of such Basket Stock that can be purchased with the cash value of such warrants or rights distributed on one share of such Basket Stock.



 For purposes of the preceding bullet point, the number of shares of a Basket Stock that can be purchased shall be based
on the Closing Price of such Basket Stock on the date on which the new Stock Adjustment Factor for such Basket Stock is determined. The cash value of any such warrant or right, if traded on a U.S. national securities exchange, shall equal the
Closing Price of such warrant or right, or, if the warrants or rights are not traded on a U.S. national securities exchange, shall be determined by the Calculation Agent and shall equal the average (mean) of the bid prices obtained from three
dealers at 3:00 p.m., New York City time, on the date on which the new Stock Adjustment Factor for such Basket Stock is determined, provided that if only two such bid prices are available, then the cash value of such warrants or rights shall equal
the average (mean) of such bids and if only one such bid is available, then the cash value of such warrants or rights shall equal such bid. 
 Reorganization Events 
 If prior to the maturity date, 
  

	 	(a)	there occurs any reclassification or change of a Basket Stock, including, without limitation, as a result of the issuance of tracking stock by the issuer of such Basket Stock,


  

	 	(b)	the issuer of such Basket Stock, or any surviving entity or subsequent surviving entity of the issuer of such Basket Stock (a “Successor Entity”), has been subject to a
merger, combination or consolidation and is not the surviving entity, 

  

	 	(c)	any statutory exchange of securities of the issuer of such Basket Stock or any Successor Entity with another corporation occurs, other than pursuant to clause (b) above,


  

	 	(d)	the issuer of a Basket Stock is liquidated or is subject to a proceeding under any applicable bankruptcy, insolvency or other similar law, 

  

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	 	(e)	the issuer of a Basket Stock issues to all of its shareholders equity securities of an issuer other than the issuer of such Basket Stock, other than in a transaction described in
clause (b), (c) or (d) above (a “Spin-off Event”), or 

  

	 	(f)	a tender offer or exchange offer or going-private transaction is commenced for all the outstanding shares of the issuer of a Basket Stock and is consummated for all or substantially
all of such shares, as determined by the Calculation Agent in its sole discretion (any event in clauses (a) through (f), a “Reorganization Event”), 

 then, instead of adjusting the Stock Adjustment Factor for such Basket Stock, the Calculation Agent, in its sole discretion without consideration for the interests of investors, shall either: 
  

	 	(A)	determine a Successor Basket Stock to the Basket Stock that experiences any such Reorganization Event (the “Original Basket Stock”) after the close of the principal
trading session on the Trading Day immediately prior to the effective date of such Reorganization Event in accordance with the following paragraph (each successor stock as so determined, a “Successor Basket Stock” and such successor basket
stock issuer, a “Successor Basket Stock Issuer”); or 

  

	 	(B)	deem the Closing Price and the Stock Adjustment Factor of the Original Basket Stock on the Trading Day immediately prior to the effective date of such Reorganization Event to be the
Closing Price (in the case of daily monitoring) or the Price (in the case of continuous monitoring) and Stock Adjustment Factor of the Original Basket Stock on every remaining Trading Day to, and including, the last Trading Day in the Monitoring
Period. 

 Upon the determination by the Calculation Agent of any Successor Basket Stock pursuant to clause (A) of the
preceding sentence, references in this Security to the term “Basket Stock” shall no longer be deemed references to the Original Basket Stock and shall instead be deemed references to the Successor Basket Stock for all purposes, and
references in this Security to “issuer” of the Original Basket Stock shall be deemed references to the issuer of the Successor Basket Stock. 
 Upon the selection of any Successor Basket Stock by the Calculation Agent pursuant to clause (A) of the preceding sentence: 
  

	 	(i)	the Initial Share Price for such Successor Basket Stock shall be the Closing Price of such Successor Basket Stock on the Trading Day immediately following the effective date of the
Reorganization Event multiplied by the Initial Share Price of the Original Basket Stock and divided by the Closing Price of the Original Basket Stock on the Trading Day immediately prior to the effective date of the Reorganization Event; and


  

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	 	(ii)	the Stock Adjustment Factor for such Successor Basket Stock shall be 1.0, subject to adjustment for certain corporate events related to such Successor Basket Stock in accordance
with “— Anti-dilution Adjustments.” 

 For the avoidance of doubt, in the case of an issuance by the issuer of
a Basket Stock, to all of its shareholders, of equity securities of an issuer other than the issuer of such Basket Stock as described in clause (e) above, if the Closing Price of such Basket Stock as of the effective date of such issuance does
not increase or decline by at least 50% from the Initial Share Price of such Basket Stock, such issuance shall not constitute a Reorganization Event and no adjustments shall be made under this “— Reorganization Events” section.
Instead, such Basket Stock will be subject to adjustments as described under “— Non-cash Distributions” above. The “Successor Basket Stock” will be, as to any Basket Stock, the common stock of a U.S. company that has been
selected by the Calculation Agent from among the common stocks of U.S. companies then registered to trade on the NYSE, the Nasdaq Global Select Market or the Nasdaq Global Market and is not already a Basket Stock, that has the same primary Standard
Industrial Classification Code (“SIC Code”) as the Original Basket Stock and that, in the sole discretion of the Calculation Agent, is the most comparable to the Original Basket Stock, taking into account such factors as the Calculation
Agent deems relevant, including, without limitation, market capitalization, dividend history and stock price volatility; provided, however, that a Successor Basket Stock will not be any stock that is subject to a trading restriction under the
trading restriction policies of the Company or any of its affiliates that would materially limit the ability of the Company or any of its affiliates to hedge the Securities with respect to such stock (a “Hedging Restriction”); provided
further that if a Successor Basket Stock for which a Hedging Restriction does not exist cannot be identified as set forth above, the Successor Basket Stock will be selected by the Calculation Agent from the largest market capitalization stock of
a U.S. company within the same Division and Major Group classification (as defined by the Office of Management and Budget) as the primary SIC Code for the Original Basket Stock. 
 Following a Reorganization Event in which a Successor Basket Stock is selected, the Stock Adjustment Factor of the Successor Basket Stock shall be
subject to adjustment as described above under this “Anti-dilution Adjustments” section, and, if no Successor Basket Stock is selected, the Original Basket Stock Issuer shall, upon a subsequent Reorganization Event, be subject to the
election by the Calculation Agent described in clause (A) and (B) of the first paragraph under “— Anti-dilution Adjustments — Reorganization Events” above. 
 The Company shall, or shall cause the Calculation Agent to, provide written notice to the Trustee, to the Company and to The Depository Trust Company
(“DTC”), within thirty business days immediately following the effective date of any Reorganization Event, of the Successor Basket Stock, the issuer of the Successor Basket Stock and the Initial Share Price for such Successor Basket Stock,
as well as the Initial Share Price for the Original Basket Stock so replaced. 
  

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	TEN COM -	    	as tenants in common	    	UNIF GIFT MIN ACT - _________ Custodian  _________
		    		    	                          (Cust)             
     (Minor)

	TEN ENT -	    	as tenants by the entireties	    	under Uniform Gifts to Minors
	JT TEN -	    	as joint tenants with right of	    	Act	  	  

		    	 Survivorship and not as tenants
 in
common
	    		  	(State)

 Additional abbreviations may also be used though not in the above list. 
                                       
                   
 FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto 
 PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

			
	 	 	
	 	 	
	 	 	

  
  

	
	
	 

 (Name and Address of Assignee, including zip code, must be printed or typewritten.) 
  

	
	 

 the within Security, and all rights thereunder, hereby irrevocably constituting and appointing 
  

	
	 

 to transfer the said Security on the books of the Company, with full power of substitution in the premises.

 Dated: 
 __________________________________________ 
 NOTICE: The signature to this assignment must correspond with the name as it appears
upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. 
 Signature(s) Guaranteed: 

_______________________ 
 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 
  

 15