Exhibit 4.02


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.


 


UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY 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 HEREON IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE CO., HAS AN INTEREST HEREIN.


 


REPAYMENT
OF THE NOTES IS NOT PROTECTED BY ANY FEDERAL AGENCY OR THE SECURITIES INVESTOR
PROTECTION CORPORATION


 


	
  NO.
  R-

  	
   

  	
  $

  



 


CUSIP NO. 5249087M6


 


ISIN NO. US5249087M63


 


LEHMAN BROTHERS HOLDINGS INC.


 


6.75% SUBORDINATED NOTE DUE 2017


 


Lehman
Brothers Holdings Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as 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, the principal sum of                                   
DOLLARS on December 28, 2017, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest on said principal sum
at said office or agency, in like coin or currency, at the rate per annum
specified in the title of this Note until the principal hereof becomes due and
payable, and on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum during the period in which such principal
is overdue, compounded semi-annually, to the registered holder of this Note,
until payment of said principal sum has been made or duly provided for.


 


The
Stated Maturity of the Note shall be December 28, 2017.  Interest on this Note (computed as set forth
herein) shall be payable semi-annually in arrears on June 28 and December 28
of each year (each an “Interest Payment Date”), commencing June 30, 2008,
from the Interest Payment Date next preceding the date of this Note to which
interest has been paid or duly provided for. Interest on this Note shall be
payable to the holder in whose name the Note is registered at the close of
business on the applicable Record Date. The Record Date for any Interest
Payment Date for the Note will be the date, whether or not


 

















 


a
Business Day, 15 calendar days immediately preceding the Interest Payment Date.
Notwithstanding the foregoing, any Interest Payment Date that would otherwise
be a day that is not a Business Day shall instead be the next succeeding
Business Day, and no additional interest shall accrue as a result of such
delayed payment. Interest on the Note shall be computed on the basis of a
360-day year of twelve 30-day months.


 


REFERENCE
IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF.
SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY 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 referred to on the reverse hereof.


 

















 


IN
WITNESS WHEREOF, LEHMAN BROTHERS HOLDINGS INC. has caused this instrument to be
signed by its Chairman of the Board, its Vice Chairman, 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.


 


 


	
   

  	
  LEHMAN BROTHERS
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
					



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:


 


	
   

  	
  THE
  BANK OF NEW YORK,

  	
   

  
	
   

  	
  as
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 

















 


[FORM OF REVERSE OF NOTE]


 


(Reverse of Note)


 


LEHMAN BROTHERS HOLDINGS INC.


 


 


6.75% SUBORDINATED NOTE, DUE 2017


 


This
Note is one of a duly authorized series of Securities of the Company designated
as the 6.75% Subordinated Notes Due 2017 of the Company (herein called the “Notes”),
limited (except as otherwise provided in the Indenture referred to below) in
aggregate principal amount to $1,500,000,000. 
The Notes are one of an indefinite number of series of debt securities
of the Company (herein collectively called the “Securities”), issued or
issuable under and pursuant to an indenture, dated as of February 1, 1996,
as amended and supplemented from time to time and as amended and supplemented
with respect to the Notes herein by the Fifteenth Supplemental Indenture dated
as of December 21, 2007 between the Company and the Trustee (as so amended
and supplemented, the “Indenture”), between the Company and The Bank of New
York, successor trustee to JPMorgan Chase Bank, N.A., as Trustee (herein called
the “Trustee”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes.  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, as defined
in the Indenture, and may otherwise vary as provided in the Indenture.


 


Payment
of the principal of and interest on this Note is, to the extent provided in the
Indenture, subordinated and subject in right of payment to the prior payment in
full when due of the principal of (and premium, if any) and interest, if any,
on all Senior Debt, as defined in the Indenture and this Note is issued subject
to the provisions of the Indenture with respect thereto.  In addition, upon the dissolution,
winding-up, liquidation or reorganization of the Company, this Note is, to the
extent provided in the Indenture, subordinated and subject in right of payment
to the prior payment in full when due of the principal of (and premium, if any)
and interest, if any, on all Other Financial Obligations, as defined in the
Indenture. Each registered holder of this Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and expressly
directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c) appoints
the Trustee as his or her attorney-in-fact for any and all such purposes.  Each registered holder hereof, by his or her
acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Debt and Other Financial Obligations, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the Company may at its option redeem the Notes in whole or from time to time in
part at any time.


 


As provided in the Indenture and subject to certain limitations therein
set forth, the Company will pay to a Holder who is a United States Alien such
Additional Amounts as may be necessary so that every net payment of principal
of and interest on the Notes, after deduction or withholding for or on account
of any present or future tax, assessment or other governmental charge imposed
upon such Holder, or by


 

















 


reason of the making of such payment, by the
United States or any taxing authority thereof or therein, will not be less than
the amount provided for in the Notes to be then due and payable.


 


As provided in the Indenture and
subject to certain limitations therein set forth, the Notes may be redeemed at
the option of the Company in whole if the Company determines that as a result
of any change in or amendment to the laws or treaties, or any regulations or
rulings promulgated thereunder, of the United States or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any
proposed change in such laws, treaties or regulations or rulings, or any change
in the official application, enforcement or interpretation of such laws,
treaties or regulations or filings (including a holding by a court of competent
jurisdiction in the United States) or any other action (other than an action
predicated on law generally known on or before the date specified in such Note
except for proposals before the Congress before such date) taken by any taxing
authority or a court of competent jurisdiction in the United States, or the
official proposal of any such action, whether or not such action or proposal
was taken or made with respect to the Company, (A) the Company has or will
become obligated to pay any Additional Amounts referred to in the foregoing
paragraph pursuant to the Indenture on the Note or (B) there is a
substantial possibility that the Company will be required to pay such
Additional Amounts.


 


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 (each
series voting as a class), evidenced as provided in the Indenture, 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 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, or amend the Indenture to
modify its provisions relating to the subordination of each Security in a
manner adverse to the holder thereof, 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.  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.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
in case an Event of
Default with respect to the Notes shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall become due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.


 


No
reference herein to the Indenture and no provisions of this Note or of the
Indenture shall alter or impair the obligations of the Company, which is
absolute and unconditional, to pay the principal and interest of this Note at
the place, at the time and in the coin or currency herein prescribed.


 

















 


The Company may omit to
comply with any term, provision or condition set forth in Section 801 of
the Indenture, and any such omission with respect to such Section shall
not be an Event of Default, in each case with respect to the Notes, provided
that the conditions of Section 1009 of the Indenture have been satisfied.


 


The covenant set forth in Section 1005
of the Indenture shall not apply to the Notes.


 


Notwithstanding
the provisions of Section 401(a)(B) of the Indenture, the Company may
satisfy and discharge the entire indebtedness on all the Notes as provided
therein only when the Notes are by their terms due and payable within one year.


 


The
Company, the Trustee, and any agent of the Company or of the Trustee may deem
and treat the registered holder hereof as the absolute owner of this Note
(whether or not this Note 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 Note.


 


The
Notes are issuable in registered form without coupons in denominations of
$1,000 and any multiple of $1,000.  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, The City of New York, 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 may be exchanged
for an equal aggregate principal amount of Notes of like tenor and of other
authorized denominations.


 


As
provided in the Indenture and subject to certain limitations 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 office or agency of
the Company in any place where the principal of this Note is payable, 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 Notes of this series of like tenor and of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.


 


No
recourse for the payment of the principal of or the 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 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.


 


THE
INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


All
items used in this Note which are defined in the Indenture shall have the
meanings assigned to 


 

















 


them
in the Indenture.


 


The
following abbreviations, when used in the inscription on the face of the within
Note, 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
  tenants by their entireties

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT
  TEN -

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNIF
  GIFT MIN ACT -

  	
   

  	
                        
  Custodian
                      
  under Uniform Gifts to

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
  (Minor)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minors
  Act

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (State)

  	
   

  	
   

  	
   

  
								



 


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


 

















 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


 


 


 


(Please
insert social security or other identifying number of Assignee)


 


 


 


 


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


 


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


 


 


 


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


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:
  The signature to this assignment must correspond

  
	
   

  	
   

  	
  with
  the name as it appears upon the face of the within Note in

  
	
   

  	
   

  	
  every
  particular, without alteration or enlargement or any change 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.