Form of senior debt security -- medium-term note



 Exhibit 4.01 
 LEHMAN BROTHERS HOLDINGS INC. 
 Semi-Annual Review Notes with Contingent Principal Protection Linked to the Least Performing
Common Stock in a Basket of Common Stocks Due March 8, 2010 
  

			
	Number R-1	  	$760,000
	ISIN US5249086M72	  	CUSIP 5249086M7

 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 or the amount due upon an Automatic Call, if applicable. THE SECURITIES REPRESENTED HEREBY SHALL NOT BEAR ANY INTEREST.

 Any amount payable hereon on the Maturity Date or upon an Automatic Call, if applicable, 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. 







 This Security 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. 
  

 2 








 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: March 6, 2008	 	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

  

 3 








 Reverse of Security 
 This Security is one of a duly authorized series of Securities of the Company designated as Semi-Annual Review Notes with Contingent Principal Protection Linked to the Least Performing Common Stock in a Basket of
Common Stocks Due March 8, 2010 (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 or the amount due upon an Automatic Call, if applicable, shall, at the request of the Trustee, 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 or the amount due upon an Automatic Call, if applicable, 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 or the amount due upon an Automatic Call, if applicable, at or
prior to 11:00 a.m. on the Business Day preceding the Maturity Date or applicable Redemption Date. 
 All calculations with respect to the
Initial Share Prices, any Closing Price of one share of the Reference Stocks, the Stock Adjustment Factors, the Final Share Prices and the Payment at Maturity or the payment upon Automatic Call, if applicable, 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 on the Maturity Date or Redemption Date,
if any, 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 Maturity Date were
the date of acceleration and the Final Review Date were the third Business Day immediately preceding the date of acceleration, provided that in no event will there be an Automatic Call on this accelerated Final Review 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 
  

 4 








 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
the Outstanding Securities (as defined in the Indenture) of each series affected by a proposed supplemental indenture (each series voting as a class), evidenced as provided in the Indenture, to execute such supplemental indenture for the purpose of
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 Outstanding
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 or the amount due upon an Automatic Call, if
applicable, with respect to this Security. 
 The Securities are issuable in denominations of $1,000 and any whole multiples thereof.

 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. 
  

 5 








 No recourse for the payment of the principal of, or premium, if any, 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. 
 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 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. 
 “Automatic Call” shall mean the automatic call of the Securities if the Closing Price of
each Reference Stock on any Review Date is above or equal to its Call Price. Upon the occurrence of an Automatic Call, the Securities will be automatically called for a cash payment, per $1,000 principal amount Security, that will equal $1,000 plus
the applicable Call Premium. 
 If the Securities are subject to an Automatic Call, the Holders will receive a cash payment of $1,000 plus
the applicable Call Premium on the Call Settlement Date. 
 “Basket” shall mean the basket of common stocks composed of the
Reference Stocks. 
 “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. 
  

 6 








 “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. The term “Calculation Agent” shall, unless the context otherwise requires, include its successors and assigns. The initial Calculation Agent shall be
Lehman Brothers Inc. 
 “Call Price” shall mean, for each Reference Stock, 100% of its Initial Share Price. 
 “Call Premium” shall mean the following amount paid per $1,000 principal amount Security, as calculated by the Calculation Agent, upon
an Automatic Call shall equal: 
  

	 	(1)	If the Securities are called on the First Review Date, 20% × $1,000, 

  

	 	(2)	If the Securities are called on the Second Review Date, 40% × $1,000, 

  

	 	(3)	If the Securities are called on the Third Review Date, 60% × $1,000; and 

  

	 	(4)	If the Securities are called on the Final Review Date, 80% × $1,000. 

 “Call Settlement Date” shall mean, with respect to an Automatic Call of the Securities on the First Review Date, the Second Review Date or the Third Review Date, the third Business Day after such
Review Date. With respect to an Automatic Call of the Securities on the Final Review Date, the Maturity Date, unless that day is not a Business Day, in which case any payment on the Securities that would otherwise be due on the scheduled Call
Settlement Date will be made on the next succeeding Business Day following the originally scheduled Call Settlement Date. 
 “Cash
Value” shall mean the amount in cash equal to the product of (1) $1,000 divided by the Initial Share Price of the Least Performing Reference Stock and (2) the Final Share Price of the Least Performing Reference Stock. 

“Closing Price” shall mean, as to one share of any Reference Stock (or one unit of any other security for which a Closing Price must
be determined) on any Trading Day: 
  

	 	•	 	 if such Reference Stock (or 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 Reference Stock (or any such other security) is listed or admitted to trading; 



 

	 	•	 	 if such Reference Stock (or 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 OTC Bulletin Board Service on such day; 


  

	 	•	 	 if such Reference Stock (or 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 


  

 7 









	 	•	 	 if, because of a Market Disruption Event or otherwise, the last reported sale price for such Reference Stock (or such other security) is not available for such
Trading Day pursuant to the preceding bullet points, then (i) if such Market Disruption Event has occurred on a day other than a Review Date, the Calculation Agent’s good faith estimate of the price of the Reference Stock (or such other
security) as of the close of trading on such Trading Day, in its sole discretion, and (ii) if such Market Disruption Event has occurred with respect to the Reference Stock on any originally scheduled Review Date, the price determined pursuant
to the second bullet point under the definition of “Review Date.” 


 “Company” shall have the
meaning set forth on the face of this Security. 
 “Exchange Act” shall mean the Security Exchange Act of 1934, as amended.

 “Final Review Date” shall mean March 3, 2010, subject to postponement pursuant to the second bullet point under the
definition of “Review Date.” 
 “Final Share Price” shall mean, for any Reference Stock, its Closing Price on the
Final Review Date. 
 “First Review Date” shall mean September 3, 2008, subject to postponement pursuant to the second
bullet point under the definition of “Review 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” shall mean, for any Reference Stock and any Trading Day, the Closing Price of such Reference Stock on the Pricing
Date, divided by the Stock Adjustment Factor for such Reference Stock on such Trading Day. The Initial Share Price of each Reference Stock shall initially be as follows: 
  

				
	 Reference Stock
	  	Initial Share
Price
	 Wachovia Corporation
	  	$	 30.41
	 JPMorgan Chase & Co.
	  	$	 39.82

 “Least Performing Reference Stock” shall mean the Reference Stock with the
lowest value of all the Reference Stocks included in the Basket, with value calculated, as to any Reference Stock, as the product of (i) $1,000 divided by the Initial Share Price of such Reference Stock times (ii) the Final Share Price of
such Reference Stock. 
 “Market Disruption Event” shall mean, with respect to any Reference Stock (or any other security
for which a Closing Price must be determined): 
 (1)     the occurrence or existence of a suspension, absence or
material limitation of trading of such Reference Stock (or such other security) on the primary market for such Reference Stock (or such other security) at any time during the one- hour period preceding the close of the principal trading session in
such market; 
  

 8 








 (2)    a breakdown or failure in the price and trade reporting systems of the
primary market for such Reference Stock (or such other security) as a result of which the reported trading prices for such Reference 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; 
 (3)    the occurrence or existence of a suspension, absence or material
limitation of trading on the primary market for trading in futures or options contracts related to such Reference 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 
 (4)    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: 
 (1)    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 for such Reference Stock; 
 (2)    limitations pursuant to the rules of any Relevant Exchange similar to NYSE Rule 80B (or any applicable rule or regulation enacted or promulgated by the NYSE, any other U.S. self-regulatory organization, the
Securities Exchange Commission or any other relevant authority 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; 
 (3)    a suspension of trading in futures or options contracts on such Reference
Stock (or such other security) by the primary securities market trading in such contracts, if available, by reason of: 
  

	 	•	 	 a price change exceeding limits set by such securities 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 Reference Stock (or such other security); and 
 (4)    a “suspension, absence or material limitation of trading” on the primary securities market on which futures or
options contracts related to such Reference Stock (or such other security) are traded will not include any time when such securities market is itself closed for trading under ordinary circumstances. 
 “Maturity Date” shall mean March 8, 2010, unless that day is not a Business Day, in which case any payment on the Securities that
would otherwise be due on that day will be made on the next succeeding Business Day; provided, however, that if due to a non-Trading Day 

  

 9 








 
or a Market Disruption Event or otherwise, the Final Review Date is postponed so that it falls fewer than three Business Days prior to the scheduled Maturity
Date, the Maturity Date will be the third Business Day following the Final Review Date, as postponed. 
 “NYSE” shall mean
The New York Stock Exchange, Inc. 
 “Observation Period” shall mean the period from, and excluding, the Pricing Date to,
and including, Final Review Date. 
 “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. 
 “Payment at
Maturity” shall mean, if the Securities are not called pursuant to an Automatic Call, the following amount, per $1,000 principal amount Security, as calculated by the Calculation Agent: 
  

	 	(1)	If a Trigger Event has not occurred, $1,000; or 

  

	 	(2)	If a Trigger Event has occurred, (i) the number of shares of the Least Performing Reference Stock equal to the Physical Delivery Amount or (ii) at the Company’s
election, the Cash Value of the Physical Delivery Amount. 

 The Company may designate any of its affiliates to deliver any
shares of the Least Performing Reference Stock pursuant to the terms of the Securities and the Company shall be discharged of any obligation to deliver such shares of the Least Performing Reference Stock to the extent of such performance by its
affiliates. 
 “Physical Delivery Amount” shall mean the number of shares of the Least Performing Reference Stock, per
$1,000 principal amount Security, equal to $1,000 divided by the Initial Share Price of the Least Performing Reference Stock. The Company will pay cash in lieu of fractional shares in an amount equal to the product of the Final Share Price of the
Least Performing Reference Stock multiplied by the number of such fractional shares. 
 “Place of Payment” shall mean the
place or places where the Payment at Maturity or the amount due upon an Automatic Call, if applicable, on the Securities is payable. 
 “Price” shall mean, as to one share of any Reference Stock (or one unit of any other security for which a Price must be determined) on any Trading Day: 
  

	 	•	 	 if such Reference Stock (or 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 Reference Stock (or such other security) is listed or admitted to trading; 


  

	 	•	 	 if such Reference Stock (or 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 


  

 10 









	 	•	 	 if a bid price is not available pursuant to the preceding bullet points, the Calculation Agent’s good faith estimate of such bid price, in its sole discretion.



 “Pricing Date” shall mean March 3, 2008. 
 “Reference Stock” shall mean, initially, the common stock of Wachovia Corporation (NYSE: WB) or of JPMorgan Chase & Co. (NYSE:
JPM). Any Reference Stock may be changed in certain circumstances, as described under “Anti-dilution Adjustments—Reorganization Events.” 
 “Relevant Exchange” for any Reference Stock shall mean the primary U.S. exchange or market for trading for such Reference Stock. 
 “Reorganization Event” shall have the meaning set forth under “Anti-dilution Adjustments —Reorganization Events.”

 “Review Date” shall mean any of the First Review Date, the Second Review Date, the Third Review Date and the Final
Review Date, provided, however, that if a Review Date (including the Final Review Date) is not a Trading Day or if there is a Market Disruption Event on such day, with respect to a Reference Stock, the Calculation Agent will: 
  

	 	•	 	 with respect to each Reference Stock for which such day is a Trading Day and for which a Market Disruption Event has not occurred, determine the
Closing Price of such Reference Stock by reference to the Closing Price of such Reference Stock on that Trading Day; and 


  

	 	•	 	 with respect to each Reference Stock for which such day is not a Trading Day or for which a Market Disruption Event has occurred, (i) postpone
the Review Date to the next Trading Day for such Reference Stock on which no Market Disruption Event occurs and (ii) determine the Closing Price of such Reference Stock by reference to the Closing Price of such Reference Stock on such next
Trading Day; provided, however, if a Market Disruption Event with respect to such Reference Stock occurs on each of the eight Trading Days following the originally scheduled Review Date, then the Calculation Agent shall determine the Closing
Price of such Reference Stock with respect to such Review Date based upon its good faith estimate of the price of such Reference Stock as of the close of trading on that eighth scheduled Trading Day, in its sole discretion.



 “Second Review Date” shall mean March 3, 2009, subject to postponement pursuant to the second
bullet point under the definition of “Review Date.” 
 “Securities” shall have the meaning set forth on the
reverse of this Security. 
 “Security” shall have the meaning set forth on the front of this Security. 
  

 11 








 “Stock Adjustment Factor” for each Reference Stock shall initially equal 1.0, subject
to adjustment as described under “Anti-dilution Adjustments.” 
 “Successor Reference Stock” shall have the
meaning set forth under “Anti-dilution Adjustments—Reorganization Events.” 
 “Third Review Date” shall mean
September 3, 2009, subject to postponement pursuant to the second bullet point under the definition of “Review Date.” 
 “Trading Day” shall mean a day on which, as determined by the Calculation Agent, 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 the over-the-counter market for equity securities in the United States. 
 “Trigger Event” shall mean an event that occurs if, on any Trading Day during the Observation Period, the Closing Price of either Reference Stock is below its Trigger Price. 
 “Trigger Price” shall mean, for any Reference Stock and any Trading Day, a dollar amount that represents 60% of such Reference
Stock’s Initial Share Price as of that Trading Day. The Trigger Price of each Reference Stock shall initially be as follows: 
  

				
	 Issuer
	  	Trigger Price
	 Wachovia Corporation
	  	$	18.246
	 JPMorgan Chase & Co.
	  	$	23.892

 “Trustee” shall have the meaning set forth on the reverse of this Security.

 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 Closing Price of each Reference Stock on any Trading Day during the Observation Period; the Stock Adjustment Factor of each Reference Stock; anti-dilution adjustments and Reorganization Events; the
selection of any Successor Reference Stock; the Payment at Maturity, the payment upon Automatic Call or the Physical Settlement Amount, as applicable; as well as whether a Trigger Event has occurred. In addition, the Calculation Agent will determine
whether there has been a Market Disruption Event. All determinations and adjustments made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of 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 the Holders’ consent and without notifying Holders. 
 Anti-dilution Adjustments 
 The Stock Adjustment
Factor for each Reference Stock is subject to adjustment by the Calculation Agent as a result of the anti-dilution and reorganization adjustments described in this section. 
  

 12 








 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 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 Reference Stock after the close of business on the Business Day immediately preceding the Maturity Date. 
 No adjustments to the Stock Adjustment Factor for any Reference 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 Reference Stock, and its 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 of this occurrence, 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 this event and, if applicable, a statement in
reasonable detail setting forth such adjusted Stock Adjustment Factor. 
 Stock Splits and Reverse Stock Splits 
 If a Reference 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 Reference Stock will be adjusted so that the new Stock Adjustment Factor shall equal the product of: 
  

	 	•	 	 the prior Stock Adjustment Factor for such Reference Stock and 


  

	 	•	 	 the number of shares that a holder of one share of such Reference 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. 


 Stock Dividends or Distributions 

 If a Reference Stock is subject to a (i) stock dividend, i.e., a distribution of additional shares of such Reference Stock issued
ratably to all holders of shares of such Reference Stock, or (ii) distribution of shares of such Reference Stock as a result of the triggering of any provision of the corporate charter of the issuer of such Reference Stock, then, once the
dividend has become effective and the shares are trading ex-dividend, the Stock Adjustment Factor for such Reference Stock will be adjusted so that it equals the Stock Adjustment Factor before such adjustment plus the product of: 
  

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


  

 13 









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


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

	 	•	 	 the Stock Adjustment Factor before such adjustment, and 


  

	 	•	 	 a fraction whose numerator is the Current Market Price of such Reference 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 Reference Stock, the Calculation Agent shall determine in its sole discretion the appropriate
adjustment to the Stock Adjustment Factor for such Reference Stock. 


 The “Current Market Price” of a Reference
Stock means the arithmetic average of the Closing Prices of such Reference 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 Reference Stock. 
 The “ex-dividend date” is, with respect to the distribution of a dividend, the first Trading Day on
which transactions in such Reference Stock trade on the Relevant Exchange without the right to receive that distribution. 
 The “Fair
Market Value” of any such distribution 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 Reference 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 Reference Stock and shall be treated as a Reorganization Event only pursuant to clause (a), (d) or (e) under the section entitled “—Reorganization Events.”
A distribution on a Reference 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.” 
  

 14 








 Cash Dividends or Distributions 
 If the issuer of a Reference Stock pays dividends or makes other distributions consisting exclusively of cash to all holders of that Reference 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 Reference Stock will be adjusted so that it equals the product of: 
  

	 	•	 	 the Stock Adjustment Factor before such adjustment, and 


  

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


 “Dividend Threshold” shall mean the amount of any cash dividend or cash distribution distributed per share of a Reference Stock that exceeds
the immediately preceding cash dividend or other cash distribution, if any, per share of such Reference Stock by more than 10% of the Closing Price of such Reference Stock on the Trading Day immediately preceding the ex-dividend date. 
 Issuance of Transferable Rights or Warrants 
 If the issuer of a Reference Stock issues transferable rights or warrants to all holders of the relevant Reference Stock to subscribe for or purchase such Reference Stock, including new or existing rights to purchase such Reference Stock at
an exercise price per share less than the closing price of such Reference 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 Reference 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 Reference Stock equals the Stock Adjustment Factor before such adjustment plus the product of: 
  

	 	•	 	 the Stock Adjustment Factor before such adjustment and 


  

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



 The number of shares that can be purchased will be based on the Closing Price of such Reference Stock on the date on
which the new Stock Adjustment Factor for such Reference 

  

 15 








 
Stock is determined. The cash value of such warrants or rights, if the warrants or rights are traded on a U.S. national securities exchange, will 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, the Calculation Agent will determine, in its good faith estimate, the price of such warrant or right on the date on which
the new Stock Adjustment Factor is determined, in its sole discretion. 
 Reorganization Events 
 If prior to the Maturity Date, 
  

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


  

	 	(b)	the issuer of a Reference Stock, or any surviving entity or subsequent surviving entity of the issuer of a Reference 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 a Reference Stock or any Successor Entity with another corporation occurs, other than pursuant to clause (b) above,


  

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

  

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

  

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

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

	 	(A)	determine a Successor Reference Stock (as defined below) to such Reference Stock that experiences any such Reorganization Event (the “Original Reference 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 (such successor reference stock as so determined, a “Successor Reference
Stock” and such successor reference stock issuer, a “Successor Reference Stock Issuer”); or 

  

	 	(B)	 deem the Closing Price and the Stock Adjustment Factor of such Original Reference Stock on the Trading Day immediately prior to the effective date of 



  

 16 









	 	 
such Reorganization Event to be the Closing Price (in the case of daily monitoring) (or the Price (in the case of continuous monitoring)) and the Stock
Adjustment Factor of such Original Reference Stock on every remaining Trading Day to, and including, the last Trading Day in the Observation Period. 


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

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


  

	 	(ii)	the Trigger Price for such Successor Reference Stock will be an amount that represents the same percentage of the Initial Share Price for such Successor Reference Stock as the
percentage of the Initial Share Price of the Original Reference Stock represented by the Trigger Price, if applicable, of the Original Reference Stock, as determined by the Calculation Agent; 

  

	 	(iii)	the Call Price for the Successor Reference Stock will be an amount that represents the same percentage of the Initial Share Price for the Successor Reference Stock as the percentage
of the Initial Share Price of the Original Reference Stock represented by the Trigger Price, if applicable, of the Original Reference Stock, as determined by the Calculation Agent; and 

  

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

 For the avoidance of doubt, in the case of an issuance
by the issuer of a Reference Stock to all of its shareholders of equity securities of an issuer other than the issuer of such Reference Stock as described in clause (e) above, if the Closing Price of such Reference Stock as of the effective
date of such issuance does not increase or decline by at least 50% from the Initial Share Price of the relevant Reference Stock, such issuance shall not constitute a Reorganization Event and no adjustments shall be made under this “—
Reorganization Events” section. Instead, such Reference Stock will be subject to adjustments as described under “Non-cash Distributions” in this “Anti-dilution Adjustments” section. 
  

 17 








 The “Successor Reference Stock” will be the common stock of a U.S. company that is 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 that is not already a Reference Stock, with the same primary Standard
Industrial Classification Code (“SIC Code”) as the Original Reference Stock that, in the sole discretion of the Calculation Agent, is the most comparable to the Original Reference 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 Reference 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 Reference Stock cannot be identified as set forth above for which a Hedging Restriction does not exist, the Successor Reference 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 Reference Stock. 
 Following a Reorganization Event in which a Successor Reference Stock is selected, the Stock Adjustment Factor of the Successor Reference Stock will be
subject to adjustment as described above under this “Anti-dilution Adjustments” section, and, if no Successor Reference Stock is selected, the Original Reference Stock Issuer will, 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 — Reorganization Events” in this “Anti-dilution Adjustments” section. 
 The Company shall, or shall cause the Calculation Agent to, provide written notice to the Trustee, the Company and The Depository Trust Company
(“DTC”) within thirty business days immediately following the effective date of any Reorganization Event, of the Successor Reference Stock Issuer, the Successor Reference Stock, the Trigger Price and the Initial Share Price for such
Successor Reference Stock, as well as the Original Reference Stock so replaced. 
  

 18 








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

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

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

		    	Survivorship and not as tenants in common	    		  	(State)

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

			
	 	 	
	 	
	 	 	

  
  
  

	
	 

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

	
	 

 the within 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. 
  

 19