Exhibit 4.12


 


CS-1


 


Certificate
Evidencing Trust Common Securities


 


of


 


LEHMAN
BROTHERS HOLDINGS E-CAPITAL TRUST I


 


Trust Common
Securities

(Liquidation Amount $1,000 per Trust Common Security)


 


LEHMAN BROTHERS HOLDINGS E-CAPITAL TRUST I, a
statutory trust formed under the laws of the State of Delaware (the “Trust”),
hereby certifies that Lehman Brothers Holdings Inc., a Delaware corporation
(the “Holder”) is the registered owner of ONE (1) common securities
of the Trust representing undivided beneficial ownership interests in the
assets of the Trust designated the Trust Common Securities (liquidation amount
$1,000 per security) (the “Trust Common
Securities”). The Trust Securities shall mature on August 19,
2065.  The designation, rights, powers, privileges, restrictions, preferences and
other terms and provisions of the Trust Common Securities represented hereby
are set forth in, issued under and shall in all respects be subject to the provisions of the Declaration
of Trust dated as of August 19, 2005, as the same may be amended from time
to time (the “Declaration of Trust”). Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration of Trust. The
Holder is entitled to the benefits of the Trust Common Securities Guarantee to
the extent provided therein.  Each Holder
of a Trust Common Security, by acceptance of this Certificate, agrees to treat
any Affiliate Debt Instruments that are treated as debt instruments by the
relevant Investment Affiliate and by the
LLC, as indebtedness for United States federal income tax purposes. The Sponsor
shall provide a copy of the Declaration of Trust, the Trust Common Securities
Guarantee and the LLC Agreement to a Holder without charge upon written request
to the Sponsor at its principal place of business. THE TRUST COMMON SECURITIES
ARE TRANSFERABLE ON THE BOOKS AND RECORDS OF THE TRUST ONLY IN ACCORDANCE WITH
THE TERMS OF THE DECLARATION.


 


Upon receipt
of this certificate, the Sponsor is bound by the Declaration of Trust and is
entitled to the benefits thereunder.


 





















 


IN WITNESS
WHEREOF, the Trust has executed this certificate this 19th day of August, 2005.


 


 


	
   

  	
  LEHMAN BROTHERS HOLDINGS E-CAPITAL

  TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Barrett
  S. DiPaolo

  	
   

  
	
   

  	
  Name: Barrett S. DiPaolo, as
  Regular Trustee

  



 


(See reverse for additional terms)


 


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CERTIFICATE OF
AUTHENTICATION


 


This is the
Trust Common Security described in the within-mentioned Declaration of Trust.


 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  as Property Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tai Bill Lee

  	
   

  
	
   

  	
  Authorized
  Officer

  



 


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[REVERSE OF
SECURITY]


 


Holders of
Trust Common Securities shall be entitled to receive cumulative cash
distributions at such times and in such amounts as the Trust receives cash
payments from the LLC on the LLC Preferred Securities or from the Company on
the Trust Guarantee (or, in the event the LLC has been liquidated, from the
assets of the LLC that are distributed to the Trust).  Distributions on the Trust Common Securities
shall be payable only to the extent that the Trust has funds available for the
payment of such distributions in the Property Account. If and to the extent
that the LLC makes a distribution on the LLC Preferred Securities held by the
Property Trustee or the Company makes a payment under the Trust Guarantee, the
Trust shall and the Property Trustee is directed, to the extent funds are
available for that purpose, to make a Pro Rata distribution of such amounts to
Holders; provided, however, that if on any date on which amounts
are payable on distribution or redemption an Investment Event of Default shall
have occurred and be continuing, no payment of any Redemption Price of any of
the Trust Common Securities, and no other payment on account of the redemption,
liquidation or other acquisition of such Trust Common Securities, shall be made
unless payment in full in cash of all Distributions on all of the outstanding
Trust Preferred Securities for all quarterly distribution periods terminating
on or prior thereto, or, in the case of amounts payable on redemption, the full
amount of the Redemption Price for all of the outstanding Trust Preferred
Securities then called for redemption, shall have been made or provided for,
and all funds available to the Property Trustee shall first be applied to the
payment in full in cash of all distributions on, or the Redemption Price of,
the Trust Preferred Securities then due and payable.


 


Except as
otherwise described herein, distributions on the Trust Common Securities shall
be cumulative, shall accumulate from the date of initial issuance and shall be
payable quarterly in arrears, on February 19, May 19, August 19
and November 19 of each year, commencing
on November 21, 2005, if, as and when available for payment by the
Property Trustee. Distributions shall be payable to the Holders of record of
Trust Common Securities as they appear on the books and records of the Trust on
the relevant record dates,
which shall be one Business Day prior to the relevant payment dates. If
distributions are not paid when scheduled, the accumulated distributions will
be paid to the Holders of Trust Securities as they appear on the books and
records of the Trust on the record date with respect to the payment date for
the Trust Securities that corresponds to the payment date fixed by the LLC with
respect to the payment date for the Trust Securities that corresponds to the
payment date fixed by the LLC with respect to the payment of cumulative
distributions on the LLC preferred securities. 
In the event that any date on which
distributions are payable is not a Business Day and a London Business Day,
payment of such distribution shall be made on the next succeeding day which is
a Business Day and a London Business Day unless such day falls in the next
calendar month, in which case the distribution payment date shall be the
immediately preceding Business Day and London Business Day.  Payments of accumulated distributions shall
be payable to Holders of record of Trust Common Securities as they appear on
the books and records of the Trust on the record date with respect to the
payment date for the Trust Common Securities which corresponds to the payment
date fixed by the LLC with respect to the payment of cumulative distributions
on the LLC Preferred Securities.


 


The Trust
Common Securities shall be redeemable as provided in the Declaration of Trust.


 


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The Holder of
this Trust Common Security, by its acceptance hereof, agrees that the arrangement
created by the Declaration of Trust shall be treated as a grantor trust for
federal income tax purposes and to take no action inconsistent with the
treatment of the Trust Common Securities as undivided beneficial interest in
the assets of the Trust.


 


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ASSIGNMENT


 


	
  FOR VALUE
  RECEIVED, the undersigned assigns and transfers this Trust Common Security
  Certificate to:

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Insert assignee’s social security or tax
  identification number)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Insert address and zip code of assignee)

  
	
   

  
	
  and
  irrevocably appoints

  
	
   

  
	
   

  
	
   

  	
  agent to
  transfer this Trust Common 

  
	
  Security
  Certificate on the books of the Trust. The agent may substitute another to
  act for him or her.

  
	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  (Sign
  exactly as your name appears on the other side of this Trust Common Security
  Certificate)

  
					



 


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