EXHIBIT 4.1



                     CERTIFICATE OF DESIGNATIONS, POWERS,
                            PREFERENCES AND RIGHTS
                                    OF THE
              FLOATING RATE CUMULATIVE PREFERRED STOCK, SERIES G
             ($2,500.00 initial liquidation preference per share)

                                      OF

                         LEHMAN BROTHERS HOLDINGS INC.

                       ---------------------------------

                        Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware

                       ---------------------------------

         LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation (the
         "Corporation"), HEREBY CERTIFIES that the following resolution was
         duly adopted by the Executive Committee of the Board of Directors of
         the Corporation in accordance with Section 151(g) of the General
         Corporation Law of the State of Delaware pursuant to the authority
         conferred upon the Board of Directors of the Corporation by the
         provisions of the Restated Certificate of Incorporation of the
         Corporation and pursuant to the authority conferred upon the
         Executive Committee by the By-Laws of the Corporation and pursuant to
         the authority duly delegated thereto by the Board of Directors of the
         Corporation:

         RESOLVED, that the Corporation be, and hereby is, authorized to issue
a new series of its preferred stock, par value $1.00 per share, with a
liquidation preference, in the aggregate, of up to $130,000,000, on the
following terms, with the following designations, powers, preferences and
rights:

         1. Designation and Amount; Fractional Shares. The series of preferred
stock shall be designated as the "Floating Rate Cumulative Preferred Stock,
Series G" (the "Series G Preferred Stock"). The Series G Preferred Stock shall
be perpetual and the authorized number of shares of Series G Preferred Stock
shall be fifty-two thousand (52,000) shares. The Series G Preferred Stock is
issuable in whole shares only.

         2. Dividends. Holders of shares of Series G Preferred Stock shall be
entitled to receive, when, as and if declared by the Board or a duly
authorized committee thereof out of funds of the Corporation legally available
for payment, cumulative cash dividends at the Applicable Rate (as defined in
Section 3). Dividends on the Series G Preferred Stock shall accrue from the
date of initial issuance and shall be payable monthly, in arrears, on the 15th
day of each month, commencing March 15, 2004 (each a "Dividend Payment Date"),
provided that if any date on which dividends would otherwise be payable shall
not be a New York and London business day, then the Dividend Payment Date will
be the next succeeding New York and London business day, unless such day falls
in the next calendar month, in which case the

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Dividend Payment Date will be the immediately preceding New York and London
business day. "New York business day" means any day that is not a Saturday or
Sunday and that, in New York City, is not a day on which banking institutions
generally are authorized or obligated by law or executive order to be closed.
("London business day" means any day other than a Saturday or a Sunday on
which dealings in deposits in dollars are transacted, or with respect to any
future date are expected to be transacted, in the London interbank market.)
Dividends on shares of the Series G Preferred Stock shall be fully cumulative
and shall accumulate (whether or not earned or declared), on a daily basis,
without interest, from and including the previous Dividend Payment Date to but
excluding the current Dividend Payment Date (for avoidance of doubt, in each
case as such Dividend Payment Date may have been postponed or accelerated as
aforesaid), except that the first dividend shall accrue, without interest,
from the date of initial issuance of the Series G Preferred Stock. Accumulated
and unpaid dividends shall not bear interest. Dividends shall be payable, in
arrears, to holders of record as they appear on the stock books of the
Corporation on each record date, which shall be the 1st day of the month in
which such Dividend Payment Date occurs (or, if the Dividend Payment Date is
postponed for any of the reasons discussed above in this paragraph, the 1st
day of the month prior to such Dividend Payment Date) (each of which dates
being a "Dividend Payment Record Date"). Dividends payable on the Series G
Preferred Stock shall be computed on the basis of a 360-day year and the
actual number of days elapsed. Dividends shall cease to accrue on the Series G
Preferred Stock on the date of their earlier redemption pursuant to Section 6,
unless the Corporation shall default in providing funds for the payment of the
redemption price on the shares called for redemption pursuant thereto.

         No dividends may be declared or paid or set apart for payment on any
Parity Preferred Stock (as defined in Section 8 below) unless there shall also
be or have been declared and paid or set apart for payment on the Series G
Preferred Stock, dividends for all dividend payment periods of the Series G
Preferred Stock ending on or before the Dividend Payment Date of such Parity
Preferred Stock, ratably in proportion to the respective amounts of dividends
(x) accumulated and unpaid or payable on such Parity Preferred Stock, on the
one hand, and (y) accumulated and unpaid through the dividend payment period
or periods of the Series G Preferred Stock coinciding with or next preceding
such Dividend Payment Date, on the other hand.

         Except as set forth in the preceding sentence, unless full cumulative
dividends on the Series G Preferred Stock have been paid through the most
recently completed monthly dividend period for the Series G Preferred Stock,
no dividends (other than in common stock of the Corporation) may be paid or
declared and set aside for payment or other distribution made upon the common
stock or on any other stock of the Corporation ranking junior to or on a
parity with the Series G Preferred Stock as to dividends, nor may any common
stock or any other stock of the Corporation ranking junior to or on a parity
with the Series G Preferred Stock as to dividends be redeemed, purchased or
otherwise acquired for any consideration (or any payment be made to or
available for a sinking fund for the redemption of any shares of such stock;
provided, however, that any moneys theretofore deposited in any sinking fund
with respect to any preferred stock of the Corporation in compliance with the
provisions of such sinking fund may thereafter be applied to the purchase or
redemption of such preferred stock in accordance with the terms of such
sinking fund, regardless of whether at the time of such application full
cumulative dividends upon shares of the Series G Preferred Stock outstanding
to the last Dividend Payment

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Date shall have been paid or declared and set apart for payment) by the
Corporation; provided that any such junior or parity stock or common stock may
be converted into or exchanged for stock of the Corporation ranking junior to
the Series G Preferred Stock as to dividends.

         3. Definition of Applicable Rate, etc. The "Applicable Rate" for any
dividend period shall be a floating rate per annum of 0.75% above one-month
LIBOR, but in no event will the Applicable Rate be less than 3.0% per annum.
For the first dividend period, the Applicable Rate will be 3.0%. LIBOR, with
respect to a dividend period, means the rate (expressed as a percentage per
annum) for deposits in U.S. dollars for a one-month period that appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on the second London
business day immediately preceding the first day of such dividend period. The
term "Telerate Page 3750" means the display on Bridge Telerate, Inc. on page
3750, or any successor service or page for the purpose of displaying the
London interbank offered rates of major banks.

          If LIBOR cannot be determined as described above, the Corporation
will select four major banks in the London interbank market. The Corporation
will request that the principal London offices of those four selected banks
provide their offered quotations to prime banks in the London interbank market
at approximately 11:00 a.m., London time, on the second London business day
immediately preceding the first day of such dividend period. These quotations
will be for deposits in U.S. dollars for a one-month period. Offered
quotations must be based on a principal amount equal to an amount that is
representative of a single transaction in U.S. dollars in the market at the
time.

         If two or more quotations are provided, LIBOR for the dividend period
will be the arithmetic mean of the quotations. If fewer than two quotations
are provided, the Corporation will select three major banks in New York City
and will then determine LIBOR for the dividend period as the arithmetic mean
of rates quoted by those three major banks in New York City to leading
European banks at approximately 3:00 p.m., New York City time, on the second
London business day immediately preceding the first day of such dividend
period. The rates quoted will be for loans in U.S. dollars, for a one-month
period. Rates quoted must be based on a principal amount equal to an amount
that is representative of a single transaction in U.S. dollars in the market
at the time. If fewer than three New York City banks selected by the
Corporation are quoting rates, LIBOR for the applicable period will be the
same as for the immediately preceding dividend period.

         The term "dividend period" means the period from and including each
Dividend Payment Date to but excluding the next succeeding Dividend Payment
Date (for avoidance of doubt, in each case as such Dividend Payment Date may
have been postponed or accelerated as aforesaid).

         4. Liquidation Preference. The shares of Series G Preferred Stock
shall rank, as to liquidation, dissolution or winding up of the Corporation,
prior to the shares of common stock and any other stock of the Corporation
ranking junior to the Series G Preferred Stock as to rights upon liquidation,
dissolution or winding up of the Corporation, so that in the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, the holders of the Series G Preferred Stock shall be entitled
to receive out of the assets of the Corporation available for distribution to
its stockholders, whether from capital, surplus or earnings, before any
distribution is made to holders of shares of common stock or any other such

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<PAGE>

junior stock, an amount equal to the liquidation preference of $2,500.00 per
share plus an amount equal to all dividends (whether or not earned or
declared) accrued and accumulated and unpaid on the shares of Series G
Preferred Stock to the date of final distribution. The holders of the Series G
Preferred Stock shall not be entitled to receive the preferential amounts as
aforesaid until the liquidation preference of any other stock of the
Corporation ranking senior to the Series G Preferred Stock as to rights upon
liquidation, dissolution or winding up shall have been paid (or a sum set
aside therefor sufficient to provide for payment) in full. After payment of
the full amount of the preferential amounts as aforesaid, the holders of
shares of Series G Preferred Stock will not be entitled to any further
participation in any distribution of assets by the Corporation. If, upon any
liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation, or proceeds thereof, distributable among the holders of shares of
Parity Preferred Stock and Series G Preferred Stock shall be insufficient to
pay in full the preferential amounts payable thereon, then such assets, or the
proceeds thereof, shall be distributable among such holders ratably in
accordance with the respective amounts which would be payable on such shares
if all amounts payable thereon were paid in full. For the purposes hereof,
neither a consolidation or merger of the Corporation with or into any other
corporation, nor a merger of any other corporation with or into the
Corporation, nor a sale, lease, exchange or transfer of all or any part of the
Corporation's assets shall be considered a liquidation, dissolution or winding
up of the Corporation.

         5. Conversion. The Series G Preferred Stock is not convertible into,
or exchangeable for, other securities or property.

         6. Voting Rights. The Series G Preferred Stock, except as provided
herein or as otherwise from time to time required by law, shall have no voting
rights. Whenever, at any time or times, dividends payable on the shares of
Series G Preferred Stock or on any Parity Preferred Stock shall be in arrears
for an aggregate number of days equal to six calendar quarters or more,
whether or not consecutive, the authorized number of directors of the
Corporation shall automatically be increased by two and the holders of the
Series G Preferred Stock shall have the right, with holders of shares of any
one or more other classes or series of Parity Preferred Stock outstanding at
the time upon which like voting rights have been conferred and are exercisable
("Voting Parity Stock"), voting together as a class, to elect two directors
(hereinafter the "Preferred Directors" and each a "Preferred Director") to
fill such newly created directorships at the Corporation's next annual meeting
of stockholders and at each subsequent annual meeting of stockholders until
such arrearages have been paid or set aside for payment, at which time such
right shall terminate, except as herein or by law expressly provided, subject
to revesting in the event of each and every subsequent default of the
character above mentioned. Upon any termination of the right of the holders of
shares of Series G Preferred Stock and Voting Parity Stock as a class to vote
for directors as provided above, the term of office of all Preferred Directors
then in office shall terminate immediately and the authorized number of
directors shall be reduced by the number of Preferred Directors elected
pursuant hereto. Any Preferred Director may be removed at any time, with or
without cause. Any vacancy created thereby may be filled only by the
affirmative vote of the holders of shares of Series G Preferred Stock voting
separately as a class (together with the holders of shares of Voting Parity
Stock). If the office of any Preferred Director becomes vacant for any reason
other than removal from office as aforesaid, the remaining Preferred Director
may choose a successor who shall hold office for the unexpired term in respect
of which such vacancy occurred. At elections for such directors, each

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holder of shares of Series G Preferred Stock shall be entitled to ten votes
for each share held (the holders of shares of any other class or series of
Voting Parity Stock being entitled to such number of votes, if any, for each
share of such stock held as may be granted to them).

         So long as any shares of any Series G Preferred Stock remain
outstanding, the Corporation shall not, without the affirmative vote of the
holders of at least 66-2/3% of the shares of such Series G Preferred Stock (i)
authorize, create or issue any capital stock of the Corporation ranking, as to
dividends or upon liquidation, dissolution or winding up, prior to such Series
G Preferred Stock, or reclassify any authorized capital stock of the
Corporation into any such shares of such capital stock or issue any obligation
or security convertible into or evidencing the right to purchase any such
shares of capital stock, or (ii) amend, alter or repeal the certificate of
designations for such Series G Preferred Stock, or the Restated Certificate of
Incorporation of the Corporation, whether by merger, consolidation or
otherwise, so as to adversely affect the powers, preferences or special rights
of such Series G Preferred Stock. Any increase in the amount of authorized
common stock or other authorized preferred stock, or any increase or decrease
in the number of shares of any series of preferred stock or the authorization,
creation and issuance of other classes or series of common stock or other
stock, in each case ranking on a parity with or junior to the shares of Series
G Preferred Stock with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up, shall not
be deemed to adversely affect such powers, preferences or special rights.

         In exercising the voting rights set forth in this Section 5 or when
otherwise granted voting rights by operation of law or by the Corporation,
each share of Series G Preferred Stock shall be entitled to ten votes.

         The foregoing voting provisions shall not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required or upon which the holders of Series G Preferred Stock shall be
entitled to vote shall be effected, all outstanding shares of Series G
Preferred Stock shall have been redeemed or called for redemption and
sufficient funds shall have been deposited in trust to effect such redemption.

         7. Redemption. The shares of Series G Preferred Stock shall not be
redeemable prior to February 15, 2009. On any Dividend Payment Date on and
after such date, the Corporation, at its option, may redeem shares of the
Series G Preferred Stock, as a whole or in part, at a redemption price equal
to $2,500.00 per share, plus, in each case, an amount equal to all dividends
(whether or not earned or declared) accrued and accumulated and unpaid to, but
excluding, the date fixed for redemption.

         The holders of shares of Series G Preferred Stock at the close of
business on a Dividend Payment Record Date shall be entitled to receive the
dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the call for redemption thereof (except that holders of shares
called for redemption on a date occurring between such Record Date and the
Dividend Payment Date shall not be entitled to receive such dividend on such
Dividend Payment Date) or the Corporation's default in payment of the dividend
due on such Dividend Payment Date.

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         If fewer than all the outstanding shares of Series G Preferred Stock
are to be redeemed, the number of shares to be redeemed shall be determined by
the Board of Directors and the shares to be redeemed shall be selected by lot
or pro rata or by any other means determined by the Board of Directors in its
sole discretion to be equitable.

         If full cumulative dividends on the Series G Preferred Stock have not
been paid or set apart for payment with respect of all prior dividend periods,
the Series G Preferred Stock may not be redeemed in part and the Corporation
may not purchase or acquire any shares of the Series G Preferred Stock
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of the Series G Preferred Stock.

         In the event the Corporation shall redeem shares of Series G
Preferred Stock, written notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 20 days nor more than 60
days prior to the redemption date, to each holder of record of the shares to
be redeemed at such holder's address as the same appears on the stock books of
the Corporation; provided, however, that no failure to give such notice nor
any defect therein shall affect the validity of the proceeding for the
redemption of any shares of Series G Preferred Stock to be redeemed except as
to the holder to whom the Corporation has failed to mail said notice or except
as to the holder whose notice was defective. Each such notice shall state: (a)
the redemption date; (b) the number of shares of Series G Preferred Stock to
be redeemed and, if less than all the shares held by such holder are to be
redeemed from such holder, the number of shares to be redeemed from such
holder; (c) the redemption price and any accumulated and unpaid dividends to
the redemption date; (d) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (e) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date (unless the Corporation shall default in providing funds for the payment
of the redemption price of the shares called for redemption at the time and
place specified in such notice).

         If a notice of redemption has been given pursuant to this Section 6
and if, on or before the date fixed for redemption, the funds necessary for
such redemption shall have been set aside by the Corporation, separate and
apart from its other funds, in trust for the pro rata benefit of the holders
of the shares of Series G Preferred Stock so called for redemption, then,
notwithstanding that any certificates for such shares have not been
surrendered for cancellation, on the redemption date dividends shall cease to
accrue on the shares to be redeemed, and at the close of business on the
redemption date the holders of such shares shall cease to be stockholders with
respect to such shares and shall have no interest in or claims against the
Corporation by virtue thereof and shall have no voting or other rights with
respect to such shares, except the right to receive the moneys payable upon
surrender (and endorsement, if required by the Corporation) of their
certificates, and the shares evidenced thereby shall no longer be outstanding.
The Corporation's obligation to provide funds for the payment of the
redemption price (and any accumulated and unpaid dividends to the redemption
date) of the shares called for redemption shall be deemed fulfilled if, on or
before a redemption date, the Corporation shall deposit, with a bank or trust
company, or an affiliate of a bank or trust company, having an office or
agency in New York City and having a capital and surplus of at least
$50,000,000, such funds sufficient to pay the redemption price (and any
accumulated and unpaid dividends to the redemption date) of the shares called
for redemption, in trust for the account of the holders of the shares to be
redeemed (and so as to be and continue to be available therefor), with
irrevocable instructions

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and authority to such bank or trust company that such funds be delivered upon
redemption of the shares of Series G Preferred Stock so called for redemption.

         Subject to applicable escheat laws, any moneys so set aside by the
Corporation and unclaimed at the end of two years from the redemption date
shall revert to the general funds of the Corporation, after which reversion
the holders of such shares so called for redemption shall look only to the
general funds of the Corporation for the payment of the amounts payable upon
such redemption. Any interest accrued on funds so deposited shall be paid to
the Corporation from time to time.

         Shares of Series G Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed, shall (upon
compliance with any applicable provisions of the laws of the State of
Delaware) have the status of authorized and unissued shares of the class of
Preferred Stock undesignated as to series and may be redesignated and reissued
as part of any series of the preferred stock.

         8. Amendment of Resolution. The Board reserves the right from time to
time to increase or decrease the number of shares that constitute the Series G
Preferred Stock (but not below the number of shares thereof then outstanding)
and in other respects to amend this Certificate of Designations within the
limitations provided by law, this resolution and the Restated Certificate of
Incorporation.

         9. Rank. Any stock of any class or classes or series of the
Corporation shall be deemed to rank:

         (a) prior to shares of the Series G Preferred Stock, either as to
dividends or upon liquidation, dissolution or winding up, or both, if the
holders of stock of such class or classes or series shall be entitled by the
terms thereof to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of shares of the Series G Preferred Stock;

         (b) on a parity with shares of the Series G Preferred Stock, either
as to dividends or upon liquidation, dissolution or winding up, or both,
whether or not the dividend rates, dividend payment dates, or redemption or
liquidation prices per share thereof be different from those of the Series G
Preferred Stock, if the holders of stock of such class or classes or series
shall be entitled by the terms thereof to the receipt of dividends or of
amounts distributed upon liquidation, dissolution or winding up, as the case
may be, in proportion to their respective dividend rates or liquidation
prices, without preference or priority of one over the other as between the
holders of such stock and the holders of shares of Series G Preferred Stock
(the term "Parity Preferred Stock" being used to refer to any stock on a
parity with the shares of Series G Preferred Stock, either as to dividend or
upon liquidation, dissolution or winding up, or both, as the content may
require); and

         (c) junior to shares of the Series G Preferred Stock, either as to
dividends or upon liquidation, dissolution or winding up, or both, if such
class or classes or series shall be common stock or if the holders of the
Series G Preferred Stock shall be entitled to the receipt of dividends

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or of amounts distributable upon liquidation, dissolution or winding up, as
the case may be, in preference or priority to the holders of stock of such
class or classes or series.

         The Series G Preferred Stock shall rank, as to dividends and upon
liquidation, dissolution or winding up, on a parity with the Corporation's
5.94% Cumulative Preferred Stock, Series C, the Corporation's 5.67% Cumulative
Preferred Stock, Series D, the Corporation's Fixed/Adjustable Rate Cumulative
Preferred Stock, Series E, the Corporation's 6.50% Cumulative Preferred Stock,
Series F and any Parity Preferred Stock issued hereafter.



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         IN WITNESS WHEREOF, the undersigned, being duly authorized thereto,
does hereby affirm, under penalties of perjury, that this certificate is the
act and deed of the Corporation and that the facts herein stated are true, and
accordingly has hereunto set his hand this 30th day of January, 2004.


                                        LEHMAN BROTHERS HOLDINGS INC.


                                        By:  /s/ Barrett S. DiPaolo
                                           -----------------------------------
                                           Name:   Barrett S. DiPaolo
                                           Title:  Vice President and
                                                   Assistant Secretary


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