Exhibit 4.02


	
  CUSIP NO. 52517PU41

  	
   

  
	
  ISIN NO. US52517PU410

  	
   

  
	
   

  	
   

  
	
  REGISTERED

  	
  PRINCIPAL AMOUNT: $16,000,000

  
	
  No. R-1

  	
   

  



 


LEHMAN BROTHERS HOLDINGS INC.


MEDIUM-TERM NOTE, SERIES I


FX- AND INDEX-LINKED NOTE
 DUE MARCH 30, 2009


THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE
DEPOSITORY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY (AS DEFINED BELOW) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
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
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.


Unless
and until it is exchanged in whole or in part for Notes in certificated form (a
“Certificated Note”), this Global 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 the 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.













LEHMAN
BROTHERS HOLDINGS INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the “Company,” which term includes
any successor corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to CEDE & Co., or
registered assigns, on the Maturity Date, an amount equal to the
Redemption Amount.


The “Maturity Date” is March 30, 2009, or if
such day is not a Business Day, on the next following Business Day.


The “Redemption Amount” is the amount equal to the sum of the principal
amount of the Notes plus the Additional Amount, if any.


The “Additional Amount” is a single U.S. Dollar amount equal the
principal amount of the Notes multiplied by the Basket Value, provided that the minimum Additional Amount payable on the
Notes shall be zero.


The “Reference Currency” is the Japanese Yen
(JPY).


The “Reference Index” is the Nikkei 225SM Index, which is compiled and calculated by the
Index Sponsor.


The “Basket Value” is the sum of the Weighted
Currency Return plus the Weighted Index Return.


The “Reference
Exchange Rate” is the spot exchange rate for the Reference Currency quoted
against the U.S. Dollar (USD) expressed as the number of JPY per one USD.


The “Weighted
Currency Return” is the product of the Currency Weight times the Currency
Return.


The “Currency
Weight” is 50%.


The “Currency
Return” is a quotient, the numerator of which is the difference of the Initial
Currency Rate minus the Final Currency Rate and the denominator of which is the
Initial Currency Rate.


The “Initial
Currency Rate” is 118.07, the Reference Exchange Rate on the Trade Date,
observed in accordance with the Settlement Rate Option.


The “Final
Currency Rate” is the Reference Exchange Rate on the Valuation Date, observed
in accordance with the Settlement Rate Option (subject to the occurrence of a
Disruption Event).


The “Weighted
Index Return” is the product of the Index Weight times the Index Return.


The “Index
Weight” is 50%.


The “Index
Return” is a quotient, the numerator of which is the difference of the Final
Index Level minus the Initial Index Level and the denominator of which is the
Initial Index Level.













 


The “Index
Level” is the daily closing level of the Reference Index, as determined and
published by the Index Sponsor (subject to the occurrence of a Disruption
Event).


The “Initial
Index Level” is 17,365.05, the Index Level on the Trade Date.


The “Final
Index Level” is the Index Level on the Valuation Date (subject to the
occurrence of a Disruption Event).


The “Index
Sponsor” is Nikkei Inc. (NKS).


The “Trade Date” is March 27, 2007.


A “Valuation
Business Day” is any day that is both (a) a Currency Business Day for the
Reference Currency and (b) a Scheduled Trading Day for the Reference Index.


A “Currency
Business Day” is, for the Reference Currency, any day that is not a Saturday, a
Sunday or a day on which banking institutions generally are authorized or
obligated by law or executive order to be closed (including for dealings in
foreign exchange in accordance with the market practice of the foreign exchange
market) in New York City.


A “Scheduled
Trading Day” is, for the Reference Index, any day on which the Nikkei 225 SM
Index (or any successor index) is published by Nikkei Inc. (or the publisher of
such successor index) or otherwise determined by the Calculation Agent.


The “Valuation Date” is March 24, 2009;
provided that, upon the occurrence of a Disruption Event with respect to the
Reference Currency or the Reference Index, the Valuation Date for the affected
Reference Currency may be postponed (as described in “Disruption Events”
below).


If the
Calculation Agent determines that a Disruption Event relating to either or both
of the Reference Currency and/or the Reference Index is in effect on the
scheduled Valuation Date, the Calculation Agent will calculate the Basket Value
using:


·                                          if either the Reference
Currency or the Reference Index did not suffer a Disruption Event on the
scheduled Valuation Date, the Final Currency Rate or Final Index Level, as
applicable, on the scheduled Valuation Date, and


·                                          if either or both of the
Reference Currency and/or the Reference Index did suffer a Disruption Event on
the scheduled Valuation Date, the Final Currency Rate and/or the Final Index
Level, as the case may be on the immediately succeeding Scheduled Currency
Business Day or Scheduled Trading Day, as applicable, on which no Disruption
Event occurs or is continuing with respect to the Reference Currency and/or the
Reference Index;


provided, however that if a
Disruption Event has occurred or is continuing with respect to either or both
of the Reference Currency and/or the Reference Index on each of the three
Scheduled Currency Business Days or Scheduled Trading Days, as applicable,
following the scheduled Valuation Date, then (a) such third Scheduled Currency
Business Day or Scheduled Trading Day, as applicable, shall be deemed the
Valuation Date for the affected













Reference
Currency or Reference Index, respectively, and (b) the Calculation Agent will
determine, on such day, (i) in the case of the Reference Currency, the Final
Currency Rate in accordance with Fallback Rate Observation Methodology or (b)
in the case of the Reference Index, its good faith estimate of the Final Index
Level, based on the last available Index Level and any other information that
in good faith it deems relevant.


A “Disruption Event” means, for the
Reference Currency, a Currency Disruption Event and, for the Reference Index,
an Index Disruption Event.


A “Currency
Disruption Event” means any of the following events, as determined in good
faith by the Calculation Agent:


(A)                              the occurrence and/or
existence of an event on any day that has the effect of preventing or making
impossible (x) the conversion of JPY into USD through customary legal channels;
or (y) the delivery of USD from accounts inside Japan to accounts outside
Japan;


(B)                                the occurrence of any
event causing the Reference Exchange Rate to be split into dual or multiple
currency exchange rates; or


(C)                                 the Final Currency Rate
being unavailable, or the occurrence of an event (i) in Japan that materially
disrupts the market for JPY or (ii)  that
generally makes it impossible to obtain the Final Currency Rate, on the
scheduled Valuation Date.


For
purposes of the above, “Scheduled Currency Business Day” means a day that is
or, in the judgment of the Calculation Agent, should have been, a Currency
Business Day.


An “Index
Disruption Event” means any of the following events, as determined in good
faith by the Calculation Agent:


(A)                              a suspension, absence or material limitation imposed
on trading of stocks then constituting 20% or more of the Reference Index or
any successor index, on the relevant exchanges for such securities at any time
during the one-hour period preceding the close of the principal trading session
on such relevant exchange;


(B)                                a material suspension, absence
or material limitation imposed on, trading on any major securities exchange for
trading in futures or options contracts or exchange traded funds relating to
the Reference Index or any successor index at any time during the one-hour
period preceding the close of, the principal trading session on such exchange;


(C)                                a breakdown or failure in the price and trade
reporting systems of any relevant exchange as a result of which the reported
trading prices for stocks then constituting 20% or more of the level of the
Reference Index (or the relevant successor index) at any time during the one
hour period preceding the close of the principal trading session on such
relevant exchange are materially inaccurate; or













 


(D)                               a decision to permanently
discontinue trading in the relevant futures or options contracts or exchange
traded funds.


For the purpose of determining
whether an Index Disruption Event exists at any time, if trading in a security
included in the Reference Index is materially suspended or materially limited
at that time, then the relevant percentage contribution of that security to the
level of the Reference Index shall be based on a comparison of:


(1)                                  the portion of the level of the Reference Index
attributable to that security relative to


(2)           the
overall level of the Reference Index,


in each case immediately before that suspension or
limitation.


For purposes of determining whether
an Index Disruption Event has occurred:


(w)                               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;


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


(y)                                 a suspension of trading in futures or options
contracts on the Reference Index by the primary securities market trading in
such contracts by reason of:


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


o              an
imbalance of orders relating to such contracts, or


o              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
the Reference Index; and


(z)                                   a “suspension, absence or material limitation of
trading” on any relevant exchange or on the primary market on which futures or
options contracts related to the Reference Index are traded will not include
any time when such market is itself closed for trading under ordinary
circumstances.


The Index Sponsor has no obligation
to continue to publish the Reference Index, and may discontinue publication of
the Reference Index at any time in its sole discretion. If the Index Sponsor
discontinues publication of the Reference Index and the Index Sponsor or
another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to the discontinued
Reference Index (such index being referred to













herein as a “Nikkei 225 successor
index”), then any Index Level will be determined by reference to the level of
such Nikkei 225 successor index at the close of trading on the TSE (2nd
session) or the relevant exchange or market for the Nikkei 225 successor index
on the Valuation Date.


If the Index Sponsor discontinues
publication of the Reference Index prior to, and such discontinuation is
continuing on, the Valuation Date and the Calculation Agent determines, in its
sole discretion, that no Nikkei 225 successor index is available at such time,
or the Calculation Agent has previously selected a Nikkei 225 successor index
and publication of such Nikkei 225 successor index is discontinued prior to,
and such discontinuation is continuing on, the Valuation Date, or if the Index
Sponsor (or the publisher of any Nikkei 225 successor index) fails to calculate
and publish a closing level for the Reference Index (or any Nikkei 225
successor index) on any date when it would ordinarily do so in accordance with
its customary practice, then the Calculation Agent will determine the Index
Level for such date. The Index Level will be computed by the Calculation Agent
in accordance with the formula for and method of calculating the Reference
Index or Nikkei 225 successor index, as applicable, last in effect prior to
such discontinuation or failure to calculate or publish a closing level for the
index, using the closing price (or, if trading in the relevant securities has
been materially suspended or materially limited, its good faith estimate of the
closing price that would have prevailed but for such suspension or limitation)
at the close of the principal trading session on such date of each security
most recently composing the Reference Index or Nikkei 225 successor index, as
applicable.


“Closing price” of a security, on
any particular day, means the last reported sales price for that security on
the relevant exchange at the scheduled weekday closing time of the regular
trading session of the relevant exchange.


The “relevant exchange” for any
security (or any combination thereof then underlying the Nikkei 225 Index or
any successor index) means the primary exchange, quotation system (which
includes bulletin board services) or other market of trading for such security.


The “Settlement Rate Option”
for the JPY is the Yen/U.S. Dollar official fixing rate, expressed as the
amount of Japanese Yen per one U.S. Dollar, for settlement in two Business Days
reported by the Federal Reserve Bank of New York, which appears on Reuters
Screen 1FED to the right of the caption “JPY” at approximately 10:00 a.m. New
York time on the Valuation Date.


The screen or time of observation
indicated in relation to the Settlement Rate Option above shall be deemed to
refer to such screen or time of observation as modified or amended from time to
time, or to any substitute screen thereto.


The “Fallback
Rate Observation Methodology” means
that the reference exchange rate, Settlement Rate or other rate, as specified
in the applicable pricing supplement, in respect of a reference currency will
equal the noon buying rate in New York for cable transfers in foreign
currencies as announced by the Federal Reserve Bank of New York for customs
purposes (the “Noon Buying Rate”) on the relevant Valuation Date or such other
date specified in the applicable pricing supplement. If the Noon Buying Rate is
not announced on that date, the Reference Exchange Rate, Settlement Rate or
other rate for such Reference Currency will be calculated on the basis of the
arithmetic mean of the applicable spot quotations received by the Calculation
Agent at approximately 10:00 a.m., New York City time, on the Valuation
Business













Day next succeeding the Valuation
Date or such other date specified in the applicable pricing supplement, for the
purchase or sale for deposits in the reference currency by the New York offices
of three leading banks engaged in the interbank market (selected in the sole
discretion of the Calculation Agent) (the “Reference Banks”). If fewer than
three Reference Banks provide spot quotations, then the Reference Exchange
Rate, Settlement Rate or other rate, as applicable, will be calculated on the
basis of the arithmetic mean of the applicable spot quotations received by the
Calculation Agent at approximately 10:00 a.m., New York City time, on the
relevant date from two Reference Banks (selected in the sole discretion of the
Calculation Agent), for the purchase or sale for deposits in the Reference
Currency. If these spot quotations are available from only one Reference Bank,
then the Calculation Agent, in its sole discretion, will determine whether that
quotation is reasonable to be used. If no spot quotation is available, then the
Reference Exchange Rate, Settlement Rate or other rate, as applicable, for such
Reference Currency will be determined by the Calculation Agent in good faith
and in a commercially reasonable manner.


A “Business Day”,
notwithstanding any provision in the Indenture, is any day that is not is not a
Saturday or Sunday and that is not a day on which banking institutions in New
York City generally are authorized or obligated by law or executive order to be
closed.


The “Calculation Agent” means Lehman Brothers
Inc.


Except
as provided below, the Redemption Amount may, at the option of the Company, be
made by check mailed to the person entitled thereto at such person’s address as
it appears on the registry books of the Company.


Payment of the Redemption Amount will be made in immediately available
funds in accordance with the normal procedures of the Trustee (or any duly
appointed Paying Agent).


The Company will pay any administrative costs imposed by banks
in making payments in immediately available funds, but any tax, assessment or
governmental charge imposed upon payments hereunder, including, without
limitation, any withholding tax, will be borne by the Holder hereof.


References herein to “U.S. dollars” or “U.S.$” or “$”
or “USD” are to the coin or currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.


REFERENCE
IS HEREBY 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 IF 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.













 


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 30, 2007


	
  [SEAL]

  	
  LEHMAN BROTHERS HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James J.
  Killerlane III

  	
   

  
	
   

  	
   

  	
  Name: James J. Killerland III

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Aaron Guth

  	
   

  
	
   

  	
   

  	
  Name: Aaron Guth

  
	
   

  	
   

  	
  Title:   Assistant
  Secretary

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
  CITIBANK, N.A.

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
				



 


















 


[REVERSE
OF NOTE]


LEHMAN BROTHERS
HOLDINGS INC.


MEDIUM-TERM NOTES,
SERIES I


FX- AND INDEX-LINKED NOTE
 DUE MARCH 30, 2009


Section 1.  General.  This Note is one of a duly authorized series
of Notes of the Company designated as the Medium-Term Notes, Series I, FX- and Index-Linked Note (herein
called the “Notes”).  The Notes are one of an indefinite
number of series of debt securities of the Company (collectively, the “Securities”)
issued or issuable under and pursuant to an indenture dated as of September 1,
1987, as amended and supplemented (the “Indenture”), duly executed and
delivered by the Company and Citibank, N.A., as Trustee (herein called the “Trustee”),
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 Trustee, the Company and the holders of
the Securities.  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 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 and may otherwise vary as in the
Indenture provided.


Section 2.  Principal
Amount for Indenture Purposes.  For
the purpose of determining whether Holders of the requisite amount of Notes of
this series outstanding under the Indenture have made a demand, given a notice
or waiver or taken any other action, the principal amount of this Note will be
deemed to be the principal amount of this Note then outstanding.


Section 3.  Modification
and Waivers.  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, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
holders of the Securities of all such series; provided, however, that no such
supplemental indenture shall, among other things, (i) change the fixed maturity
of any Security, or reduce the Additional Amount or the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon or
reduce any premium or other amount payable on redemption, or make the
Additional Amount or the principal amount thereof, premium or other amount
payable, if any, or interest thereon payable in any coin or currency other than
that herein above provided, without the consent of the Holder of each Security
so affected, or (ii) change the place of payment on any Security, or impair the
right to institute suit for payment on any Security, or reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each
Security so affected.  It is also
provided in the Indenture that, prior to any declaration accelerating the
maturity of any series of Securities, the holders of a majority in aggregate
principal amount of the Securities of such series Outstanding may on behalf of
the holders of all the Securities of such series waive any past 













default
or Event of Default under the Indenture with respect to such series and its
consequences, except a default in the payment of interest, if any, on the
Additional Amount or the principal amount, 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 Note shall be conclusive and binding upon such Holder and upon all future
holders and owners of this Note and any Notes of this series 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 of this series.


Section 4.  Obligations
Unconditional.  No reference herein
to the Indenture and no provisions of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the Additional Amount or the principal amount on this Note at the place,
at the respective times, at the rate, and in the coin or currency herein prescribed.


Section 5.  Defeasance.  The Indenture contains provisions for the
discharge of the Indenture and defeasance at any time of the indebtedness on
this Note upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.


Section 6.  Authorized
Form and Denominations.  The Notes of
this series are issuable in registered form, without coupons.  Each Note will be issued initially as either
a Global Security or a Certificated Note, at the option of the Company, in
denominations of $1,000 or whole multiples of $1,000, either at the office or
agency to be designated and maintained by the Company for such purpose in the
Borough of Manhattan, New York City, 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 of this series are exchangeable for a
like aggregate principal amount of Notes of this series of a different authorized
denomination, except that Global Securities will not be exchangeable for
Certificated Notes of this series.


Section 7.  Registration
of Transfer.  As provided in the
Indenture and subject to certain limitations as 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 Corporate Trust Office or agency in a
Place of Payment for this Note, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar requiring such written instrument of transfer duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


If at any time the Depository notifies the Company
that it is unwilling or unable to continue as Depository or if at any time the
Depository shall no longer be eligible under the Indenture, the Company shall
appoint a successor Depository.  If a
successor Depository for the Notes of this series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware of
such ineligibility, the Company will issue, and the Trustee will authenticate
and deliver, Notes of this series in definitive form in an aggregate principal
amount equal to the principal amount of this Note.













 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name this Note is registered as the owner
hereof for all 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.


Section 8.  Events
of Default.  If an Event of Default
with respect to Notes of this series shall occur and be continuing, the amount
that may be declared due and payable upon any acceleration of the notes will be
determined by the Calculation Agent for the period from and including the Start
Date to but excluding the date of early repayment and will equal, for each
note, the Redemption Amount, calculated as though the date of early repayment
were the Maturity Date. If a bankruptcy proceeding is commenced in respect of
Lehman Brothers Holdings, the claim of the beneficial owner of a note for the
period from and including the Start Date to but excluding the date of early
repayment will be capped at the Redemption Amount, calculated as though the
date of the commencement of the proceeding were the Maturity Date.


Section 9.  No
Recourse Against Certain Persons.  No
recourse for the payment of the Additional Amount 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.


Section 10.  Defined
Terms.  All terms used but not
defined in this Note are used herein as defined in the Indenture.


Section 11.  GOVERNING LAW.  THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.