Exhibit 4.01


LEHMAN BROTHERS HOLDINGS
INC.


Buffered Principal at Risk
Enhanced Participation Notes Linked to the Lesser Performing

of the S&P 500® Index and the Nikkei 225SM Index

Due October 8, 2008


	
  Number R-1

  	
   

  	
  $[         ]

  
	
  ISIN [  ]

  	
   

  	
  CUSIP [         ]

  



 


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. THE SECURITIES REPRESENTED HEREBY
SHALL NOT BEAR ANY INTEREST.


Any
amount payable on the Maturity Date hereon 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










 2



PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.










 3



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:    April 9, 2007


	
  [SEAL]

  	
  LEHMAN BROTHERS HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  



 

















Reverse of Security


This Security is one of a duly authorized series of
Securities of the Company designated as Buffered Principal at Risk Enhanced
Participation Notes Linked to the Lesser Performing of the S&P 500® Index and the Nikkei 225SM Index Due October 8, 2008 (herein called the “Securities”).  The Company may, without the consent of the
holders of the Securities, create and issue additional notes ranking equally
with the Securities and otherwise similar in all respects so that such further
notes shall be consolidated and form a single series with the Securities;
provided that no additional notes 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 at the request of the Trustee,
shall 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 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 on or prior to 11:00 a.m. on the Business Day preceding the Maturity
Date.


All calculations with respect to
such Index Ending Level and such Index Return 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 note at maturity 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 date of acceleration were
the Maturity Date and the third Business Day immediately preceding the date of
acceleration were the Observation 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
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.


 














 5


The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not less than 662/3% in aggregate principal amount of each
series of Securities at the time Outstanding to be affected (each series voting
as a class), 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
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 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 with respect to this Security.


The Securities are issuable in denominations of $1,000
and any whole multiples of $1,000.


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.


No recourse for the payment of the principal of,
premium, if any, or interest 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










 6



 


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 cash-settled 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.


“Buffer Amount”
shall mean 10%.


“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.


“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, which term shall, unless the
context otherwise requires, include its successors and assigns.  The initial Calculation Agent shall be Lehman
Brothers Inc.


“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.  If,
however, the security is not listed or traded on a bulletin board, then the
Closing Price of the security will be determined using the average execution
price per share that an affiliate of the Company pays or receives upon the
purchase or sale of the security used to hedge the Company’s obligations under
the Securities.


 
















 7


 


“Company”
shall have the meaning set forth on the face of this Security.


“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.


“Index”
shall mean the S&P 500® Index or the Nikkei 225SM Index (each an “Index”
and together the “Indices”).


“Index
Closing Level” for either Index, on any Trading Day, will generally equal
the official closing level of such Index, or any Successor Index thereto
published following the regular official weekday close of trading for such
Index on that Trading Day.


“Index Ending Level” shall mean either
the Nikkei 225SM Index Ending Level or the S&P 500® Index Ending Level, as
applicable.


“Index Return”, as calculated by the
Calculation Agent, is calculated as follows:


	
  

  	
  Index Ending
  Level - Index Starting Level

  	
   

  
	
   

  	
  Index Starting
  Level

  	
   

  



 


“Index Starting Level”
shall mean either the Nikkei 225SM Index Starting Level or the S&P 500®
Index Starting Level, as applicable.


“Lesser Index Return”
shall mean the lesser of the Index Return of one Index and the Index Return of
the other Index.


“Lesser Performing
Index” shall mean the Index with the Lesser Index Return.


“Market Disruption Event”, with respect to an
Index and any Successor Index shall mean:


·                  a suspension, absence or material limitation of trading of stocks then
constituting 20% or more of the level of such Index (or the relevant 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;


·                  a breakdown or failure in the price and trade reporting systems of the
primary market of any Relevant Exchange as a result of which the reported
trading prices for stocks then constituting 20% or more of the level of such
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;


·                  a suspension, absence or material limitation of trading on any major
securities exchange for trading in futures or options contracts or exchange
traded funds related to such Index (or the relevant Successor Index) at any
time during the one 










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hour period preceding the close of the principal trading session on
such exchange; or


·                  a decision to permanently discontinue trading in the relevant futures
or options contracts or exchange traded funds;


in each case as determined by the Calculation Agent in its sole discretion.


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


·                  the portion of the level of such Index (or the relevant Successor
Index) attributable to that security relative to


·                  the overall level of such Index (or the relevant Successor Index),


in each case immediately before that suspension or limitation.


For
purposes of determining whether a Market Disruption Event has occurred:


·                  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;


·                  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;


·                  a suspension of trading in futures or options contracts on an Index (or
the relevant Successor Index) by the primary securities market trading in such
contracts by reason of:


a
price change exceeding limits set by such 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 Index (or the relevant Successor Index); and










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·                  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 such Index (or the relevant Successor Index) are traded will not include any
time when such market is itself closed for trading under ordinary
circumstances.


“Maturity Date” shall mean October 8, 2008,
unless that day is not a Business Day, in which case the amount equal to the
Payment at Maturity that would otherwise be due on the scheduled Maturity Date
will instead be due on the next succeeding Business Day following such
scheduled Maturity Date, with the same effect as if paid on the scheduled
Maturity Date; provided that if due to a non-Trading Day or a Market Disruption
Event, the Observation Date for both Indices is postponed so that it falls less
than three Business Days prior to the scheduled Maturity Date, the Maturity
Date will be the third Business Day following the later of the two Observation
Dates, as postponed.


“Nikkei 225SM Index Ending Level” shall mean the Nikkei 225SM
Index Closing Level on the Observation Date.


“Nikkei 225SM
Index Starting Level” shall equal 17244.05, which was the Nikkei 225SM
Index Closing Level on the Pricing Date.


“Observation
Date” shall mean October 3, 2008, provided that if the Observation Date is
not a Trading Day or if there is a Market Disruption Event on such day, such
Observation Date will be the immediately succeeding Trading Day during which no
Market Disruption Event shall have occurred or be continuing; provided that
such Index Ending Level will not be determined on a date later than the eighth
scheduled Trading Day after the scheduled Observation Date, and if such day is
not a Trading Day, or there is a Market Disruption Event on such date, the
Calculation Agent will determine such Index Ending Level on such date in
accordance with the formula for and method of calculating such Index Closing Level
last in effect prior to commencement of the Market Disruption Event (or prior
to the non-Trading Day), 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 or non-Trading Day) on such eighth scheduled Trading
Day of each security most recently included in such Index.


“Participation
Rate” shall be equal to 218.50%.


“Payment at
Maturity”, as calculated by the Calculation Agent for each $1,000 principal
amount Security shall equal:


·                  If the Index Ending Level of the Lesser Performing
Index is equal to or above the Index Starting Level of the Lesser Performing
Index, $1,000 + ($1,000 x Index Return x Participation Rate).


·                  If the Index Ending Level of the Lesser Performing
Index is below the Index Starting Level of the Lesser Performing Index by an
amount equal to or less than the Buffer Amount, $1,000.










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·                  If the Index Ending Level of the Lesser Performing
Index is below the Index Starting Level of the Lesser Performing Index by more
than the Buffer Amount, $1,000 + [$1,000 x (Lesser Index Return + Buffer
Amount)].


“Place of
Payment” shall mean the place or places where the Payment at Maturity on
the Securities is payable.


“Pricing Date” shall mean April 3, 2007.


“Relevant Exchange” for any security (or any combination thereof)
then included in each Index or any Successor Index, means the primary exchange,
quotation system (which includes bulletin board services) or other market of
trading for such security.


“S&P” shall mean Standard & Poor’s, a division of
McGraw-Hill, Inc.


“S&P 500®
Index Ending Level” shall mean the S&P 500® Index Closing Level on the
Observation Date.


“S&P 500®
Index Starting Level” shall equal 1437.77, which was the S&P 500® Index
Closing Level on the Pricing Date.


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


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


“Successor Index”
shall have the meaning specified under “Discontinuation of such Index;
Alteration of Method of Calculation.”


“Trading Day”
means a day, as determined by the Calculation Agent, on which trading is
generally conducted (i) on the Relevant Exchanges for securities included in
such Index (or the relevant Successor Index) and (ii) the exchanges on which
futures or options contracts related to such Index (or the relevant Successor
Index) are traded, other than a day on which trading on such Relevant Exchange
or exchange on which such securities, futures or options contracts are traded
is scheduled to close prior to its scheduled weekday closing time.


“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 Index Closing Level for each Index on each Index Valuation Date,
the Index Ending Level for each Index, the Index Return for each Index, the
Lesser Index Return and the payment at maturity, if any, on the notes. The
Calculation Agent will also be responsible for determining whether a Market
Disruption Event has occurred, whether either Index or both Indices have been
discontinued and whether there has been a material change in the method of
calculation of either Index or both 










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Indices. All calculations, 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 Holders consent and without notifying Holders.


Discontinuation of an Index; Alteration of Method
of Calculation


S&P
500® Index


If S&P discontinues publication of the S&P 500® Index and
S&P or another entity publishes a
successor or substitute index that the Calculation Agent determines, in its
sole discretion, to be comparable to the discontinued S&P 500® Index (a “Successor
Index”), then any Closing Level will be determined by reference to the level of
such Successor Index at the close of trading on the Relevant Exchange or market
for the Successor Index on the Observation Date. Upon any selection by the
Calculation Agent of a Successor Index, the Calculation Agent will cause
written notice thereof to be promptly furnished to the Trustee, to the Company
and to the Holders.


If S&P discontinues publication of the S&P 500® Index prior to, and such discontinuation is continuing on, the Observation
Date, and the Calculation Agent determines, in its sole discretion, that no Successor
Index is available at such time, or the Calculation Agent has previously
selected a Successor Index and publication of such Successor Index is discontinued prior to, and such
discontinuation is continuing on, the Observation  Date, or if S&P (or the publisher of any Successor
Index) fails to calculate and publish a
Closing Level for the S&P 500® Index (or any Successor
Index) on any date when it would ordinarily
do so in accordance with its customary practice, then the Calculation Agent
will determine the Closing Level for such date. The Closing Level will be
computed by the Calculation Agent in accordance with the formula for and method
of calculating the S&P 500® Index or Successor Index, as applicable, last in effect prior to such
discontinuation or failure to calculate or publish an Closing Level for the S&P
500® Index or Successor Index, as applicable, 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 S&P
500® Index or Successor Index, as applicable.


If at any time the method of calculating the S&P
500® Index or a Successor Index, or the level thereof, is changed in a material
respect, or if the S&P 500® Index or an S&P 500®  Successor Index is in any other way modified
so that the S&P 500® Index or such Successor Index does not, in the opinion of the Calculation
Agent, fairly represent the level of the S&P 500® Index
or such Successor Index had such
changes or modifications not been made, then the Calculation Agent will, at the
close of business in New York City on each date on which the S&P 500® Index Closing Level is to be determined, make such calculations and
adjustments as, in the good faith judgment of the Calculation Agent, may be
necessary in order to arrive at a level of a stock index comparable to the S&P
500® Index or such Successor Index, as the case may be, as if such changes or
modifications had not been made, and the Calculation Agent will calculate the
Closing Level with reference to the S&P 500® Index
or such Successor Index, as 










 12



 


adjusted. Accordingly, if the method of calculating the S&P 500® Index or a
Successor S&P 500® Index is modified so that the level of the S&P
500® Index or such Successor Index is a fraction of what it would have been if there
had been no such modification (e.g., due to a
split in the Index), then the Calculation Agent will adjust its calculation of
the S&P 500® Index or such Successor Index in order to arrive at a level of the S&P
500® Index or such Successor Index as if there had been no such modification (e.g., as if such split had not occurred).


Nikkei
225SM Index


If Nikkei Inc. discontinues publication of the Nikkei 225SM Index and
Nikkei Inc. or another entity publishes a successor or substitute index that
the Calculation Agent determines, in its sole discretion, to be comparable to
the discontinued Nikkei 225SM Index (a “Successor
Index”), then any Nikkei 225SM Index
Closing Level will be determined by reference to the level of such Successor
Index at the close of trading on the
Relevant Exchange or market for the Successor Index on the Observation Date.
Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent will cause written notice
thereof to be promptly furnished to the Trustee, to the Company and to the
Holders.


If Nikkei Inc. discontinues publication of the Nikkei 225SM Index prior to, and such
discontinuation is continuing on, the Observation Date, and the Calculation
Agent determines, in its sole discretion, that no Successor Index is available at such time, or the Calculation
Agent has previously selected a Successor Index and publication of such Successor Index is discontinued prior to, and such discontinuation is continuing on, the
Observation Date, or if Nikkei Inc. (or the publisher of any Successor
Index) fails to calculate and publish a
Closing Level for the Nikkei 225SM Index (or any Successor Index) on any date when it would ordinarily do so in
accordance with its customary practice, then the Calculation Agent will
determine the Closing Level for such date. The Closing Level will be computed
by the Calculation Agent in accordance with the formula for and method of
calculating the Nikkei 225SM Index or Successor
Index, as applicable, last in effect prior
to such discontinuation or failure to calculate or publish an Closing Level for
the Nikkei 225SM Index or Successor
Index, as applicable, 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 Nikkei 225SM Index or Successor
Index, as applicable.


If at any time the method of calculating the Nikkei
225SM Index or a Successor
Index, or the level thereof, is changed in a
material respect, or if the Nikkei 225SM Index or a Successor Index is in any other way modified so that the Nikkei
225SM Index or
such Successor Index does not, in the
opinion of the Calculation Agent, fairly represent the level of the Nikkei
225SM Index or
such Successor Index had such changes
or modifications not been made, then the Calculation Agent will, at the close
of business in New York City on each date on which the Closing Level is to be
determined, make such calculations and adjustments as, in the good faith
judgment of the Calculation Agent, may be necessary in order to arrive at a
level of a stock index comparable to the Nikkei 225SM Index or such Successor Index, as the case may be, as if such changes or
modifications had not been made, and the Calculation Agent will calculate the
Closing Level with reference to the Nikkei 225SM Index or such Successor Index, as adjusted. 










 13



 


Accordingly, if the method of calculating the Nikkei 225SM Index or a Successor Index is modified so that the level of the Nikkei
225SM Index or
such Successor Index is a fraction of
what it would have been if there had been no such modification (e.g., due to a split in the Index), then the Calculation
Agent will adjust its calculation of the Nikkei 225SM Index or such Successor Index in order to arrive at a level of the Nikkei
225SM Index or
such Successor Index as if there had
been no such modification (e.g., as if
such split had not occurred).
















 14


 


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.