Exhibit 4.02


No. 1                                                                                                                                       CUSIP
No.  52520W721 
                                                                                                                                                ISIN
No. US52520W213


                                LEHMAN
BROTHERS HOLDINGS INC.
                                4,900,000
Warrants
                                Currency
Basket Warrants
                                Expiring
February 13, 2008


This certifies that CEDE & Co., or registered
assigns, is the registered holder of 4,900,000 Currency Basket Warrants
Expiring February 13, 2008 (the “Warrants”). Each Warrant entitles the
beneficial owner thereof (each a “Warrantholder”) to receive, subject to
the conditions set forth herein and in the Warrant Agreement (as defined
below), from Lehman Brothers Holdings Inc. (the “Company”) an amount in
U.S. Dollars (rounded down to the nearest one-hundredth of a cent) (the “Cash
Settlement Amount”) that is the greater of (A) zero and (B) the product of
the product of the Notional Amount times the Basket Value. In no event shall a
Warrantholder be entitled to any interest on any Cash Settlement Amount.
Capitalized terms included herein but not defined herein have the meanings
assigned thereto in the Warrant Agreement.


“Basket Value” shall mean the sum of the
Reference Currency Quotients.


“Initial
Reference Currency Amount”, for each Reference Currency and the U.S.
Dollar, shall be:




	
  Currency

  	
   

  	
  Initial Reference Currency Amount

  
	
  CNY

  	
   

  	
  1.9935

  
	
  TWD

  	
   

  	
  8.2075

  
	
  JPY

  	
   

  	
  28.7600

  
	
  SGD

  	
   

  	
  0.393475

  
	
  USD

  	
   

  	
  -1.0000

  






 


 “Notional
Amount” shall equal $95.00.


“Reference Currency Quotient” shall mean, for
each Reference Currency, and the U.S. Dollar, a quotient, the numerator of
which is the Initial Reference Currency Amount for such currency and the
denominator of which is the Settlement Rate for such currency.


“Reference Currencies” shall mean the Chinese
Yuan, the Taiwanese Dollar, the Japanese Yen and the Singapore Dollar (each, a “Reference
Currency”).


“Reference
Exchange Rate” shall mean, for each Reference Currency, the spot exchange
rates for each of such Reference Currencies quoted against the U.S. Dollar
expressed as number of currency units per USD 1.


“Settlement Rate” shall mean, for each Reference
Currency (subject to the occurrence of a Disruption Event) is the Reference
Exchange Rate on the Valuation Date,



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observed as per the Settlement Rate Option (subject to
the occurrence of a Price Source Unavailability Event). The Settlement Rate for
the U.S. Dollar shall equal 1.


“Settlement
Rate Option” shall mean for each Reference Currency, as follows:


Chinese Yuan: The
Chinese Renminbi/U.S. Dollar official fixing rate, expressed as the amount of
Chinese Renminbi per one U.S. Dollar, for settlement in two business days
reported by The State Administration of Foreign Exchange of the People’s
Republic of China, Beijing, which appears on the Reuters Screen SAEC Page
opposite the symbol “USDCNY=” at approximately 5:00 p.m., Beijing time, on the
relevant Valuation Date.


Taiwanese Dollar:
The Taiwanese Dollar/U.S. Dollar spot rate, expressed as the amount of
Taiwanese Dollars per one U.S. Dollar, for settlement in two business days,
reported by the Taipei Forex Inc. which appears on the Reuters Screen TAIFX1
Page under the heading “Spot” at approximately 11:00 a.m. Taipei time, on the
relevant Valuation Date, or if no rate appears as of 11:00 a.m., Taipei time,
the rate that first appears in any of the next succeeding 15 minute intervals
after such time, up to and including 12:00 noon, Taipei time, on the relevant
Valuation Date.


Japanese Yen: The
Japanese 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 relevant Valuation Date.


Singapore Dollar:
The Singapore Dollar/U.S. Dollar spot rate at 11:00 a.m., Singapore time,
expressed as the amount of Singapore Dollar per one U.S. Dollar, for settlement
in two business days, reported by the Association of Banks in Singapore which
appears on the Reuters Page ABSIRFIX01 to the right of the caption “Spot” under
the column “SGD” at approximately 11:30 a.m., Singapore time, on the relevant
Valuation Date.


“Valuation Business Day” shall mean,
with respect to each Reference Currency, any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close
(including for dealings in foreign exchange in accordance with the practice of
the foreign exchange market) in the city or jurisdiction indicated in the
Settlement Rate Option for that Reference Currency.


“Valuation Date” shall mean, for each Reference
Currency, the Valuation Business Day immediately following the relevant
Exercise Date or, in the event of automatic exercise, following the Expiration
Date or Delisting Date; provided that if a Price Source Unavailability Event
occurs with respect to a Reference Currency, the Valuation Date for the
affected Reference Currency may be postponed as described in the Warrant
Agreement. The Valuation Date may also be postponed if the number of warrants
sought to be exercised on a single Exercise Date exceeds the maximum daily
limit on exercise, as described as described in the Warrant Agreement.


Subject to the terms of the Warrant Agreement, each
Warrant may be irrevocably exercised in whole but not in part on any Business
Day from August 11, 2006 until 3:00 p.m.,



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New York City time, on the earlier of (i) the Business
Day immediately preceding February 13, 2008 (February 13, 2008 being referred
to herein as the “Expiration Date”) and (ii) the Business Day
immediately preceding the Delisting Date, if any. Except in the event of
automatic exercise (as described in the Warrant Agreement), each Warrant shall
be irrevocably exercised upon receipt by the Warrant Agent of such Warrant
delivered free on the records of the Depository to the Warrant Agent’s
Depository Participant Account (entitled Citibank, N.A. Corporate Trust Warrant
Agent Account, No. 2659, or such other account at the Depository as the Warrant
Agent shall designate in writing to the Company) (the “Warrant Account”)
pursuant to an Exercise Notice to the Warrant Agent from a Participant, in the
case of Warrants held through the facilities of the Depository, a Clearstream
participant, in the case of Warrants held through Clearstream, or a Euroclear
participant, in the case of Warrants held through Euroclear, acting, directly
or indirectly, on behalf of the Warrantholder; provided, however,
that Exercise Notices are subject to rejection by the Warrant Agent as provided
in the Warrant Agreement. An Exercise Notice shall be unconditional.


This Global Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent.


The Warrants evidenced by this Global Warrant
Certificate are part of a duly authorized issue of Warrants issued by the
Company pursuant to a Warrant Agreement, dated as of August 11, 2006 (the “Warrant
Agreement”), among the Company, Citibank, N.A. (the “Warrant Agent”)
and Lehman Brothers Inc. (the “Calculation Agent”), and is subject to
the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions the Warrantholders, the entities through which such
Warrantholders hold their beneficial interests in the Warrants and the
registered holder of this Global Warrant Certificate consent by acceptance of
this Global Warrant Certificate by the Depository and which Warrant Agreement
is hereby incorporated by reference in and made a part of this Global Warrant
Certificate. A copy of the Warrant Agreement is on file at the Warrant Agent’s
Office, which is located at 111 Wall Street, 15th Floor, New York, New York
10043.


The Warrants constitute direct, unconditional and
unsecured obligations of the Company and rank equally with the Company’s other
unsecured contractual obligations and with the Company’s unsecured and
unsubordinated debt.


Subject to the terms of the Warrant Agreement and this
Global Warrant Certificate, and except for Warrants (x) subject to automatic
exercise, (y) for which exercise is delayed pursuant to the Warrant Agreement
or (z) which are held through the facilities of Clearstream or Euroclear, the “Exercise
Date” for a Warrant will be (i) the Business Day on which the Warrant Agent
receives the Warrant and Exercise Notice in proper form with respect to such Warrant,
if received at or prior to 3:00 p.m., New York City time, on such day, or (ii)
if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.,
New York City time, on a Business Day, then the Business Day following such
Business Day.


In the case of Warrants held through the facilities of
Clearstream or Euroclear, except for Warrants subject to automatic exercise,
the “Exercise Date” for a Warrant will be (i) the Business Day on which
the Warrant Agent receives the Exercise Notice in proper form with respect to
such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New
York



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City time, on such day; provided that the
Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on
the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice
after 3:00 p.m., New York City time, on a Business Day, then the Business Day
following such Business Day; provided that the Warrant is received by
3:00 p.m., New York City time, on the Valuation Date relating to exercises of
Warrants on the applicable Valuation Day. In the event that a Warrant is
received after 3:00 p.m., New York City time, on the applicable Valuation Date,
then the Exercise Date for such Warrant will be the day on which such Warrant is
received or, if such day is not a Business Day, the following Business Day. In
the case of Warrants held through the facilities of Euroclear, (a) participants
must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise
Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired
Exercise Date and (b) Euroclear must confirm by telex to the Warrant Agent by
9:00 a.m., New York City time, on the applicable Valuation Date that the
Warrants will be received by the Warrant Agent on such date; provided
that if such telex communication is received after 9:00 a.m., New York City
time, on the applicable Valuation Date, the Company will be entitled to direct
the Warrant Agent to reject the related Exercise Notice or waive the requirement
for timely delivery of such telex communication.


Upon the occurrence of a Price Source Unavailability
Event with respect to a Reference Currency, the Valuation Date for the affected
Reference Currency will be postponed until the Valuation Business Day for that
Reference Currency next succeeding the scheduled Valuation Date on which no
Price Source Unavailability Event is occurring. If on each of the two scheduled
Valuation Business Days following the scheduled Valuation Date the Price Source
Unavailability is still in effect or if such days are not otherwise Valuation
Business Days, the Calculation Agent will determine the Settlement Rate for the
affected Reference Currency on the third scheduled Valuation Business Day after
the scheduled Valuation Date in accordance with the Fallback Rate Observation
Methodology. “Price Source Unavailability Event” means, as determined in
good faith by the Calculation Agent, the Settlement Rate being unavailable for
a Reference Currency, or the occurrence of an event (other than an event
constituting a Disruption Event) that generally makes it impossible to obtain
the Settlement Rate for a Reference Currency, on the relevant Valuation Date.


Upon the occurrence of a Disruption Event with respect
to any Reference Currency on any day during the term of the Warrants, the
Calculation Agent will determine the Settlement Rate for the affected Reference
Currency as of the day on which such Disruption Event occurred in accordance
with the Fallback Rate Observation Methodology. The Calculation Agent will use
the Settlement Rate for the affected Reference Currency so determined to
calculate the Basket Value for any warrant exercised after the Disruption Event
has occurred, whether or not the Disruption Event is still continuing. A “Disruption
Event” with respect to any Reference Currency means any of the following
events (other than a Price Source Unavailability Event), 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 such
Reference Currency into U.S. Dollars through customary legal channels; or (y)
the delivery of U.S. Dollars from accounts inside the country for which such
Reference Currency is the lawful currency (such jurisdiction with respect to
such Reference Currency, the “Reference Currency Jurisdiction”) to
accounts outside that Reference Currency Jurisdiction;



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


(c)  the occurrence and/or existence of any event (other than
those set forth in (a) or (b) above) in a Reference Currency Jurisdiction that
materially disrupts the market for such Reference Currency.


The valuation of and payment for any exercised Warrant
may be postponed as a result of the exercise of a number of Warrants exceeding
the maximum permissible amount as described herein, in which case the
Warrantholder will receive the Cash Settlement Amount determined as of a later
date.


Subject to the terms of the Warrant Agreement, in the
event the Warrants are delisted from, or permanently suspended from trading on
(within the meaning of the Securities Exchange Act of 1934, as amended), the
AMEX and not accepted at the same time for listing on another United States
national securities exchange, Warrants not previously exercised will be deemed
automatically exercised on the Delisting Date, in which case the Warrantholder
will receive the Cash Settlement Amount.


All Warrants for which the Warrant Agent has not
received an Exercise Notice in proper form at or prior to 3:00 p.m., New York
City time, on the earlier of (i) the Business Day immediately preceding the
Expiration Date or (ii) the Business Day immediately preceding the Delisting
Date, if any, or for which the Warrant Agent has received an Exercise Notice in
proper form but with respect to which timely delivery of the relevant Warrants
has not been made, will be deemed automatically exercised on such date without
any requirement of an Exercise Notice to the Warrant Agent.


The Warrants will be issued in denominations of 100
Warrants and whole multiples of 100.


Subject to the terms of the Warrant Agreement, all
exercises of Warrants (except in the case of automatic exercise of Warrants)
shall be subject, at the Calculation Agent’s option, to the limitation that not
more than 500,000 Warrants in total may be exercised on any Exercise Date. No
fewer than 100 Warrants may be exercised by a Warrantholder at any one time,
except in the case of automatic exercise of Warrants.


The Company intends to treat and, by purchasing a
Warrant, the Warrantholder agrees to treat, for all tax purposes, a Warrant as
a nonequity option within the meaning of section 1256(g)(3) of the Internal
Revenue Code of 1986, as amended.


Prior to due presentment for registration of transfer,
the Company, the Warrant Agent, and any agent of the Company or the Warrant
Agent, may deem and treat the registered owner hereof as the absolute owner of
the Warrants evidenced hereby (notwithstanding any notation of ownership or
other writing hereon) for any purpose whatsoever, and as the person entitled to
exercise the rights represented by the Warrants evidenced hereby, and neither
the Company nor the Warrant Agent, nor any agent of the Company or the Warrant
Agent, shall be affected by any notice to the contrary.



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The Warrant Agent shall, in accordance with the
Warrant Agreement, from time to time register the transfer of this Global
Warrant Certificate in its records (which may be maintained electronically) to
be maintained by it for that purpose at the Warrant Agent’s Office upon
surrender hereof, duly endorsed, or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Warrant Agent, duly
executed by the registered holder hereof or by the duly appointed legal
representative or duly authorized attorney thereof, such signature to be
guaranteed by a bank or trust company with a correspondent office in New York
City or by a member of a national securities exchange. Upon any such
registration of transfer, a new Global Warrant Certificate shall be issued to
the transferee.


The Warrant Agreement and the terms of the Warrants
are subject to amendment, as provided in the Warrant Agreement.


THIS GLOBAL WARRANT CERTIFICATE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



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IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has
caused this instrument to be duly executed.


 


	
  Dated: August 11, 2006

  	
  LEHMAN BROTHERS HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rashid Alvi

  
	
   

  	
   

  	
  Name: Rashid
  Alvi

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Corporate Seal]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jin Lee

  	
   

  	
   

  	
   

  
	
  Assistant
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Countersigned
  for authentication

  	
   

  	
   

  
	
  purposes only as
  of the

  	
   

  	
   

  
	
  date above
  written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIBANK, N.A.

  	
   

  	
   

  
	
  as Warrant
  Agent,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John W.
  Reasor

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  
					



 



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