0001047469-05-014954 Sample Contracts

Preferred Stock LEHMAN BROTHERS HOLDING INC. FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2005 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

Lehman Brothers Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you and the other underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative(s) (the “Representative(s)”), the number of shares identified in Schedule I hereto (the “Firm Stock”) of the Company’s preferred stock, par value $1.00 per share (the “Preferred Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional number of shares of the Preferred Stock identified in Schedule I hereto on the terms and for the purposes set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives(s)” shall each be deemed to refer to such firm or firms. This is to conf

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Debt Securities, Warrants, Purchase Contracts and Units LEHMAN BROTHERS HOLDINGS INC.
Underwriting Agreement • May 16th, 2005 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

Lehman Brothers Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you and the other underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative(s) (the “Representative(s)”), its (i) debt securities (the “Debt Securities”), (ii) warrants for the purchase or sale of, or representing the right to receive an amount of cash determined in whole or in part by reference to the performance, level, or value of, securities of the Company (including Debt Securities) and/or one or more other issuers, one or more currencies, one or more commodities, any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, or one or more indices or baskets of the foregoing (“Warrants”), (iii) contracts for the purchase or sale of, or representing the right to receive an amount of cash determined in whole of in part by reference to the performance, level, or valu

Depositary Shares LEHMAN BROTHERS HOLDINGS INC. FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2005 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

Lehman Brothers Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you and the other underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative(s) (the “Representative(s)”), the number of shares identified in Schedule I hereto (the “Firm Shares”) of the Company’s preferred stock, par value $1.00 per share (the “Preferred Stock”) identified in Schedule I hereto. In addition, if so indicated in Schedule I the Company proposes to grant to the Underwriters an option to purchase up to an additional number of shares of the Preferred Stock identified in Schedule I hereto on the terms and for the purposes set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. The Shares are to be deposited by you or on your behalf against delivery of Depositary Receipts (the “Depositary Receipts”) to be issued by BankBoston, N.A., as Depos

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