LEHMAN BROTHERS HOLDINGS INC. Medium-Term Notes, Series I DISTRIBUTION AGREEMENTDistribution Agreement • May 30th, 2006 • Lehman Brothers Holdings Capital Trust VIII • Security brokers, dealers & flotation companies • New York
The “Lead Manager” for the Securities described in this Agreement is [insert lead manager’s name]. [Pursuant to the last sentence of Section 11(a) of the Distribution Agreement, the Lead Manager hereby requests the delivery of, and it is hereby agreed that there shall be delivered, documents pursuant to Section[s] [5(b)][5(c)][5(d)][5(e)] of the Distribution Agreement.] [In addition to the opinion delivered pursuant to Section 5(b) of the Distribution Agreement, the Chief Legal Officer, General Counsel or an Associate General Counsel of the Company shall furnish a statement that such counsel has no reason to believe that the Preliminary Prospectus, together with the final term sheet in the form attached hereto as Schedule IV and/or any Issuer Free Writing Prospectus(es) set forth on a schedule to such opinion acceptable to counsel to the Agent, as of the Applicable Time, [except for the information listed on Schedule III], contained any untrue statement of a material fact or omitted to
DISTRIBUTION AGREEMENTDistribution Agreement • May 30th, 2006 • Lehman Brothers Holdings Capital Trust VIII • Security brokers, dealers & flotation companies • New York
This Agreement shall be governed by and construed in accordance with the laws of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.
