0001104659-04-006315 Sample Contracts

LEHMAN BROTHERS INC., LEHMAN BROTHERS HOLDINGS INC., as Guarantor, AND
Lehman Brothers • March 3rd, 2004 • Lehman Brothers Inc// • Security brokers, dealers & flotation companies • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of February 27, 2004 (the “Supplemental Indenture”), among LEHMAN BROTHERS INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware, as guarantor (the “Guarantor”), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to Bank One Trust Company, N.A., successor in interest to The First National Bank of Chicago), a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).

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LEHMAN BROTHERS INC., LEHMAN BROTHERS HOLDINGS INC., as Guarantor, AND HSBC BANK USA, as Trustee
Second Supplemental Indenture • March 3rd, 2004 • Lehman Brothers Inc// • Security brokers, dealers & flotation companies • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of February 27, 2004 (the “Supplemental Indenture”), among LEHMAN BROTHERS INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware, as guarantor (the “Guarantor”), and HSBC BANK USA (as successor in interest to Marine Midland Bank, N.A.), a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).

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