0001104659-05-024479 Sample Contracts

LEHMAN BROTHERS HOLDINGS INC. Medium-Term Notes, Series H DISTRIBUTION AGREEMENT
Distribution Agreement • May 19th, 2005 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

the Lead Manager hereby requests the delivery of, and it is hereby agreed that there shall be delivered, documents pursuant to Section[s] [6(b)][6(c)][6(d)] of the Distribution Agreement.]

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DISTRIBUTION AGREEMENT
Distribution Agreement • May 19th, 2005 • Lehman Brothers Holdings Inc • 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.

CALCULATION AGENCY AGREEMENT
Calculation Agency Agreement • May 19th, 2005 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

CALCULATION AGENCY AGREEMENT, dated as of May 18, 2005 (this “Agreement”), between Lehman Brothers Holdings Inc. (the “Company”) and Lehman Brothers Inc., as Calculation Agent.

CALCULATION AGENCY AGREEMENT
Calculation Agency Agreement • May 19th, 2005 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

CALCULATION AGENCY AGREEMENT, dated as of May 18, 2005 (this “Agreement”), between Lehman Brothers Holdings Inc. (the “Company”) and Lehman Brothers Inc., as Calculation Agent.

INTEREST CALCULATION AGENCY AGREEMENT BETWEEN LEHMAN BROTHERS HOLDINGS INC. AND CITIBANK, N.A. Dated as of May 18, 2005
Interest Calculation Agency Agreement • May 19th, 2005 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation (the “Issuer”) proposes to issue and sell its Medium-Term Notes, Series H (the “Notes”), from time to time under, and pursuant to, the terms of an Indenture dated as of September 1, 1987, as amended and supplemented (the “Indenture”), between the Issuer and Citibank, N.A., as Trustee (in such capacity, the “Trustee”).

CALCULATION AGENCY AGREEMENT
Calculation Agency Agreement • May 19th, 2005 • Lehman Brothers Holdings Inc • Security brokers, dealers & flotation companies • New York

CALCULATION AGENCY AGREEMENT, dated as of May 18, 2005 (this “Agreement”), between Lehman Brothers Holdings Inc. (the “Company”) and Lehman Brothers Inc., as Calculation Agent.

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