2,000,000 Shares of 8.75% Non-Cumulative Mandatory Convertible Preferred Stock, Series Q LEHMAN BROTHERS HOLDINGS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2008 • 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 “Securities”) of the Company’s convertible preferred stock, par value $1.00 per share (the “Preferred Stock”) identified in Schedule I hereto. The terms of the Preferred Stock will be set forth in a certificate of designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Delaware. The Securities will be convertible into shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company (the shares of Common Stock into which the Securities are convertible, the “Conversion Shares”), plus cash in lieu of fractional shares. If the firm or firms listed in Schedule II hereto include only the firm or firms
