15Yr NC3m Lehman NON-Inversion Note Indicative Terms and Conditions Issuer: —————————— Principal Amount: —————————— CUSIP: —————————— Trade Date: —————————— Issue Date: —————————— Maturity Date: —————————— Issue Price: ————————— Redemption Price ————————— Coupon Calculation Period / Daycount Basis Lehman Brothers Holdings (A1, A, A+) USD 5,000,000 52517PYA3 11/17/04 December 10th, 2004 December 10th, 2019, subject to Issuer’s Call Option 100.0 % 100.0% 9.00% × Index Subject to a minimum coupon of 0.00% Quarterly, unadjusted modified following 30/360 Coupon Payment Paid quarterly starting on March 10th, 2005 and ending on Maturity Date subject to Issuer’s Call Option Index: For any Interest Calculation Period, the number of calendar days (including Non Business Days) in respect of which the difference SPREAD REF = 30Y USD SWAP REF – 10Y USD SWAP REF is greater than or equal to 0.00% during that Interest Calculation Period divided by the total number of calendar days (including Non Business Days) in the Interest Calculation Period, subject to the Rate Cut Off. Rate Cut Off: SPREAD REF for Saturday, Sunday or a day which is not a Business Day will be SPREAD REF for the immediately prior Business Day. SPREAD REF applicable to the day (“Rate Cut-Off Date”) 5 Business days prior to a Coupon Payment Date will remain in effect until the Coupon Payment Date. ———————— This termsheet is indicative only and is subject to change without notice. Information other than indicative terms (including market data and statistical information) has been obtained from various sources. We do not represent that it is complete or accurate. Any analysis presented herein that indicates a range of outcomes that may result from changes in market parameters, is not comprehensive, is not intended to suggest that outcome is more likely than another and may have been derived using Lehman Brothers proprietary models, historic data and subjective interpretation. This term sheet does not constitute an offer or an agreement, or a solicitation of an offer or an agreement, to enter into any transaction. No assurance is given that any transaction on the terms indicated can or will be arranged or agreed. Transactions of the sort described herein contain complex characteristics and risk factors. Transactions incorporating derivatives may create additional risks and exposures. Before entering into any transaction, you should consider the suitability of the transaction to your particular circumstances and independently review (with your professional advisers as necessary) the specific financial risks as well as the legal, regulatory, credit, tax and accounting consequences. Lehman Brothers does not act as an adviser or fiduciary to its counterparties except where written agreement expressly provides otherwise. References herein to 'Lehman Bros' shall include Lehman Brothers International (Europe) and Lehman Brothers Europe Limited and their affiliates. Both Lehman Brothers International (Europe) and Lehman Brothers Europe Limited are regulated by the Financial Services Authority. 30Y USD SWAP REF For any day, the rate for U.S. Dollar swaps with a maturity of 30 years, expressed as a percentage, which appears on the Reuters Screen ISDAFIX1 Page as of 11:00a.m., New York City time, on that day. 10Y USD SWAP REF For any day, the rate for U.S. Dollar swaps with a maturity of 10 years, expressed as a percentage, which appears on the Reuters Screen ISDAFIX1 Page as of 11:00a.m., New York City time, on that day. SPREAD REF For any day (Subject to Rate Cut Off), SPREAD REF = 30Y USD SWAP REF – 10Y USD SWAP REF Maturity Option ————————Business Days ————————Calculating Agent ————————Denomination: The Issuer has the right on every coupon payment date starting 3 months from Issue Date (March 10th 2005, provided that the Issuer gives 5 business days notice to the investor, to call the Note at par (par being 100.00%), with the effect that all amounts that may otherwise be payable following the call date shall cease to be payable. Notwithstanding the above, all payments due on the call date shall be made in full regardless of any calling of the Note by the Issuer. London and New York Lehman Brothers Special Financing US$ 1,000/1,000 I, the prospective investor, acknowledge receipt of, and have carefully considered, the above term sheet, the offering circular (and in the case of a medium term note issue, the relevant pricing supplement) and understand that this investment bears risks related to the shape of the curve. If 10Yr CMS is greater than 30Yr CMS the note will accrue at zero. Specifically, selling this security during a period in which the coupon is accruing at zero, or during a period in which the market's perception of the probability of the note accruing at zero is high, will result in a dollar price significantly less than 100. Selling this or any fixed income security prior to maturity or call date may result in a dollar price less than 100, and therefore a potential loss of principal. Client: _______________________________________ (Please sign here) Name: [print name] Clients are advised to make an independent review and reach their own conclusions regarding the economic benefits and risks of this transaction and the legal, regulatory, credit, tax, and accounting This termsheet is indicative only and is subject to change without notice. Information other than indicative terms (including market data and statistical information) has been obtained from various sources. We do not represent that it is complete or accurate. Any analysis presented herein that indicates a range of outcomes that may result from changes in market parameters, is not comprehensive, is not intended to suggest that outcome is more likely than another and may have been derived using Lehman Brothers proprietary models, historic data and subjective interpretation. This term sheet does not constitute an offer or an agreement, or a solicitation of an offer or an agreement, to enter into any transaction. No assurance is given that any transaction on the terms indicated can or will be arranged or agreed. Transactions of the sort described herein contain complex characteristics and risk factors. Transactions incorporating derivatives may create additional risks and exposures. Before entering into any transaction, you should consider the suitability of the transaction to your particular circumstances and independently review (with your professional advisers as necessary) the specific financial risks as well as the legal, regulatory, credit, tax and accounting consequences. Lehman Brothers does not act as an adviser or fiduciary to its counterparties except where written agreement expressly provides otherwise. References herein to 'Lehman Bros' shall include Lehman Brothers International (Europe) and Lehman Brothers Europe Limited and their affiliates. Both Lehman Brothers International (Europe) and Lehman Brothers Europe Limited are regulated by the Financial Services Authority. aspects of this transaction relating to their particular circumstances. Lehman Brothers makes no representations or guarantees regarding the accuracy, reliability or completeness of the pricing information. All price indications are subject to change without notice. We are not liable for any damages, including loss of profits which may result from any reliance on this information. Term sheets for proposed note issuances are meant to serve as introductory summaries of a possible transaction, but by no means describe every detail of the proposed note. Buyers should rely upon the official offering circular, prospectus (and pricing supplement, if any) for complete details. The official offering circular, prospectus (and pricing supplement, if any) shall supplant this term sheet. Disclaimer: There are significant risks associated with the notes described above including, but not limited to interest rate risk, price risk, liquidity risk, redemption risk, and credit risk. Investors should consult their own financial, legal, accounting, and tax advisors about the risks associated with an investment in these notes, the appropriate tools to analyze that investment, and the suitability of that investment in each investor’s particular circumstances. No investor should purchase the notes described above unless that investor understands and has sufficient financial resources to bear the price, market, liquidity, structure, redemption, and other risks associated with an investment in these notes. Lehman Brothers makes no representation as to the existence of a secondary market for the Notes. The market value can be expected to fluctuate significantly and investors should be prepared to assume the market risks associated with these notes. Internal Use Only Sales Person __________________________________________________ MTS Account #: __________________________________________________ Trade Date: __________________________________________________ Amount: ___________________________________________________ This termsheet is indicative only and is subject to change without notice. Information other than indicative terms (including market data and statistical information) has been obtained from various sources. We do not represent that it is complete or accurate. Any analysis presented herein that indicates a range of outcomes that may result from changes in market parameters, is not comprehensive, is not intended to suggest that outcome is more likely than another and may have been derived using Lehman Brothers proprietary models, historic data and subjective interpretation. This term sheet does not constitute an offer or an agreement, or a solicitation of an offer or an agreement, to enter into any transaction. No assurance is given that any transaction on the terms indicated can or will be arranged or agreed. Transactions of the sort described herein contain complex characteristics and risk factors. Transactions incorporating derivatives may create additional risks and exposures. Before entering into any transaction, you should consider the suitability of the transaction to your particular circumstances and independently review (with your professional advisers as necessary) the specific financial risks as well as the legal, regulatory, credit, tax and accounting consequences. Lehman Brothers does not act as an adviser or fiduciary to its counterparties except where written agreement expressly provides otherwise. References herein to 'Lehman Bros' shall include Lehman Brothers International (Europe) and Lehman Brothers Europe Limited and their affiliates. Both Lehman Brothers International (Europe) and Lehman Brothers Europe Limited are regulated by the Financial Services Authority.