424B3 1 retailnotepsb8.txt RETAIL NOTE #B8 PRICING SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-121067 Pricing Supplement No. 8 dated October 20, 2005 (to Prospectus Supplement dated May 18, 2005 and Prospectus dated May 18, 2005) $18,761,000 LEHMAN BROTHERS HOLDINGS INC. Lehman Notes, Series B This Pricing Supplement supplements the terms and conditions in, and incorporates by reference, the Prospectus, dated May 18, 2005, as supplemented by the Prospectus Supplement, dated May 18, 2005 (as so supplemented, together with all documents incorporated by reference therein, the "Prospectus"), and should be read in conjunction with the Prospectus. Unless otherwise defined in this Pricing Supplement, terms used herein have the same meanings as are given to them in the Prospectus. Trade Date: October 20, 2005 Issue Date: October 25, 2005 CUSIP Aggregate Price to Gross Named Dealers' Number Principal Public Agents' Agents' Selling Amount Concession Concession Concession 52519FED9 $18,761,000 100.00% 2.70% 2.50% 2.00% CUSIP Net Proceeds Interest Rate Number to Issuer per Annum 52519FED9 $18,254,453 5.80% CUSIP Interest Payment First Interest Maturity Number Dates Payment Date Date 52519FED9 Monthly on the 25th November 25, 2005 October 25, 2030 and on the Maturity Date CUSIP Survivor's Right of Issuer to Redeem Notes or of Number Option Holder to Require Repayment of Notes (Yes/No) 52519FED9 Yes The Note may be redeemed prior to the Maturity Date at the option of Lehman Brothers Holdings, in whole or in part, at a price equal to 100% of the principal amount being redeemed, monthly on the 25th, commencing October 25, 2010. Notice of redemption will be given not more than 60 nor less than 30 days prior to the redemption date. The holder of the Note may not elect repayment of the Note by Lehman Brothers Holdings prior to the Maturity Date except pursuant to the Survivors' Option. Other Terms: On the Issue Date specified above, Lehman Brothers Holdings may (but is not required to) issue additional Notes similar in all respects (including with respect to the Price to Public and the Concessions specified above). Lehman Brothers Holdings may also issue additional Notes following the Issue Date at a new Price to Public and subject to new Concessions. All such additional Notes would form a single tranche with, have the same CUSIP number as and trade interchangeably with the Notes immediately upon settlement.