8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

September 29, 2008

Lehman Brothers Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-9466 (Commission File Number)	13-3216325 (IRS Employer Identification No.)
745 Seventh Avenue New York, New York (Address of principal executive offices)	10019 (Zip Code)

Registrant’s telephone number, including area code:

(212) 526-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed by Lehman Brothers Holdings Inc. (the “Registrant” and, together with its subsidiaries, “Lehman”) on September 26, 2008 (the “Original Report”), Nomura Holdings Inc. (“Nomura”), the Asian-based investment bank and financial services group, agreed to purchase certain assets related to the Asia-Pacific investment banking, capital markets and financial services businesses of Lehman.  The Registrant is filing this Report, which supplements certain of the information under Item 1.01 of the Original Report, insofar as definitive agreements with respect to this transaction have subsequently been entered into.

International Asset Sale Agreement with Nomura Holdings Inc.

On September 29, 2008, certain subsidiaries of the Registrant (the “Sellers”), provisional liquidators and administrators acting as insolvency officers for certain of the Registrant’s Hong Kong, Singapore and Australia subsidiaries, and Nomura and certain of its affiliates (the “Purchasers”) entered into an International Asset Sale Agreement (the “Asset Sale Agreement”), under which the Sellers have agreed to sell to the Purchasers for $211.4 million certain assets related to the investment banking, capital markets (fixed income and equities) and financial services businesses conducted by Lehman in the Asia-Pacific region (including Japan and Australia, but excluding Korea and the back office functions in India) (the “Business”).  The transaction does not involve any sale of the directly owned assets of the Registrant or its subsidiary Lehman Brothers Inc. (“LBI”).

In connection with the transaction, the Registrant and Nomura entered into a letter agreement, dated September 29, 2008 (the “Registrant Letter Agreement”), in which, among other things, the Registrant confirmed it was aware of the existence of the transaction with Nomura, acknowledged that it had no objections to the Sellers entering into the Asset Sale Agreement, and agreed not to bring any claim against Nomura or its affiliates in respect of the transaction (other than under the Registrant Letter Agreement).  In addition, LBI and Nomura entered into a letter agreement, dated September 29, 2008 (the “LBI Letter Agreement”), in which, among other things, LBI agreed, subject to certain conditions, to assign or otherwise transfer to an affiliate of Nomura its rights to a lease in respect of an LBI office in Beijing, and LBI agreed not to bring any claim against Nomura or its affiliates in respect of the transaction (other than under the LBI Letter Agreement).  Copies of the Asset Sale Agreement, the Registrant Letter Agreement and the LBI Letter Agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

The Registrant also entered into a Transition Services Agreement, dated September 29, 2008 (the “Nomura Transition Services Agreement”), with Nomura, whereby Nomura has agreed to provide, or cause to be provided, to the Registrant and its affiliates certain services, use of facilities and other assistance on a transitional basis, and the Registrant has agreed to provide, or cause to be provided, to Nomura and its affiliates certain services, access to facilities and personnel, and other assistance on a transitional basis.

Additionally, the Registrant, Nomura and Barclays Capital Inc. (“Barclays”) entered into an Assignment and Assumption Agreement, dated as of September 29, 2008 (the “Assignment and

2

Assumption Agreement” and, together with Asset Sale Agreement, the Registrant Letter Agreement, the LBI Letter Agreement and the Nomura Transition Services Agreement, the “Agreements”), whereby the Registrant has assigned to Nomura its rights and obligations under the Transition Services Agreement, dated as of September 22, 2008, between the Registrant and Barclays (the “Barclays Transition Services Agreement”) solely as they relate to the Sellers.  Copies of the Nomura Transition Services Agreement, the Assignment and Assumption Agreement and the Barclays Transition Services Agreement are attached hereto as Exhibits 10.4, 10.5 and 10.6, respectively, and are incorporated herein by reference.

Key terms of the Agreements are described below:

Key Assets Sold or Assigned by Lehman

·Leases for certain real property occupied by certain of the Sellers will be assigned to Nomura or its affiliates.

·Certain fixed assets located in the real property for which the leases are assigned to Nomura or its affiliates, including office equipment and furnishings.

The parties agreed that the Asset Sale Agreement was not intended to transfer the Business as a going concern or to transfer any related liabilities to Nomura, except as expressly provided in the Asset Sale Agreement.

Key Assets and Liabilities Retained by Lehman

·All amounts owing to Lehman in relation to goods supplied or services performed by the Sellers in connection with the Business prior to closing and any collateral held in relation thereto.

·All assets of any clients of Lehman.

·All cash, notes or other negotiable instruments.

·All proprietary investments of Lehman.

·Shares or securities in any subsidiarie s of the Registrant.

·Any other asset, right, title or interest not expressly referred to in the Asset Sale Agreement (including, without limitation, the intellectual property of any Seller or any assets that were used in the conduct of Lehman’s Investment Management Division).

In addition, the Asset Sale Agreement does not contemplate the sale of any assets in Korea, and any such sale would, if it occurs, be set forth in a separate agreement.

3

Purchase Price for Lehman Assets

·$211.4 million in cash, which amount includes:

·$87.5 million for certain assets relating to the Business in Japan;

·a transfer payment of $21.9 million in respect of Lehman’s employees and secondees in Japan;

·               & #160;  $76.3 million for certain assets relating to the Business elsewhere in the Asia-Pacific region outside Japan; and

·a transfer payment of $25.8 million in respect of Lehman’s employees and secondees elsewhere in the Asia-Pacific region outside Japan.

Employees Transferred

·Approximately 3,000 of Lehman’s employees located in multiple locations the in Asia-Pacific region are expected to join Nomura as a result of the transaction.

Key Conditions to Closing of the Sale

The Asset Sale Agreement provides for many conditions to closing that are outside of Lehman’s control.  Conditions to closing the Asset Sale Agreement include:

·Acceptance by 70% or more in number of specified Lehman employees of offers of employment with Nomura or its affiliates.

·Receipt of certain appro vals or consents from the Tokyo District Courts under the Civil Rehabilitation Procedure and from the Hong Kong court.

·Expiration of the waiting period required and the obtaining of all approvals (including the approval of the Japan Fair Trade Commission), consents or clearances required, in each case under the Anti-Monopoly Law of Japan.

·In respect of any Sellers that are not subject to any provisional liquidation, liquidation or administration proceeding, the Registrant’s obtaining any approval required under United States bankruptcy laws.

·Obtaining all other legal, regulatory, self-regulatory, exchange, clearing organization and governmental approvals, authorizations, waivers and/or licenses that may be required.

Termination of the Asset Sale Agreement

A failure of any conditions to closing could result in the Asset Sale Agreement, or certain of its provisions, terminating without closing.

·If certain of the conditions to the closing of the sale are not satisfied (or waived, if

4

permitted under the Asset Sale Agreement) by October 31, 2008, the Asset Sale Agreement shall be terminable with respect to the sale of the Business in Japan upon notice in writing in accordance with its terms.

·In accordance with Section 4.4 of the Asset S ale Agreement, Nomura may waive, in whole or in part, conditions in respect of particular jurisdictions in which the transferred assets or employees are located so as to permit the closing of the transaction in other jurisdictions (in which case the amount paid at the initial closing will be adjusted to exclude payment for assets in those excluded jurisdictions).

Pre-Completion Indemnity by Nomura

·Nomura has agreed to indemnify the Sellers for certain employee benefit costs relating to transferred employees and certain expenses relating to leased premises to be transferred in the transaction for the period from October 1, 2008 through the closing or earlier termination of the Asset Sale Agreement.

Key Provisions of the Nomura Transition Services Agreement

·Any service provided by the Registrant or Nomura or their respective affiliates under the Nomura Transition Services Agreement will be charged to the recipient of such services, in accordance with the terms of the Nomura Transition Services Agreement.

·Initially, services under the Nomura Transition Services Agreement are provided at cost, without any markup for profit margin.  On and after the date that is nine months after the closing date of the sale, services will be provided at cost plus 15%.

·Subject to certain exceptions, all s ervices under the Nomura Transition Services Agreement will terminate no later than the earliest of (x) 18 months after the closing date of the sale and (y) 12 months from the closing date of the sale of the businesses retained by the Registrant or the portion of the Business, as applicable, to which such service relates or from which the service is provided and (z) such date as the recipient of services has developed an alternative source of such services; provided that the periods in clauses (x) and (y) can be extended to 30 months and 24 months, respectively, if there is no third-party provider that can reasonably provide a comparable service, the absence of the service would cause a material adverse effect on the value of the underlying business operations or assets and the applicable party provides notice in accordance with the agreement.

&n bsp;

Key Provisions of the Assignment and Assumption Agreement

·The Registrant has assigned to Nomura all of its rights, title and interests under the Barclays Transition Services Agreement solely as they relate to the Sellers and Nomura has agreed to perform related obligations under such agreement.

Some of the statements contained in this Report on Form 8-K (including those relating to Nomura’s intentions with respect to the businesses it has agreed to purchase from Lehman and

5

the employees of those businesses) that are predictive in nature, that depend on or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but instead represent only management’s expectations and estimates regarding future events based on the information available to management.

6

Item 9.01.  Financial Statements and Exhibits

(d)Exhibits

The following Exhibits are filed as part of this Report.

Exhibit 10.1*	International Asset Sale Agreement, dated as of September 29, 2008, among certain subsidiaries of Lehman Brothers Holdings Inc., Hong Kong insolvency officers, Singapore insolvency officers, Australia insolvency officers, and Nomura Holdings Inc. and certain of its affiliates.
Exhibit 10.2	Letter Agreement, dated as of September 29, 2008, between Lehman Brothers Holdings Inc. and Nomura Holdings Inc.
Exhibit 10.3	Letter Agreement, dated as of September 29, 2008, between Lehman Brothers Inc. and Nomura Holdings Inc.
Exhibit 10.4	Transition Services Agreement, dated as of September 29, 2008, between Lehman Brothers Holdings Inc. and Nomura Holdings Inc.
Exhibit 10.5	Assignment and Assumption Agreement, dated as of September 29, 2008, among Lehman Brothers Holdings Inc., Nomura Holdings Inc. and Barclays Capital Inc.
Exhibit 10.6	Transition Services Agreement, dated as of September 22, 2008, between Lehman Brothers Holdings Inc. and Barclays Capital Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed September 22, 2008).

* Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

7

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEHMAN BROTHERS HOLDINGS INC.
Date:   October 3, 2008	By:	/s/ James J. Killerlane III
		Name: James J. Killerlane III
		Title: Vice President

8

EXHIBIT INDEX

Exhibit 10.1*	International Asset Sale Agreement, dated as of September 29, 2008, among certain subsidiaries of Lehman Brothers Holdings Inc., Hong Kong insolvency officers, Singapore insolvency officers, Australia insolvency officers, and Nomura Holdings Inc. and certain of its affiliates.
Exhibit 10.2	Letter Agreement, dated as of September 29, 2008, between Lehman Brothers Holdings Inc. and Nomura Holdings Inc.
Exhibit 10.3	Letter Agreement, dated as of September 29, 2008, between Lehman Brothers Inc. and Nomura Holdings Inc.
Exhibit 10.4	Transition Services Agreement, dated as of September 29, 2008, between Lehman Brothers Holdings Inc. and Nomura Holdings Inc.
Exhibit 10.5	Assignment and Assumption Agreement, dated as of September 29, 2008, among Lehman Brothers Holdings Inc., Nomura Holdings Inc. and Barclays Capital Inc.
Exhibit 10.6	Transition Services Agreement, dated as of September 22, 2008, between Lehman Brothers Holdings Inc. and Barclays Capital Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed September 22, 2008).

* Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

EX-10.1

Exhibit 10.1

EXECUTION VERSION

Any text removed pursuant to Lehman Brothers Holdings Inc.’s confidential treatment
request has been separately filed with the U.S. Securities and Exchange
Commission and is marked “[***]” herein.

Dated 29 September 2008

THE HK INSOLVENCY OFFICERS

and

THE SINGAPORE INSOLVENCY OFFICERS

and

THE AUSTRALIA INSOLVENCY OFFICERS

and

THE SELLERS LISTED IN SCHEDULE 1

and

NOMURA HOLDINGS INC.

INTERNATIONAL ASSET SALE AGREEMENT

relating to certain of the assets and employees of the business of the Lehman Brothers International Group in the Asia-Pacific region (including Japan and Australia)

International Asset Sale Agreement

This Agreement is made on  29 September 2008, between:

(1)Paul Jeremy Brough, Edward Simon Middleton and Patrick Cowley, each of KPMG (whose registered address is 8^th floor, Princes Building, 16-20 Chater Road, Central, Hong Kong), as joint and several provisional liquidators to each of the HK Insolvent Companies (the “HK Insolvency Officers”);

(2)Peter Chay Fook Yuen, Bob Yap Cheng Ghee and Roger Tay Puay Cheng, each of KPMG (whose registered address is 16 Raffles Quay, #22-00, Singapore), as joint and several provisional liquidators of the Singapore Insolvent Company (the “Singapore Insolvency Officers”);

(3)Neil Geoffrey Singleton and Stephen James Parbery, each of PPB (whose registered address is Level 46, MLC Centre, 19 Martin Place, Sydney NSW 2000, Australia), as joint and several administrators of the Australia Insolvent Companies (the “Australia Insolvency Officers”);

(4)Nomura Holdings Inc. (“NHI”), for and on behalf of itself and the other entities listed in Schedule 2 (each, together with NHI, a “Purchaser” and together the “Purchasers”); and

(5)The entities listed in Schedule 1 (each a “Seller” and collectively the “Sellers”),

each a “party” and together the “parties”.

Whereas:

(A)The HK Insolvency Officers were appointed to act as provisional liquidators of Lehman Brothers Securities Asia Limited (Provisional Liquidators Appointed) on 17 September 2008 and as provisional liquidators of Lehman Brothers Asia Holdings Limited (Provisional Liquidators Appointed) and Lehman Brothers Asia Limited (Provisional Liquidators Appointed) on 19 September 2008 by orders of the Court of the Hong Kong Special Administrative Region.

(B)The Singapore Insolvency Officers were appointed to act as provisional liquidators of the Singapore Insolvent Company by a written resolution of the board of directors of the Singapore Insolvency Company dated 23 September 2008.

(C)The Australia Insolvency Officers were appointed to act as joint and several administrators of the Australia Insolvent Companies by resolutions of the boards of directors of the Australian Insolvent Companies, each dated 26 September 2008, and by instruments of appointment relating to the Australian Insolvent Companies, each dated 26 September 2008.

(D)The Sellers have agreed to sell the Sale Assets (each as to those Sale Assets listed across its respective name in the Sale Assets Exhibit and the Lease Exhibit) and the Purchasers have agreed to: (i) purchase all of the Sale Assets, and (ii) make offers of employment to the Transferred Employees, in each case on the terms and subject to the conditions of this Agreement.

2

It is agreed as follows:

1Interpretation

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

1.1Definitions

“2008 Bonus” has the meaning given to it in paragraph 1 of Schedule 5;

“2009 Bonus“has the meaning given to it in paragraph 1 of Schedule 5;

“Actual Completion” has the meaning given to it in paragraph 1 of Schedule 6;

“Additional Retention Fund” has the meaning given to it in paragraph 1 of Schedule 5;

“Advisor Fees” means the amounts of (i) [***] to be paid to NM Rothschild & Sons Limited; (ii) [***] to be paid to KPMG Hong Kong; and (iii) [***] to be paid to Linklaters;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Insolvency Officers, the Sellers and NHI (for and on behalf of the Purchasers), with such alterations as may be agreed in writing between the Insolvency Officers, the Sellers and NHI (for and on behalf of the Purchasers) from time to time;

“Asia Executive Committee” has the meaning given to it in paragraph 1 of Schedule 5;

“Australia Insolvent Companies” means those companies listed as parties 12 and 13 in Schedule 1 and “Australia Insolvent Company” means any one of them;

“Australia Insolvency Officers” has the meaning given to it in the parties Clause of this Agreement;

“Book Debts” means in respect of the Sellers and the Group Companies all book and other debts or sums owing to them (after deduction of any set-offs or counterclaims), whether or not then due and payable, in relation to goods supplied or services performed by the Sellers in connection with the Business prior to Japan Completion or General Completion (as the case may be), together with any interest payable on those sums and the benefit of any security or guarantee for their payment;

“Bonus Pool” has the meaning given to it in paragraph 1 of Schedule 5;

“Business” means the investment banking, capital markets (fixed income and equities) and financial services businesses conducted by the Lehman Brothers International Group in the Asia-Pacific region (including Japan and Australia) (and for the avoidance of doubt, excluding the back office functions of the Lehman Brothers International Group in Powai, India);

“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in Hong Kong and Tokyo;

“Completion” means either Japan Completion or General Completion (as the case may be);

“Continuing Transferred Employees” has the meaning given to it in paragraph 1 of Schedule 5;

“Debentures” has the meaning given to it in Clause 7.3.1;

3

“Employee Benefits” has the meaning given to it in paragraph 1 of Schedule 5;

“Employee Liabilities” has the meaning given to it in paragraph 1 of Schedule 5;

“Fiscal Year 2007” has the meaning given to it in paragraph 1 of Schedule 5;

“Fiscal Year 2008” has the meaning given to it in paragraph 1 of Schedule 5;

“General Completion” means the completion of the sale of the General Sale Assets pursuant to Clauses 4.4, 6.1.2 and 6.2.3 and Schedule 4 and the making of offers of employment by any of the Purchasers to the General Transferred Employees pursuant to Clause 8.1 and Schedule 5;

“General Consent Premises” has the meaning given to it in paragraph 1 of Schedule 6;

“General Leasehold Premises”  means (i) each and every of the leasehold or leased premises, sites, spaces, facilities and locations which any of the Sellers and/or Group Companies lease, license, occupy, use or enjoy (details of which are set out in the Sale Assets Exhibit and/or the Lease Exhibit), and (ii) each and every of the other leasehold or leased premises leased or licensed by any of the Sellers and/or Group Companies for the benefit of any Transferred Employee (excluding the Japan Leasehold Premises and Korean Leasehold Premises);

“General Purchase Price” has the meaning given to it in Clause 3.1.2;

“General Sale Assets” means all the Sale Assets other than the Japan Sale Assets;

“General Sale Assets Price” has the meaning given to it in Clause 3.1.2(i);

“General Sellers” means all Sellers other than the Japan Sellers;

“General Transfer Payment Amount” has the meaning given to it in Clause 3.1.2(ii);

“General Transferred Employees” means all the Transferred Employees other than the Japan Transferred Employees;

“Group Companies” means the companies in the Lehman Brothers International Group operating or otherwise comprised in the Business and “Group Company” means any one of them;

“HK Insolvency Officers” has the meaning given to it in the parties Clause of this Agreement;

“HK Insolvent Companies” means those companies listed as parties 1 to 3 in Schedule 1 and “HK Insolvent Company” means any one of them;

“Insolvency Officers” means the HK Insolvency Officers, the Singapore Insolvency Officers and the Australia Insolvency Officers and such other provisional liquidators, liquidators, administrative receivers, administrators, judicial managers, compulsory managers, trustees or other similar officers appointed to analogous positions in any jurisdiction in respect of the liquidation (voluntary or compulsory, solvent or insolvent), rehabilitation, reorganisation or composition process of any Group Company;

“Insolvency Officers’ Records” means all records produced by or at the direction of any of the Insolvency Officers or their staff or representatives or by any other person including the officers and employees of any of the Insolvent Companies in connection with the administration of any of the Insolvent Companies, the statutory books and accounting records of the Insolvent Companies (excluding the Transferred Employees Records and

4

the Transferred Sale Assets Records), documents relating to the appointment of any of the Insolvency Officers and any other records which any of the Insolvency Officers is required by any applicable law or regulation to retain;

“Insolvent Companies” means the Japan Rehabilitation Company, the HK Insolvent Companies, the Singapore Insolvent Company, the Australia Insolvent Companies and  those other Sellers which enter into or otherwise become subject to any provisional liquidation, liquidation (voluntary or compulsory, solvent or insolvent), rehabilitation, administration or composition process from time to time and “Insolvent Company” means any one of them;

“Japan Completion” means the completion of the sale of the Japan Sale Assets pursuant to Clauses 6.1.1 and 6.2.2 and Schedule 4 and the making of offers of employment by any of the Purchasers to the Japan Transferred Employees pursuant to Clauses 8.1 and Schedule 5;

“Japan Consent Premises” has the meaning given to it in paragraph 1 of Schedule 6;

“Japan Leasehold Premises” means (i) each and every of the leasehold or leased premises, sites, spaces, facilities and locations which any of the Sellers and/or Group Companies lease, license, occupy, use or enjoy in Japan in respect of the Business (details of which are set out in the Sale Assets Exhibit and/or the Lease Exhibit), and (ii) each and every of the other leasehold or leased premises in Japan leased or licensed by any of the Sellers and/or Group Companies for the benefit of any Transferred Employee;

“Japan Rehabilitation Company” means the entity listed as party 4 in Schedule 1;

“Japan Purchase Price” has the meaning given to it in Clause 3.1.1;

“Japan Sale Assets” means the Sale Assets listed across the respective names of the Japan Sellers in the Sale Assets Exhibit and/or the Japan Leasehold Premises;

“Japan Sale Assets Price” has the meaning given to it in Clause 3.1.1(i);

“Japan Sellers” means the entities listed as parties 4 to 6 in Schedule 1;

“Japan Transfer Payment Amount” has the meaning given to it in Clause 3.1.1(ii);

“Japan Transferred Employees” means those Transferred Employees identified as being employed in or seconded to Japan, in each case as set out in the Transferred Employee Exhibit;

“Korean Assets” means the assets set out in the Sale Assets Exhibit as being attributable to the Korean Branches and the Korean Leasehold Premises;

“Korean Branches” means [***];

“Korean Leasehold Premises” means (i) each and every of the leasehold or leased premises, sites, spaces, facilities and locations which any of the Sellers and/or Group Companies lease, license, occupy, use or enjoy in Korea in respect of the Business, (details of which are set out in the Sale Assets Exhibit and/or the Lease Exhibit), and (ii) each and every of the other leasehold or leased premises in Korea leased or licensed by any of the Sellers and/or Group Companies for the benefit of any Transferred Employee;

“Landlord” has the meaning given to it in paragraph 1 of Schedule 6;

5

“LBHI” means Lehman Brothers Holdings Inc.;

“Lease” has the meaning given to it in paragraph 1 of Schedule 6;

“Lease Exhibit” means the exhibit setting out details of leases to this Agreement marked “C” in the Agreed Terms;

“Leasehold Premises” means those premises and leases set out in the Sale Assets Exhibit and/or the Lease Exhibit other than the Korean Leasehold Premises;

“Lehman Brothers International Group” means LBHI and its subsidiaries worldwide;

“Letting Documents” has the meaning given to it in paragraph 1 of Schedule 6;

“Licence” has the meaning given to it in paragraph 1 of Schedule 6;

“Licence Fee” has the meaning given to it in paragraph 1 of Schedule 6;

“Licence Period” has the meaning given to it in paragraph 1 of Schedule 6;

“Licensed Premises” has the meaning given to it in paragraph 1 of Schedule 6;

“Long Stop Date” means 31 October 2008 (or such other date as the parties may agree in writing);

“Losses” means all losses, liabilities, costs (including without limitation legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

“NHI” has the meaning given to it in the parties Clause of this Agreement;

“Nominated Employees” has the meaning given to it in paragraph 1 of Schedule 5;

“Non-Disclosure Agreement” means the confidentiality agreement dated 19 September 2008 pursuant to which certain confidential information relating to the Business was made available to the Purchasers and/or their representatives and advisers;

“Occupancy Costs” means: (a) all rental payments in respect of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) of the relevant Insolvent Companies and the equipment and facilities at such General Leasehold Premises or Japan Leasehold Premises (as the case may be) and (b) all charges, outgoings and expenses in respect of such General Leasehold Premises or Japan Leasehold Premises (as the case may be) and the equipment and facilities at such General Leasehold Premises or Japan Leasehold Premises (as the case may be) or arising directly or indirectly from the use of such General Leasehold Premises or Japan Leasehold Premises (as the case may be) or the equipment or facilities at such General Leasehold Premises or Japan Leasehold Premises (as the case may be) including the cost of all rates, utilities charges, cleaning charges, security charges, air-conditioning charges, maintenance charges, service charges, insurance, heating, telecommunications and other services, the cost of complying with fire safety and other statutory regulations and other typical occupancy costs;

“Property Losses” has the meaning given to it in paragraph 1 of Schedule 6;

“Purchase Price” has the meaning set out in Clause 3.1;

“Purchasers” has the meaning given to it in the parties Clause of this Agreement;

“Purchaser Group” means NHI and its subsidiaries from time to time;

6

“Quarter Days” has the meaning given to it in paragraph 1 of Schedule 6;

“Relevant Conditions” has the meaning given to it in Clause 4.4.1;

“Relevant Employer” has the meaning given to it in paragraph 1 of Schedule 5;

“Relevant Jurisdiction(s)” has the meaning given to it in Clause 4.4.1;

“Relevant Purchaser” means the relevant Purchaser nominated by NHI to be the relevant purchaser to buy the relevant Sale Assets from the relevant Seller pursuant to Clause 2.1;

“Relevant Transferred Employees” has the meaning given to it in paragraph 1 of Schedule 5;

“Retained Records” means all the records (including historical customer, financial, business or trading information, books, data, information or document (including in electronic format)) used by or otherwise relating to the Business, including the Transferred Employees Records but excluding the Transferred Sale Assets Records and the Insolvency Officers’ Records;

“Sale Assets Exhibit” means the exhibit to this Agreement marked “A” setting out the details of the Sale Assets in the Agreed Terms;

“Sale Assets” means all the assets listed in the Sale Assets Exhibit and the Leasehold Premises, but excluding the Korean Assets;

“Selected Employees” has the meaning given to it in paragraph 1 of Schedule 5;

“Sellers” has the meaning given to it in the parties Clause of this Agreement;

“Services” means the services specified in Clause 11.2.1 and “Service” means any one of them;

“Severance Pay” has the meaning given to it in paragraph 1 of Schedule 5;

“Singapore Insolvent Company” means the company listed as party 22 in Schedule 1;

“Singapore Insolvency Officers” has the meaning given to it in the parties Clause of this Agreement;

“Taxation” or “Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;

“Third Party Consents” means all consents, licences, approvals, permits, authorisations or waivers required from third parties for the assignment or transfer or novation to the Purchasers of any General Leasehold Premises or Japan Leasehold Premises (as the case may be) or the entering into of a new agreement between a landlord and any Purchaser(s) in relation to the General Leasehold Premises or Japan Leasehold Premises (as the case may be);

“Transfer Payment” means the payment to be made by the Purchasers to the Sellers in consideration for the Sellers providing the names (and certain other details) of the

7

Transferred Employees to the Purchasers and consenting to the Transferred Employees ceasing their existing employment at short notice;

“Transferred Employee Exhibit” means the exhibit to this Agreement marked “B” setting out details of Transferred Employees in the Agreed Terms;

“Transferred Employees” means the relevant employees of the Lehman Brothers International Group who are to receive offers of employment from a member of the Purchaser Group pursuant to the terms of this Agreement (and whose details are set out in the Transferred Employee Exhibit) (being all employees of the Lehman Brothers International Group who are currently employed in the Business, and such other employees of the Lehman Brothers International Group who are seconded to the Business) (and include, for the avoidance of doubt, those employees employed in or seconded to Korea) and up to 10 further employees of the Business as are nominated by the Sellers within 5 days of the date hereof subject to the prior written approval of NHI;

“Transferred Employees Records” means the personnel and other records used by the Business in relation to the Transferred Employees, but excluding the Insolvency Officers’ Records;

“Transferred Sale Assets Records” means the documents of title and other records relating to the Sale Assets, but excluding the Insolvency Officers’ Records;

“TSAs” means the Transition Services Agreement between LBHI and NHI and the Assignment and Assumption Agreement between Barclays Capital Inc., LBHI and NHI, in each case to be entered into in the Agreed Terms;

 “US TSA” means the Transition Services Agreement dated 19 September 2008 between Barclays Capital Inc. and LBHI;

“US$” means US dollars, the currency of the United States of America; and

“Yen (¥)” means Japanese Yen, the currency of Japan.

1.2Singular, plural, gender

References to one gender include all genders and references to the singular include the plural and vice versa.

1.3Modification etc. of statutes

References to a statute or statutory provision include:

1.3.1that statute or provision as from time to time modified, re-enacted or consolidated whether before or after the date of this Agreement;

1.3.2any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and

1.3.3any subordinate legislation made from time to time under that statute or statutory provision which is in force at the date of this Agreement

except to the extent that any statute, statutory provision or subordinate legislation made or enacted after the date of this Agreement would create or increase a liability of a Seller, any Insolvency Officer or any Purchaser under this Agreement.

8

1.4References to persons and companies

References to:

1.4.1a person include any individual, company, partnership or unincorporated association (whether or not having separate legal personality); and

1.4.2a company include any company, corporation or any body corporate, wherever incorporated.

1.5Schedules etc.

References to this Agreement shall include any Recitals, Exhibits and Schedules to it and references to Clauses, Recitals, Exhibits and Schedules are to Clauses of, and Recitals, Exhibits and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

1.6Headings

Headings shall be ignored in interpreting this Agreement.

1.7Legal Terms

References to any English legal term shall, in respect of any jurisdiction other than England and Wales, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

1.8Construction

1.8.1In this Agreement a reference to:

(i)a “claim” includes any claim, demand, action or proceeding of any kind, actual or contingent;

(ii)“representatives” includes partners, agents, employees and any other person acting on behalf and with the authority of a party;

(iii)“including”, “includes” or “in particular” means including, includes or in particular without limitation; and

(iv)a time of day is to Hong Kong time.

1.8.2In this Agreement a reference:

(i)to the HK Insolvency Officers shall mean jointly and severally the HK Insolvency Officers and to any other person who is appointed as provisional liquidator in substitution for any HK Insolvency Officer or as an additional provisional liquidator in conjunction with the HK Insolvency Officers and any liquidator appointed to the HK Insolvent Companies;

(ii)to the Singapore Insolvency Officers shall mean jointly and severally the Singapore Insolvency Officers and to any other person who is appointed as provisional liquidator in substitution for any Singapore Insolvency Officer or as an additional provisional liquidator in conjunction with the Singapore Insolvency Officers and any liquidator appointed to the Singapore Insolvent Company; and

(iii)to the Australia Insolvency Officers shall mean jointly and severally the Australia Insolvency Officers and to any other person who is appointed as

9

administrator in substitution for any Australia Insolvency Officer or as an additional administrator in conjunction with the Australia Insolvency Officers and any administrator appointed to the Australia Insolvent Companies.

1.9References to subsidiaries and holding companies

A company is a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly through one or more subsidiaries:

1.9.1holds a majority of the voting rights which may be exercised at its general meetings;

1.9.2is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body;

1.9.3is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or

1.9.4has the right to exercise a dominant influence over it, for example by having the right to give directions with respect to its operating and financial policies, with which directions its directors are obliged to comply.

1.10Information

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

1.11Joint and several liability

1.11.1Any provision of this Agreement which is expressed to bind the Sellers (other than the Insolvent Companies) shall, save where inconsistent with the context or where otherwise expressly stated, bind the Sellers (other than the Insolvent Companies) jointly and severally.

1.11.2Any provision of this Agreement which is expressed to bind the Purchasers shall, save where inconsistent with the context or where otherwise expressly stated, bind the Purchasers jointly and severally.

1.11.3Any provision of this Agreement which is expressed to bind any other party shall bind such other party severally.

1.12Successors and assigns

This Agreement is binding on each of the parties, its successors in title and assigns.

1.13NHI

NHI shall take all steps, and shall procure that members of the Purchaser Group shall take all steps, to give effect to and comply with the provisions of this Agreement.

10

1.14Transfer of Sale Asset to a Purchaser

For the avoidance of doubt, the transfer (whether by delivery or otherwise) of any Sale Asset to any Purchaser shall be an absolute discharge of the obligations of the Sellers and Insolvency Officers to transfer and/or deliver that Sale Asset to the Purchasers (save as set out in Schedule 6 in respect of the transfer of General Leasehold Premises or Japan Leasehold Premises (as the case may be)).

2Agreement to sell the Sale Assets and transfer the Transferred Employees

2.1Sale of Sale Assets and transfer of Transferred Employees

On and subject to the terms and conditions of this Agreement:

2.1.1In respect of the Japan Sale Assets and Japan Transferred Employees:

(i)as soon as reasonably practicable after the date of this Agreement, the Relevant Employer(s) shall make offers of employment to all the Japan Transferred Employees (including, for the avoidance of doubt, those Nominated Employees employed in or seconded to Japan) in accordance with Clause 8.1 and Schedule 5; and

(ii)on Japan Completion, the Japan Sellers shall sell (each as to those Sale Assets set out against its name in the Sale Assets Exhibit or the Lease Exhibit) and the Relevant Purchaser(s) shall buy such right, title and interest as the Japan Sellers have at Japan Completion in the Japan Sale Assets, with the intention that all such right, title and interest shall vest in the Relevant Purchasers at Japan Completion.

2.1.2In respect of the General Sale Assets and General Transferred Employees:

(i)as soon as reasonably practicable after the date of this Agreement, the Relevant Employers shall make offers of employment to all the General Transferred Employees (including, for the avoidance of doubt, the Nominated Employees but excluding those employed in or seconded to Japan) in accordance with Clause 8.1 and Schedule 5; and

(ii)on General Completion, the General Sellers shall sell (each as to those Sale Assets set out against its name in the Sale Assets Exhibit or the Lease Exhibit) and the Relevant Purchaser(s) shall buy such right, title and interest as the General Sellers have at General Completion in the General Sale Assets, with the intention that all such right, title and interest shall vest in the Relevant Purchasers at General Completion.

2.2Excluded Assets

This Agreement shall not transfer to any of the Purchasers any interest in any asset or right, title or interest in respect of such asset of the Sellers (other than the Sale Assets and Transferred Employees), and, for the avoidance of doubt and without limitation, excludes the following:

2.2.1the Book Debts and any collateral held in relation to the Book Debts;

2.2.2the Insolvency Officers’ Records and the Retained Records;

11

2.2.3all assets of any client of the Lehman Brothers International Group;

2.2.4all cash in hand, or in a bank or other financial institution, and all cheques, credit or debit card vouchers, drafts, bills, notes or other negotiable instruments;

2.2.5the benefit of any actual or potential claim, or right to make a claim, in relation to or in connection with the Business relating to Japan, which accrues prior to Japan Completion or the rest of the Business, which accrues prior to General Completion or arises out of events occurring prior to Japan Completion or General Completion (as the case may be)  (other than claims under manufacturers’ or suppliers’ warranties included in the relevant Sale Assets transferred pursuant to such Completion) including the proceeds of any litigation;

2.2.6all rental deposits and rental prepayments and all other payments, paid by or to or payable to any Seller or any Group Company;

2.2.7the benefit of all policies of insurance or assurance and any claims made thereunder;

2.2.8all proprietary investments of the Lehman Brothers International Group;

2.2.9the benefit of all Tax allowances and all rights and claims for repayment of any Tax;

2.2.10all Debentures;

2.2.11any shares in or any securities of any body corporate; and

2.2.12any other asset, right, title or interest not expressly referred to in this Agreement.

2.3Excluded Liabilities

This Agreement shall not transfer to any of the Purchasers, and the Purchasers shall not be liable for, and none of the Insolvency Officers or the Sellers shall make any claim against any of NHI, the Purchasers, the Transferred Employees or the Sale Assets in respect of, any obligation or liability of any of the Sellers, the Insolvency Officers or the Business, save in each case as expressly set out in this Agreement. For the avoidance of doubt, the parties acknowledge that:

2.3.1this Agreement is not intended to transfer the Business as a going concern or to operate, save as expressly provided in this Agreement, to transfer any related liabilities (whether in whole or in part) of the Sellers to the Purchasers;

2.3.2the sale of the relevant Sale Assets and the transfer of the relevant Transferred Employees, in each case relating to Hong Kong, is not intended to operate as a transfer of business (whether in whole or in part) for the purpose of the Transfer of Businesses (Protection of Business) Ordinance (Chapter 49 of the Laws of Hong Kong); and

2.3.3the sale of the relevant Sale Assets and the transfer of the relevant Transferred Employees, in each case relating to Singapore, is not intended to operate as a transfer of the undertakings of the relevant Sellers in Singapore, pursuant to Section 18A of the Employment Act (Chapter 91 of Singapore).

12

3Consideration

3.1Amount

The aggregate consideration (“Purchase Price”) to be paid by the Purchasers shall comprise:

3.1.1to the Japan Sellers (the “Japan Purchase Price”) as follows:

(i)Sale Assets: US$87,400,000 (the “Japan Sale Assets Price”) for the purchase of the Japan Sale Assets; and

(ii)Transfer Payment: US$21,900,000 (the “Japan Transfer Payment Amount”) as Transfer Payment in respect of the Japan Transferred Employees;

3.1.2to the General Sellers (the “General Purchase Price”) as follows:

(i)Sale Assets: US$76,300,000 (the “General Sale Assets Price”) for the purchase of the General Sale Assets; and

(ii)Transfer Payment: US$25,800,000 (the “General Transfer Payment Amount”) as Transfer Payment in respect of the General Transferred Employees.

3.2Time of payment

The Japan Purchase Price shall be paid in full on Japan Completion and the General Purchase Price shall be paid in full on General Completion, in each case in accordance with Clauses 3.3, 3.4, 3.5 and 6.

3.3Payment method

3.3.1All sums payable by the Purchasers to the Sellers and/or any of the Insolvency Officers shall be paid by telegraphic transfer on or by the date due for payment. Such payment shall be paid in immediately available funds for same day value into the account(s) of the relevant recipient(s), details of which shall be notified in writing by the relevant recipient(s) to the Purchasers on or before the relevant date of payment.

3.3.2All sums payable to the Japan Sellers under this Agreement shall be paid in Yen (¥) as converted at the prevailing exchange rate available at the relevant time of payment and shall be paid into the bank account(s) of the Japan Sellers in Japan, details of which shall be notified in writing by the Japan Sellers to the Purchasers on or before the relevant date of payment.

3.3.3The Insolvent Companies confirm that, to the extent relevant:

(i)the HK Insolvency Officers may, for and on behalf of the HK Insolvent Companies, give a good receipt for all payments to the HK Insolvent Companies;

(ii)the Singapore Insolvency Officers may, for and on behalf of the Singapore Insolvent Company, give a good receipt for all payments to the Singapore Insolvent Company; and

13

(iii)the Australia Insolvency Officers may, for and on behalf of the Australia Insolvent Companies, give a good receipt for all payments to the Australia Insolvent Companies.

3.3.4The receipt of the Japan Purchase Price and the General Purchase Price, in each case into the account(s) referred to in Clause 3.3.1, shall be an absolute discharge to the Purchasers and the Purchasers shall have no responsibility in respect of the allocation or application of the Purchase Price amongst the Sellers.

3.4Withholdings

NHI, the Sellers and the Insolvency Officers agree that where any sums payable under this Agreement are subject to deductions, withholdings, set-offs or counterclaims, they shall (to the extent they are able to) use all reasonable endeavours to make such payments so as to minimise any deductions, withholdings, set-offs or counterclaims that may apply or be imposed in respect thereof.

3.5Purchase Price Allocation

3.5.1Japan Purchase Price Allocation

(i)The Japan Sale Assets Price shall be allocated between the Japan Sellers as set out in Schedule 3 Part A and the sum as allocated shall be distributed to each of the Japan Sellers after deducting an amount representing a 12.5 per cent. discount to book value being applied pro rata to the Sale Assets transferred by each Japan Seller (the book value in respect of such of the Japan Sale Assets to be sold by each Japan Seller being as set out in Schedule 3 Part A). The consideration for each of the individual Japan Sale Assets (which has a book value as set out in the Sale Assets Exhibit) shall be determined by applying a 12.5 per cent. discount to such book value.

(ii)The Japan Transfer Payment Amount shall be allocated between the Japan Sellers as set out in Schedule 3 Part B in accordance with the proportion of the total number of Transferred Employees who are employed by or seconded to the Japan Sellers.

3.5.2General Purchase Price Allocation

(i)The General Sale Assets Price shall be allocated between the General Sellers as set out in Schedule 3 Part A and the sum as allocated shall be distributed to each of the General Sellers after deducting an amount representing a 12.5 per cent. discount to book value being applied pro rata to the Sale Assets transferred by each General Seller (the book value in respect of such of the General Sale Assets to be sold by each General Seller being as set out in Schedule 3 Part A). The consideration for each of the individual General Sale Assets (which has a book value as set out in the Sale Assets Exhibit) shall be determined by applying a 12.5 per cent. discount to such book value.

(ii)The General Transfer Payment Amount shall be allocated between the General Sellers as set out in Schedule 3 Part B in accordance with the proportion of the total number of Transferred Employees who are employed by or seconded to the General Sellers.

14

4Conditions

4.1Conditions Precedent

4.1.1The purchase and sale of the Japan Sale Assets and transfer of the Japan Transferred Employees are conditional upon the satisfaction (or, in the case of Clauses 4.1.1(i) and 4.1.1(vi) , the waiver in writing by NHI in its sole discretion) of the following conditions by the Long Stop Date:

(i)the acceptance by 70 per cent. or more in number of the Nominated Employees of the binding offers of employment made by any of the Relevant Employers in accordance with Clause 8.1 and Schedule 5;

(ii)the receipt by the Japan Rehabilitation Company of all approvals or consents from the Tokyo District Courts under the Civil Rehabilitation Procedure;

(iii)the expiration of the waiting period required and the obtaining of all approvals (including the approval of the Japan Fair Trade Commission), consents or clearances required, in each case under the Anti Monopoly Law of Japan;

(iv)in respect of any of the Japan Sellers which are not subject to any provisional liquidation, liquidation or administration proceeding, LBHI obtaining any approval required under the US Bankruptcy Code;

(v)no governmental, administrative, statutory or regulatory body, court or agency in any jurisdiction having taken or initiated any action, proceeding, suit or investigation or enacted or made or proposed (and there not being continuing or outstanding) any statute, regulation, demand or order that would render the consummation of the transactions contemplated in this Agreement illegal, void or unenforceable; and

(vi)the occurrence of General Completion.

4.1.2The purchase and sale of the General Sale Assets and transfer of the General Transferred Employees are conditional upon the satisfaction (or a written waiver by NHI in its sole discretion of Clause 4.1.2(i) or, for the purposes of Clause 4.4, of Clauses 4.1.2(iv), 4.1.2(v) and/or 4.1.2(vi)) of the following conditions by the Long Stop Date:

(i)the acceptance by 70 per cent. or more in number of the Nominated Employees of the binding offers of employment made by any of the Relevant Employers in accordance with Clause 8.1 and Schedule 5;

(ii)the receipt by the HK Insolvency Officers of all approvals or consents required from the Hong Kong court;

(iii)in respect of any of the General Sellers which are not subject to any provisional liquidation, liquidation or administration proceeding, LBHI obtaining any approval required under the US Bankruptcy Code;

(iv)the obtaining of all legal, regulatory, self-regulatory, exchange, clearing organisation and governmental approvals, authorisations, waivers and/or licences required to be given by any governmental or regulatory body

15

having jurisdiction over the Sellers, Purchasers, Insolvency Officers and/or the business comprised in the Sale Assets;

(v)no governmental, administrative, statutory or regulatory body, court or agency in any jurisdiction having taken or initiated any action, proceeding, suit or investigation or enacted or made or proposed (and there not being continuing or outstanding) any statute, regulation, demand or order that would render the consummation of the transactions contemplated in this Agreement illegal;

(vi)the obtaining of all approvals or consents required from any other court or court appointed supervisor or analogous body in any jurisdiction; and

(vii)the entry into of the TSAs by the parties thereto.

4.2Responsibility for Satisfaction

4.2.1The:

(i)Japan Sellers shall use reasonable endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.1(i) to 4.1.1(v);

(ii)General Sellers shall use reasonable endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.1(vi) and 4.1.2(i) to 4.1.2(vii);

(iii)HK Insolvency Officers shall use reasonable endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.1(vi), 4.1.2(ii) and 4.1.2(v) in so far as it relates to proceedings in Hong Kong in respect of the HK Insolvent Companies; and

(iv)Purchasers shall (without prejudice to their obligations under Clause 8.1 and Schedule 5) use reasonable endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.1(i), 4.1.1(iii), 4.1.1(vi), 4.1.2(i), 4.1.2(iv), 4.1.2(vi) and 4.1.2(vii),

in each case as soon as practicable.

4.2.2Without prejudice to Clause 4.2.1, the parties agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Insolvency Officers, NHI (for and on behalf of the Purchasers) and the Sellers in consultation with each other and they shall promptly co-operate with and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by the other.

4.3Non-Satisfaction

4.3.1The parties responsible for satisfaction of any condition in Clause 4.1 (as set out in Clause 4.2) shall give notice to the other parties of the satisfaction of the relevant conditions within two Business Days of becoming aware of the same.

4.3.2If the conditions in Clause 4.1.1(i) to 4.1.1(vi) are not satisfied (or waived, to the extent permitted in this Agreement) on or before the Long Stop Date, save as expressly provided, this Agreement (with respect to the Japan Completion) (other than Clauses 1, 6.5, 14, 15 and 16) shall, unless otherwise agreed in writing

16

between each of the Insolvency Officers, the Sellers and NHI (for and on behalf of the Purchasers), be terminable by notice in writing served by (i) NHI (for and on behalf of the Purchasers) on the Insolvency Officers and the Sellers, (ii) the HK Insolvency Officers (acting jointly) on NHI (for and on behalf of the Purchasers), the Sellers, the Singapore Insolvency Officers and the Australia Insolvency Officers, (iii) the Singapore Insolvency Officers (acting jointly) on NHI (for and on behalf of the Purchasers), the Sellers, the HK Insolvency Officers and the Australia Insolvency Officers, (iv) the Australia Insolvency Officers (acting jointly) on NHI (for and on behalf of the Purchasers), the Sellers, the HK Insolvency Officers and the Singapore Insolvency Officers, or (v) the Sellers (acting jointly) on NHI (for and on behalf of the Purchasers) and the Insolvency Officers. No party may terminate this Agreement after satisfaction (or waiver, to the extent permitted in this Agreement) of the conditions in Clause 4.1, except in accordance with this Agreement.

4.4Modified General Completion

4.4.1NHI may waive, in whole or in part, any of the conditions set out in Clauses 4.1.2(iv), 4.1.2(v) and/or 4.1.2(vi) (the “Relevant Conditions”) in respect of any particular jurisdiction (the “Relevant Jurisdiction(s)”) in which any of the General Sale Assets or any of the General Transferred Employees is located, so as to permit General Completion to occur in accordance with Clause 6, but on the basis that General Completion in respect of the General Sale Assets and the General Transferred Employees in each Relevant Jurisdiction shall be excluded from such completion, and that the General Transfer Payment Amount and the General Sale Assets Price shall be adjusted accordingly and on a basis consistent with Clause 3.5.

4.4.2Upon satisfaction of the Relevant Conditions in respect of each Relevant Jurisdiction, the relevant parties shall then proceed to General Completion in respect of those General Sale Assets and those General Transferred Employees in that Relevant Jurisdiction in accordance with Clause 6, and the obligations of the relevant parties in respect of each such Completion shall be modified accordingly.

5Pre-Closing

5.1The Obligations of the Sellers in Relation to the Conduct of the Business

Each of the Sellers undertakes, so far as it is able (and subject to the obligations of the Insolvent Companies and the duties of the Insolvency Officers (in respect of the Insolvent Companies) under the insolvency laws in the relevant jurisdictions, the terms of the orders appointing the respective Insolvency Officers and any other relevant court order) that between the date of this Agreement and each of Japan Completion and General Completion (as the case may be):

5.1.1it shall use its commercially reasonable efforts to preserve the value of the Sale Assets;

5.1.2no Employee Benefits shall be materially increased, no other unusual or extraordinary bonus shall be paid, no terms of employment of any employee shall be amended and no employee shall be dismissed or additional employee hired, in

17

each case without the consent of NHI (such consent not to be unreasonably withheld);

5.1.3other than for cause, it shall not dismiss or (save as provided in Schedule 5) give notice of termination of employment to any Nominated Employee or Selected Employee or amend (or agree to amend) the terms of employment (including annual compensation, bonus entitlement, benefit or other direct, indirect or deferred compensation or severance entitlement), duties or title of any Transferred Employee (including any Nominated Employee or Selected Employee), other than pursuant to the terms of this Agreement, in each case without the consent of NHI (such consent not to be unreasonably withheld);

5.1.4no Sale Asset shall be sold or otherwise transferred, no security shall be granted over any Sale Asset and no Sale Asset shall be otherwise encumbered (to the extent it is not already so encumbered) (except by operation of law or pursuant to court order or any analogous event);

5.1.5no material litigation or dispute relating to any Sale Asset shall be commenced or settled by any of the Sellers;

5.1.6the Purchasers shall be given such access as they shall reasonably require to the Transferred Sale Assets Records (subject to any restrictions imposed by data protection laws or other applicable law or regulation relating to data privacy or client confidentiality);

5.1.7it shall not transfer to or re-locate to the Business any employee of the Lehman Brothers International Group that is not currently an employee of or seconded to the Business and, other than pursuant to a prior contractual commitment, not transfer or re-locate any Transferred Employee away from the Business;

5.1.8it shall not assume voluntarily any liability that would be transferred with the Sale Assets in connection with the Japan Completion and/or the General Completion by operation of law or otherwise (other than in the ordinary course of business);

5.1.9not change the existing use, terminate, or give notice to terminate, any lease, tenancy, or license in respect of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) and shall not agree to a new rent or fee payable under a lease, tenancy or license in respect of the General Leasehold Premises or Japan Leasehold Premises (as the case may be);

5.1.10it shall not take any action that is inconsistent with the provisions of this Agreement, or that is or will constitute or cause a breach of any undertaking under this Agreement; and

5.1.11it shall not agree to do anything prohibited by this Clause 5.1,

provided that nothing shall prevent: (i) the Sellers from managing the solvency of any member of the Lehman Brothers International Group in accordance with their fiduciary, legal and regulatory duties; and (ii) the Insolvency Officers from carrying out their duties under the insolvency laws in the relevant jurisdictions and/or complying with the terms of the orders appointing the respective Insolvency Officers and any other relevant court order.

18

6Japan Completion and General Completion

6.1Date and Place

Subject to Clauses 3.2 and 4:

6.1.1completion of the sale and purchase of the Japan Sale Assets (other than in respect of the Japan Consent Premises, the completion of which shall take place in accordance with the terms of Schedule 6) and the transfer of the Japan Transferred Employees shall occur no more than three Business Days following the satisfaction of the conditions in Clause 4.1.1; and

6.1.2completion of the sale and purchase of the General Sale Assets (other than in respect of the General Consent Premises, the completion of which shall take place in accordance with the terms of Schedule 6) and the transfer of the General Transferred Employees shall occur no more than three Business Days following the satisfaction of the conditions in Clause 4.1.2;

in each case at such place and time as the Insolvency Officers, the Sellers and NHI may agree.

6.2Completion Events

6.2.1On each of Japan Completion and General Completion, the relevant parties shall comply with their respective obligations specified in Parts A, B and/or C of Schedule 4.

6.2.2The Japan Sellers may waive any or all of the obligations of the Purchasers and NHI (for and on behalf of the Purchasers) may waive any or all of the obligations of the Japan Sellers, in respect of Japan Completion, in each case as set out in Parts A and B of Schedule 4.

6.2.3The General Sellers may waive any or all of the respective obligations of the Purchasers or the Insolvency Officers, NHI (for and on behalf of the Purchasers) may waive any or all of the respective obligations of the General Sellers or the Insolvency Officers, the HK Insolvency Officers may waive any or all of the respective obligations of the Purchasers, the Sellers, the Singapore Insolvency Officers or the Australia Insolvency Officers, the Singapore Insolvency Officers may waive any or all of the respective obligations of the Purchasers, the Sellers, the HK Insolvency Officers or the Australia Insolvency Officers, and the Australia Insolvency Officers may waive any or all of the respective obligations of the Purchasers, the Sellers, the HK Insolvency Officers or the Singapore Insolvency Officers, in each case in respect of General Completion, and in each case as set out in Parts A and C of Schedule 4.

6.3Passing of risk

The Japan Sale Assets shall be at the sole risk of the Purchasers from Japan Completion and the General Sale Assets shall be at the sole risk of the Purchasers from General Completion, and in each case the Purchasers (and not the relevant Insolvency Officers or any of the Sellers) shall be responsible for the insurance of the relevant Sale Assets from the Japan Completion and/or General Completion (as the case may be).

19

6.4Breach of Completion Obligations

If any party fails to comply with any material obligation in Clauses 6.1, 6.2 or 8 or Schedule 4 in relation to Japan Completion or General Completion (as the case may be), NHI (in the case of non-compliance by any of the Sellers or the Insolvency Officers) or the Sellers or the Insolvency Officers (in the case of non-compliance by any of the Purchasers), shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the other parties, served on Japan Completion and/or General Completion (as the case may be):

6.4.1to terminate this Agreement in respect of Japan Completion or General Completion, as the case may be, (other than Clauses 1, 2, 6.5, 14, 15 and 16), without liability on its part or on the part of those on whose behalf notice is served;

6.4.2to effect Japan Completion or General Completion (as the case may be) so far as practicable having regard to the defaults which have occurred; or

6.4.3to fix a new date for the Japan Completion or General Completion (as the case may be) (not being more than 20 Business Days after the agreed date for Japan Completion and/or General Completion (as the case may be)).

6.5Pre-Completion Indemnity

6.5.1If Japan Completion does not occur by 1 October 2008, the Purchasers shall indemnify the Insolvent Companies and the Insolvency Officers and shall keep them indemnified in respect of the period commencing on 1 October 2008 and ending upon the occurrence of Japan Completion or termination of this Agreement in respect of Japan Completion, whichever is the earlier, in respect of:

(i)without prejudice to the provisions of Clause 8.1 and Schedule 5, all Employee Benefits (other than Severance Pay) in so far as such Employee Benefits relate to the Japan Transferred Employees employed by such Insolvent Companies; and

(ii)all Occupancy Costs (in so far as they relate to the Japan Leasehold Premises of such Insolvent Companies) provided that to the extent any payment of Occupancy Costs is proposed to be made (in advance) during the period from 1 October 2008 to the Long Stop Date, which payment is in respect of Occupancy Costs which will arise during the period following the Long Stop Date, such payment may only be made with the prior written consent of NHI.

6.5.2If General Completion does not occur by 1 October 2008, the Purchasers shall indemnify the Insolvent Companies and the Insolvency Officers and keep them indemnified in respect of the period commencing on 1 October 2008 and ending upon the occurrence of General Completion or termination of this Agreement in respect of General Completion, whichever is the earlier, in respect of:

(i)without prejudice to the provisions of Clause 8.1 and Schedule 5, all Employee Benefits (other than Severance Pay) in so far as such Employee Benefits relate to the General Transferred Employees employed by such Insolvent Companies; and

20

(ii)all Occupancy Costs (in so far as they relate to the General Leasehold Premises of such Insolvent Companies) provided that to the extent any payment of Occupancy Costs is proposed to be made (in advance) during the period from 1 October 2008 to the Long Stop Date, which payment is in respect of Occupancy Costs which will arise during the period following the Long Stop Date, such payment may only be made with the prior written consent of NHI.

6.5.3Without prejudice to Clauses 6.5.1 and 6.5.2, subject to being provided with proper evidence and reasonable details of each payment involved (including a copy of the invoice, confirmation of the amount due and explanation of the nature of the payment and details of the parties involved) at least five Business Days or such lesser period as NHI may agree in advance of the proposed date for payment, NHI shall put the relevant Insolvent Company or the Insolvency Officers (as the case may be) in funds to discharge payments in respect of the relevant Employee Benefits and the relevant Occupancy Costs by no later than one Business Day in advance of them becoming legally due and payable.

6.5.4If this Agreement is terminated, and the Purchasers have made any payments in respect of any Employee Benefits and/or Occupancy Costs in respect of a period after 31 October 2008, then such Purchasers shall be allowed to claim as unsecured creditors in respect of such amounts.

7Future transactions - Korea

7.1The parties acknowledge that NHI intends to make an offer in accordance with the provisions of Clause 8.1 and Schedule 5 to all of the Transferred Employees employed in or seconded to the Korean Branches. Notwithstanding the terms of Schedule 5, the parties agree that such offers shall be binding and become unconditional once the Korean Assets have been acquired by one or more of the Purchasers (and/or other member(s) of the Purchaser Group) which shall, to the extent it occurs, be effected by way of a separate agreement between NHI and the entities within the Lehman Brothers International Group which own the Korean Branches.

7.2NHI agrees (for and on behalf of the Purchasers) that, if it, any other Purchaser(s) and/or any other member of the Purchaser Group acquires the Korean Assets, [***].

7.3Debentures

7.3.1The Sellers, the Insolvency Officers and NHI agree that they shall in good faith enter into discussions and commence negotiations in respect of the acquisition by NHI, any other Purchasers and/or any other member of the Purchaser Group of the school and club debentures (the “Debentures”) held as at the date of this Agreement by certain of the Group Companies for the use of the Transferred Employees.

7.3.2The Sellers and the Insolvency Officers agree and acknowledge that they shall, in so far as they are able, use reasonable endeavours to continue to make the

21

Debentures available for the use of the Transferred Employees for a period of four months from the date of this Agreement (or as mutually agreed between the parties) or until such date on which the relevant parties reach an agreement on the acquisition by NHI and/or any other member of the Purchaser Group of the Debentures, whichever is the earlier. NHI shall bear all costs relating to making the Debentures available.

8Transferred Employees and Leasehold Premises

8.1On and with effect from the date of this Agreement, the provisions of Schedule 5 will apply in respect of the Japan Transferred Employees and the General Transferred Employees.

8.2On and with effect from the date of this Agreement, the provisions of Schedule 6 will apply in respect of the Japan Leasehold Premises and the General Leasehold Premises.

9Book Debts

If any person pays to a Purchaser, and that Purchaser actually receives any payment in respect of, any Book Debt or any other sum due to a Seller or Insolvency Officer or other Group Company, such Purchaser shall promptly pay all such monies to the relevant Seller or Insolvency Officer or other Group Company (as the case may be) as such relevant party may direct. Until all such monies are so paid they shall be kept in an account separate from such Purchaser’s own monies and held on trust for the Seller or Insolvency Officer or other Group Company (as the case may be).

10Apportionments

10.1Payments in advance

10.1.1Without prejudice to NHI’s liability under the indemnity in respect of Occupancy Costs under Clause 6.5, NHI shall pay to the relevant Seller or relevant Insolvency Officers (as the case may be) the apportioned value of all periodic expense payments made by a Seller or Insolvency Officer or other Group Company (as the case may be) in connection with the relevant Sale Assets and for the direct or indirect benefit of a Purchaser in respect of any period after Japan Completion or General Completion (as the case may be). Such periodic expense payments shall be deemed to accrue equally from day to day and shall be apportioned as at Japan Completion or General Completion (as the case may be). The apportionment shall be agreed between the Insolvency Officers, the Sellers and NHI within two months of Japan Completion or General Completion (as the case may be).

10.1.2For the avoidance of doubt, the payments referred to in Clause 10.1.1 shall include payments for services contracted for or otherwise provided in connection with the relevant General Leasehold Premises or Japan Leasehold Premises (as the case may be) (in respect of any period after Japan Completion or General Completion (as the case may be)).

22

10.2Orders

The Purchasers shall pay for all goods or services ordered by a Seller, Insolvency Officer or any other Group Company, relating to any of the Sale Assets and for the benefit of the relevant Purchaser, which have not been delivered or performed prior to Japan Completion or General Completion (as the case may be) but are actually delivered or performed after Japan Completion or General Completion (as the case may be) and (where terminated by the relevant Purchaser) the cost of termination of such goods or services (as the case may be). Payment shall be made within five Business Days of the date of delivery to the relevant Purchaser of an invoice in respect of those goods or services or their termination, by the relevant Seller or the supplier of such goods or services. The Purchasers shall indemnify and keep the relevant Seller (for itself or on behalf of such other Group Company) and relevant Insolvency Officers and each of them fully indemnified against any Losses arising as a result of any of the Purchasers’ failure to comply with the terms of this Clause 10.2.

10.3Pre-Completion liabilities

For the avoidance of doubt, except as expressly provided otherwise in this Agreement and without prejudice to Clause 6.5:

10.3.1each of the Japan Sellers shall continue to be responsible for (and the Purchasers shall have no obligation to discharge any liability in respect of) all debts payable by it, and all claims and liabilities (including contingent claims and liabilities) outstanding against it, or any of its assets, as at Japan Completion; and

10.3.2each of the General Sellers shall continue to be responsible for (and the Purchasers shall have no obligation to discharge any liability in respect of) all debts payable by it, and all claims and liabilities (including contingent claims and liabilities) outstanding against it, or any of its assets, as at General Completion.

10.4Post-Completion liabilities

For the avoidance of doubt, the Purchasers shall pay, satisfy and discharge all debts and liabilities in respect of the:

10.4.1Japan Sale Assets and Japan Transferred Employees incurred on and after Japan Completion; and

10.4.2General Sale Assets and General Transferred Employees incurred on and after General Completion,

and shall in each case indemnify the Sellers and Insolvency Officers (where applicable) from and against all claims and liabilities in respect thereof.

11Retained Records

11.1Ownership and maintenance of Retained Records

11.1.1The Purchasers agree and acknowledge that:

(i)other than the Transferred Sale Assets Records, all records of the Lehman Brothers International Group (including without limitation the Retained

23

Records) shall remain the property of the relevant members of the Lehman Brothers International Group;

(ii)due to their nature and form, the Retained Records may either be comprised within the Sale Assets or are only accessible through use of the Sale Assets; and

(iii)after Japan Completion or General Completion (as the case may be), the Purchasers or other members of the Purchaser Group may come into possession of the Retained Records or the relevant Sale Assets within which the Retained Records are contained or through which the Retained Records must be accessed.

11.1.2Subject to Clause 11.3, in respect of the Retained Records that come into the Purchasers’ (or other members of the Purchaser Group’s) possession either on or following Japan Completion or General Completion (as the case may be), each of the relevant Purchasers shall:

(i)hold the Retained Records as custodian for and on behalf of the relevant Sellers and relevant Insolvency Officers (where applicable);

(ii)not have title to or further right of possession in respect of, or exercise any lien over, any of the Retained Records;

(iii)other than in respect of the Transferred Employees Records, not have the right to view, access, use, disseminate, copy or otherwise deal with any of the Retained Records, whether for business or otherwise;

(iv)so far as is practicable, not manipulate, tamper, corrupt or otherwise alter any historical customer, financial, business or trading information or data;

(v)not hold itself out as the owner of any of the Retained Records;

(vi)not sell or offer for sale, any of the Retained Records;

(vii)at its own expense, store, maintain and backup the Retained Records;

(viii)comply with all obligations in relation to Chinese walls, information barriers, any obligation of confidentiality, data and privacy protection and any applicable legal or regulatory obligations and constraints that may apply in respect of the Retained Records and keep the Retained Records separate from the Purchasers’ records or the records of any other member of the Purchaser Group;

(ix)comply with any directions or instructions of the Sellers and the Insolvency Officers (where applicable) from time to time in respect of the maintenance, access, storage, removal, deletion, transfer, copying or other dealings in respect of the Retained Records (to the extent necessary and without causing any Losses to any Purchaser); and

(x)procure other members of the Purchaser Group to comply with the provisions of Clause 11.1.2 above.

11.1.3In respect of the Transferred Employees Records, the Purchasers shall:

(i)not have title to or further right of possession in respect of any of the Transferred Employees Records; and

24

(ii)have the right to view, access, use and make copies of the Transferred Employees Records.

11.1.4Except as expressly provided in this Agreement, the fact that any assets are Retained Records shall not entitle the Purchasers to any compensation, damages or reduction in or repayment of the relevant Purchase Price paid or payable or entitle the Purchasers to rescind this Agreement, all rights to which are hereby expressly waived and released by the Purchasers.

11.1.5Subject to compliance with any data privacy or data protection, banking secrecy, client confidentiality, obligations of confidence, or any other applicable laws, regulations, rules or practice, or their respective legal or fiduciary duties, and subject (where relevant) to obtaining the requisite client consent, the Insolvency Officers and the Sellers will make available any Retained Records which are reasonably requested in writing by the Purchasers for a proper purpose. The Purchasers shall indemnify and keep the relevant Insolvency Officer(s) and/or Sellers (each for itself and on behalf of any other Group Company) and each of them fully indemnified against any Losses arising out of the use by the Purchasers (or any other member of the Purchaser Group and their respective directors, officers, employees or agents) of any such Retained Records.

11.2Access to Retained Records

11.2.1Subject to the terms and conditions set forth in this Clause 11.2, the Purchasers shall, with effect from Japan Completion or General Completion (as the case may be) and continuing for a period of 12 months thereafter, provide or procure the provision of the following services to the Insolvency Officers and the Japan Sellers (“Services”):

(i)access to and use of a reasonable extent of the office premises acquired or occupied by any of the Purchasers pursuant to the transactions contemplated in this Agreement which the relevant Sellers were occupying and using before Japan Completion or General Completion (as the case may be) (the specifics of which access and use shall be agreed by NHI and each Insolvency Officer as the case may be, as soon as reasonably practicable after Japan Completion or General Completion (as the case may be));

(ii)access to and use (including the right to make copies) of the Retained Records (including the Transferred Sale Assets Records but excluding the Transferred Employees Records) that relate or belong to any of the Sellers, the Business and/or any other business of the Lehman Brothers International Group, in so far as they are in the Purchasers’ possession, at the time of the request for access and howsoever they are held; and

(iii)the services of (part of) the Transferred Employees who are in the employ of a Purchaser or another member of the Purchaser Group at the time of the request for services, in so far as may be reasonably required:

(a)so that the Insolvency Officers and the debtors-in-possession of the Japan Sellers are and will be able to discharge their duties as Insolvency Officers or debtors-in-possession of the Japan Sellers in respect of each of the relevant Insolvent Companies and other

25

entities in the Lehman Brothers International Group that may become insolvent, and

(b)in respect of any Group Company, otherwise for the purpose of preserving the value of the assets of each of the Group Companies  or liquidating any Group Company (the specifics of which services shall be agreed by NHI, the Insolvency Officers and the debtors-in-possession of the Japan Rehabilitation Company).

For the purpose of this Clause 11.2, “reasonable” shall mean reasonable in light of the Insolvency Officers’ and debtors-in-possession of the Japan Sellers respective obligations to discharge their statutory and other duties as Insolvency Officers and debtors-in-possession of the Japan Sellers. For avoidance of doubt, the Transferred Employees shall, subject to Clause 8.1 and Schedule 5, at all times remain under the control of and employees of, the Purchasers.

11.3Each of the Insolvency Officers, debtors-in-possession of the Japan Sellers and the Purchasers shall cooperate with one another and use its good faith and commercially reasonable efforts to effect the efficient and timely provision and receipt of such Service.

11.4The Insolvency Officers and debtors-in-possession of the Japan Sellers shall, in receiving the benefit of the Services, comply with and procure that their respective representatives comply with all security, health and safety and other site requirements applicable to the premises in which the Services are provided.

11.5So far as necessary, within 2 months from Japan Completion, the parties shall use their reasonable efforts to enter into one or more transitional services agreements in order to accurately and comprehensively define the Services to be provided under this Agreement by the Purchasers to the Insolvency Officers.

11.6The Purchasers shall provide or procure the provision of, and the Insolvency Officers and debtors-in-possession of the Japan Sellers shall accept, the Services in a manner and to such an extent as would not breach any obligation of confidence, privacy or data protection law or any other applicable law or regulation.

11.7Data Protection

From Japan Completion or General Completion (as the case may be), each Purchaser shall use reasonable endeavours to do all things necessary to ensure that the transfer to it of any data forming part of the relevant Sale Assets or the relevant Transferred Sale Assets Records is in all material respects in compliance with all applicable data protection and privacy laws and such other regulatory obligations and constrains that may be applicable. If such compliance requires the alteration of any registration, the giving of any notice or the obtaining of any consent (of a data subject or otherwise) by any of the Sellers or Insolvency Officers, then the relevant Sellers or relevant Insolvency Officers (as the case may be) shall, at the relevant Purchaser’s request and expense, use reasonable endeavours to procure that such steps are taken.

26

12Warranties

12.1Sellers’ Warranties

Each Seller warrants to the relevant Purchasers as at the date of this Agreement that:

12.1.1it is validly existing and is a company duly incorporated under the law of its jurisdiction of incorporation;

12.1.2it has the legal right and full power and authority to enter into and (subject to any approvals required pursuant to Clause 4.1) perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement;

12.1.3the documents referred to in Clause 12.1.2 will, when executed, constitute valid and binding obligations on it in accordance with their respective terms; and

12.1.4it (other than an Insolvent Company) has taken or will have taken by Japan Completion or General Completion (as the case may be) (in which the sale of its Sale Assets or transfer of its Transferred Employees is to be completed) all corporate action required by it to authorise it to enter into and to perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement.

12.2Purchasers’ Warranties

NHI (for and on behalf of the Purchasers) warrants and represents to the Sellers and the Insolvency Officers as at the date of this Agreement that:

12.2.1each Purchaser is validly existing and is a company duly incorporated under the law of its jurisdiction of incorporation and has full power to conduct its business as conducted at the date of this Agreement;

12.2.2each Purchaser has the legal right and full power and authority to enter into and subject to any approvals required pursuant to Clause 4.1 perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement;

12.2.3NHI has the full power and authority to enter into (subject to any approvals required pursuant to Clause 4.1) and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement, for and on behalf of the Purchasers;

12.2.4the documents referred to in Clause 12.2.2 will, when executed, constitute valid and binding obligations on the relevant Purchaser, in accordance with their respective terms; and

12.2.5NHI:

(i)has and at Japan Completion will have sufficient internal funds available to pay the Japan Purchase Price and any expenses incurred by it and/or the other Purchasers in connection with the transactions contemplated by this Agreement (insofar as they relate to Japan Completion);

(ii)has and at General Completion will have sufficient internal funds available to pay the General Purchase Price and any expenses incurred by it and/or

27

the other Purchasers in connection with the transactions contemplated by this Agreement;

(iii)has and at each of Japan Completion and General Completion will have the resources and capabilities (financial or otherwise) to perform its and/or the other Purchasers’ relevant obligations hereunder; and

(iv)no other Purchaser has incurred any obligation, commitment, restriction or Losses of any kind which would impair or adversely affect such resources and capabilities.

13Exclusions

13.1Exclusion of warranties

All representations, warranties, conditions, guarantees and stipulations, express or implied, statutory, customary or otherwise in respect of the Sale Assets or the Transferred Employees or any of the rights, title and interests transferred or agreed to be transferred pursuant to this Agreement are expressly excluded (including without limitation warranties, conditions as to title, rights to dispose, quiet possession, freedom from encumbrances, merchantable or satisfactory quality, fitness for purpose and description). Except as expressly set out in this Agreement any lists contained in any Schedule, Exhibit or annex are for guidance only and are not exhaustive or complete lists of the items in question and shall not constitute any warranty in respect of the ownership or interest of any Seller or Insolvency Officer in the listed items or otherwise.

13.2Condition of Sale Assets

The Sale Assets are sold in their condition and locations at Japan Completion or General Completion (as the case may be) and subject to all faults, liens, executions, distraints, encumbrances and claims of third parties, of which the expense of discharging shall be met by the Purchasers.  The Sellers shall provide the Purchasers with such information or assistance as is reasonably necessary to enable the Purchasers to obtain the necessary discharges. Unless otherwise required by law (and then only to that extent), none of the Sellers and the Insolvency Officers shall be liable for any Losses or damage of any kind whatever, consequential or otherwise, arising out of, or due to, or caused by any defects or deficiencies in any of the Sale Assets.

13.3Purchasers’ acknowledgement

13.3.1The Purchasers agree that the terms and conditions of this Agreement and all documents entered into pursuant to this Agreement and the exclusions and limitations contained in them respectively are fair and reasonable having regard to the following:

(i)that the sale of the Sale Assets and the transfer of the Transferred Employees and the Transferred Sale Assets Records include sale and transfer by the Insolvent Companies in circumstances where it is usual that no representations and warranties can be given by or on behalf of the Insolvent Companies, the Insolvency Officers or those Sellers that are debtors-in-possession;

(ii)that the Purchasers have relied solely upon their own opinions and those of their representatives and/or professional advisors concerning the Sale

28

Assets and Transferred Sale Assets Records; their quality, condition, description, fitness and/or suitability for any purpose, the possibility that some or all of them may have defects not apparent on inspection and examination, and the use they intend or propose to put them to;

(iii)that the Purchasers have relied solely upon their own opinions and those of their professional advisors concerning the Transferred Employees;

(iv)that the Purchasers have agreed to purchase the Sale Assets for a consideration which takes into account the risks to the Purchasers represented by the parties’ belief that the said exclusions and limitations are or would be recognised by the courts;

(v)that the Purchasers, their representatives and advisers have been given an opportunity to obtain information from the Sellers and/or Insolvency Officers (where applicable) relating to the Sale Assets and Transferred Sale Assets Records; and

(vi)that the Purchasers, their representatives and advisers have been given an opportunity to obtain information from the Sellers and/or Insolvency Officers (where applicable) relating to the Transferred Employees.

13.3.2The Purchasers acknowledge that whenever and wherever in this Agreement they have agreed to indemnify any Insolvency Officers or the debtors-in-possession of the Japan Sellers, they shall also indemnify any firm, partner, employee, agent, adviser or representative of such person (in their capacity as such with respect to the Insolvency Officers’ duties to the Insolvent Companies) to the same extent and in the same regard.

13.4No rescission

The Purchasers acknowledge that if the Sellers do not have title or unencumbered title to any or all of the Sale Assets, if any Lease cannot be transferred to the Relevant Purchasers for any reason whatsoever or if the Purchasers cannot exercise any right conferred or purported to be conferred on them by this Agreement, this shall not be a ground or grounds for rescinding, avoiding or varying any or all of the provisions of this Agreement, or for any reduction or repayment of any part of the Purchase Price paid or payable.

14Confidentiality

14.1Announcements

No announcement or circular in connection with the existence or the subject matter of this Agreement shall at any time be made or issued by or on behalf of any party without the prior written approval of all the Sellers, the Insolvency Officers and NHI. This shall not affect any announcement or circular required by current insolvency practice, law or any regulatory body or the rules of any recognised stock exchange, or as required to enable the Insolvency Officers or the debtors-in-possession of the Japan Rehabilitation Company to properly carry out the duties of their office, but the party with an obligation to make an announcement or issue a circular shall consult with the other parties (NHI (for and on behalf of the Purchasers (where applicable)) insofar as is reasonably practical before complying with any such obligation.

29

14.2Confidentiality

14.2.1The parties acknowledge that any confidentiality agreement or undertaking between them in respect of the transactions contemplated by this Agreement, including the Non-Disclosure Agreement, shall cease to have any force or effect from the date of this Agreement.

14.2.2Subject to Clauses 14.1 and 14.2.3:

(i)each of the parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

(a)the existence and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement;

(b)the negotiations relating to this Agreement (and any such other agreements); or

(c)any contract entered into pursuant to Clause 8.1 and Schedule 5;

(ii)the Sellers and Insolvency Officers shall treat as strictly confidential and not disclose or use any information relating to the relevant Sale Assets and the relevant Transferred Employees following Japan Completion or General Completion (as the case may be) and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser;

(iii)the Purchasers shall treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of the Sellers or Insolvency Officers.

14.2.3Clause 14.2.2 shall not prohibit disclosure or use of any information if and to the extent:

(i)the disclosure or use is required by current insolvency practice or to enable the Insolvency Officers or the debtors-in-possession of the Japan Rehabilitation Company to properly carry out the duties of their office;

(ii)the disclosure or use is made by the Insolvency Officers or the debtors-in-possession of the Japan Rehabilitation Company to any subsequent supervisor, liquidator or other officeholder of an Insolvent Company;

(iii)the disclosure or use is required by law, any regulatory body or any recognised stock exchange;

(iv)the disclosure or use is required to vest the full benefit of this Agreement in any of the parties or is required in order for the parties to perform their obligations pursuant to this Agreement;

(v)the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a taxation authority in connection with the taxation affairs of the disclosing party;

30

(vi)the disclosure is made to professional advisers of any of the parties on terms that such professional advisers undertake to comply with the provisions of Clause 14.2.2 in respect of such information as if they were a party to this Agreement;

(vii)the information is or becomes publicly available (other than by breach of any confidentiality agreement or of this Agreement);

(viii)the Sellers, Insolvency Officers and NHI have given prior written approval to the disclosure or use; or

(ix)the information is independently developed after Japan Completion or General Completion (as the case may be).

15Liability of Insolvency Officers

15.1The HK Insolvency Officers have entered into and signed this Agreement as agents for and on behalf of the HK Insolvent Companies in their capacity as provisional liquidators. In their capacity as provisional liquidators, none of the HK Insolvency Officers, their firm, partners, employees, agents, advisers and representatives shall incur any personal liability whatever in respect of any of the obligations undertaken by any of the HK Insolvent Companies; or in respect of any failure on the part of any of the HK Insolvent Companies to observe, perform or comply with any such obligations; or under or in relation to any associated arrangements or negotiations; or under any document or assurance made pursuant to this Agreement. In their capacity as provisional liquidators, the HK Insolvency Officers are party to this Agreement in their personal capacity only for the purpose of receiving the benefit of all limitations, exclusions, undertakings, covenants and indemnities in their favour contained in this Agreement.

15.2The Singapore Insolvency Officers have entered into and signed this Agreement as agents for and on behalf of the Singapore Insolvent Company in their capacity as provisional liquidators. In their capacity as provisional liquidators, none of the Singapore Insolvency Officers, their firm, partners, employees, agents, advisers and representatives shall incur any personal liability whatever in respect of any of the obligations undertaken by any of the Singapore Insolvent Company; or in respect of any failure on the part of any of the Singapore Insolvent Company to observe, perform or comply with any such obligations; or under or in relation to any associated arrangements or negotiations; or under any document or assurance made pursuant to this Agreement. In their capacity as provisional liquidators, the Singapore Insolvency Officers are party to this Agreement in their personal capacity only for the purpose of receiving the benefit of all limitations, exclusions, undertakings, covenants and indemnities in their favour contained in this Agreement.

15.3The Australia Insolvency Officers have entered into and signed this Agreement as agents for and on behalf of the Australia Insolvent Companies in their capacity as administrators. In their capacity as administrators, none of the Australia Insolvency Officers, their firm, partners, employees, agents, advisers and representatives shall incur any personal liability whatever in respect of any of the obligations undertaken by any of the Australia Insolvent Companies; or in respect of any failure on the part of any of the Australia Insolvent Companies to observe, perform or comply with any such obligations; or under or in relation

31

to any associated arrangements or negotiations; or under any document or assurance made pursuant to this Agreement. In their capacity as administrators, the Australia Insolvency Officers are party to this Agreement in their personal capacity only for the purpose of receiving the benefit of all limitations, exclusions, undertakings, covenants and indemnities in their favour contained in this Agreement.

16Other Provisions

16.1Further Assurances

Subject to the terms of this Agreement and, in relation to any Insolvent Company or Seller that has become insolvent, any court approval that may be required or considered desirable, and following Japan Completion or General Completion (as the case may be): (i) the Sellers shall (at the Purchasers’ expense) execute and deliver (or procure the execution and delivery of) such documents, and do such things, as may reasonably be required by NHI to vest in the Purchasers the whole of the title to the Sale Assets; and (ii) each party shall from time to time execute and deliver (or procure the execution and delivery of) such documents, and do such things, as any other party may reasonably require to give that party the full benefit of this Agreement.

16.2Whole Agreement

16.2.1This Agreement contains the whole agreement between the parties relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.

16.2.2The Purchasers acknowledge that they have not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it.

16.2.3So far as is permitted by law and except in the case of fraud, each of the parties agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).

16.2.4In Clauses 16.2.1 to 16.2.3, “this Agreement” includes the Non-Disclosure Agreement and all documents entered into pursuant to this Agreement.

16.3Reasonableness

Each of the parties confirms that it has received independent legal advice relating to all the matters provided for in this Agreement, including the terms of Clause 16.2, and agrees that the provisions of this Agreement and all documents entered into pursuant to this Agreement are fair and reasonable.

16.4No Assignment

16.4.1Except as otherwise expressly provided in this Agreement and this Clause 16.4, no party may without the prior written consent of the Insolvency Officers, the Sellers

32

and NHI, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.

16.4.2Except as otherwise expressly provided in this Agreement, a party may, without the consent of any other party, assign to a subsidiary the benefit of the whole or any part of this Agreement provided however that such assignment shall not be absolute but shall be expressed to have effect only for so long as the assignee remains a subsidiary of the party concerned.

16.4.3The Insolvency Officers may in their absolute discretion assign the benefit of Clause 11 to any person, other than the Purchasers, who acquires any asset, right or interest in the Lehman Brothers International Group.

16.5UK: Third Party Rights

16.5.1A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under this Agreement, except to the extent set out in this Clause 16.5.

16.5.2Each of Linklaters, NM Rothschild & Sons Limited and KPMG Hong Kong may separately enforce and rely on the provisions of Clauses 16.8.2 and 16.8.3 to the same extent as if it were a party to this Agreement.

16.5.3Any Insolvency Officers appointed in respect of any Group Company after the date of this Agreement may enforce and rely on the provisions of this Agreement to the same extent as if they were a party to this Agreement.

16.6Variation

No variation of this Agreement shall be effective unless in writing and signed by Insolvency Officers, the Sellers and NHI.

16.7Time of the Essence

Time shall be of the essence of this Agreement both as regards any dates and periods mentioned and as regards any dates and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

16.8Costs

16.8.1Subject to Clause 16.8.2, each party shall bear its own costs in connection with the preparation, negotiation, entry and performance of this Agreement.

16.8.2On Japan Completion, General Completion or termination of this Agreement, whichever is earliest, the Purchasers shall (as referred to in paragraph 1.2.2 of Part A of Schedule 4), pay the Advisor Fees in respect of the transaction expenses of the HK Insolvency Officers’ and their professional advisers, in connection with the preparation, negotiation, entry and performance of this Agreement.

16.8.3The Advisor Fees shall be paid by telegraphic transfer on or by the date due for payment, in the amounts and in favour of the relevant recipients set out below and to the bank accounts of the relevant recipients (as notified in writing by the relevant recipients to NHI) in immediately available funds for same day value:

33

(i)	Recipient:	NM Rothschild & Sons Limited
(ii)	Amount:	US$[***]
(iii)	Recipient:	Linklaters
(iv)	Amount:	US$[***]
(i)	Recipient:	KPMG Hong Kong
(ii)	Amount:	US$[***]

16.9Notarial Fees, Registration, Stamp and Transfer Taxes and Duties

The Purchasers shall bear the cost of all notarial fees and all registration, stamp and transfer taxes (including consumption tax, value added tax and goods and services tax) and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the transactions contemplated by this Agreement. The Purchasers shall be responsible for arranging the payment of all such fees, taxes (including consumption tax, value added tax and goods and services tax) and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with the payment of such taxes and duties. The Purchasers shall indemnify the other parties and any other member of each of their respective groups against any Losses suffered by such party or member of such party’s group as a result of the Purchasers failing to comply with their obligations under this Clause 16.9.

16.10Interest

If any party defaults in the payment when due of any sum payable under this Agreement (howsoever determined) the liability of that party shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment) at a rate per annum of 2 per cent. above the base lending rate from time to time of HSBC plc. Such interest shall accrue from day to day.

16.11Notices

16.11.1Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

(i)in writing in English;

(ii)delivered by hand, fax, registered post or by courier using an internationally recognised courier company.

16.11.2A Notice to a Seller shall be sent to the Seller at the address set out against its  respective name in Schedule 1 and shall be addressed to its Directors.

16.11.3A Notice to the Japan Sellers shall be sent to such party at the following address, or such other person or address as the Japan Sellers may notify to the Insolvency Officers, the other Sellers and NHI from time to time:

34

Oh-ebashi LPC & Partners
2F Kishimoto Building 2-2-1, Marunouchi, Chiyoda-ku

Tokyo, 100-005

Japan

Fax:	+813 5224 5565
Attention:	Nobutaka Tanaka

16.11.4A Notice to the HK Insolvency Officers shall be sent to such party at the following address, or such other person or address as the HK Insolvency Officers may notify to the Singapore Insolvency Officers, Australia Insolvency Officers, the Sellers and NHI from time to time:

KPMG
8^th Floor,  Princes Building
16-20 Chater Road,

Central, Hong Kong

Fax:	+852 2869 7357
Attention:	Patrick Cowley

16.11.5A Notice to the Singapore Insolvency Officers shall be sent to such party at the following address, or such other person or address as the Singapore Insolvency Officers may notify to the HK Insolvency Officers, Australia Insolvency Officers, the Sellers and NHI from time to time:

KPMG
16 Raffles Quay, #22-00
Singapore

Fax:	+65 6225 0984
Attention:	Peter Chay Fook Yuen

16.11.6A Notice to the Australia Insolvency Officers shall be sent to such party at the following address, or such other person or address as the Australia Insolvency Officers may notify to the HK Insolvency Officers, Singapore Insolvency Officers, the Sellers and NHI from time to time:

PPB

Level 46

MLC, 19 Martin Place

Sydney NSW 2000

Australia

Fax:	+ 61 2 81163111
Attention:	Neil Geoffrey Singleton and Tony Sims

16.11.7A Notice to a Purchaser shall be sent to NHI at the following address, or such other person or address as NHI may notify to the Insolvency Officers and the Sellers from time to time:

Nomura International plc
Nomura House

35

1 St Martin’s-le-Grand
London EC1A 4NP

Tel: (44 20) 7521 2000
Fax: (44 20) 7521 2121

Attention: General Counsel and Company Secretary

16.11.8A Notice shall be effective upon receipt and shall be deemed to have been received:

(i)at the time of delivery, if delivered by hand, registered post or courier;

(ii)at the time of transmission in legible form, if delivered by fax.

16.12Invalidity

16.12.1If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

16.12.2To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 16.12.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 16.12.1, not be affected.

16.13Counterparts

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart.

16.14Governing Law and Submission to Jurisdiction

16.14.1This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

16.14.2Each of the parties irrevocably agrees that the courts of England are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and the documents to be entered into pursuant to it and that accordingly any proceedings arising out of or in connection with this Agreement and the documents to be entered into pursuant to it shall be brought in such courts. Each of the parties irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

16.15Appointment of Process Agent

16.15.1The HK Insolvency Officers hereby irrevocably appoint Hackwood Secretaries Limited of One Silk Street, London EC2Y 8HQ as their agent to accept service of process in England in any legal action or proceedings arising out of this

36

Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the HK Insolvency Officers.

16.15.2The HK Insolvency Officers agree to inform the other parties in writing of any change of address of such process agent within 28 days of such change.

16.15.3If such process agent ceases to be able to act as such or to have an address in England, the HK Insolvency Officers irrevocably agree to appoint a new process agent in England acceptable to the other parties and to deliver to the other parties within 14 days a copy of a written acceptance of appointment by the process agent.

16.15.4The Australia Insolvency Officers hereby irrevocably appoint Louise Verrill of Brown Rudnick, 8 Clifford Street, London W1S 2LQ, United Kingdom as their agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Australia Insolvency Officers.

16.15.5The Australia Insolvency Officers agree to inform the other parties in writing of any change of address of such process agent within 28 days of such change.

16.15.6If such process agent ceases to be able to act as such or to have an address in England, the Australia Insolvency Officers irrevocably agree to appoint a new process agent in England acceptable to the other parties and to deliver to the other parties within 14 days a copy of a written acceptance of appointment by the process agent.

16.15.7The Singapore Insolvency Officers hereby irrevocably appoint Hackwood Secretaries Limited of One Silk Street, London EC2Y 8HQ as their agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Singapore Insolvency Officers.

16.15.8The Singapore Insolvency Officers agree to inform the other parties in writing of any change of address of such process agent within 28 days of such change.

16.15.9If such process agent ceases to be able to act as such or to have an address in England, the Singapore Insolvency Officers irrevocably agree to appoint a new process agent in England acceptable to the other parties and to deliver to the other parties within 14 days a copy of a written acceptance of appointment by the process agent.

16.15.10NHI hereby for and on behalf of the Purchasers irrevocably appoints Nomura International plc of Nomura House, 1 St Martin’s-le-Grand, London EC1A 4NP as agent to accept service of process for and on behalf of the Purchasers in England  in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by NHI (for and on behalf of the Purchasers).

16.15.11NHI (for and on behalf of the Purchasers) agrees to inform the other parties in writing of any change of address of such process agent within 28 days of such change.

16.15.12If such process agent ceases to be able to act as such or to have an address in England, NHI irrevocably agrees for and on behalf of the Purchasers to appoint a new process agent in England for and on behalf of the Purchasers acceptable to

37

the other parties and to deliver to the other parties within 14 days a copy of a written acceptance of appointment by the process agent.

16.15.13Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

In witness whereof this Agreement has been duly executed.

38

SIGNED by EDWARD MIDDLETON	/s/ Edward Middleton
as joint and several provisional liquidators, without personal liability, for and on behalf of Lehman Brothers Asia Limited (Provisional Liquidators Appointed):
SIGNED BY EDWARD MIDDLETON	/s/ Edward Middleton
as joint and several provisional liquidators of Lehman Brothers Asia Limited (Provisional Liquidators Appointed), without personal liability:
SIGNED by PATRICK COWLEY	/s/ Patrick Cowley
as joint and several provisional liquidators, without personal liability, for and on behalf of Lehman Brothers Asia Holdings Limited (Provisional Liquidators Appointed):
SIGNED BY PATRICK COWLEY	/s/ Patrick Cowley
as joint and several provisional liquidators of Lehman Brothers Asia Holdings Limited (Provisional Liquidators Appointed), without personal liability:
SIGNED by PAUL BROUGH	/s/ Paul Brough
as joint and several provisional liquidators, without personal liability, for and on behalf of Lehman Brothers Securities Asia Limited (Provisional Liquidators Appointed):
SIGNED BY PAUL BROUGH	/s/ Paul Brough
as joint and several provisional liquidators of Lehman Brothers Securities Asia Limited (Provisional Liquidators Appointed), without personal liability:

39

SIGNED by JASJIT BHATTAL	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Japan Inc.:
SIGNED by JASJIT BHATTAL	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Finance (Japan) Inc.:
SIGNED by JASJIT BHATTAL	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Real Estate Limited:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Securities Private Limited:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Fixed Income Securities Private Limited:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Advisers Private Limited:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Capital Private Limited:

40

SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers (Thailand) Limited:
SIGNED by	/s/ Neil Geoffrey Singleton
as joint and several administrators, without personal liability, for and on behalf of Lehman Brothers Australia Holdings Pty Ltd. (Administrators Appointed):
SIGNED BY	/s/ Stephen James Parbery
as joint and several administrators of Lehman Brothers Australia Holdings Pty Ltd. (Administrators Appointed), without personal liability:
SIGNED by	/s/ Neil Geoffrey Singleton
as joint and several administrators, without personal liability, for and on behalf of Lehman Brothers Australia Ltd. (Administrators Appointed):
SIGNED BY	/s/ Stephen James Parbery
as joint and several administrators of Lehman Brothers Australia Ltd. (Administrators Appointed), without personal liability:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Investment Consulting (Shanghai) Co. Ltd:

41

SIGNED by EDWARD MIDDLETON	/s/ Edward Middleton
on behalf of Lehman Brothers Asia
Limited Shanghai Rep Office:	/s/ Jasjit Bhattal
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Securities Taiwan Limited:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Taiwan Limited:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Commodities Pte Limited:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Singapore Pte Limited:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Investments Pte Limited:

42

SIGNED by BOB YAP CHENG CHEE,	/s/ Bob Yap Cheng Chee
PETER CHAY FOOK YUEN & TAY
PUAY CHENG	/s/ Peter Chay Fook Yuen
as joint and several provisional
liquidators, without personal liability, for	/s/ Tay Puay Cheng
and on behalf of Lehman Brothers Finance Asia Pte Ltd (Provisional Liquidators Appointed):
SIGNED BY as joint and several provisional liquidators of Lehman Brothers Finance Asia Pte Ltd (Provisional Liquidators Appointed), without personal liability:
SIGNED by	/s/ Jasjit Bhattal
on behalf of Lehman Brothers Services India Private Limited:
SIGNED by	/s/ Takumi Shibata
on behalf of Nomura Holdings Inc.:
SIGNED by	/s/ Takumi Shibata
on behalf of Nomura Securities Co. Ltd.:

43

Schedule 1 - Details of the Sellers

1.Lehman Brothers Asia Limited (Provisional Liquidators Appointed), a company incorporated in Hong Kong whose registered office is at Unit 1907-9, 1913-5 of 19/F, 2201, 2210-7 of 22/F, 25-26/F, 2706-2714 of 27/F, Two International Finance Center, 8 Finance Street, Central, Hong Kong;

2.Lehman Brothers Asia Holdings Limited (Provisional Liquidators Appointed), a company incorporated in Hong Kong whose registered office is at Unit 1907-9, 1913-5 of 19/F, 2201, 2210-7 of 22/F, 25-26/F, 2706-2714 of 27/F, Two International Finance Center, 8 Finance Street, Central, Hong Kong;

3.Lehman Brothers Securities Asia Limited (Provisional Liquidators Appointed), a company incorporated in Hong Kong whose registered office is at Unit 1907-9, 1913-5 of 19/F, 2201, 2210-7 of 22/F, 25-26/F, 2706-2714 of 27/F, Two International Finance Center, 8 Finance Street, Central, Hong Kong;

4.Lehman Brothers Japan Inc., a company incorporated in Japan whose registered office is at 6-10-1 Roppongi Minato-ku, Tokyo Japan, (as debtors-in-possession of Lehman Brothers Japan Inc. under the Civil Rehabilitation Procedure, and having filed voluntary petitions for relief under Article 21 of Civil Rehabilitation Law on September 16 2008 in Tokyo District Court);

5.Lehman Brothers Finance (Japan) Inc., a company incorporated in Delaware, United States of America whose Tokyo Branch is at Roppongi Hills 31F, 6-10-1 Roppongi Minato-ku, Tokyo Japan;

6.Lehman Brothers Real Estate Limited, a company incorporated in Japan whose registered office is at Roppongi Hills Mori Tower, 6-10-1 Roppongi Minato-ku, Tokyo, Japan;

7.Lehman Brothers Securities Private Limited, a company incorporated in India whose registered office is at 11th Floor, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai 400018, India;

8.Lehman Brothers Fixed Income Securities Private Limited, a company incorporated in India whose registered office is at 11th floor, Ceejay House, Shiv Sagar Estate, Dr Annie Besant Road, Worli, Mumbai 400 018;

9.Lehman Brothers Advisers Private Limited, a company incorporated in India whose registered office is at 11th floor, Ceejay House, Shiv Sagar Estate, Dr Annie Besant Road, Worli, Mumbai 400 018;

10.Lehman Brothers Capital Private Limited, a company incorporated in India whose registered office is at 11th floor, Ceejay House, Shiv Sagar Estate, Dr Annie Besant Road, Worli, Mumbai 400 018;

11.Lehman Brothers (Thailand) Limited, a company incorporated in Thailand whose registered office is at 990 Abdulrahim Place Unit 2601, 26th Floor, Rama IV Road, Kwaeng Silom, Khet Bangrak, Bangkok 10500, Thailand;

12.Lehman Brothers Australia Holdings Pty Ltd. (Administrators Appointed), a company incorporated in Victoria, Australia whose registered office is at Level 29, 530 Collins Street, Melbourne, VIC 3000, Australia;

44

13.Lehman Brothers Australia Ltd (Administrators Appointed), a company incorporated in New South Wales, Australia whose registered office is at Level 25, Governor Phillip Tower, 1 Farrer Place, SYDNEY, NSW 2000, Australia;

14.Lehman Brothers Investment Consulting (Shanghai) Co. Ltd, a company incorporated in the People’s Republic of China whose registered office is at Unit 3551, 35/F Citic Square, 1168 Nanjing Road West, Shanghai, China;

15.Lehman Brothers Asia Limited Shanghai Rep Office, a representative office of Lehman Brothers Asia Limited, a company incorporated in Hong Kong whose registered office is at Unit 1907-9, 1913-5 of 19/F, 2201, 2210-7 of 22/F, 25-26/F, 2706-2714 of 27/F, Two International Finance Center, 8 Finance Street, Central, Hong Kong;

16.Lehman Brothers Securities Taiwan Limited, a company incorporated in Taiwan whose registered office is at 12th Floor, No. 7, Sungren Road, Shin-Yi District, Taipei, Taiwan;

17.Lehman Brothers Taiwan Limited, a company incorporated in Taiwan whose registered office is at 12th Floor, No. 7, Sungren Road, Shin-Yi District, Taipei, Taiwan;

18.Lehman Brothers Commodities Pte Limited, a company incorporated in Singapore whose registered office is at 5 Temasek Boulevard, #11-01 Suntec Tower Five, Singapore 038985;

19.Lehman Brothers Singapore Pte Limited, a company incorporated in Singapore whose registered office is at 5 Temasek Boulevard, #11-01 Suntec Tower Five, Singapore 038985;

20.Lehman Brothers Investments Pte Limited, a company incorporated in Singapore whose registered office is at 5 Temasek Boulevard, #11-01 Suntec Tower Five, Singapore 038985;

21.Lehman Brothers Finance Asia Pte Ltd (Provisional Liquidators Appointed), a company incorporated in Singapore whose registered office is at 5 Temasek Boulevard, #11-01 Suntec Tower Five, Singapore 038985; and

22.Lehman Brothers Services India Private Limited, a company incorporated in India whose registered office is at 10th Floor, Winchester, Hiranandani Business Park, Powai-Mumbai - 400 076, India.

45

Schedule 2 - Details of the Purchasers

1.Nomura Holdings Inc., a company incorporated in Japan, and whose registered office is at 1-9-1 Nihonbashi, Chuo-ku, Tokyo 103-8645, Japan.

2.Nomura Securities Co. Ltd., a company incorporated in Japan, and whose registered office is at 1-9-1 Nihonbashi, Chuo-ku, Tokyo 103-8011, Japan.

3.Such other subsidiaries or affiliated entities of NHI as may be nominated by NHI at least one Business Day before the relevant Completion.

46

Schedule 3 – Price Allocation

PART A

1.Japan Sale Assets Price

US$87,400,000

2.General Sale Assets Price

US$76,300,000

PART B

1.Japan Transfer Payment Amount

US$21,900,000

2.General Transfer Amount

US$25,800,000

47

Schedule 4 - Completion Deliverables

PART A- GENERAL

1Completion

1.1The Sellers’ Obligations

1.1.1On both Japan Completion and General Completion, the Sellers shall deliver or make available to NHI (for and on behalf of the Purchasers):

(i)copies of the requisite corporate approvals of the Sellers in respect of the authorisation and execution of this Agreement; and

(ii)duly executed conveyances, transfers or assignments of the relevant General Leasehold Premises or Japan Leasehold Premises (as the case may be), together with the relevant documents of title and the relevant Third Party Consents, except that this paragraph shall not apply in relation to any Consent Premises where the necessary Third Party Consent has not been obtained by Japan Completion or General Completion (as the case may be), in which case such properties shall be transferred in accordance with Schedule 6.

1.1.2On Japan Completion and General Completion, the Sellers shall:

(i)let the relevant Purchasers take possession of all those relevant Sale Assets to which title is capable of transfer by delivery, at their then current locations, at which time title shall pass to the relevant Purchaser; and

(ii)make all applicable Transferred Sale Assets Records available to NHI (for and on behalf of the Purchasers).

1.2The Purchasers’ Obligations

On Japan Completion and General Completion, NHI shall:

1.2.1make all payments due under Clauses 3 and 16.8.2; and

1.2.2make such arrangements as it sees fit for collecting any relevant Sale Assets, title to which passes by delivery.

1.3General Transfer Obligations

On Japan Completion and General Completion, the Sellers and the Purchasers shall execute and/or deliver all relevant transfer documents and take such steps as are required to transfer the relevant Sale Assets (other than the Leasehold Premises in respect of which the terms of Schedule 6 shall apply) and Transferred Employees.

48

PART B – JAPAN COMPLETION

In addition to the obligations to be satisfied under Part A, on Japan Completion:

1.1the Japan Rehabilitation Company shall provide copies of all approvals or consents from the Tokyo District Courts under the Civil Rehabilitation Procedure (or confirm that none is required);

1.2NHI shall provide copies of all approvals (including the approval of the Japan Fair Trade Commission), consents or clearances required under the Anti Monopoly Law of Japan (or confirm that, save as to any which has been provided, none is required); and

1.3NHI shall provide reasonably satisfactory evidence of the Purchasers paying or procuring the payment of the Advisor Fees (to the extent this has not already been done).

49

PART C – GENERAL COMPLETION

In addition to the obligations to be satisfied under Part A, on General Completion:

1.1NHI and/or the Sellers shall provide evidence of the acceptance by 70 per cent. or more in number of the Nominated Employees of the conditional binding offers of employment made by any of the Purchasers (or any of their affiliates) in accordance with Clause 8.1 and Schedule 5 (subject to NHI’s waiving this requirement in which case NHI shall provide evidence of such waiver);

1.2the Sellers’ Representative shall provide a certified true copy of the resolutions of the shareholders of each Singapore-incorporated Seller not subject to any provisional liquidation, liquidation or administration proceeding approving the disposition of the Sale Assets to be sold by such Singapore-incorporated Seller pursuant to section 160 of the Companies Act of Singapore, where such Singapore-incorporated Seller is disposing of any of its Sale Assets; and

1.3NHI shall provide evidence of the Purchasers paying or procuring the payment of the Advisor Fees (to the extent this has not already been done).

1.4The HK Insolvency Officers’ Obligations

On General Completion, the HK Insolvency Officers shall deliver or make available to the other parties (including NHI (for and on behalf of the Purchasers)):

1.4.1sealed copies of the court orders appointing the HK Insolvency Officers;

1.4.2sealed copies of the court orders approving the transactions contemplated by this Agreement; and

1.4.3copies of all approvals or consents required from the Hong Kong court (or confirm that none are required);

1.5The Singapore Insolvency Officers’ Obligations

On General Completion, the Singapore Insolvency Officers shall deliver or make available to the other parties (including NHI (for and on behalf of the Purchasers)) the written resolution of the board of directors of the Singapore Insolvency Company dated 23 September 2008 appointing the Singapore Insolvency Officers to act as its provisional liquidators.

1.6The Australia Insolvency Officers’ Obligations

On General Completion, the Australia Insolvency Officers shall deliver or make available to the other parties (including NHI (for and on behalf of the Purchasers)) the:

1.6.1resolutions of the boards of directors of the Australian Insolvent Companies each dated 26 September 2008;

1.6.2instruments of appointment appointing the Australian Insolvency Officers to act as joint and several administrators of the Australian Insolvent Companies; and

1.6.3in respect of Lehman Brothers Australia Ltd., a full release and discharge of the charges in favour of Australia and New Zealand Banking Group Limited and Citigroup Securities Clearing Australia Limited.

50

Schedule 5 – Transferred Employees

Part A

1Definitions

For the purposes of this Schedule 5:

“2008 Bonus” has the meaning given to it in paragraph 4.1.3 below;

“2009 Bonus” has the meaning given to it in paragraph 4.2 below;

“Additional Retention Fund” means an amount equal to [***] of the Bonus Pool plus any amount of the Bonus Pool not allocated and paid under paragraph 4.1.3 below;

“Asia Executive Committee” means [***], provided that no new member shall be appointed without the prior written consent of NHI;

“Bonus Pool” has the meaning given to it in paragraph 4.1.3 below;

“Continuing Transferred Employees” means those of the Relevant Transferred Employees who continue to be employed by a member of the Purchaser Group and who have not served a notice of termination of employment on the relevant payment or calculation date;

“Employee Benefits” means benefits and entitlements of employment (recognizing continuity of service and length of service), including without limitation salary, benefits, allowances, overtime, commission, incentives, other remuneration, tax, previously guaranteed bonuses, contractual bonus entitlements, pension contributions, healthcare benefits, payments in connection with wrongful or improper dismissal, health/disability/life insurance, club memberships, mortgage subsidies, loans, Expatriate Costs, holiday leave entitlement, school fee payments, social security contributions, tax equalization, out-of-pocket expenses, benefits relating to residential leases (including all rent, rental deposits and related expenses), the provision and maintenance of corporate cars and drivers, tax preparatory and advisory work, and any liabilities (including all applicable membership fees and administrative charges) (whether owing to the Transferred Employee by way of re-imbursement or to the provider of the corporate credit card) arising in respect of reimbursement of expenses properly incurred in connection with employment in the Business by any Transferred Employee on a corporate credit card or in cash, payable in accordance with applicable policies or on previously agreed contractual terms or obligations of the Lehman Brothers International Group which applied on 22 September 2008, including reimbursement where any such payment has already been made;

“Employee Liabilities” means the liabilities of the Sellers, the other members of the Lehman Brothers International Group and any other relevant employing entity to Employee Benefits arising in respect of the Transferred Employees;

“Expatriate Costs” means expatriate related costs (including transportation and shipping costs, costs of air travel, relocation costs, removal costs and other repatriation costs);

“Fiscal Year 2007” means the fiscal year of the Lehman Brothers International Group commencing on 1 December 2006 and ending on 30 November 2007;

51

“Fiscal Year 2008” means the fiscal year of the Lehman Brothers International Group commencing on 1 December 2007 and ending on 30 November 2008;

“Nominated Employees” means those of the Transferred Employees as are listed in Part C of Schedule 5;

“Relevant Employer” means the relevant Purchaser nominated by NHI to make the offers of employment to the relevant Transferred Employees pursuant to paragraph 2.1 below.

“Relevant Transferred Employees” means those of the Transferred Employees who accept their offers of employment from the Relevant Employer made pursuant to paragraph 2.1 below;

“Selected Employees” means those of the Transferred Employees as are listed in Part D of Schedule 5; and

“Severance Pay” means the relevant Employee Benefits to which a Transferred Employee would have been entitled on termination of employment under the contractual terms of employment and/or contractual and non-contractual employment policies of the Lehman Brothers International Group which applied on 22 September 2008.

2Transfer of employees

2.1As soon as practicable following the date of this Agreement, and in any event before Completion, the Relevant Employer(s) shall make, or shall procure the making of, offers of employment (conditional and subject to Japan Completion or General Completion (as the case may be)) to all of the Transferred Employees in accordance with the provisions of this Agreement on terms no less favourable than those currently enjoyed by the Transferred Employees under their respective contracts of employment with the Sellers or any other relevant entity in the Lehman Brothers International Group.

2.2With effect from the relevant Completion, the Relevant Employer(s) shall pay, satisfy and discharge all liabilities of the Sellers, the other members of the Lehman Brothers International Group and any other relevant employing entity arising in respect of the Relevant Transferred Employees (including without limitation in respect of Employee Liabilities) incurred in respect of the period after Completion.

2.3With effect from the relevant Completion, the Relevant Employer(s) shall discharge all employer’s obligations in respect of the Relevant Transferred Employees (including, without limitation, in respect of Employee Liabilities) incurred in respect of the period after the relevant Completion.

2.4Upon the acceptance by a Transferred Employee of the offer of employment made by or on behalf of the Relevant Employer(s), the relevant Seller shall terminate (conditional on and subject to the relevant Completion) the employment of the relevant Transferred Employee.

2.5To the extent that any Transferred Employee remains a director or officer of any Group Company following Japan Completion or General Completion (as the case may be), NHI shall not, and shall procure that the Purchaser Group (including the Relevant Employer) shall not, take any action against that Relevant Transferred Employee for any breach of his/her employment contract or obligations in respect of any such position (provided that any action/omission taken by that employee in his/her capacity as a holder of any such position does not conflict with his/her duty to any member of the Purchaser Group and that

52

Relevant Transferred Employee(s) cease to act in such position as soon as reasonably practicable following the relevant Completion).

2.6To the extent that any Relevant Transferred Employee accepts an offer of employment pursuant to this paragraph 2, neither the Seller, the other members of the Lehman Brothers International Group nor any other relevant employing entity shall take any action (and each Seller, the other members of the Lehman Brothers International Group and any other relevant employing entity irrevocably waives any claim) against that Relevant Transferred Employee for breach of employment contract or obligations in respect thereof arising from the acceptance of such offer of employment and the performance of his/her employment contract with the Purchaser Group. Each Seller, other members of the Lehman Brothers International Group and any other relevant employing entity irrevocably waives any non-competition, non-solicitation and similar restrictions which it may have against the Relevant Transferred Employee in respect thereof.

3Indemnity from the Relevant Employer

The Relevant Employer shall indemnify the Sellers and the Insolvency Officers and keep them indemnified against all Losses which relate to, arise out of or are connected with:

3.1the employment of the Relevant Transferred Employees by the Relevant Employer on or after the relevant Completion;

3.2any failure by the Relevant Employer to discharge all employer’s obligations (including without limitation as to Employee Liabilities) to the Relevant Transferred Employees in respect of the period after the relevant Completion in accordance with paragraph 2.3;

3.3any breach by the Relevant Employer of any obligation in paragraphs 2.2 or 4.1.2;

3.4any misrepresentation or misstatement, whether negligent or otherwise, made by the Relevant Employer to any of the Relevant Transferred Employees or their representatives, whether before or after the relevant Completion and whether liability for any such claim arises before, on or after the relevant Completion; and

3.5any claim made by any Relevant Transferred Employee in their capacity as a Relevant Transferred Employee against their then relevant employing entity arising out of circumstances arising on or after the relevant Completion, which for the avoidance of doubt shall not include any claim arising from any waiver by the Relevant Transferred Employee of a claim against the Relevant Employer in respect of a liability of the Sellers, the other members of the Lehman Brothers International Group and other relevant employing entity arising from the Transferred Employee’s previous employment by the Sellers, the other members of the Lehman Brothers International Group and any other relevant employing entity.

4Post-Completion obligations of the Relevant Employer

4.1Transferred Employees

The Relevant Employer shall:

4.1.1pay to any Relevant Transferred Employee whose employment is terminated by the Relevant Employer (or any other member of the Purchaser Group) on or following the Japan Completion or General Completion (as the case may be) without cause, [***] Severance Pay [***]

53

(provided that such Severance Pay shall be deemed to constitute payments of, and thereby reduce the amount of, any statutory severance payments which may otherwise be payable by the Relevant Employer to the Relevant Transferred Employee);

4.1.2procure, for so long as any Relevant Transferred Employees remain employed by the Purchaser Group, that such Relevant Transferred Employees’ Employee Benefits are in each case at a level not lower than the level offered to such Relevant Transferred Employees’ in the offer of employment made pursuant to paragraph 2 above;

4.1.3pay entirely in cash for the benefit of the Continuing Transferred Employees, a bonus in respect of Fiscal Year 2008 (the “2008 Bonus”). The Relevant Employer shall make available a bonus pool [***] (the “Bonus Pool”). The allocation of the 2008 Bonus from the Bonus Pool to individuals shall be determined in accordance with past policies and practice on individual bonus allocation by the Asia Executive Committee (but shall be no worse than the terms of each individual’s offer letter). [***];

4.1.4pay entirely in cash to the Continuing Transferred Employees, in addition to any other amounts payable under this Schedule 5, at such time and in such manner to be determined by the Asia Executive Committee, an amount equal in aggregate to the Additional Retention Fund to be made available by the Relevant Employer, such amount to be used by such senior management to incentivize and retain Continuing Transferred Employees and/or employees hired after the relevant Completion, as appropriate; and

4.1.5pay any Expatriate Costs in respect of those expatriate Relevant Transferred Employees whose employment is terminated by the Relevant Employer (except for cause) on or following the relevant Completion or who the Relevant Employer determines (on or following the relevant Completion) should for business reasons be transferred or seconded to or from Asia.

4.2Nominated Employees

The Relevant Employer shall, in addition to complying with paragraphs 4.1 in respect of Nominated Employees but subject to paragraph 4.4.1, pay to each Nominated Employees a bonus [***] (the “2009 Bonus”), pursuant to paragraph 4.1.3 and such Nominated Employee’s contract of employment. [***]

54

4.3Selected Employees

The Relevant Employer shall, in addition to complying with paragraphs 4.1 and 4.2 in respect of Selected Employees, pay to each Selected Employee a retention payment in cash at the relevant Completion (less any applicable deductions) [***]. Each such payment shall be made in the form of a forgivable interest free loan with a term of three years from the relevant Completion and the amount of which shall reduce by one third on each anniversary of the relevant Completion, or some other structure having substantially the same effect. The loan will be documented in a loan agreement to be entered into between the Relevant Employer and each Selected Employee and it will be provided that the loan will only be forgivable if such Selected Employee continues to be employed by any member of the Purchaser Group on the relevant anniversary date (otherwise the loan outstanding shall be (i) repaid by that Selected Employee within 10 Business Days of his employment being terminated for cause or (ii) forgiven in full with effect from the date of his employment being terminated without cause). The Relevant Employer shall consult with the Selected Employee on the structure of the arrangement and the form of documentation in light of inter alia the relevant Selected Employees’ tax position but ultimately these are at the discretion of the Relevant Employer.

4.4Selected and Nominated Employees – guarantees/new contracts

The Relevant Employer shall:

4.4.1notwithstanding any other provision of this Schedule and this Agreement, guarantee all of the relevant payments due to the Nominated Employees and Selected Employees pursuant to this Agreement (including, without limitation, payments made in accordance with this Schedule) in their respective employment contracts, as being payable whether or not the employment of such Nominated Employees or Selected Employees is terminated by any of the Relevant Employers (or any other member of the Purchasers’ Group) at any such time on or following the relevant Completion (and if such employees are terminated, as being payable within 60 days of the date of termination), unless the employment of such Nominated Employees or Selected Employee has been terminated for cause or such employee has served a notice of termination of employment on or before the relevant payment date (in which case, the relevant payment will not be payable);

4.4.2as soon as practicable, and to the extent that they have not already done so, make binding offers (conditional and subject to the relevant Completion) of new contracts of employment pursuant to the terms of this Agreement with the relevant Nominated Employees and Selected Employees, such contracts to be in compliance with each provision, inter alia, of paragraph 4 of this Schedule 5.

55

[Part B]

[***]

[Part C]

[***]

[Part D]

[***]

Schedule 6 – The General Leasehold Premises and Japan Leasehold Premises

General Provisions relating to General Leasehold Premises and Japan Leasehold Premises

1Interpretation

1.1The following further definitions apply in this Schedule 6:

“Actual Completion” means the actual completion of the transfer of any one of the  Leases in respect of the General Consent Premises or Japan Consent Premises (as the case may be) under this Agreement where such completion does not take place on General Completion or Japan Completion respectively because all necessary Third Party Consents have not been obtained;

“General Consent Premises” means any of the General Leasehold Premises for which a Third Party Consent is required;

“General Leasehold Premises” means (i) each of the leasehold or leased premises, sites, spaces, facilities and locations which any of the Sellers and/or Group Companies lease, license, occupy, use or enjoy, and as identified in the Sale Assets Exhibit and/or the Lease Exhibit, other than the Japan Leasehold Premises and (ii) each and every of the other leasehold or leased premises leased or licensed by any of the Sellers and/or Group Companies for the benefit of any Transferred Employee, excluding the Japan Leasehold Premises and Korean Leasehold Premises;

“Japan Consent Premises” means any of the Japan Leasehold Premises for which a Third Party Consent is required;

“Japan Leasehold Premises” means (i) each of the leasehold or leased premises, sites, spaces, facilities and locations which any of the Sellers and/or Group Companies lease, license, occupy, use or enjoy in Japan, details of which are set out in the Sale Assets Exhibit and/or the Lease Exhibit and (ii) each and every of the other leasehold or leased premises in Japan leased or licensed by any of the Sellers and/or Group Companies for the benefit of any Transferred Employee;

“Landlord” means the person entitled to the reversion immediately expectant on the termination of the term granted by any of the Leases;

“Lease” means the lease or licence document or tenancy agreement under which the relevant General Leasehold Premises or Japan Leasehold Premises (as the case may be) are leased or licensed to the relevant Seller and/or Group Companies, including all side letters, ancillary documents, letters, agreements and any documents supplemental thereto;

“Letting Documents” has the meaning given to it in paragraph 3.1.1 of this Schedule 6;

“Licence” means a non-exclusive right of occupation of the Licensed Premises in conjunction with the Sellers and/or Group Companies only during the Licence Period pursuant to this Schedule;

“Licence Fee” means an indemnity payment in respect of certain liabilities of the Sellers and/or Group Companies pending completion of the transfer of the Leases in respect of the Licensed Premises to the Purchasers;

56

“Licence Period” means a period which may be different for each of the Licensed Premises commencing on the date of General Completion or Japan Completion (as the case may be) and ending on the earliest of the following dates:

1.1.1the date on which this Agreement is terminated by whatever means whether in whole or in relation to the relevant Licensed Premises;

1.1.2the date on which the term of the relevant Lease ends by whatever means; and

1.1.3the date of Actual Completion in relation to the relevant General Consent Premises or Japan Consent Premises (as the case may be);

“Licensed Premises” means any of the General Consent Premises or Japan Consent Premises (as the case may be) for which all relevant Third Party Consents have not been obtained prior to General Completion or Japan Completion (as the case may be);

“Property Losses” means all losses, damages, costs, charges or expenses which the Sellers, the Group Companies and/or the Insolvency Officers have incurred or sustained or may, directly or indirectly, incur or sustain, excluding any claims by the Landlord for loss of rent and outgoings;

“Quarter Days” means 25 March, 24 June, 29 September and 25 December in every year and Quarter Day means any of them;

“Sellers’ Solicitors” means Linklaters; and

“transfer” for the purposes of this Schedule 6 only, means and includes (i) assignment or novation; or (ii) the entering into a new agreement between the Landlord and the Purchasers, in respect of any General Leasehold Premises or Japan Leasehold Premises (as the case may be), and “a transfer” means and includes any instruments, deeds, agreements or documents in connection with, relating to or effecting such transfer.

1.2Without prejudice to Clause 13.4 of this Agreement, each of the General Leasehold Premises, Japan Leasehold Premises and/or the Leases thereof shall be transferred subject to the terms set out in this Schedule and all other applicable terms of this Agreement.

2Completion

2.1The General Purchase Price and Japan Purchase Price shall be paid to the Sellers on General Completion and Japan Completion respectively in accordance with this Agreement even if any necessary Third Party Consent has not then been obtained, but the transfer of the Leases shall only take place on General Completion in respect of the General Consent Premises and on Japan Completion in respect of the Japan Consent Premises if all necessary Third Party Consents have been obtained prior to General Completion or Japan Completion (as the case may be).

2.2Actual Completion in respect of the Licensed Premises shall take place 14 Business Days after the grant of the relevant Third Party Consents or on such other date as the parties shall agree acting reasonably and, in this respect, the parties agree to use reasonable endeavours to achieve Actual Completion as soon as reasonably practicable after General Completion or Japan Completion (as the case may be).

2.3On General Completion, Japan Completion or Actual Completion (as the case may be) in respect of each of the Leases in respect of the General Leasehold Premises or Japan

57

Leasehold Premises (as the case may be) being transferred at the relevant date of General Completion, Japan Completion or Actual Completion:

2.3.1if the transfer is by way of assignment or novation:

(i)the Sellers shall deliver to the Purchasers (in a form to be agreed in advance between the parties to such document):

(a)a novation or an assignment of the Lease in respect of the relevant General Leasehold Premises or Japan Leasehold Premises duly executed (as the case may be); and

(b)the Lease in the possession or under the control of the relevant Seller which relates to that General Leasehold Premises or Japan Leasehold Premises (as the case may be);

(c)(where necessary) in the case of General Consent Premises in the PRC, a deed of consent between the Sellers, the Purchasers and the Landlord (in triplicate) under which the Sellers agrees to be bound by the terms of the Lease up to the date of General Completion or Actual Completion (as the case may be) and the Landlords consents to the assignment or novation. Such deed of consent shall also be registered with the relevant real estate authorities;

(ii)the Purchasers shall deliver to the Sellers a counterpart of such novation  or assignment (in duplicate or triplicate as the case may be) duly executed by the relevant Purchaser and (where applicable) the relevant Landlord;

2.3.2if the transfer is by way of entering into a new agreement between the Landlord and the relevant Purchaser in respect of the relevant General Leasehold Premises or Japan Leasehold Premises (as the case may be), the Purchasers shall deliver to the Sellers a copy of such new agreement duly executed by the relevant Purchaser.  Subject to:

(i)the Purchasers complying with paragraph 2.3.3 and/or 2.3.4 of this Schedule;

(ii)the relevant Landlord agreeing in writing to refund to the relevant Seller and/or Group Companies any cash security deposit still held by the relevant Landlord and/or release the relevant Seller and/or Group Companies from all deposit bank guarantees provided in lieu of the cash security deposit in respect of the relevant General Leasehold Premises or Japan Leasehold Premises (as the case may be); and/or

(iii)the relevant Landlord agreeing in writing to refund to the relevant Seller and/or Group Companies any prepayment of rent in respect of a General Leasehold Premises or Japan Leasehold Premises (as the case may be),

the relevant Seller shall if requested by the Purchasers procure that the Lease with the relevant Landlord shall be terminated and shall deliver a copy of such termination document to the relevant Purchaser;

2.3.3to the extent that there is a cash security deposit held in respect of a General Leasehold Premises or Japan Leasehold Premises (as the case may be) and all or part thereof is still held by the relevant Landlord under the relevant Lease and/or in

58

respect of the relevant General Leasehold Premises or Japan Leasehold Premises (as the case may be), the Purchasers shall (subject to the relevant Seller and the relevant Landlord agreeing in writing to treat such deposit paid by the relevant Seller as having been paid by the relevant Purchaser(s) and refundable to the relevant Purchaser(s) pursuant to the Lease) pay to the Sellers or reimburse the Sellers and/or Group Companies an amount equal to all or part of such deposit subsisting and held by the relevant Landlord or procure that the Sellers and/or Group Companies are released from all deposit bank guarantees provided in lieu of the cash security deposit in respect of the relevant General Leasehold Premises or Japan Leasehold Premises (after deducting all of the relevant Seller’s liabilities to the relevant Landlord due and owing as of the Actual Completion, Japan Completion or General Completion) (as the case may be); and

2.3.4to the extent that the relevant Landlord has confirmed in writing that there is a prepayment of rent in respect of a General Leasehold Premises or Japan Leasehold Premises by the Sellers and/or Group Companies (as the case may be), the Purchasers shall pay to the Sellers or reimburse the Sellers and/or Group Companies an amount equal to the amount of such prepayment provided that the relevant Landlord has acknowledged that such prepayments shall be treated as having been paid by the relevant Purchaser.

2.4Notwithstanding anything herein contained to the contrary, the Sellers are under no obligation to transfer the relevant Lease to the relevant Purchaser(s) if the relevant Purchaser(s) fail to comply with paragraph 2.3.3 and/or 2.3.4 of this Schedule.

2.5Completion of the transfer of the Leases in respect of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) shall take place at such place as the parties may agree.

3Subjections

3.1Each of the Leases in respect of the General Leasehold Premises and/or Japan Leasehold Premises (as the case may be) is transferred subject to and where applicable with the benefit of:

3.1.1all tenancies, licenses and rights of occupation affecting each of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) (the “Letting Documents”);

3.1.2all matters contained or referred to in the property, proprietorship and charges registers of the registered title relating to the relevant General Leasehold Premises or Japan Leasehold Premises (as the case may be);

3.1.3the rents, covenants, conditions, restrictions, exceptions, reservations, agreements and declarations, overriding interests and other matters reserved by or contained in the Lease of each of the General Leasehold Premises or Japan Leasehold Premises (as the case may be); and

3.1.4all notices served at or in respect of any of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) and/or in respect of the Leases by or on behalf of any person,

in all cases without any obligation on the part of  the Sellers or Insolvency Officers to define the same;

59

3.2Neither the Sellers nor the Insolvency Officers give any warranty as to the use, area, description or identity of any of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) and shall not be required to define the exact boundaries of any of the General Leasehold Premises or Japan Leasehold Premises (as the case may be). The transfer shall not be annulled nor shall any compensation be allowed or payable in respect of any error, misstatement or omission in respect of any such matters.

3.3The Purchasers acknowledge that the Sellers may not have all of the original documents in respect of each of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) and the Purchasers shall not be entitled to raise any enquiry, objection or requisition about any original documents which the Insolvency Officers or Sellers’ Solicitors are unable to provide to the Purchasers on completion of the transfer of the Leases of any of the General Leasehold Premises or Japan Leasehold Premises (as the case may be). The Purchasers agree and acknowledges that all and any obligation on the part of the Sellers, the Group Companies and/or the Insolvency Officers to deliver vacant possession of any General Leasehold Premises or Japan Leasehold Premises (as the case may be) (or any part thereof) whether on General Completion, Japan Completion or Actual Completion (as the case may be) or otherwise (whether express or implied) are excluded and the Purchasers shall not be entitled to raise requisition or objection if any third party has or claims to have a right to occupy, use or possess the whole or any part of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) or any of them.

3.4Without prejudice to Clause 13 of this Agreement, the Purchasers acknowledges that no person acting for the Sellers or the Insolvency Officers has at any time had the authority of the Sellers or the Insolvency Officers to make any statement or representation in relation to the Leases and/or the General Leasehold Premises or Japan Leasehold Premises (as the case may be) or any of them.

3.5Without prejudice to Clause 13 of this Agreement, it is agreed by the Purchasers that the Insolvency Officers have specifically told the Purchasers that the Purchasers must rely absolutely on the Purchasers’ own opinion and/or professional advice concerning the Leases and/or the General Leasehold Premises or Japan Leasehold Premises (as the case may be), their state and condition, fitness and/or suitability for any purpose and the possibility that the General Leasehold Premises or Japan Leasehold Premises (as the case may be) (or any of them) may have defects not apparent on inspection and examination.

4Transfers

4.1The Purchasers shall use reasonable efforts to prepare or obtain from the Landlord the engrossments of the transfers of the Leases and (where applicable) deed of consent of each of the General Consent Premises or Japan Consent Premises (as the case may be) and to deliver them to the Sellers for execution by the relevant Seller and/or Group Companies not less than 7 days prior to the date of Actual Completion (where applicable).

4.2The transfer of each of the General Leasehold Premises or the Japan Leasehold Premises (as the case may be) and/or the Leases thereof shall contain:

4.2.1covenants with the Sellers and/or Group Companies and the Insolvency Officers by the Purchasers to comply with the:

(i)obligations arising under the Lease; and

60

(ii)the Sellers and/or Group Companies’ obligations under the Letting Documents;

insofar as the Sellers and/or Group Companies may remain liable directly or indirectly for them after the date of the transfer and to indemnify the Sellers and/or Group Companies and the Insolvency Officers against any non-compliance by the Purchasers; and

4.2.2any other provisions required to make it consistent with the provisions of this Agreement.

5Third Party Consents in relation to the General Consent Premises and Japan Consent Premises

5.1This paragraph 5 of this Schedule shall apply separately to each of the General Consent Premises and Japan Consent Premises (as the case may be).

5.2If any Third Party Consent is required,

5.2.1the Purchasers shall:

(i)apply for such consent as soon as practicable and shall use their reasonable endeavours to procure such consent with reasonable support by the Sellers;

(ii)supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant person with reasonable support by the Sellers;

(iii)undertake to pay, or procure the giving of undertakings to pay, all costs properly incurred by a Landlord, any superior landlord or other relevant person in connection with any application for a consent, whether or not the consent is given;

(iv)enter into such covenants for the payment of the rent reserved by the Lease and for the observance and performance of the covenants and conditions contained in the Lease or otherwise affecting the General Consent Premises or Japan Consent Premises (as the case may be) as may reasonably be required by the Landlord, any superior landlord or other relevant person; and

(v)if lawfully required by the Landlord, any superior landlord or other relevant person, procure that sureties acceptable to them guarantee the Purchasers’ obligations under the Lease following the transfer of the General Consent Premises or Japan Consent Premises (as the case may be) and/or the Leases thereof;

5.2.2the Sellers shall:

(i)not without the prior consent of the Purchasers, modify, terminate, assign, sublet or surrender the General Consent Premises or Japan Consent Premises (as the case may be) otherwise than by operation of law or pursuant to court order or any analogous event or for the purpose of effecting a transfer of the Lease relating to the General Consent Premises or Japan Consent Premises (as the case may be) to the Purchasers;

61

(ii)at the cost and expense of the Purchasers render such assistance as may reasonably be required to achieve Actual Completion;

(iii)provide such authorisations, confirmations, release or directions as the relevant Landlord may reasonably request from the Sellers in connection with or relating to obtaining any Third Party Consent including the release by the Sellers of the relevant Landlord from the relevant Landlord’s obligations to refund to the Seller in accordance with the Lease any cash security deposits paid by the Sellers;

(iv)(where necessary) enter into a deed of surrender with the relevant Landlord relating to the General Consent Premises or Japan Consent Premises (as the case may be) where the transfer of the Leases in respect of the General Consent Premises or Japan Consent Premises (as the case may be) is pursuant to a new agreement to be entered into between the relevant Purchaser and the relevant Landlord; and

(v)(where necessary) enter into a deed of consent referred to in paragraph 2.3.1(i)(c) of this Schedule;

provided that:

(i)nothing shall prevent the Sellers from managing the solvency of any member of the Lehman Brothers International Group in accordance with their fiduciary, legal and regulatory duties; and

(ii)the Sellers shall not be obliged to comply with this paragraph 5.2.2(iii) and/or (iv) of this Schedule unless:

(a)the Purchasers comply with paragraph 2.3.3 and/or 2.3.4 of this Schedule;

(b)the relevant Landlord agreeing in writing to refund to the relevant Seller and/or Group Companies any cash security deposit still held by the relevant Landlord and/or release the relevant Seller and/or Group Companies from all deposit bank guarantees provided in lieu of the cash security deposit in respect of the relevant General Leasehold Premises or Japan Leasehold Premises (as the case may be); and/or

(c)the relevant Landlord agreeing in writing to refund to the relevant Seller and/or Group Companies any prepayment of rent in respect of a General Leasehold Premises or Japan Leasehold Premises (as the case may be).

5.3The Purchasers must give written notice to the Sellers as soon as reasonably practicable after obtaining any Third Party Consent which shall be accompanied by a copy of such consent.

5.4Pending the grant of all Third Party Consents after General Completion or Japan Completion (as the case may be), the Sellers shall permit the Purchasers to occupy the General Consent Premises or Japan Consent Premises (as the case may be) under a Licence for the Licence Period on the terms set out in this Schedule.

5.5The Purchasers acknowledges that the grant of the Licence of the General Consent Premises or Japan Consent Premises (as the case may be) may amount to a breach of the

62

terms of the Lease and any risk in respect thereof or in respect of any refusal on the part of any reversioner to consent to the proposed transfer to the Purchasers is the Purchasers’ alone.

5.6The Sellers shall not be obliged to pay any moneys, provide or procure the giving of any guarantees or security or incur any other financial liability in connection with the obtaining of the Third Party Consents. Specifically, the Sellers shall not be obliged to:

5.6.1apply to any court for a declaration that a Third Party Consent is being unreasonably withheld and/or delayed;

5.6.2remedy or make good any breach of covenant or obligation in the Lease; or

5.6.3pay any sum to the Landlord including, without limitation, any arrears of rents, or other sums due under the Lease unless the Purchasers have paid such sum to the Sellers pursuant to paragraph 7 of this Schedule.

5.7If the Landlord reasonably requires it, the Sellers will enter into any document required to document the Landlord’s consent subject to:

5.7.1the Sellers’ Solicitors first approving its terms; and

5.7.2that document not containing any obligations on the part of the Sellers, the Group Companies or the Insolvency Officers (where applicable);

5.8The Purchasers shall, within 7 days of receipt of a written demand providing proper details, pay to the Seller or to the Insolvency Officers (on behalf of the Seller where the Seller is an Insolvent Company) the reasonable costs which the relevant Seller and/or Group Companies has incurred in complying with its obligations in this paragraph or in complying with any other request of the Purchasers (compliance with any such request to remain at the absolute discretion of the relevant Seller, the Group Companies and the Insolvency Officers (where applicable)).

5.9The Purchasers shall be responsible for (and shall indemnify the Sellers, the Group Companies and the Insolvency Officers (where applicable), and each of them, against) the costs, charges, and expenses of the Landlords involved in the grant of any Third Party Consents which shall include (without limitation) the costs, charges and expenses of the Landlord’s solicitors and agents plus Tax and disbursements.

6Termination

6.1If the Licence Period comes to an end in relation to any of the Licensed Premises (other than pursuant to paragraph 7.13 of this Schedule) then:

6.1.1the Agreement is deemed to be at an end in relation to those Licensed Premises; and

6.1.2the provisions of this paragraph 6 of this Schedule will apply in relation to those Licensed Premises.

6.2Subject to this Agreement (and in particular subject to no alterative occupation arrangement having been agreed), upon termination of the Licence or this Agreement in relation to any Licensed Premises for any reason, the Purchasers shall:

6.2.1not be entitled to any refund in whole or in part of any Licence Fee or the Purchase Price;

63

6.2.2vacate the Licensed Premises forthwith save and except if the Licence is terminated by Actual Completion;

6.2.3remove from the Licensed Premises all items belonging to them save and except if the Licence is terminated by Actual Completion; and

6.2.4leave the Licensed Premises in a clean and tidy condition save and except if the Licence is terminated by Actual Completion.

7Licence

7.1Notwithstanding the terms of the Leases, the Sellers will allow the Purchasers to share non-exclusive occupation of each of the Licensed Premises in conjunction with the Sellers and/or Group Companies for the Licence Period relating to the relevant Licensed Premises.

7.2The Licence of each Licensed Premises is granted:

7.2.1subject to all of the matters subject to which the relevant Leases relating to the General Leasehold Premises or Japan Leasehold Premises (as the case may be) are transferred under this Agreement;

7.2.2out of whatever right, title and interest (if any) that the Sellers and/or Group Companies have in the relevant Leases and/or the Licensed Premises;

7.2.3without making any statement or representation that the Sellers are entitled to grant it; and

7.2.4entirely at the risk of the Purchasers.

7.3Without prejudice to Clause 6.5 of this Agreement, at General Completion or Japan Completion (as the case may be), the Purchasers must pay to the Sellers and/or Group Companies such a Licence Fee equal to:

7.3.1all rents payable in respect of the Licensed Premises for the period from and including General Completion or Japan Completion (as the case may be) to the second Quarter Day following General Completion or Japan Completion (as the case may be) as they fall due under the relevant Lease; and

7.3.2the outgoings such as rates, government rent, management charges and air-conditioning charges payable by the Sellers and/or Group Companies (excluding the rents as mentioned in paragraph 7.3.1 of this Schedule) as they fall due under the Lease for the period from and including General Completion or Japan Completion (as the case may be) to and including the second Quarter Day following General Completion or Japan Completion (as the case may be);

Provided that in the event that any Licence is terminated, subject to the Sellers’ right to set-off or deduct any sum payable by the Purchasers to the Sellers under this Schedule, the Sellers shall as soon as practicable following such termination refund to the Purchasers any pre-payment paid under this paragraph in respect of the unexpired term of such Licence.

7.4Following identification by the Sellers of any other payments payable as part of the rent and the outgoings as mentioned in paragraph 7.3 of this Schedule for the period that the Purchasers are in occupation under this Licence the Purchasers will pay a further amount

64

to the Sellers and/or Group Companies by way of Licence Fee equal to such amount. All payments to be made by the Purchasers shall be either:

7.4.1payable not less than five Business Days before any sum falls due subject to the Sellers giving the Purchasers not less than Seven (7) Business Days written notice to that effect; or

7.4.2in the case of any sum already having become due to the Sellers and/or Group Companies but there having been a miscalculation or mis-statement of the component elements of the Licence Fee described at paragraph 7.3 of this Schedule, all payments shall be payable to the Purchasers not less than 5 Business Days after the Sellers gives the Purchasers not less than Seven (7) Business Days notice to that effect.

7.5The Sellers will apply all sums received from the Purchasers under paragraphs 7.3 and 7.4 of this Schedule to pay the rents payable in respect of the Licensed Premises and the outgoings as mentioned in paragraph 7.3.2 of this Schedule.

7.6If the Purchasers fail to make the payment or any part of it specified in this paragraph 7 of this Schedule or are otherwise in breach of the fundamental or material provisions of the Licence (other than the breaches in paragraph 5.5 of this Schedule) then the Sellers shall give to the Purchasers not less than 20 Business Days’ written notice requiring the Purchasers to rectify the breach, failing which, the Sellers shall give to the Purchasers not less than 20 Business Days’ written notice to terminate the Licence in respect of a Licensed Premises specified in the notice.

7.7Throughout the period of the Licence, the Purchasers shall:

7.7.1pay and discharge, or otherwise indemnify the Sellers, the Group Companies and the Insolvency Officers from and against, all outgoings and expenses in respect of the Licensed Premises, including the cost of all rent, rates, service charges, insurance, heating, electricity, gas, telecommunications and other services, and the cost of complying with fire and other statutory regulations to the extent not otherwise paid under paragraph 7.3 of this Schedule;

7.7.2keep the Licensed Premises in a state of repair at least as good as they are in at General Completion or Japan Completion (as the case may be) fair wear and tear excepted;

7.7.3comply with the provisions of the Lease under which the Sellers and/or Group Companies holds the Licensed Premises (other than in relation to the payment of rent);

7.7.4make good and pay for all damage to the Licensed Premises (including accidental damage) caused by the Purchasers, its representatives or invitees to the Licensed Premises;

7.7.5use the Licensed Premises only in accordance with the terms of the user clause contained in the Lease of any one of the Licensed Premises;

7.7.6if applicable, indemnify the Sellers, the Group Companies and the Provisional Liquidators from and against all Property Losses arising from or connected with the Purchasers’ occupation of the Licensed Premises where the relevant Seller is at General Completion or Japan Completion (as the case may be) an entity either in liquidation or subject to analogous proceedings; and

65

7.7.7comply with any recommendations which the insurers of the Licensed Premises may make in respect of them, including all recommendations in respect of fire precautions.

7.8Throughout the period of the Licence, the Purchasers shall not:

7.8.1carry out any alterations without the Seller’s consent;

7.8.2use, or permit the use of, the whole of any part of the Licensed Premises for any illegal purpose;

7.8.3store or bring upon the Licensed Premises anything that is dangerous, illegal or inflammable;

7.8.4do, suffer or permit anything to be done which increases the premiums payable in respect of any insurance of the Licensed Premises without paying any such increased amount or makes that insurance void or voidable;

7.9This Licence will, at the election of the Sellers or the Insolvency Officers (where the relevant Seller is an Insolvent Company), determine in relation to any one or more of the Licensed Premises on reasonable notice from the relevant Seller and/or the Insolvency Officers (as the case may be) if:

7.9.1the Sellers, the Group Companies and the Insolvency Officers or any of them receives any notice or objection to the Purchasers’ occupation of the relevant Licensed Premises from the relevant Landlord or any other competent person; or

7.9.2subject to paragraph 7.6 of this Schedule, the Purchasers fail to make the payment or any part of it specified in this paragraph 7 of this Schedule or are otherwise in breach of the provisions of the Licence.

7.10On the termination of the Licence the Purchasers shall;

7.10.1vacate the Licensed Premises forthwith;

7.10.2remove from the Licensed Premises all items belonging to them;

7.10.3leave the Licensed Premises in a clean and tidy condition.

7.11Determination of this Licence pursuant to paragraph 7.9 of this Schedule shall:

7.11.1have the effect of making the provisions of this Licence in so far as it relates to the relevant Licensed Premises severable from the remainder of this Agreement and this Agreement shall otherwise remain in full force and effect;

7.11.2not entitle the Purchasers to any refund, abatement or reduction of the Purchase Price or any sums paid as Licence Fee; and

7.11.3not prejudice or affect any claim by the Sellers and/or Group Companies in respect of any prior breach of this Agreement by the Purchasers;

Provided that throughout the period of the Licence, the Sellers shall take all reasonable steps to assist the Purchasers in continuing their occupation of the General Leasehold Premises and the Japan Leasehold Premises as contemplated under this Agreement.

7.12The occupation and use of the Licensed Premises pending Actual Completion is at the sole risk and expense of the Purchasers.

66

7.13If the Landlord or any other relevant third party commences proceedings, raises any objection or takes any other action in connection with the Purchasers’ occupation or use of any of the Licensed Premises pending the obtaining of the relevant Third Party Consent, the Purchasers shall be entitled to forthwith terminate the Licence in relation to such Licensed Premises by written notice to the Sellers or the Insolvency Officers (where the relevant Seller is an Insolvent Company), and where the Purchaser does not so terminate the Licence in relation to such Licensed Premises and the Sellers or the Insolvency Officers (where the relevant Seller is an Insolvent Company) have not determined the Licence pursuant to paragraph 7.9.1 of this Schedule in relation to such Licensed Premises, the Purchasers shall forthwith take such steps as the Sellers and/or Group Companies may reasonably and properly require in connection with such proceedings, objection or action and shall indemnify and keep indemnified the Sellers, the Group Companies and the Insolvency Officers (where the relevant Seller is an Insolvent Company) and each of them against Property Losses incurred by any of them in respect of such proceedings, objection or action.

7.14The Purchasers and Sellers shall each inform the other forthwith of any notice received by it in relation to any of the Licensed Premises from the Landlord or any other third party.

67

A – SALE ASSETS EXHIBIT

68

B – TRANSFERRED EMPLOYEE EXHIBIT

[***]

69

C – LEASE EXHIBIT

70

Table of Contents

Contents		Page
1	Interpretation	3
2	Agreement to sell the Sale Assets and transfer the Transferred Employees	11
3	Consideration	13
4	Conditions	15
5	Pre-Closing	17
6	Japan Completion and General Completion	19
7	Future transactions - Korea	21
8	Transferred Employees and Leasehold Premises	22
9	Book Debts	22
10	Apportionments	22
11	Retained Records	23
12	Warranties	27
13	Exclusions	28
14	Confidentiality	29
15	Liability of Insolvency Officers	31
16	Other Provisions	32
Schedule 1 - Details of the Sellers		44
Schedule 2 - Details of the Purchasers		46
Schedule 3 – Price Allocation		47
Schedule 4 - Completion Deliverables		48
Schedule 5 – Transferred Employees
Schedule 5 – Transferred Employees		51
Schedule 6 – The General Leasehold Premises and Japan Leasehold Premises		56
A – SALE ASSETS EXHIBIT		68

i

B – TRANSFERRED EMPLOYEE EXHIBIT	69
C – LEASE EXHIBIT	70

ii

EX-10.2

Exhibit 10.2

Lehman Brothers Holdings Inc.

745 Seventh Avenue

New York, New York  10019

29 September 2008

Dear Sirs

Re: Sale of certain assets and the transfer of certain employees of the Lehman Brothers Group in the Asia-Pacific region

We refer to the proposed sale, pursuant to an asset sale agreement to be dated on or about the date of this letter, a copy of the form of which is attached, between Nomura Holdings Inc. (“NHI”), certain subsidiaries (the “Sellers”) of Lehman Brothers Holdings Inc. (“LBHI”), and certain insolvency officers (the “Insolvency Officers”) in Hong Kong, Singapore and Australia (the “Asset Sale Agreement”), pursuant to which: (i) leases for real property occupied by certain of the Sellers will be assigned to NHI or its affiliates; (ii) certain fixed assets located in such properties will be sold to NHI; and (iii) certain employees of the Sellers will be made an offer of employment by one or more affiliates of NHI (the “Transaction”).

We have been informed by the Sellers (and nothing has come to our attention to contradict such information) that the Transaction does not involve any sale of the directly owned assets of LBHI nor does it involve the offer of employment by NHI or its affiliates to any employees of LBHI other than possibly one or more employees of LBHI who are currently on secondment to the Lehman Brothers group companies in Asia (including Australia and India), the total number of which does not exceed 74 as at the date of this letter (the “Transferred Secondees”), who may or may not be transferred to NHI or its affiliates in connection with the Transaction.

NHI shall extend, or cause its subsidiaries to extend, to LBHI rights to access books and records relating to any Transferred Secondees and Transferred Employees Records and Transferred Sale Assets Records or Retained Records (each as defined in the Asset Sale Agreement) that may come into the possession or control of NHI or its subsidiaries (whether maintained in paper, electronic or any other form) in connection with the Transaction on the same terms and conditions as the equivalent rights of a Seller under the Asset Sale Agreement, provided that any such access shall be subject to the confidentiality obligations contained in the Asset Sale Agreement.

We have been informed by the Sellers (and nothing has come to our attention to contradict such information) that, as a result of the Transaction: (i) no intellectual property of any Seller is to be sold, licensed or otherwise transferred, or ownership of any securities trading position or investment owned by any Seller is to be transferred, to NHI or any of its affiliates;  (ii) there will be no change in the ownership of or transfer of any of the assets of Lehman Brothers U.K. Holdings (Delaware) Inc. or any of its subsidiaries; and (iii) none of the assets to be acquired were used in the conduct, in the ordinary course as conducted before September 13, 2008, of the business of the “Investment Management Division” of the Lehman Brothers group of companies.  Certain transitional services arrangements between LBHI and NHI in connection with the Transaction will be set out in separate agreements.

Each of LBHI and NHI agrees not to bring any claim against each other or their respective affiliates in respect of the Transaction (other than under this letter).

We should be grateful if you would confirm that you are aware of the existence of the Transaction and acknowledge that you have no objection to the Sellers entering into the Transaction on the terms specified in the Asset Sale Agreement by signing and returning a copy of this letter.

Yours faithfully

Nomura Holdings Inc.
By:	/s/ Takumi Shibata
	Name:
	Title:

Please sign and date the enclosed copy of this letter to acknowledge your acceptance of its terms.

Lehman Brothers Holdings Inc.
By:	/s/ James P. Fogarty
	Name: James P. Fogarty
	Title: Executive Vice President
	Date: September 29, 2008

EX-10.3

Exhibit 10.3

James W. Giddens

as Trustee of the Liquidation of the Business of Lehman Brothers Inc.

c/o Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, NY  10004

Attention:  Charles A. Samuelson

29 September 2008

Dear Sirs

Re: Sale of certain assets and the transfer of certain employees of Lehman Brothers Inc.

We refer to the proposed sale (the “Transaction”), pursuant to an asset sale agreement dated on or about the date of this letter, between Nomura Holdings Inc. (“NHI”), certain entities within the Lehman Brothers Holdings Inc. group of companies (the “Sellers”), and certain insolvency officers (the “Insolvency Officers”) in Hong Kong, Singapore and Australia (the “Asset Sale Agreement”), pursuant to which (i) certain employees of Lehman Brothers Inc. (the “Company”) currently employed in the Company’s Beijing Representative Office branch (the “Beijing Employees”) will be made an offer of employment by one or more affiliates of NHI and (ii) a lease to which the Company is party in respect of premises used by the Company’s Beijing Representative Office branch, details of which are set out in the Asset Sale Agreement (the “Beijing Lease”), will be assigned to an affiliate of NHI.

We have been informed by the Sellers (and nothing has come to our attention to contradict such information) that the Transaction does not involve any sale of the directly owned assets of the Company nor does it involve offers of employment by NHI or its affiliates to the Company’s employees other than the Beijing Employees and possibly one or more employees currently on secondment to the Lehman Brothers group companies in Asia (including Australia and India), the total number of which does not exceed 74 as at the date of this letter (the “Transferred Secondees”), who may or may not be transferred to NHI or its affiliates in connection with the Transaction.

We have been informed by the Sellers (and nothing has come to our attention to contradict such information) that, as a result of the Transaction: (i) no intellectual property of any Seller is to be sold, licensed or otherwise transferred, or ownership of any securities trading position or investment owned by any Seller is to be transferred,  by the Company to NHI or its affiliates in the Transaction; and (ii) none of the assets to be acquired were used in the conduct, in the ordinary course as conducted before September 13, 2008, of the business of the “Investment Management Division” of the Lehman Brothers group of companies.

In consideration of the assignment of the Beijing Lease and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby confirms and agrees that it will, subject to any required court approvals and other third party consents, sign, execute or otherwise enter into any documents of assignment, novation, surrender or termination relating to the Beijing Lease (or other documents ancillary thereto), subject to such documents being on terms reasonably satisfactory to NHI (it is understood and agreed that in no

event will any such documents require the Company to incur any obligation or liability or result in any obligation or liability under the Beijing Lease from and after the closing of the Transaction pursuant to the terms of the Asset Sale Agreement).

NHI shall extend, or cause its subsidiaries to extend, to the Company rights to access books and records relating to the Transferred Employees Records, Transferred Sale Assets Records or Retained Records (each as defined in the Asset Sale Agreement) or the Beijing Lease or the Transferred Secondees that may come into the possession or control of NHI or its affiliates (whether maintained in paper, electronic or any other form) in connection with the Transaction on the same terms and conditions as the equivalent rights of a Seller under the Asset Sale Agreement, provided that such access shall be subject to the confidentiality obligations contained in the Asset Sale Agreement.

Each of the Company and NHI agrees not to bring any claim against each other or their respective affiliates in respect of the Transaction (other than under this letter).

Yours faithfully

Nomura Holdings Inc.
By:	/s/ Takumi Shibata
	Name:
	Title:

Please sign and date the enclosed copy of this letter to acknowledge your acceptance of its terms.

Lehman Brothers Inc.
By:	/s/ Charles A. Samuelson
	Name: Charles A. Samuelson
	Title: Attorney for James W. Giddens, as Trustee of the Liquidation of the Business of Lehman
Brothers Inc.
Date:

EX-10.4

Exhibit 10.4

TRANSITION SERVICES AGREEMENT

dated as of September 29, 2008

between

LEHMAN BROTHERS HOLDINGS INC.

and

NOMURA HOLDINGS INC.

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement, dated September 29, 2008 (this “Agreement”), is made by and between Nomura Holdings Inc., a company incorporated in Japan (“Nomura”), and Lehman Brothers Holdings Inc., a Delaware corporation (“LBHI”).

RECITALS

WHEREAS, the Provisional Liquidators, the Sellers and Nomura have entered into an international asset purchase agreement concerning the acquisition by Nomura of certain assets of the business of the Lehman Brothers group in the Asia-Pacific region., dated as of September 29, 2008 (as may be amended from time to time, the “Nomura Purchase Agreement”);

WHEREAS, it is contemplated by the Nomura Purchase Agreement that (a) Nomura shall provide, or cause to be provided, to LBHI (and/or its Affiliates on the date hereof including the IMD Entities, collectively hereinafter referred to as the “LBHI Entities”) certain services, use of facilities and other assistance on a transitional basis and in accordance with the terms and subject to the conditions set forth herein and (b) LBHI shall provide, or cause to be provided, to Nomura (and/or its Affiliates, collectively hereinafter referred to as the “Nomura Entities”) certain services, use of facilities and other assistance on a transitional basis and in accordance with the terms and subject to the conditions set forth herein; and

WHEREAS, the Nomura Purchase Agreement contemplates the execution and delivery of this Agreement by Nomura and LBHI.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01           Certain Defined Terms.  Unless otherwise defined herein, any capitalized term used herein shall have the same meaning as in the Nomura Purchase Agreement.  The following capitalized terms used in this Agreement shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, control by a general partner, by contract or otherwise; provided that such other Person shall no longer be deemed an Affiliate once such control ceases, except to the extent such control ceases as a result of the appointment of liquidators or provisional liquidators, in which case such other Person shall (for the duration of the appointment of the liquidators or provisional liquidators) continue to be deemed an Affiliate.

2

“Bankruptcy Case” means Case No. 08-13555 of the Bankruptcy Court.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York (Manhattan) .

“BarCap” means Barclays Capital Inc.

“BarCap Purchase Agreement” means that certain Asset Purchase Agreement (as amended and supplemented), dated as of September 16, 2008, by and among LBHI, Lehman Brothers Inc., LB 745 LLC and BarCap.

“BarCap Services” means services that were being provided (x) by a Subsidiary of LBHI that was acquired by BarCap or one of its Affiliates pursuant to the BarCap Purchase Agreement or a vendor of such Subsidiary, and (y) by the LBHI Entities or a vendor thereof through the use of the assets acquired by or the employees transferred to BarCap or one of its Affiliates pursuant to the BarCap Purchase Agreement, to the IMD Business and any other businesses of the LBHI Entities prior to the closing of the transactions contemplated by the BarCap Purchase Agreement that were not acquired by BarCap thereunder.

“BarCap TSA” means that certain Transition Services Agreement, dated as of September 20, 2008, by and between LBHI and BarCap.

“Benchmark Period” means the twelve-month period prior to the Completion.

“Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“Force Majeure” means, with respect to a Person, an event beyond the control of such Person (or any Person acting on its behalf), including acts of God, storms, floods, riots, fires, sabotage, labor stoppage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or of Internet or telecommunications services.

“IMD Business” means the investment management business of LBHI and Lehman Brothers Inc. and their subsidiaries.

“IMD Entities” means (i) the entities that, on the date hereof, conduct the investment management business of LBHI and its Affiliates and (ii) in each case solely to the extent permitted under Section 9.10, their successors and assigns with respect to such business.

“Information Systems” means computing, telecommunications or other digital operating or processing systems or environments, including computer programs, data, databases, computers, computer libraries, communications equipment, networks and systems.  When referenced in connection with the Services, Information Systems shall mean the Information Systems accessed and/or used in connection with the Services.

3

“Intellectual Property” means, collectively, all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including without limitation such rights in and to:   (i) patents and applications therefor, including continuations, divisionals, continuations-in-part, reissues, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom and patents issuing thereon (collectively, “Patents”) and inventions, invention disclosures, discoveries and improvements, whether or not patentable, (ii) all trademarks, service marks, trade names, service names, brand names, all trade dress rights, logos, slogans, Internet domain names and corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof and all common law rights thereto (collectively, “Marks”), (iii) copyrights and registrations and applications therefor and renewals and extensions thereof, and works of authorship, databases and mask work rights, and all moral rights  (collectively, “Copyrights”), (iv) all Software, Technology, trade secrets and market and other data, and rights to limit the use or disclosure of any of the foregoing by any Person, and (v) all claims, causes of action and defenses relating to the enforcement of any of the foregoing.

“Law” means any federal, state, local or foreign law, statute, code, ordinance, rule or regulation (including rules of any self-regulatory organization).

“Prime Rate” means the prime rate published in the Eastern Edition of The Wall Street Journal or a comparable newspaper if The Wall Street Journal shall cease to publish the prime rate.

“Provider” means the party hereto or its subsidiary or Affiliate providing a Service under this Agreement.

“Recipient” means a party hereto or its subsidiary or Affiliate to whom a Service is being provided under this Agreement.

“Representative” of a Person means any director, officer, employee, agent, consultant, accountant, auditor, attorney or other representative of such Person.

“Software” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies and application programming interfaces, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (iv) all software-related specifications documentation including user manuals and other training documentation related to any of the foregoing.

“Subsidiary” means any Person of which a majority of the outstanding voting securities or other voting equity interests are owned, directly or indirectly, by a party.

“Technology” means, collectively, all designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, business and marketing information, research and development, technical data, programs, subroutines, tools, materials, specifications, processes,

4

inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, non-public or confidential information, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology.

 “Termination Charges” shall mean any portion of any fees or expenses payable to any unaffiliated, third-party provider as a result of any early termination or reduction of a Service that cannot reasonably be avoided by the Provider.

“Virus” shall mean any computer instructions (i) that adversely affect the operation, security or integrity of a computing, telecommunications or other digital operating or processing system or environment, including without limitation, other programs, data, databases, computer libraries and computer and communications equipment, by altering, destroying, disrupting or inhibiting such operation, security or integrity; (ii) that without functional purpose, self-replicate without manual intervention; and/or (iii) that purport to perform a useful function but which actually perform either a destructive or harmful function, or perform no useful function and utilize substantial computer, telecommunications or memory resources.

ARTICLE 2

SERVICES AND TERMS

Section 2.01           Services; Scope.

(a)           Subject to the terms and conditions set forth in this Agreement, (i) Nomura shall provide, or cause to be provided, to the LBHI Entities those services (the “Nomura Services”) that were being provided by LBHI Entities which are transferring assets to the Purchasers and which employed the Transferred Employees  prior to the date of the Nomura Purchase Agreement, or a vendor thereof, to the IMD Business and any other businesses of the LBHI Entities receiving such services that were not acquired by Nomura under the Nomura Purchase Agreement (each such business, a “Retained LBHI Business”), and (ii) LBHI shall provide, or cause to be provided, to the Nomura Entities those services that were being provided by an LBHI Entity or a vendor thereof prior to the date of the Nomura Purchase Agreement to LBHI Entities which are transferring assets to the Purchasers and which employed the Transferred Employees  prior to the date of the Nomura Purchase Agreement (the “Nomura-Acquired Business”) (the “LBHI Services” and collectively with the Nomura Services, the “Services”).  For the avoidance of doubt, neither the LBHI Services nor the Nomura Services shall include any of the BarCap Services.  The parties acknowledge and agree that any BarCap Services of which Nomura will be the Recipient shall be provided by virtue of an assignment of the BarCap TSA pursuant to Section 9.10 thereof, and any BarCap Services of which LBHI Entities will be the Recipient shall be provided by virtue of the BarCap TSA.  If, for any reason, Nomura is unable to provide any Nomura Service to the LBHI Entities pursuant to the terms of this Agreement, Nomura shall provide to the applicable LBHI Entity a substantially equivalent service (a “Nomura Substitute Service”) in accordance with the terms of this Agreement, which such service shall be considered a Nomura Service for purposes of this Agreement.  The scope of each Nomura Service shall be substantially the same as the scope of such services provided by

5

the applicable LBHI Entity to the applicable Retained LBHI Business in the ordinary course during the Benchmark Period (in each case, to the extent such Nomura Service was provided by Transferred Employees), and the use of each Nomura Service by an LBHI Entity shall include use by such LBHI Entity’s contractors in substantially the same manner as used by such contractors in the ordinary course, during the Benchmark Period.  If, for any reason, an LBHI Entity is unable to provide any LBHI Service to the Nomura Entities pursuant to the terms of this Agreement, LBHI shall provide to the applicable Nomura Entity a substantially equivalent service (an “LBHI Substitute Service”) in accordance with the terms of this Agreement, which such service shall be considered an LBHI Service for purposes of this Agreement.  The scope of each LBHI Service shall be substantially the same as the scope of such service provided by the applicable Retained LBHI Business to the applicable LBHI Entity in the ordinary course during the Benchmark Period, and the use of each LBHI Service by a Nomura Entity shall include use by such Nomura Entity’s contractors in substantially the same manner as used by such contractors in the ordinary course, during the Benchmark Period.  All Services shall be for the sole use and benefit of the respective Recipient, including any of such Recipient’s customers or clients of the type who received the use and benefit of the equivalent services in the ordinary course during the Benchmark Period; provided, however, that the Recipient agrees that it shall not re-market or act as a service provider with respect to any of the Services hereunder to a third party.

(b)           Each Service shall include, and the Service Charges reflect charges for, such maintenance, support, error correction, updates and enhancements normally and customarily provided by (i) the LBHI Entities which are transferring assets to the Purchasers and which employed the Transferred Employees to the other LBHI Entities that received such service prior to the date of the Nomura Purchase Agreement; and (ii) those other LBHI Entities that provided such services prior to the date of the Nomura Purchase Agreement to the LBHI Entities which are transferring assets to the Purchasers and which employed the Transferred Employees.  Each Service shall include all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by the relevant Provider that are not specifically described in this Agreement as a part of such Service, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, such Service or are otherwise necessary for such Provider to provide, or the Recipient to receive, such Service.

(c)           Throughout the term of this Agreement, (i) each Provider and each Recipient of any Service shall cooperate with one another and use their good faith and commercially reasonable efforts to effect the efficient, timely and seamless provision and receipt of such Service and (ii) the Recipient shall use its good faith and commercially reasonable efforts to transition away and wind down its use of the Services.

(d)           This Agreement shall not assign any rights to Technology or Intellectual Property between the parties hereto.

(e)           Notwithstanding anything to the contrary herein, for the avoidance of doubt, Lehman Brothers Holdings plc, Lehman Brothers Limited, LB UK RE Holdings Limited and Lehman Brothers International (Europe) shall not be deemed LBHI Entities hereunder.

6

Section 2.02           Conversion Services.

(a)           During the term of this Agreement, the parties shall provide, or cause to be provided, the following information and support to the other party, as applicable, which support shall be included within the Services described herein or in the Schedules hereto:

(i)            current and reasonably available historical data owned by the Provider and related to the Services and predecessor services thereto as reasonably required by the relevant Recipient in connection with the conduct of the Nomura-Acquired Business (in the case of Nomura) or the Retained LBHI Business (in the case of the LBHI Entities) or for litigation or regulatory purposes, in a manner and within a time period as mutually agreed by the parties; and

(ii)           on commercially reasonable terms, which will be added to the Service Charges, the services of the employees and contractors of the relevant Provider whose assistance, expertise or presence is necessary to assist the Recipient’s transition team in establishing a fully functioning stand-alone environment (it being understood that the services of employees and contractors pursuant to this clause (ii) are not intended to be a substitute for the services of its own employees and third party consultants and advisors to be engaged by the relevant Recipient in connection with such transition or similar services, but instead to facilitate coordination with such individuals).

Section 2.03           Transition Services Managers.

(a)           Nomura shall appoint an individual, by giving written notice thereof to LBHI within three (3) Business Days following the date hereof, to act as its initial services manager (the “Nomura Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Nomura Services and have authority to act on Nomura’s behalf with respect to matters relating to this Agreement.  The Nomura Services Manager will work with the personnel of Nomura to periodically address issues and matters raised by LBHI relating to this Agreement.  Notwithstanding the requirements of Section 9.05, all communications from LBHI to Nomura pursuant to this Agreement regarding routine matters involving the Nomura Services shall be made through the Nomura Services Manager, or such other individual as specified by the Nomura Services Manager in writing and delivered to LBHI by email or facsimile transmission with receipt confirmed.  Nomura shall reasonably promptly notify LBHI of the appointment of a different Nomura Services Manager, if necessary, in accordance with Section 9.05.

(b)           LBHI shall appoint an individual, by giving written notice thereof to Nomura within three (3) Business Days following the date hereof, to act as its initial services manager (the “LBHI Services Manager”), who will be directly responsible for coordinating and managing the delivery of the LBHI Services and have authority to act on LBHI’s behalf with respect to matters relating to this Agreement.  The LBHI Services Manager will work with the personnel of LBHI to periodically address issues and matters raised by Nomura relating to this Agreement.  Notwithstanding the requirements of Section 9.05, all communications from Nomura to LBHI pursuant to this Agreement regarding routine matters involving the Services shall be made through the LBHI Services Manager, or such other individual as specified by the

7

LBHI Services Manager in writing and delivered to Nomura by email or facsimile transmission with receipt confirmed.  LBHI shall reasonably promptly notify Nomura of the appointment of a different LBHI Services Manager, if necessary, in accordance with Section 9.05.

Section 2.04           Personnel; Authorized Signatories.  The Provider will have the right, in its sole discretion, to (i) designate which personnel or third party service providers it will assign to perform Services, and (ii) remove and replace such personnel or third party service providers at any time.

Section 2.05           Performance and Receipt of Services.  The following provisions shall apply to the Services:

(a)           Security and Privacy.  Each Provider and Recipient shall at all times comply with its own then in-force security guidelines and policies applicable to the performance, access and/or use of the Services and Information Systems.  Where a Provider or Recipient receives access to the other party’s Information Systems, then it shall also comply with such other party’s security guidelines and policies.  The parties acknowledge that historically the Services governed by this Agreement have been rendered within a single group of related entities and a shared security environment, and that in order for Services to be rendered among and between the Nomura Entities and the LBHI Entities as unrelated entities additional systems, procedures, guidelines and policies may need to be established to render the Services in compliance with Law, regulation, and applicable privacy and security policies.  Each of the LBHI Entities and the Nomura Entities shall use its reasonable efforts to establish such additional systems, procedures, guidelines and policies in a manner that will not disrupt the rendering of Services or the LBHI Retained Businesses or the Nomura-Acquired Business, respectively.  Recipient shall bear all of its own costs and expenses in connection with such an effort; Provider’s costs and expenses in connection with such an effort will be included in the Service Charges to the extent directly related to providing the Services.

(b)           No Viruses.  Each of LBHI and Nomura shall take commercially reasonable measures to ensure that no Viruses or similar items are coded or introduced into the Services or Information Systems.  If a Virus is found to have been introduced into the Services or Information Systems, the parties hereto shall use their commercially reasonable efforts to cooperate and to diligently work together to eliminate the effects of such Virus.

(c)           Reasonable Care.  Each Provider and Recipient shall exercise reasonable care in providing and receiving the Services to (i) prevent access to the Services or Information Systems by unauthorized Persons and (ii) not damage, disrupt or interrupt the Services or Information Systems.

Section 2.06           Termination Services.  Each Provider shall reasonably cooperate with the Recipient of each Service, upon request and on commercially reasonable terms (which will be added to the Service Charges), to facilitate such Recipient’s transition to provision of such services by a replacement provider or by its own employees.

Section 2.07           Superseding Provisions.  Notwithstanding anything to the contrary contained in this Agreement:

8

(a)           no Provider shall be required hereunder to take any action (including by providing any Services) that would constitute, or that the Provider reasonably believes would constitute, (i) a violation of applicable Law, including any requirement of any Governmental Body, (ii) a breach of such Provider’s contractual obligations or (iii) any other violation of a third party’s rights; provided that in each of the foregoing circumstances the Provider shall use reasonable efforts to work around the impediment and endeavor to provide Services in a manner that does not violate Law, contractual obligations or third party rights;

(b)           no Provider shall be required hereunder to fund the Services or otherwise provide financial support, benefits or other consideration on the Recipient’s behalf to third parties, or to take custody of, settle, clear or handle securities, in connection with the Services, and the obligation to perform any Service involving funds shall be subject to the Recipient having previously made such funds available to the Provider specifically for such purpose;

(c)           any obligation to provide Services or otherwise undertake activities hereunder shall be limited to the party’s use of good faith and commercially reasonable efforts; and

(d)           the Provider shall not be responsible for any failure to provide Services hereunder to the extent arising from (i) the Recipient’s operations or systems or otherwise by the acts or omissions of the Recipient or individuals acting on its behalf, (ii) a third party’s failure to provide such Services or (iii) the failure of Recipient or its Affiliates to provide Services to Provider.

ARTICLE 3

ADDITIONAL AGREEMENTS AND ARRANGEMENTS

Section 3.01           Computer-Based Resources.  Commencing on the Completion, and for ninety (90) days thereafter, each party (the “Accessing Party”) shall continue to have access to the Information Systems of the other party (the “Providing Party”), to the extent such access to such Information Systems was available to the Accessing Party (or, in the case of Nomura, was available to the LBHI Entities which are transferring assets to the Purchasers and which employed the Transferred Employees prior to the date of the Nomura Purchase Agreement) immediately prior to the Completion and remains necessary for the Accessing Party to operate its business; provided, that (a) the Nomura Entities may take reasonable measures to restrict access by the LBHI Entities to any systems or data unrelated to the Retained LBHI Business to which the LBHI Entities are not entitled to access, (b) the LBHI Entities may take reasonable measures to restrict access by the Nomura Entities, to any systems or data unrelated to the Nomura-Acquired Business to which the Nomura Entities are not entitled to access, and (c) such continued access shall be subject to the Accessing Party complying with all reasonable security measures implemented by the Providing Party as deemed necessary by such Providing Party to protect its Information Systems.  Commencing no later than ten (10) Business Days after the Completion, representatives of Nomura and LBHI with authority in the area of Information Systems (the “IT Committee”) shall meet at such reasonable time, place and manner as they may agree, to develop a plan for migrating from the Information System infrastructure as deployed as of the Completion, to a final Information Systems infrastructure satisfactory to both Nomura and

9

LBHI (the “IT Migration Plan”).  The parties shall use reasonable efforts to enter into an IT Migration Plan no later than one month after the Completion and shall include, among other provisions, a time line for completing the migration of Information Services and a final migration deadline after which neither Nomura nor any LBHI Entity shall have access to all or any part of the Information Systems of the other party, except to the extent reasonably necessary for the receipt of the Services (subject to the accessing party complying with all reasonable security measures implemented by the providing party as deemed necessary by such providing party to protect its Information Systems), or as otherwise agreed in a separate agreement.  When finalized in writing and executed by the authorized representatives of Nomura and the LBHI Entities, the IT Migration Plan shall be deemed to be incorporated into this Agreement as an amendment and addition hereto.

Section 3.02           Intentionally left. blank

Section 3.03           Intentionally left blank.

Section 3.04           Access.  Nomura or LBHI, as the case may be, will allow the relevant Provider and its Representatives reasonable access to the facilities and personnel of the relevant Recipient, and shall provide such other reasonable cooperation and assistance, at the Recipient’s cost, necessary for the performance of the Services for the Provider to fulfill its obligations under this Agreement.

Section 3.05           Schedules.  The parties acknowledge and agree that the Services contemplated to be provided hereunder are not enumerated, defined or described in detail.  For purposes of illustration, the Services may include (or include aspects of) operational, financial, corporate, human resources, information technology and other services.  The parties shall cooperate in good faith to create Schedules to this Agreement, within thirty days following the Completion, that will contain a specific list of certain of the Services to be provided pursuant hereto, including, with respect to the IMD Business, potential additional specificity on the pricing model.  For the avoidance of doubt, but subject to Section 3.07, none of the Services shall require the relevant Provider to provide the legal services of any attorney to the Recipient in connection with any such Service (unless otherwise agreed in writing by the parties hereto).

Section 3.06           Intentionally left blank.

Section 3.07           Further Access.

(a)           For a period of two years after the Completion, the Nomura Entities shall provide, or use reasonable efforts to cause to be provided to, the LBHI Entities at no charge (other than Nomura’s out-of-pocket costs and expenses including contractor fees) with reasonable access to all individuals who were employees or contractors of the LBHI Entities prior to the Completion (and are employees or contractors of the Nomura Entities at the time of requested access), and who have material knowledge about the Retained LBHI Businesses or liabilities that were excluded pursuant to the Nomura Purchase Agreement, and Nomura shall use reasonable efforts to provide such individuals’ cooperation therewith. As part of the foregoing, for a period of ninety (90) days after Completion, (i) such employees shall provide reasonably necessary assistance to the LBHI Entities in the unwinding of the Retained LBHI Business and

10

(ii) such employees that are attorneys shall provide reasonably necessary legal services in the unwinding of the Retained LBHI Business (which legal services shall include but not be limited to legal services with respect to regulatory matters), provided that such assistance in (i) and (ii) shall be deemed Services as to which the Service Charges apply and in all instances shall be subject to any confidentiality, professional or ethical obligations or restrictions (including without limitation any potential conflicts).

(b)           For a period of two years after the Completion, the LBHI Entities shall provide, or use reasonable efforts to cause to be provided to, the Nomura Entities at no charge (other than LBHI’s out-of-pocket costs and expenses including contractor fees) with reasonable access to all individuals who were employees or contractors of the LBHI Entities prior to the Completion (and are employees or contractors of the LBHI Entities at the time of requested access), and who have material knowledge about the Nomura-Acquired Business or the Services to be provided by the Nomura Entities, and LBHI shall use reasonable efforts to provide such individuals’ cooperation therewith.

(c)           The parties recognize and understand that there will be substantial efforts in the period following the Completion in the integration of the Transferred Employees and the Transferred Assets into Nomura’s operations and the operation of the Nomura-Acquired Business, and the continuing efforts of LBHI to divest the remaining assets and wind down the Retained LBHI Business while maintaining the continuity thereof.  As such, the parties will work together to reasonably accommodate each other in such efforts while balancing Nomura’s needs for integration and operation with LBHI’s needs for information and support.

Section 3.08           Intentionally left blank.

Section 3.09           Notices.  If any of the LBHI Entities receive any notices related to the Nomura-Acquired Business it shall promptly forward them to Nomura and if any of the Nomura Entities receive any notices related to the Retained LBHI Businesses it shall promptly forward them to LBHI.

Section 3.10           Intentionally left blank.

Section 3.11           Access to Books and Records.  (a) The Nomura Entities shall provide the LBHI Entities reasonable access to books and records acquired as part of the Transferred Assets that are related and material to the Retained LBHI Business (to the extent such books and records are in a Nomura Entity’s possession at the time of requested access); and (b) the LBHI Entities shall provide  the Nomura Entities reasonable access to books and records that are related and material to the Nomura-Acquired Business (to the extent such books and records are in an LBHI Entity’s possession at the time of requested access).

11

ARTICLE 4

COSTS AND DISBURSEMENTS; PAYMENTS

Section 4.01Costs and Disbursements; Payments.

(a)Any Service to be provided by any Provider hereunder shall be charged to the Recipient thereof as follows (such charges, the “Service Charges”):

(i)until the date that is nine (9) months after the Completion, at a cost equal to the Provider’s fully-loaded costs and expenses for providing such Service (including in such fully-loaded costs and expenses (x) an allocation for overhead costs to the extent directly related to providing the Services, (y) the amount of the actual payments made by the Provider to third-party providers for providing Services, and (z) associated overhead costs relating to the Services provided by such third-party providers) (“Provider’s Cost”), but without any markup for profit margin; and

(ii)on and after the date that is nine (9) months after the Completion (including during any extension of the term of this Agreement), at a cost equal to Provider’s Cost plus 15% of Provider’s Cost.

Service Charges shall include value-added taxes and all other taxes payable in respect of the provision of the Services other than taxes imposed on the net income of the Provider.  If LBHI or Nomura (as applicable) is required, by Law or to otherwise avoid legal penalties under Law, to pay, directly or indirectly, to an Affiliate any transfer pricing markup or equivalent cost in order to deliver a Service, then such transfer pricing markup or cost shall be included in the relevant Service Charges, unless such mark-up or cost is subsequently recoverable by LBHI or Nomura (as applicable).

For the avoidance of doubt, Service Charges shall not include any amounts owed by a party (whether to third parties or Affiliates) prior to the Completion.

For the avoidance of doubt, Service Charges may increase or decrease, including, as a result of (i) an increase or decrease in the amount of such Services being provided to the Recipient (as compared to the amount of the Services underlying the determination of a Service Charge), (ii) an increase or decrease in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services (as compared to the rates or charges underlying a Service Charge), (iii) an increase or decrease in the payroll or benefits for any employees used by the Provider in providing the Services, or (iv) any increase or decrease in costs relating to any changes requested by the Recipient in the nature of the Services provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment).

(b)The Provider shall deliver an invoice to the Recipient on a monthly basis (or, at the option of the Provider, at such other frequency as is consistent with the basis on which the Service Charges are determined and, if applicable, charged to Affiliates of the Provider) in arrears for the Service Charges due to the Provider under this Agreement.  The Recipient shall pay the amount of such invoice by wire transfer or check to the Provider within thirty (30) days

12

of the date of such invoice as instructed by the Provider; provided that to the extent consistent with past practice with respect to Services rendered outside the United States, payments may be made in local currency.  If the Recipient fails to pay such amount by such date, the Recipient shall be obligated to pay to the Provider, in addition to the amount due, interest at an interest rate of 1-1/2% per month over the Prime Rate, compounded monthly, accruing from the date the payment was due through the date of actual payment.  As soon as practicable after receipt of any reasonable written request by the Recipient, the Provider shall provide the Recipient with data and documentation reasonably satisfactory to the Recipient supporting the calculation of a particular Service Charge for the purpose of verifying the accuracy of such calculation.  If, after reviewing such data and documentation, the Recipient disputes the Provider’s calculation of any amount due to the Provider, then the dispute shall be resolved pursuant to Section 7.01.

Section 4.02No Right to Set-Off.  The Recipient shall pay the full amount of costs and disbursements incurred under this Agreement, and shall not set-off, counterclaim or otherwise withhold any other amount owed to the Provider on account of any obligation owed by the Provider to the Recipient.

ARTICLE 5

STANDARD FOR SERVICE; COMPLIANCE WITH LAWS

Section 5.01Standard for Service.  Subject to the terms and conditions of this Agreement, the Provider agrees to perform the Services such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which the substantially same services were performed by or on behalf of the Provider prior to the Completion in the ordinary course of business during the Benchmark Period; provided, however, that notwithstanding the foregoing, the Provider shall have no liability hereunder for any Losses incurred by the Recipient except to the extent arising from Provider’s gross negligence or willful misconduct (and in any case subject to the limitations set forth in Article 6).

Section 5.02Disclaimer of Warranties.  Except as expressly set forth herein, the parties hereto acknowledge and agree that the Services are provided as-is, that the applicable Recipient assumes all risks and liabilities arising from or relating to its use of and reliance upon the Services and each Provider makes no representation or warranty with respect thereto.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE.

13

ARTICLE 6

INDEMNIFICATION; LIMITATION ON LIABILITY

Section 6.01Indemnification of Each Provider by the Relevant Recipient.  Subject to the limitations set forth in this Article 6, each Recipient shall indemnify and hold harmless each relevant Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”) from and against any and all loss, liability, claim, damage or expense (including legal fees and expenses) (“Losses”) to the extent owed to third parties, and reimburse each relevant Provider Indemnified Party for all expenses as they are incurred, whether or not in connection with pending litigation and whether or not any Provider Indemnified Party is a party, arising out of any claim by a third party to the extent caused by, resulting from or in connection with any of the Services rendered or to be rendered by or on behalf of such Provider pursuant to this Agreement, the transactions contemplated by this Agreement or such Provider’s actions or inactions in connection with any such Services or transactions; provided that such Recipient shall not be responsible for any Losses of such Provider Indemnified Party to the extent that such Loss is caused by, results from, or arises out of or in connection with a Provider Indemnified Party’s gross negligence or willful misconduct in connection with any such Services or transactions, actions or inactions related thereto.

Section 6.02Limited Liability of a Provider.  Notwithstanding Article 5 or anything else to the contrary contained herein, no Provider Indemnified Party shall have any liability in contract, tort or otherwise, for or in connection with any Services rendered or to be rendered by any Provider Indemnified Party pursuant to this Agreement, the transactions contemplated by this Agreement or any Provider Indemnified Party’s actions or inactions in connection with any such Services or transactions, to any Recipient Indemnified Party, except  to the extent that any such Recipient Indemnified Party suffers a Loss that results from such Provider Indemnified Party’s gross negligence or willful misconduct in connection with any such Services or transactions, actions or inactions related thereto.

Section 6.03Limited Liability of a Recipient.  Notwithstanding Article 5 or anything else to the contrary contained herein, no Recipient shall have any liability in contract, tort or otherwise, for or in connection with the transactions contemplated by this Agreement or such Recipient’s actions or inactions in connection with any Services or transactions, to any Provider, except (a) to the extent that any such Provider suffers a Loss that results from such Recipient’s gross negligence or willful misconduct in connection with any such transactions, actions or inactions related thereto or (b) to the extent owed pursuant to Recipient’s indemnification obligations in Section 6.01.

Section 6.04Additional Limitation on Liability.

(a)Notwithstanding any other provision contained in this Agreement, no Provider Indemnified Party shall be liable for any exemplary, special, indirect, punitive, incidental or consequential losses, damages or expenses, including any damages due to business interruption or loss of profits.

14

(b)Except for the indemnification obligations set forth in Section 6.01, the aggregate liability and indemnification of each of Nomura and LBHI (or their respective assignees in accordance with Section 9.10) with respect to this Agreement shall not exceed, in the aggregate, the aggregate amount of Service Charges paid hereunder to Nomura or LBHI (or such respective assignees), as the case may be.

Section 6.05Liability for Payment Obligations.  Nothing in this Article 6 shall be deemed to eliminate or limit, in any respect, a party’s express obligation in this Agreement to pay or reimburse, as applicable, for (i) Termination Charges, (ii) Service Charges for Services rendered in accordance with this Agreement, (iii) amounts in respect of conversion services provided pursuant to Section 2.02, or (iv) other costs and expenses to the extent expressly provided herein.

Section 6.06Obligations Several and Not Joint.  As between a Recipient and a permitted third-party assignee of the Recipient, the obligations of each such party under this Agreement shall be several and not joint.

Section 6.07THE DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  THE PROVIDER WOULD NOT BE ABLE OR WILLING TO PROVIDE THE SERVICES WITHOUT THE PROTECTIONS PROVIDED TO PROVIDER PURSUANT TO SUCH PROVISIONS.  IF ANY APPLICABLE COURT HOLDS ANY DISCLAIMER, LIMITATION OF LIABILITY OR ALLOCATION OF RISK CONTAINED IN THIS SECTION TO BE UNENFORCEABLE, THEN A PARTY’S LABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

ARTICLE 7

DISPUTE RESOLUTION

Section 7.01Dispute Resolution.

(a)In the event of any dispute, controversy or claim arising out of or relating to the transactions contemplated by this Agreement, or the validity, interpretation, breach or termination of any provision of this Agreement, or calculation or allocation of the costs of any Service, including claims seeking redress or asserting rights under any Law (each, a “Dispute”), the parties hereto agree that the Nomura Services Manager and LBHI Services Manager (or such other Persons as Nomura and LBHI may designate) shall negotiate in good faith in an attempt to resolve such Dispute amicably.  If such Dispute has not been resolved to the mutual satisfaction of Nomura and LBHI within sixty (60) days after the initial notice of the Dispute (or such longer period as such parties may agree), then, a senior executive on behalf of Nomura and a senior executive on behalf of LBHI shall negotiate in good faith in an attempt to resolve such Dispute amicably for an additional twenty (20) days (or such longer period as such parties may agree).  If such Dispute has not been finally resolved at the end of such twenty-day period, then either party may pursue remedies in accordance with Section 9.11.  Notwithstanding the foregoing, a

15

Provider shall have no obligation to comply with this Section 7.01(a) before exercising any rights or remedies it may have under this Agreement.

(b)In any Dispute regarding the amount of a Service Charge, if after such Dispute is finally adjudicated pursuant to the dispute resolution and/or judicial process set forth in Section 7.01(a) or Section 9.11, it is determined that the Service Charge that the Provider has invoiced the Recipient, and that the Recipient has paid to the Provider, is greater or less than the amount that the Service Charge should have been, then (i) if it is determined that the Recipient has overpaid the Service Charge, the Provider shall within five (5) Business Days after such determination reimburse the Recipient an amount of cash equal to such overpayment, plus 1-1/2% per month over the Prime Rate, compounded monthly, accruing from the date of payment by the Recipient to the time of reimbursement by the Provider and (ii) if it is determined that the Recipient has underpaid the Service Charge, the Recipient shall within five (5) Business Days after such determination reimburse the Provider an amount of cash equal to such underpayment, plus
1-1/2% per month over the Prime Rate, compounded monthly, accruing from the date such payment originally should have been made by the Recipient to the time of reimbursement by the Recipient.

ARTICLE 8

TERMINATION

Section 8.01Termination.

(a)This Agreement shall come into effect with respect to the Services in relation to a particular LBHI Entity upon the completion of the sale of the transferred assets of such LBHI Entity under the Nomura Purchase Agreement and shall terminate as to any particular Service upon the earliest to occur of (i) the first date on which the applicable party has no further need to have such Service provided by the applicable Provider or (ii) the mutual written agreement of the parties to terminate this Agreement in its entirety or (iii) as further set out below.  All Services shall terminate no later than the earliest of (x) eighteen (18) months following the Completion and (y) twelve (12) months from the closing date of the sale of the Retained LBHI Business or portion of the Nomura-Acquired Business, as applicable, to which such Service relates or from which the Service is provided and (z) such date as Recipient has developed an alternative source of such Services; provided, that if there is no third party vendor or service provider that can reasonably provide a comparable Service, and the absence of such Service would cause a material adverse effect on the value of the relevant underlying business operations or assets, then, upon written notice from Recipient at least sixty (60) days prior to the twelve month anniversary of the Completion, such services shall be extended until the earliest of: (1) thirty (30) months following the Completion; (2) twenty-four (24) months from the closing date of the sale of the Retained LBHI Business or portion of the Nomura-Acquired Business, as applicable, to which such Service relates or from which the Service is provided and (3) such date as Recipient has developed an alternative source of such Services.  This Agreement shall terminate once the provision of Services hereunder has terminated, and, for the avoidance of doubt, this Agreement shall terminate at the end of the time periods set forth above, provided that any provision of this Agreement which is expressly stated to survive termination of this Agreement shall continue notwithstanding the expiry of the Services.

16

(b)The Retained LBHI Businesses will use reasonable efforts to alter their operations to minimize or eliminate the need for Nomura Services (including by obtaining replacement services from a third party provider) as promptly as reasonably practicable as they wind down their operations or dispose of them to a third party. In addition, (i) a Recipient may from time to time terminate this Agreement with respect to any particular Service, in whole but not in part (1) for any reason or no reason upon providing at least thirty (30) days prior written notice to the Provider of such termination, subject to the obligation to pay Termination Charges, as provided for under Section 8.02, (2) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient, or (3) immediately upon mutual written agreement of the parties hereto, and (ii) a Provider may terminate this Agreement with respect to one or more Services, in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Service or Services, and such failure shall be continued uncured for a period of thirty (30) days after receipt by the Recipient of a written notice of such failure from the Provider.  In the event that the effective date of the termination of any particular Service is a day other than at the end of a billing period, the Service Charge associated with such Service shall be pro-rated appropriately.

(c)A Recipient may from time to time request a reduction in part of the scope or amount of any particular Service.  If requested to do so by Recipient, the Provider agrees to discuss in good faith appropriate reductions to the relevant Service Charges in light of all relevant factors including the costs and benefits to the Provider of any such reductions.  In the event that any particular Service is reduced other than at the end of a billing period, the Service Charge associated with such Service for the billing period in which such Service is reduced shall be pro-rated appropriately. Without limiting Section 8.01(a), the IMD Entities may request termination of any particular Service with respect to them upon six (6) months’ prior written notice in which case such Service will be terminated and charges for such Service will cease accruing at the end of such six (6) month period.

(d)The Recipient may terminate this Agreement upon the occurrence of a Force Majeure event pursuant to Section 8.04 below that materially disrupts the provision of Services, and Provider’s failure to fully restore such Services within 90 days, and the Provider’s further failure to fully restore such Services 30 days after its receipt of written notice of Recipient’s intention to so terminate pursuant to this Section 8.01(d) sent after the expiration of the initial 90-day period.

(e)The parties agree to discuss in good faith implementing reasonable measures to address situations that may arise after the date of this Agreement in which Recipient requires an extension of the provision of one or more Services beyond the term provided for herein or Provider requires relief from the provision of one or more Services because such Services are unduly burdensome or inconsistent with the strategic and operational objectives of Provider.

Section 8.02Effect of Termination.  Upon termination of any particular Service pursuant to this Agreement, the Provider of the terminated Service will have no further obligation to provide the terminated Service, and the relevant Recipient will have no obligation

17

to pay any future Service Charges relating to any such Service; provided, however, that the Recipient shall remain obligated to the relevant Provider for (i) the Service Charges owed and payable in respect of Services provided prior to the effective date of termination and (ii) any Termination Charges.  Upon termination of any particular Service pursuant to this Agreement, the relevant Provider shall reduce for the next billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated service to the extent the same are not required to provide other Services to the Recipient), and, upon request of the Recipient, the Provider shall provide the Recipient with documentation and/or information regarding the calculation of the amount of the reduction.

Section 8.03Survival.  In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article 1, Article 6 (including liability in respect of any indemnifiable Losses under this Agreement arising or occurring on or prior to the date of termination), Article 7, Article 8, Article 9, all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Termination Charges shall continue to survive indefinitely.

Section 8.04Force Majeure.  No party hereto (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that (i) such party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations and (ii) the nature, quality and standard of care that the Provider shall provide in delivering a Service after a Force Majeure shall be substantially the same  as the nature, quality and standard of care that the Provider provides to its Affiliates and its other business components with respect to such Service.  In the event of an occurrence of a Force Majeure, the party hereto whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause.

ARTICLE 9

GENERAL PROVISIONS

Section 9.01Independent Contractors.  In providing the Services hereunder, the Provider shall act solely as independent contractor and nothing in this Agreement shall constitute or be construed to be or create a partnership, joint venture, or principal/agent relationship between the Provider, on the one hand, and the Recipient, on the other.  All Persons employed by the Provider in the performance of its obligations under this Agreement shall be the sole responsibility of the Provider.

Section 9.02Subcontractors.  Any Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided that such

18

Provider shall in all cases remain responsible for all its obligations under this Agreement.  Under no circumstances shall any Recipient be responsible for making any payments directly to any subcontractor engaged by a Provider.

Section 9.03Books and Records.  All books, records and data maintained by a Provider for a Recipient with respect to the provision of a Service to such Recipient shall be the exclusive property of such Recipient.  The Recipient, at its sole cost and expense, shall have the right to inspect, and make copies of, any such books, records and data during regular business hours upon reasonable advance notice to the Provider.  At the sole cost and expense of the Recipient, upon termination of the provision of any Service, the relevant books, records and data relating to such terminated Service shall be delivered by the Provider to the Recipient in a mutually agreed upon format to the address of the Recipient set forth in Section 9.05 or any other mutually agreed upon location; provided, however, that the Provider shall be entitled to retain one copy of all such books, records and data relating to such terminated Service for archival purposes and for purposes of responding to any dispute that may arise with respect thereto.

Section 9.04Treatment of Confidential Information.

(a)The parties hereto shall not, and shall cause all other Persons providing Services or having access to information of the other party that is known to such Person as confidential or proprietary (“Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other party; provided, however, that each party may disclose Confidential Information of the other party, to the extent permitted by applicable Law (i) to its Representatives on a need-to-know basis in connection with the performance of such party’s obligations under this Agreement, (ii) in any report, statement, testimony or other submission required to be made to any Governmental Body having jurisdiction over the disclosing party, or (iii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing party in the course of any litigation, investigation or administrative proceeding.  In the event that a party hereto becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other party, such disclosing party shall provide the other party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other party (at such other party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege.  In the event that such protective order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its reasonable best efforts (at such other party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

(b)Each party hereto shall, and shall cause its Representatives to protect the Confidential Information of the other parties by using the same degree of care to prevent the unauthorized disclosure of such as the party uses to protect its own confidential information of a like nature.

19

(c)Each party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of the Services hereunder.

Section 9.05Notices.  Except with respect to routine communications by the Nomura Services Manager and LBHI Services Manager under Section 2.03, all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.05):

(a)	if to Nomura:
	Nomura Holdings Inc.
	c/o Nomura International plc
	Nomura House
	1 St. Martin’s-le-Grand
	London EC1A 4NP
	Attention: General Counsel and Company Secretary
	Facsimile: (44 20) 7521 2121
	with a copy to:
	Freshfields Bruckhaus Deringer
	11th Floor
	Two Exchange Square
	Hong Kong
	Attention: Robert Ashworth
	Facsimile: (852) 2810 6192
(b)	if to LBHI:
	Lehman Brothers Holdings Inc.
	745 Seventh Avenue
	New York, NY 10019
	Attention: William B. Gordon
	Facsimile: 646-758-4226

20

with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Jeffrey Osterman

Facsimile: (212) 310-8007

Section 9.06Regulatory Approval and Compliance.  Each party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement; provided, however, that each of Nomura and LBHI shall, subject to reimbursement of out-of-pocket expenses by the requesting party, cooperate and provide one another with all reasonably requested assistance (including the execution of documents and the provision of relevant information) required by the requesting party to ensure compliance with all applicable Laws in connection with any regulatory action, requirement, inquiry or examination related to this Agreement or the Services.

Section 9.07Further Assurances.  Each party hereto covenants and agrees that, without any additional consideration, it shall execute and deliver any further legal instruments and perform any acts that are or may become reasonably necessary to effectuate this Agreement.

Section 9.08Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of such parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement can be consummated as originally contemplated to the greatest extent possible.

Section 9.09Entire Agreement.  Except as otherwise expressly provided in this Agreement, the Nomura Purchase Agreement and this Agreement constitute the entire agreement of the parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the parties hereto with respect to the subject matter of this Agreement.

Section 9.10Assignment; Third-Party Beneficiaries.

(a)This Agreement shall not be assigned or sublicensed by operation of Law or otherwise without the prior written consent of the parties hereto; provided, however, that, subject to Section 9.10(b):

(i)the LBHI Entities shall have a right to assign or sublicense their rights and obligations hereunder, in whole or in part, (A) with respect to the IMD Entities (as of the date hereof) to one or more related purchasers (in a single transaction or a series of related

21

transactions) of (x) any or all of the IMD Business or (y) any or all of the assets of, or entities that conduct, the IMD Business, (B) with respect to any other acquirors of the Retained LBHI Business, if the absence of such Service would cause a material adverse effect on the value of the underlying business operations or assets, and (C) with respect to any of their Affiliates, Subsidiaries or purchasers of their business (including to any liquidators or provisional liquidators of any LBHI Entities) solely for use by such Affiliate, Subsidiary or purchaser in connection with the winding up of such business, and

(ii)the Nomura Entities may assign their rights and obligations hereunder, in whole or in part, (A) with respect to any acquirors of the Nomura-Acquired Business, if the absence of such Service would cause a material adverse effect on the value of the underlying business operations or assets, and (B) to a single purchaser (in a single transaction or a series of related transactions) of (x) any or all of the Nomura-Acquired Business or (y) any or all of the assets of, or entities that conduct, the Nomura-Acquired Business.

(b)Notwithstanding anything to the contrary, the total number of parties to which each of the LBHI Entities, on one hand, and the Nomura Entities, on the other hand, may assign their rights and obligations pursuant to Section 9.10(a) shall not exceed six (i.e., up to six separate assignments for each party to this Agreement); provided that the LBHI Entities shall have the right to assign their rights and obligations hereunder up to two additional parties provided that, notwithstanding Section 8.01(a), in the case of such two additional parties, the Services pursuant to those assigned rights shall terminate one (1) year after the Completion.  With respect to the sale of the following businesses – the IMD Business; the LBHI Entity private equity business; and the businesses conducted by the LBHI Entities in each of India and Europe - if there is an assignment hereunder to a single buyer of more than one of the foregoing businesses, then, solely for the purposes of this Section 9.10(b), such assignment shall count as separate assignment for each of such businesses.  For illustrative purposes, if there is an assignment hereunder to a single buyer for the India and Europe businesses, then it shall count as two assignments towards the total of six.  The parties agree to negotiate in good faith if either party requests the right to make additional assignments hereunder to a buyer of a part of such party’s business to which this Agreement relates if the absence of such Service would cause a material adverse effect to the underlying business operations or asset being sold.

(c)Any permitted assignee in accordance with this Section 9.10 shall be required to execute a counterpart to this Agreement, agreeing to be bound by the terms and conditions set forth herein.  Further, permitted assignees hereunder shall not themselves be permitted to assign any part of the rights or obligations assigned to them without the prior written consent of the non-assigning party.  Each party shall require any assignee or purchaser of any business or asset that had been providing (or had been used to provide) Services hereunder, the absence of which would cause a material adverse effect to the Recipient, to continue to provide Services to the Recipient pursuant to the terms and conditions of this Agreement as a condition to such assignment or purchase.  For the avoidance of doubt, a change of control of an entity shall be deemed an assignment hereunder.

(d)Except as provided in Article 6 with respect to Provider Indemnified Parties, this Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer

22

upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 9.11Governing Law; Submission to Jurisdiction.  (a) This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise, and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law principles that might lead to the application of the Laws of any other jurisdiction.

(b)Without limiting any party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 9.05 hereof; provided, however, that if the Bankruptcy Case has closed, the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute.  The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.  Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(c)Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 9.05.

Section 9.12Amendment.  No provision of this Agreement, including any Schedule hereto, may be amended, supplemented or modified except by a written instrument making specific reference hereto or thereto signed by all the parties to this Agreement.  No waiver by any party of any provision hereof shall be effective unless explicitly set forth in writing and executed by the party so waiving.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

Section 9.13Rules of Construction.  Interpretation of this Agreement shall be governed by the following rules of construction (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) references to the terms Article, Section, paragraph and Schedule are

23

references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified, (c) the terms “hereof,” “herein,” “hereby,” “hereto,” “hereunder” and derivative or similar words refer to this entire Agreement, including the Schedules hereto, (d) references to “$” shall mean U.S. dollars, (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified, (f) the word “or” shall not be exclusive, (g) references to “written” or “in writing” include in electronic form, (h) provisions shall apply, when appropriate, to successive events and transactions, (i) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (j) Nomura and LBHI have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening any such party by virtue of the authorship of any of the provisions in any of this Agreement, (k) a reference to any Person includes such Person’s successors and permitted assigns, (l) any reference to “days” means calendar days unless Business Days are expressly specified, and (m) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

Section 9.14Counterparts.  This Agreement may be executed in two or more counterparts, and by each party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 9.15Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  EACH SUCH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.15.

Section 9.16Enforcement.  The parties agree that irreparable damage may result, and that the parties may not have any adequate remedy at Law, if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached.  It is accordingly agreed that, notwithstanding the penultimate sentence of Section 7.01(a), if either party breaches its obligation to consummate the transactions contemplated by this Agreement, the non-breaching party shall be entitled to seek equitable relief, in addition to all other remedies available to the parties at Law or in equity as a

24

remedy for any such breach or threatened breach.  Such equitable remedies may be sought in any court referred to in Section 9.11(b).

Section 9.17Non-Recourse.  No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of either Nomura or LBHI or their respective Affiliates shall have any liability for any obligations or liabilities of Nomura or LBHI, respectively, under this Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

25

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

	LEHMAN BROTHERS HOLDINGS INC.
	By:	/s/ James P. Fogarty
		Name: James P. Fogarty
		Title: Executive Vice President
	NOMURA HOLDINGS INC.
	By:	/s/ Takumi Shibata
		Name:
		Title:
SIGNATURE PAGE TO
TRANSITION SERVICES AGREEMENT

26

EX-10.5

Exhibit 10.5

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Assignment and Assumption Agreement”) is made and entered into as of September     , 2008, by and between Nomura Holdings Inc. (on behalf of itself and the entities that are its Affiliates (as defined in the BarCap TSA) listed in Schedule 2 to the Nomura Purchase Agreement, as same may be amended or supplemented from time to time) (“Nomura” and each a “Purchaser”), and Lehman Brothers Holdings Inc., a Delaware corporation (“LBHI”).

WHEREAS, LBHI is a party to that certain Transition Services Agreement dated as of September 22, 2008 (the “BarCap TSA”), by and between LBHI and Barclays Capital Inc. (“BarCap”), pursuant to which, among other things, (i) BarCap agreed to provide, or cause to be provided, to LBHI (and its Affiliates as defined in the BarCap TSA as of the date thereof) (collectively, the “LBHI Entities”), certain services, use of facilities and other assistance on a transitional basis and (ii) LBHI agreed to provide, or cause to be provided, to BarCap (and its Affiliates as defined in the BarCap TSA as of the date thereof) certain services, use of facilities and other assistance on a transitional basis;

WHEREAS, Nomura is a party to that certain International Asset Sale Agreement dated as of September     , 2008 (the “Nomura Purchase Agreement”), by and among the HK Insolvency Officers, the Singapore Insolvency Officers, the Australian Insolvency Officers, the Sellers listed in Schedule 1 thereto (the “Sellers”) and the Purchasers listed in Schedule 2 thereto (the “Purchasers”), whereby the Sellers agreed to sell all of the Sale Assets and the Purchasers agreed to purchase all of the Sale Assets and make offers of employment to the Transferred Employees (which assets and employees, for the avoidance of doubt, do not include (i) the assets and employees of the IMD Business, as such term is defined in the BarCap TSA, nor (ii) the assets or employees of Lehman Brothers Holdings plc, Lehman Brothers Limited, LB UK RE Holdings Limited or Lehman Brothers International (Europe); nor (iii) any assets or employees of BarCap pursuant to the Asset Purchase Agreement, dated as of September 16, 2008, between LBHI, Lehman Brothers Inc., LB 745 LLC and BarCap (as amended and supplemented, and together with any other agreements executed among such parties, the “BarCap Purchase Agreement”));

WHEREAS, pursuant to Section 9.10(a)(i)(B) of the BarCap TSA, LBHI has the right to assign the LBHI Entities’  rights and obligations under the BarCap TSA, in whole or in part, to certain acquirers of the Retained LBHI Business (as such term is defined in the BarCap TSA), which, the parties agree for the purposes of this Assignment and Assumption Agreement, includes the Sale Assets and the Transferred Employees;

WHEREAS, for purposes of this Assignment and Assumption Agreement, each party agrees that the LBHI Entities shall be deemed to include the Sellers even if there is ambiguity regarding the fact that such Sellers could be construed as no longer being under the “control” of LBHI due to the appointment of liquidators or provisional liquidators; and

WHEREAS, the parties hereto desire to execute this Assignment and Assumption Agreement to evidence (i) the assignment from LBHI to the Purchasers of all rights, title and

1

interests under the BarCap TSA solely as such relate to the LBHI Entities which are transferring assets to the Purchasers and which employed the Transferred Employees prior to the date of the Nomura Purchase Agreement (the “Assigned Rights”, provided that, for the avoidance of doubt, the rights with respect to assets and liabilities that have not been transferred under the Nomura Purchase Agreement shall not be deemed part of the Assigned Rights), and (ii) the Purchasers’ assumption of the obligations under the BarCap TSA solely as such relate to the LBHI Entities which are transferring assets to the Purchasers and which employed the Transferred Employees prior to the date of the Nomura Purchase Agreement (the “Assumed Obligations”).

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Capitalized Terms.  Except as otherwise provided herein, all capitalized terms used and not defined herein (including the recitals hereto) shall have the respective meanings assigned to such terms in the Nomura Purchase Agreement.

2.Commencement.  This Assignment and Assumption Agreement shall be conditional upon execution of the Nomura Purchase Agreement, and shall come into effect with respect to the Assumed Obligations and Assigned Rights in relation to a particular LBHI Entity upon completion of the sale of the transferred assets or transfer of employees of such LBHI Entity under the Nomura Purchase Agreement; provided that the assignments hereunder shall constitute one single assignment for the purposes of Section 9.10(b) of the BarCap TSA, but that to the extent that an assignment for a particular LBHI Entity (x) takes place after 15 October 2008 or, if such assignment is deferred past such date due to pending regulatory or legal approvals, after 10 November 2008, or (y) involve businesses outside of Asia, Australia or the investment banking business in India, then such assignment shall count as a separate assignment for the purposes of Section 9.10(b) of the BarCap TSA.  For the avoidance of doubt, the LBHI Entities will require any assignee or purchaser of the non-investment banking businesses in India (including the service business, or the assets or employees thereof) to assume the obligation to continue to provide Services to the Recipient(s) (as such terms are defined in the BarCap TSA) pursuant to the terms and conditions of the BarCap TSA as a condition to such assignment or purchase.  LBHI further agrees to assign its rights under the Barcap TSA with respect to Services to such businesses to such assignee or purchaser, subject to and in accordance with the terms and conditions of the BarCap TSA, as a condition to such assignment or purchase.

3.Additional Purchasers.  The parties acknowledge that Nomura may, on or before Completion, nominate additional Purchasers under the Nomura Purchase Agreement that are Affiliates.  Nomura shall procure that each additional Purchaser executes an assignment and assumption agreement in substantially the same form as this Assignment and Assumption Agreement.  All Purchasers under the Nomura Purchase Agreement and their Affiliates shall together count as a single assignee for the purposes of this Assignment and Assumption Agreement and Section 9.10(b) of the BarCap TSA.

4.Assignment.  In accordance with and subject to the terms of the Nomura Purchase Agreement and the BarCap TSA, LBHI hereby conveys, transfers, assigns and delivers to the

2

Purchasers and their Affiliates (together counting as a single assignment for the purposes of section 9.10(b) of the BarCap TSA), all of the Assigned Rights.

5.Acceptance and Assumption.  In accordance with and subject to the terms of the Nomura Purchase Agreement and the BarCap TSA, the Purchasers hereby (i) accept the conveyance, transfer, assignment and delivery of the Assigned Rights, and (ii) expressly succeed to, are substituted for, and accept, assume and undertake to pay, perform and discharge all of the Assumed Obligations and each hereby covenants to BarCap their observance and performance of the same.

6.Acknowledgement.  Each party hereto acknowledges the assignment by LBHI of its rights and obligations under the BarCap TSA on the terms and conditions of this Assignment and Assumption Agreement.

7.No Third Party Beneficiaries.  Nothing in this Assignment and Assumption Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person other than the Purchasers, the LBHI Entities, and BarCap and their respective and permitted successors and assigns, any remedy or claim under or by reason of this Assignment and Assumption Agreement on any terms, covenants or condition hereof, and all the terms, covenants and conditions, promises and agreements in this Assignment and Assumption Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns.

8.No Modification or Amendment.  This Assignment and Assumption Agreement does not amend or otherwise modify or limit any of the provisions of the Nomura Purchase Agreement or the BarCap TSA (except to the extent of the clarifications of the counting of the number of assignments in section 2 of this Assignment and Assumption Agreement for the purposes of Section 9.10(b) of the BarCap TSA) or the BarCap Purchase Agreement, and (a) in the event of any conflict between the terms of the Nomura Purchase Agreement, and the terms hereof, the Nomura Purchase Agreement shall supersede and control this Assignment and Assumption Agreement in all respects as between the LBHI Entities and Nomura and (b) in the event of any conflict between the terms of the BarCap TSA and the BarCap Purchase Agreement, on one hand, and the terms hereof, on the other hand, the BarCap TSA and BarCap Purchase Agreement shall supersede and control this Assignment and Assumption Agreement in all respects.

9.Other Confirmations.

(a)LBHI and Nomura shall jointly cooperate with BarCap, using good faith and reasonable efforts, as may be reasonably requested for BarCap to provide or receive Services to or from either party, including where BarCap needs reasonable guidance on the scope of the Sale Assets and Transferred Employees as distinguished from those Retained LBHI Businesses that are not being acquired by the Purchasers, and including where there are interdependencies among LBHI and the Purchasers as relate to the provision or receipt of Services.

3

(b)Except as BarCap may otherwise agree, not to be unreasonably withheld, Nomura agrees to designate a single co-ordinator with overall responsibilities for the co-ordination of its service management and separation activities across the Asian jurisdictions including the investment banking business in India with a view to achieving an efficient and orderly business separation and to act as a central point of liaison for BarCap in relation to the performance of its obligations hereunder.

10.Miscellaneous.

(a)Headings.  The section headings used herein are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Assignment and Assumption Agreement.

(b)Governing Law & Jurisdiction.  This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws, and subject to Section 9.11 in the BarCap TSA with respect to jurisdiction.

(c)Counterparts.  This Assignment and Assumption Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(d)Amendments.  No amendment or modification of this Assignment and Assumption Agreement shall be effective unless it is set forth in writing and signed by each of the parties hereto.

(e)Notices.  Any notice, request or instruction to be given under or in connection with this Deed shall be in writing and shall be sent by mail, courier or telefax (in the case of telefax, a copy also to be sent by mail) to the addresses as follows:

if to LBHI or to BarCap:	As set out in section 9.05 (Notices) of the BarCap TSA.
if to Nomura:	Nomura Holdings Inc. c/o Nomura International plc Nomura House 1 St Martin’s-le-Grand London EC1A 4NP Fax: (44 20) 7521 2121
	Attention: General Counsel and Company Secretary

4

with a copy to [ ]

Each party may at any time change its address by giving notice to the other parties, as the case may be, in the manner described in section 9.05 of the BarCap TSA.

(f)Successors and Assigns.  This Assignment and Assumption Agreement is executed by, and shall be binding upon, the parties hereto and their respective successors and assigns for the uses and purposes above set forth and referred to, as of the date hereof, provided that the foregoing shall not be interpreted to contravene any limitations on assignment pursuant to the BarCap TSA.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

5

IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above.

		LEHMAN BROTHERS HOLDINGS INC.
		By:	/s/ James P. Fogarty
			Name: James P. Fogarty
			Title: Executive Vice President
		NOMURA HOLDINGS INC.
		By:	/s/ Takumi Shibata
			Name:
			Title:
Accepted and Agreed:
BARCLAYS CAPITAL INC.
By:	/s/ Gerard S. LaRocca
	Name: Gerard S. LaRocca
	Title: CEO

6