CALCULATION AGENCY AGREEMENT





     CALCULATION AGENCY AGREEMENT, dated as of February 5, 2002 (the

"Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman

Brothers Inc., as Calculation Agent.



     WHEREAS, the Company has authorized the issuance of $18,500,000 aggregate

principal amount of S&P 500(R) Index SUNS(R), Stock Upside Note Securities(R)

Due February 5, 2007 (the "Securities")*;



     WHEREAS, the Securities will be issued under an Indenture, dated as of

September 1, 1987, between the Company and Citibank, N.A., as Trustee (the

"Trustee"), as supplemented and amended by supplemental indentures dated as of

November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,

October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series

Indenture Provisions dated July 30, 1987, as amended November 16, 1987

(collectively, the "Indenture"); and



     WHEREAS, the Company requests the Calculation Agent to perform certain

services described herein in connection with the Securities;



     NOW THEREFORE, the Company and the Calculation Agent agree as follows:



         1. Appointment of Agent. The Company hereby appoints Lehman Brothers

Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such

appointment as the Company's agent for the purpose of performing the services

hereinafter described upon the terms and subject to the conditions hereinafter

mentioned.



         2. Calculations and Information Provided. In response to a request made

by the Trustee for a determination of the Maturity Payment Amount due at Stated

Maturity of the Securities, the Calculation Agent shall determine such Maturity

Payment Amount and notify the Trustee of its determination. The Calculation

Agent shall also be responsible for (a) the determination of the Maturity

Payment Amount, (b) whether adjustments to the Equity Return should be made, (c)

the Successor Index if publication of the Index is discontinued and (d) whether

a Market Disruption Event has occurred. The Calculation Agent shall notify the

Trustee of any such adjustment or any such Successor Index, or if a Market

Disruption Event has occurred. Annex A hereto sets forth the procedures the

Calculation Agent will use to determine the information described in this

Section 2.







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*    "Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's

     500," and "500" are trademarks of McGraw-Hill, Inc. and have been

     licensed for use by Lehman Brothers Holdings Inc. The notes, based on

     the performance of the S&P 500(R) Index, are not sponsored, endorsed,

     sold or promoted by Standard & Poor's and Standard & Poor's makes no

     representation regarding the advisability of investing in the notes.



     "Stock Upside Note Securities" and "SUNS" are trademarks of Lehman Brothers

     Inc.





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         3. Calculations. Any calculation or determination by the Calculation

Agent pursuant hereto shall (in the absence of manifest error) be final and

binding. Any calculation made by the Calculation Agent hereunder shall, at the

Trustee's request, be made available at the Corporate Trust Office.



         4. Fees and Expenses. The Calculation Agent shall be entitled to

reasonable compensation for all services rendered by it as agreed to between the

Calculation Agent and the Company.



         5. Terms and Conditions. The Calculation Agent accepts its obligations

herein set out upon the terms and conditions hereof, including the following, to

all of which the Company agrees:



         (a) in acting under this Agreement, the Calculation Agent is acting

    solely as an independent expert of the Company and does not assume any

    obligation toward, or any relationship of agency or trust for or with, any

    of the holders of the Securities;



         (b) unless otherwise specifically provided herein, any order,

    certificate, notice, request, direction or other communication from the

    Company or the Trustee made or given under any provision of this Agreement

    shall be sufficient if signed by any person who the Calculation Agent

    reasonably believes to be a duly authorized officer or attorney-in-fact of

    the Company or the Trustee, as the case may be;



         (c) the Calculation Agent shall be obliged to perform only such duties

    as are set out specifically herein and any duties necessarily incidental

    thereto;



         (d) the Calculation Agent, whether acting for itself or in any other

    capacity, may become the owner or pledgee of Securities with the same rights

    as it would have had if it were not acting hereunder as Calculation Agent;

    and



         (e) the Calculation Agent shall incur no liability hereunder except for

    loss sustained by reason of its gross negligence or wilful misconduct.



         6. Resignation; Removal; Successor. (a) The Calculation Agent may at

any time resign by giving written notice to the Company of such intention on its

part, specifying the date on which its desired resignation shall become

effective, subject to the appointment of a successor Calculation Agent and

acceptance of such appointment by such successor Calculation Agent, as

hereinafter provided. The Calculation Agent hereunder may be removed at any time

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