EXHIBIT 4.01

                          LEHMAN BROTHERS HOLDINGS INC.

                    Equity Income Notes Due October 13, 2015,
                         Linked to the S&P 500(R) Index


Number R-1                                                          $50,000,000
ISIN US524908NX40                                               CUSIP 524908NX4



See Reverse for Certain Definitions

THIS SECURITY (THIS "SECURITY") IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

                  LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized
and existing under the laws of the State of Delaware (hereinafter called the
"Company"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, on the Stated Maturity Date, in such coin or
currency of the United States of America at the time of payment shall be legal
tender for the payment of public and private debts, for each $1,000 principal
amount of the Securities represented hereby, an amount equal to the Maturity
Payment Amount and the Interest Payment Amount, if any, due on the Stated
Maturity Date. Any amount payable on the Stated Maturity Date hereon will be
paid only upon presentation and surrender of this Security.

                  The Company also hereby agrees to pay interest on the
Securities represented hereby until the repayment of the Securities on the
Stated Maturity Date or their earlier repurchase.



                                                                               2

          The Interest Payment Amount with respect to a particular
Interest Payment Date shall be the following:

             o If the Closing Index Level on the related  Observation  Date is
               greater than or equal to the Initial Index Level, $75.50 per
               $1,000 principal amount of Securities.

             o If the Closing Index Level on the related Observation Date is
               less than the Initial Index Level, zero.

         The related Observation Date for a particular Interest Payment Date
shall be the Observation Date immediately preceding such Interest Payment Date.
The Interest Record Date with respect to a particular Interest Payment Date will
be 15 calendar days prior to such Interest Payment Date.

         Except as provided in the following paragraph, the Company will pay
interest equal to the Interest Payment Amount, if it is not zero, on the
Interest Payment Date, commencing with the first Interest Payment Date next
succeeding the Issue Date; provided that any payment of principal, premium, if
any, or interest, if any, to be made on any Interest Payment Date or on the
Stated Maturity Date that is not a Business Day shall be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or such Stated Maturity Date, as the case may be, and no
additional interest shall accrue as a result of such delayed payment. Each
payment of interest hereon shall include interest accrued through the day before
the Interest Payment Date or Stated Maturity Date, as the case may be. Unless
otherwise specified above, interest on this Security will be computed on the
basis of a 360-day year of twelve 30-day months. In no event shall the interest
rate of this Security be higher than the maximum rate permitted by applicable
law, as the same may be modified by United States law of general application.

         Unless otherwise specified above, the interest payable on any Interest
Payment Date, if any, will, as provided in the Indenture, be paid to the person
in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on the Interest Record Date indicated above
(whether or not a Business Day) next preceding such Interest Payment Date;
provided that, notwithstanding any provision of the Indenture to the contrary,
interest payable on the Stated Maturity Date, if any, shall be payable to the
Person to whom principal shall be payable; and provided, further, that, unless
otherwise specified above, in the case of a Security initially issued between an
Interest Record Date and the Interest Payment Date relating to such Interest
Record Date, interest for the period beginning on the Issue Date and ending on
such Interest Payment Date shall be paid on the Interest Payment Date following
the next succeeding Interest Record Date to the registered Holder on such next
succeeding Interest Record Date.

         Unless otherwise indicated above, and except as provided below, if this
Security is a Global Security, all payments of interest on this Security will be
made by check; provided that, if the Holder hereof is the Holder of
U.S.$10,000,000 or more in aggregate Principal Amount of Securities of this
series of like tenor and term, such Holder shall be entitled to receive interest
payments in immediately available funds, but only if complete and appropriate
instructions have






                                                                               3


been received in writing by the Trustee (or any such Paying Agent) on or prior
to the applicable Interest Record Date.

         Unless otherwise indicated above, and except as provided below, if this
Security is a Global Security, the Maturity Payment Amount, premium, if any, and
the Interest Payment Amount, if any, payable on the Stated Maturity Date will be
made in immediately available funds upon surrender of this Note at the corporate
trust office or agency of the Trustee (or any duly appointed Paying Agent)
maintained for that purpose in the Borough of Manhattan, New York City (the
"Corporate Trust Office"), provided that this Note is presented to the Trustee
(or any such Paying Agent) in time for the Trustee (or any such Paying Agent) to
make such payments in such funds in accordance with its normal procedures.

         Unless otherwise specified above, if this Security is a Global
Security, Interest Payment Amounts, if any, payable hereon (other than on the
Stated Maturity Date), will be made in same-day funds in accordance with
existing arrangements between the Trustee (or any duly appointed Paying Agent)
and the Depository. Unless otherwise specified above, if this Security is a
Global Security, any principal, premium and/or Interest Payment Amounts, if any,
payable hereon on the Stated Maturity Date will be paid by wire transfer in
immediately available funds to an account specified by the Depository.

         The Company will pay any administrative costs imposed by banks in
making payments in immediately available funds, but any tax, assessment or
governmental charge imposed upon payments hereunder, including, without
limitation, any withholding tax, will be borne by the Holder hereof.

         References herein to "U.S. dollars" or "U.S.$" or "$" are to the coin
or currency of the United States as at the time of payment is legal tender for
the payment of public and private debts.

         This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture.




                                                                               4


                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         "Standard & Poor's," "S&P," "S&P 500," "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, linked to the performance of the S&P
500 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. This Security shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon shall have been
signed by the Trustee under the Indenture referred to on the reverse hereof.




                                                                               5


                  IN WITNESS WHEREOF, LEHMAN BROTHERS HOLDINGS INC. has caused
this instrument to be signed by its Chairman of the Board, its Vice Chairman,
its President, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer, by manual or facsimile signature under its corporate seal, attested
by its Secretary or one of its Assistant Secretaries by manual or facsimile
signature.

Dated:   October 13, 2005                LEHMAN BROTHERS HOLDINGS INC.


                                         By: /s/ James J. Killerlane III
                                            -----------------------------------
                                            James J. Killerlane III
                                            Vice President

                                         Attest: /s/ Jin Lee
                                                --------------------------------
                                                 Jin Lee
                                                 Assistant Secretary



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

Dated:  October 13, 2005

CITIBANK, N.A.
  as Trustee

By: /s/ Wafaa Orfy
    ----------------------------------
       Name:   Wafaa Orfy
       Title:  Authorized Signatory




                                                                               6


                               Reverse of Security

                  This Security is one of a duly authorized series of Securities
of the Company designated as Equity Income Notes Due October 13, 2015, Linked to
the S&P 500(R) Index (herein called the "Securities"). The Company may, without
the consent of the holders of the Securities, create and issue additional notes
ranking equally with the Securities and otherwise similar in all respects so
that such further notes shall be consolidated and form a single series with the
Securities; provided that no additional notes can be issued if an Event of
Default has occurred with respect to the Securities. This series of Securities
is one of an indefinite number of series of debt securities of the Company,
issued and to be issued under an indenture, dated as of September 1, 1987, as
amended (herein called the "Indenture"), duly executed and delivered by the
Company and Citibank N.A., as trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities.

                  The Interest Payment Amount, if any, at the request of the
Trustee, shall be determined by the Calculation Agent pursuant to the
Calculation Agency Agreement.

                  All numbers resulting from any calculation with respect to the
Securities will be rounded at the Calculation Agent's discretion.

                  The Trustee shall fully rely on the determination by the
Calculation Agent of the Interest Payment Amount and shall have no duty to make
any such determination.

                  This Security is not subject to any sinking fund.

                  If an Event of Default with respect to the Securities shall
occur and be continuing, the amounts payable on all of the Securities may be
declared due and payable in the manner and with the effect provided in the
Indenture. The amount payable to the Holder hereof upon any acceleration
permitted under the Indenture will be equal to the Maturity Payment Amount and
the Interest Payment Amount, if any, calculated as though the date five Business
Days before the date of acceleration was the Final Observation Date.

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than 66?% in aggregate
principal amount of each series of Securities at the time Outstanding to be
affected (each series voting as a class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to, or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Securities of all such series; provided, however, that no such
supplemental indenture shall, among other things, (i) change the fixed maturity
of any Security, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, if any, or reduce any premium
payable on redemption, or make the principal thereof, or premium, if any, or
interest thereon, if any, payable in any coin or currency other than that
hereinabove provided, without the consent of the holder of each Security so
affected, or (ii) change the place of payment on any Security, or





                                                                               7


impair the right to institute suit for payment on any Security, or reduce the
aforesaid percentage of Securities, the holders of which are required to consent
to any such supplemental indenture, without the consent of the holders of each
Security so affected. It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of any series of Securities, the holders
of a majority in aggregate principal amount of the Securities of such series
Outstanding may on behalf of the holders of all the Securities of such series
waive any past default or Event of Default under the Indenture with respect to
such series and its consequences, except a default in the payment of interest,
if any, or the principal of, or premium, if any, on any of the Securities of
such series, or in the payment of any sinking fund installment or analogous
obligation with respect to Securities of such series. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future holders and owners of this Security and any Securities which
may be issued in exchange or substitution hereof, irrespective of whether or not
any notation thereof is made upon this Security or such other Securities.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal amount and
interest, if any, with respect to this Security.

                  The Securities are issuable in denominations of $1,000 and any
whole multiples of $1,000.

                  The Company, the Trustee, and any agent of the Company or of
the Trustee may deem and treat the registered holder (the "Holder") hereof as
the absolute owner of this Security (whether or not this Security shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment hereof, or on account hereof, and for all
other purposes and neither the Company nor the Trustee nor any agent of the
Company or of the Trustee shall be affected by any notice to the contrary. All
such payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
moneys payable on this Security.

                  No recourse for the payment of the principal of, premium, if
any, or interest on this Security, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the Corporate Trust Office or agency in a Place of Payment for this
Security, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or








                                                                               8

such Holder's attorney duly authorized in writing, and thereupon one or more new
Securities of this series or of like tenor and of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

                  The Company agrees, and by acceptance of beneficial ownership
interest in the Security, each Holder of such Security will be deemed to have
agreed, for United States federal income tax purposes, (i) to treat the
Securities of this series as indebtedness that is subject to Treas. Reg. Sec.
1.1275-4 (the "Contingent Payment Regulations") and (ii) to be bound by the
Company's determination of the "comparable yield" and "projected payment
schedule," within the meaning of the Contingent Payment Regulations, with
respect to the Securities of this series. The "comparable yield" and the
"projected payment schedule", as determined by the Company per $1,000 note, are
specified below.

                  The Company has determined that the comparable yield is 5.175%
compounded annually.

                  The Company has determined that based on the comparable yield,
the projected payment schedule per $1,000 note is $51.75 per annual period and
$1,051.75 at maturity.

                  THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  Set forth below are definitions of the terms used in this
Security.

                  "AMEX" shall mean the American Stock Exchange LLC.

                  "Business Day", notwithstanding any provision in the
Indenture, shall mean any day that is not a Saturday, a Sunday or a day on which
the NYSE, Nasdaq or AMEX is not open for trading or banking institutions or
trust companies in the City of New York are authorized or obligated by law or
executive order to close.

                  "Calculation Agency Agreement" shall mean the Calculation
Agency Agreement, dated as of October 13, 2005, between the Company and the
Calculation Agent, as amended from time to time, or any successor calculation
agency agreement.

                  "Calculation Agent" shall mean the person that has entered
into an agreement with the Company providing for, among other things, the
determination of the Interest Payment Amount, if any, which term shall, unless
the context otherwise requires, include its successors and assigns. The initial
Calculation Agent shall be Lehman Brothers Inc.

                  "Close of Trading" shall mean, in respect of any Relevant
Exchange, the scheduled weekday closing time on a day on which the Relevant
Exchange is scheduled to be open for trading for its respective regular trading
session, without regard to after hours or any other trading outside of the
regular trading session hours.



                                                                               9


                  "Closing Index Level" shall mean, with respect to any day, in
the case of the Index or the Successor Index, the closing level of the Index or
the Successor Index, as the case may be, as reported by S&P or the publisher of
the Successor Index, as the case may be, on such day or as determined by the
Calculation Agent pursuant to the Calculation Agency Agreement.

                  "Company" shall have the meaning set forth on the face of this
Security.

                  "Exchange Business Day" shall mean any day on which the Index
or the Successor Index is published by its publisher or is otherwise determined
by the Calculation Agent pursuant to the Calculation Agency Agreement.

                  "Final Observation Date" shall mean October 13, 2015, provided
that the Final Observation Date is subject to postponement, as described below
in the definition of the term "Observation Dates."

                   "Holder" shall have the meaning set forth on the reverse of
this Security.

                  "Indenture" shall have the meaning set forth on the reverse of
this Security.

                  "Index" shall mean the S&P 500(R) Index, as calculated,
published and disseminated by S&P.

                  "Initial Index Level" shall equal 1191.49, the Closing Index
Level on October 6, 2005.

                  "Interest Payment Amount" shall have the meaning set forth on
the face of this Security.

                  "Interest Payment Dates" shall mean the dates set forth below,
provided that each Interest Payment Date is subject to postponement if the
related Observation Date is postponed, as described below in the definition of
the term "Observation Dates;" the "related Observation Date" for any Interest
Payment Date shall be the Observation Date immediately preceding such Interest
Payment Date.

                             INTEREST PAYMENT DATE
                             ---------------------
                                October 13, 2006
                                October 15, 2007
                                October 14, 2008
                                October 13, 2009
                                October 13, 2010
                                October 13, 2011
                                October 15, 2012
                                October 15, 2013
                                October 14, 2014
                                October 13, 2015


                                                                              10


                  "Interest Record Date" shall have the meaning set forth on the
face of this Security.

                  "Market Disruption Event", with respect to the Index or any
Successor Index shall mean any of the following events has occurred on any day
as determined by the Calculation Agent in its sole discretion:

         (1) A material suspension of or limitation imposed on trading relating
         to the securities that then comprise 20% or more of the Index or any
         Successor Index, by the Relevant Exchanges on which those securities
         are traded, at any time during the one-hour period that ends at the
         Close of Trading on such day, whether by reason of movements in price
         exceeding limits permitted by that Relevant Exchange. Limitations on
         trading during significant market fluctuations imposed pursuant to NYSE
         Rule 80B or any applicable rule or regulation enacted or promulgated by
         the NYSE, any other exchange, quotation system or market, any other
         self regulatory organization or the Securities and Exchange Commission
         of similar scope or as a replacement for Rule 80B may be considered
         material.

         (2) A material suspension of, or limitation imposed on, trading in
         futures or options contracts relating to the Index or any Successor
         Index by the primary exchange on which those futures or options
         contracts are traded, at any time during the one-hour period that ends
         at the Close of Trading on such day, whether by reason of movements in
         price exceeding limits permitted by the exchanges or otherwise.

         (3) Any event, other than an early closure, that disrupts or impairs
         the ability of market participants in general to effect transactions
         in, or obtain market values for, the securities that then comprise 20%
         or more of the Index or any Successor Index on the Relevant Exchanges
         on which those securities are traded, at any time during the one-hour
         period that ends at the Close of Trading on that day.

        (4) Any event, other than an early closure, that disrupts or impairs
         the ability of market participants in general to effect transactions
         in, or obtain market values for, the futures or options contracts
         relating to the Index or any Successor Index on the primary exchange or
         quotation system on which those futures or options contracts are traded
         at any time during the one-hour period that ends at the Close of
         Trading on that day.

         (5) The closure of the Relevant Exchanges on which securities that then
         comprise 20% or more of the Index or any Successor Index are traded or
         on which futures or options contracts relating to the Index or any
         Successor Index are traded prior to its scheduled closing time unless
         the earlier closing time is announced by the Relevant Exchanges at
         least one hour prior to the earlier of (i) the actual closing time for
         the regular trading session on the Relevant Exchanges and (ii) the
         submission deadline for orders to be entered into the Relevant
         Exchanges for execution at the Close of Trading on that day.





                                                                              11


For purposes of determining whether a Market Disruption Event has occurred, the
relevant percentage contribution of a security to the level of the Index or any
Successor Index will be based on a comparison of (x) the portion of the level of
the Index or Successor Index attributable to that security and (y) the overall
level of the Index or Successor Index, in each case immediately before the
occurrence of the Market Disruption Event.

                  "Maturity Payment Amount" shall equal $1,000 per $1,000
principal amount of Securities.

                  "Nasdaq" shall mean The Nasdaq Stock Market, Inc.

                  "NYSE" shall mean The New York Stock Exchange, Inc.

                  "Observation Dates" shall mean the dates set forth below,
provided that each Observation Date is subject to postponement if such day is
not an Exchange Business Day or if a Market Disruption Event occurs on such day.
If any Observation Date is not an Exchange Business Day or the Calculation Agent
determines that one or more Market Disruption Events have occurred on that day,
the Calculation Agent will determine the Closing Index Level with respect to
that postponed Observation Date by reference to the Closing Index Level on the
next Exchange Business Day on which there is not a Market Disruption Event;
provided, however, if a Market Disruption Event occurs on each of the eight
Exchange Business Days following the originally scheduled Observation Date, then
(a) that eighth Exchange Business Day shall be deemed the Observation Date and
(b) the Calculation Agent shall determine the Closing Index Level with respect
to that postponed Observation Date pursuant to the Calculation Agency Agreement,
based upon its good faith estimate of the level of the index on that eighth
Exchange Business Day. Any such postponement of the date that would otherwise be
an Observation Date will cause the related Interest Payment Date to be postponed
until five Business Days after the date that the Closing Index Level is
determined. If the Final Observation Date is postponed, the Stated Maturity Date
will also be postponed until the final Interest Payment Date.


                               OBSERVATION DATE
                               ----------------
                                October 6, 2006
                                October 8, 2007
                                October 6, 2008
                                October 6, 2009
                                October 6, 2010
                                October 6, 2011
                                October 8, 2012
                                October 7, 2013
                                October 6, 2014
                                October 6, 2015


                  "Place of Payment" shall mean the place or places where the
principal of (and premium, if any) and interest, if any, on the Securities are
payable.





                                                                              12



                  "Relevant Exchange" shall mean, for any security (or any
combination thereof then underlying the Index or any Successor Index), the
primary exchange, quotation system (which includes bulletin board services) or
other market of trading for such security.

                  "S&P" shall mean Standard & Poor's, a division of McGraw-Hill,
Inc.

                  "Securities" shall have the meaning set forth on the reverse
of this Security.

                  "Security" shall have the meaning set forth on the face of
this Security.

                  "Stated Maturity Date" shall mean October 13, 2015; provided,
that if the Final Observation Date is postponed, the Stated Maturity Date shall
be postponed, as described above in the definition of the term "Observation
Dates."

                  "Successor Index" shall mean such successor or substitute
index as the Calculation Agent may select pursuant to the Calculation Agency
Agreement upon discontinuance of the Index.

                   "Trustee" shall have the meaning set forth on the reverse of
this Security.

                  All terms used but not defined in this Security are used
herein as defined in the Calculation Agency Agreement or the Indenture.











                      --------------------------------

                  The following abbreviations, when used in the inscription on
the face of the within Security, shall be construed as though they were written
out in full according to applicable laws or regulations:





TEN COM -    as tenants in common                   UNIF GIFT MIN ACT -        Custodian
                                                                        ------           ------
                                                                        (Cust)           (Minor)


TEN ENT -    as tenants by the entireties           under Uniform Gifts to Minors
JT TEN  -    as joint tenants with right of         Act
             Survivorship and not as tenants in         ----------------------------------------
             common                                                     (State)


     Additional abbreviations may also be used though not in the above list.

                        --------------------------------

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------

--------------------------------


------------------------------------------------------------------------------
(Name and Address of Assignee, including zip code, must be printed or
typewritten.)

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the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing

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to transfer the said Security on the books of the Company, with full power of
substitution in the premises.

         Dated:
                                      -----------------------------------------

                  NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

---------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.