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The following is an excerpt from a DEF 14A SEC Filing, filed by LEHMAN BROTHERS HOLDINGS INC on 3/1/2002.
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Non-employee Directors receive an annual cash retainer of $45,000 and are reimbursed for reasonable travel and related expenses. The annual retainer is paid quarterly; however, the fourth quarter payment will be withheld for failure to attend 75% of the total number of meetings. In addition, each non-employee Director who served as a chairman of a Committee of the Board of Directors received an additional annual retainer of $15,000 per Committee, and each non-employee Director who served as a Committee member received $1,500 per Committee meeting or unanimous written consent.

RESTRICTED STOCK UNIT AND OPTION GRANTS FOR NON-EMPLOYEE DIRECTORS. An annual equity retainer in the form of a grant of 2,500 RSUs is made to each non-employee Director on the day of the Company's Annual Meeting of Stockholders. As of each date that a dividend is paid on Common Stock, each non-employee Director holding RSUs is credited with a number of additional RSUs equal to the product of (A) the dividend paid on one share of Common Stock, multiplied by (B) the number of RSUs held by the non-employee Director, divided by (C) the closing price of the Common Stock on the New York Stock Exchange on such date. The RSUs vest immediately and are payable in Common Stock upon death, disability or termination of service.

Alternatively, a non-employee Director may elect to receive an option to purchase 7,500 shares of Common Stock, with an exercise price per share equal to the closing price of the Common Stock on the New York Stock Exchange on the date the award is made. Such option has a ten-year term, is not forfeitable, and becomes exercisable in one-third increments on each of the first three anniversaries of the award date or, if sooner, upon termination of service.

THE COMPANY'S DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS. The Company's Deferred Compensation Plan for Non-employee Directors is a nonqualified deferred compensation plan, which provides each non-employee Director an opportunity to elect to defer receipt of cash compensation to be earned for services on the Board of Directors. Each non-employee Director may elect to defer all or a portion of his or her future cash compensation with respect to one or more terms as Director. Such election can be revoked only by a showing of financial hardship and with the consent of the Compensation Committee. Amounts deferred are credited quarterly with interest, based upon the average 30-day U.S. Treasury Bill rate, and compounded annually. Deferred amounts will be paid in either a lump sum or in annual installments over a period not to exceed ten years as elected by the non-employee Director. Payments commence as the non-employee Director elects, at a specified date in the future or upon termination of service as a non-employee Director.

THE COMPANY'S FROZEN RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS. Prior to May 1994, the Company maintained the Company's Retirement Plan for Non-employee Directors which was a nonqualified retirement plan which provided a limited annual retirement benefit for non-employee Directors who had earned five or more years of service as defined in the plan. Participation in this plan was frozen on May 31, 1994. Any non-employee Director who had, on such date, completed at least five years of service as a Director (determined in accordance with the plan) has vested benefits under the plan. Any individual who was a non-employee Director on such date, but had not completed five years of service as of such date, acquired vested benefits under this plan at the time such individual completed such five years of service as a Director. Any individual who became a non-employee Director after such date was ineligible to participate in this plan. Vested benefits under this plan will be paid after a participant ceases to be a Director.



Biographies of the current Executive Officers of the Company (the "Executive Officers") are set forth below, excluding Mr. Fuld's biography, which is included above. Each Executive Officer serves at the discretion of the Board of Directors.

DAVID GOLDFARB                                                                                        AGE: 44

CHIEF FINANCIAL OFFICER. Mr. Goldfarb has been the Chief Financial Officer of the Company since April 2000 and is a member of the Firm's Operating Committee. Mr. Goldfarb served as the Company's Controller from July 1995 to April 2000. Mr. Goldfarb has been the Chief Financial Officer of LBI since July 1998. Mr. Goldfarb joined the Firm in 1994; prior to that, Mr. Goldfarb was a partner at Ernst & Young.

JOSEPH M. GREGORY                                                                                     AGE: 49

CHIEF ADMINISTRATIVE OFFICER. Mr. Gregory has been the Chief Administrative Officer of the Company since April 2000. From 1996 to April 2000 Mr. Gregory was Head of the Firm's Global Equities Division, in charge of the overall equities business. Mr. Gregory is also a member of the Firm's Executive Committee and Operating Committee. From 1994 to 1996 he was Head of the Firm's Fixed Income Division. He was named Co-Head of the Fixed Income Division in 1991. From 1980 to 1991, he held various management positions in the Fixed Income Division, including Head of the Firm's Mortgage Business. Mr. Gregory joined the Firm in 1974 as a commercial paper trader. Mr. Gregory is a member of the Board of Directors of the Dorothy Rodbell Cohen Foundation.

JEREMY M. ISAACS                                                                                      AGE: 37

CHIEF EXECUTIVE OFFICER--EUROPE AND ASIA. Mr. Isaacs has been the Head of the Firm's Asian operations since April 2000 and Head of the Firm's European operations since December 1999. He is also a member of the Firm's Executive Committee and Operating Committee. Mr. Isaacs joined the Firm in 1996 as Co-Chief Operating Officer, European Equities, and later that year became Head of the Firm's global equity derivatives activities. In 1997 he additionally became Head of the Firm's overall equities activities in Europe. In March 1999 he was appointed Chief Operating Officer of European activities, and in December 1999 was appointed Chief Executive of the Firm's European activities. Prior to joining Lehman Brothers, Mr. Isaacs was an Executive Director at Goldman Sachs, a firm he joined in 1989. Mr. Isaacs is a member of the Advisory Board (Europe, Middle East and Asia Region) of Electronic Data Systems Corporation.

BRADLEY H. JACK                                                                                       AGE: 43

HEAD OF INVESTMENT BANKING DIVISION. Mr. Jack has been the Head of the Firm's Investment Banking business since 1996. Mr. Jack is also a member of the Firm's Executive Committee and Operating Committee. From 1993 to 1996 he was a Sector Head in Investment Banking, responsible for the Firm's businesses involving Debt Capital Markets, Financial Services, Leveraged Finance and Real Estate. Prior to that he was head of the Firm's Fixed-Income Global Syndicate activities. Mr. Jack joined the Firm in 1984 as an associate in the Fixed Income Division. Mr. Jack is a member of the Board of Directors of the Dorothy Rodbell Cohen Foundation and a member of the Board of Trustees of the Juilliard School.

JEFFREY VANDERBEEK                                                                                    AGE: 44

HEAD OF CAPITAL MARKETS DIVISION. Mr. Vanderbeek is Head of the Firm's Capital Markets Division and previously served as Co-Head of that Division. From 1996 to April 2000, Mr. Vanderbeek was Head of the Fixed Income Division, in charge of the overall fixed income business. Mr. Vanderbeek is also a member of the Firm's Executive Committee and Operating Committee. He became Chief Operating Officer of the Fixed Income Government Department in May 1993 and Chief Operating Officer of the Fixed Income Derivatives Department in June 1993. Mr. Vanderbeek joined Lehman Brothers in February 1984 as Managing Director and Chief Operating Officer in the Fixed Income Central Funding Department. Mr. Vanderbeek is a member of the Board of Directors of the Dorothy Rodbell Cohen Foundation.



The following table sets forth beneficial ownership information as of January 31, 2002 with respect to the Common Stock for each current Director of the Company (including all nominees for Director), each Executive Officer named in the tables set forth under "Compensation of Executive Officers" below and all current Directors and Executive Officers as a group. Except as described below, each of the persons listed below has sole voting and investment power with respect to the shares shown. None of the Directors or Executive Officers beneficially owned any of the Company's other outstanding equity securities as of January 31, 2002.

                                                                NUMBER OF SHARES OF
                                                               COMMON STOCK WHICH MAY        PERCENT OF
                                        NUMBER OF SHARES     BE ACQUIRED WITHIN 60 DAYS     OUTSTANDING
BENEFICIAL OWNER                       OF COMMON STOCK (A)      OF JANUARY 31, 2002       COMMON STOCK (B)
----------------                       -------------------   --------------------------   ----------------
Michael L. Ainslie (c)...............          23,953                    12,224                    *
John F. Akers........................           8,458                    12,224                    *
Roger S. Berlind (d).................         291,456                    12,224                    *
Thomas H. Cruikshank.................          23,792                         0                    *
Richard S. Fuld, Jr..................       4,239,658                 2,456,640                 2.71
Joseph M. Gregory....................       1,982,840                 1,900,000                 1.58
Jeremy M. Isaacs.....................         444,651                   921,142                    *
Bradley H. Jack......................       1,404,285                 1,764,500                 1.29
Henry Kaufman (e)....................          33,750                     9,820                    *
John D. Macomber.....................          59,456                    12,224                    *
Dina Merrill.........................          21,936                    12,224                    *
Jeffrey Vanderbeek...................       1,607,482                 1,900,000                 1.43
All current Directors and Executive
  Officers as a group (13
  individuals).......................      10,279,421                 9,021,078                 7.62

* Less than one percent.

(a) Amounts include vested and unvested RSUs. RSUs are convertible on a one-for-one basis into shares of Common Stock, but cannot be sold or transferred until converted to Common Stock and, with respect to each person identified in the table, are not convertible within 60 days following January 31, 2002. A portion of the vested RSUs held by the Executive Officers are subject to forfeiture for detrimental or competitive activity. Nonetheless, an Executive Officer who holds RSUs will be entitled to direct the Incentive Plans Trustee to vote a number of Trust Shares that is proportionate to the number of RSUs held irrespective of vesting; such number of Trust Shares will be calculated prior to the Annual Meeting and will be determined by the number of Trust Shares held by the Incentive Plans Trust on the Record Date and the extent to which Current Participants under the Incentive Plans return voting instructions to the Incentive Plans Trustee. See "Introduction--The Voting Stock."

(b) Percentages are calculated in accordance with applicable SEC rules and are based on the number of shares issued and outstanding on the Record Date.

(c) Includes 3,500 shares held by Mr. Ainslie's private charitable foundation, as to which Mr. Ainslie disclaims beneficial ownership.

(d) Includes 80,000 shares held by Mr. Berlind's wife, as to which Mr. Berlind disclaims beneficial ownership.

(e) Includes 25,000 shares held by Dr. Kaufman's wife, as to which Dr. Kaufman disclaims beneficial ownership.