Combined Docket #5938

QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP 51 Madison Avenue, 22nd Floor New York, New York 10010 Telephone: (212) 849-7000 Telecopier: (212) 849-7100 Susheel Kirpalani James C. Tecce Marc A. Palladino

HEARING DATE: December 16, 2009 OBJECTIONS DUE: December 7, 2009

Special Counsel to the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc., et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------x In re: : : LEHMAN BROTHERS HOLDINGS INC., : ET AL., : : Debtors. : ------------------------------------------------------------------x In re: : : LEHMAN BROTHERS INC., : : Debtor. : ------------------------------------------------------------------x

Chapter 11 Case No. 08-13555 (JMP) (Jointly Administered)

SIPA Proceeding Case No. 08-1420 (JMP)

MOTION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LEHMAN BROTHERS HOLDINGS INC., ET AL., PURSUANT TO 11 U.S.C. § 105(a) AND HAGUE CONVENTION (28 U.S.C. § 1781), FOR LETTERS OF REQUEST FOR INTERNATIONAL JUDICIAL ASSISTANCE The Official Committee of Unsecured Creditors (the “Committee”) appointed in the above-captioned chapter 11 cases of Lehman Brothers Holdings Inc. (“LBHI”) and its affiliated debtors and debtors in possession (collectively, the “Lehman Debtors”), by and through its undersigned counsel, hereby files this Motion (the “Motion”), pursuant to section 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the "Bankruptcy Code"), and the Hague Convention of 18 March 1970 on the taking of Evidence Abroad in Civil or Commercial Matters, 28 U.S.C. §

1781 (the "Hague Convention"), for the issuance of two Letters of Request for International Judicial Assistance in the form annexed hereto as Exhibit A (the “Letters of Request”) to the High Court of Justice of England and Wales (the "U.K. Court") to compel the production of documents by the following entities located in the United Kingdom: the Financial Services Authority (“FSA”), Barclays' regulator, and PricewaterhouseCoopers LLP and PricewaterhouseCoopers International Limited (collectively “PwC”), Barclays' auditors. In support of the Motion, the Committee respectfully states as follows:1 I. 1.

PRELIMINARY STATEMENT

As the Court is aware, the parties currently are conducting

discovery in connection with the Committee's Rule 60(b) Motion and those filed by the Lehman Debtors and the SIPA Trustee2 seeking relief from the Court's September 19, 2008 Sale Order. The Committee intends to propound document discovery on two entities located in the United Kingdom: the FSA and PwC, and, to that end, requests that the Court issue the accompanying Letters of Request to the U.K. Court. The reasons for issuance of the Letters of Request are simple and straightforward. Both the FSA and

1

The Lehman Debtors and the SIPA Trustee have reviewed, and both join in the Motion with respect to the FSA; LBHI also joins in the Motion with respect to PwC.

2

Motion Of Official Committee Of Unsecured Creditors Of Lehman Brothers Holdings Inc., et al., Pursuant To 11 U.S.C. § 105(a), Fed. R. Civ. P. 60(b), And Fed. R. Bankr. P. 9024, For Relief From Order Under 11 U.S.C. §§ 105(a), 363, And 365 And Federal Rules Of Bankruptcy Procedure 2002, 6004 And 6006 Authorizing And Approving (A) Sale Of Purchased Assets Free And Clear Of Liens And Other Interests And (B) Assumption And Assignment Of Executory Contracts And Unexpired Leases, Dated September 20, 2008 (And Related SIPA Sale Order) And Joinder In Debtors’ And SIPA Trustee’s Motions For An Order Under Rule 60(b) To Modify Sale Order (the “Committee Rule 60(b) Motion,” and, with the Rule 60(b) Motions filed by the Lehman Debtors and the SIPA Trustee, the "Rule 60(b) Motions"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Committee Rule 60(b) Motion.

2

PwC possess documents that are highly relevant to the prosecution of the Rule 60(b) Motions that cannot otherwise be obtained, especially considering that the FSA and PwC are beyond the reach of the Court's subpoena power and, to date, Barclays has not produced (or agreed to produce) documents from its regulators and auditors that have been requested by the Lehman Debtors. 2.

The import of the narrowly tailored list of documents identified in

the Letters of Request to the prosecution of the Rule 60(b) Motions cannot be overstated. On the eve of bankruptcy, specifically during the weekend of September 13, 2008 and September 14, 2008, Barclays bid to purchase all or a portion of Lehman Brothers ("Barclays' Initial Bid"). At the eleventh hour, however, the FSA withheld approval of Barclay's Initial Bid on Sunday, September 14, 2008. Lehman Brothers promptly thereafter sought bankruptcy protection (the next day), on Monday, September 15, 2008. Four days later, this Court approved Barclays acquisition of the North American brokerdealer business through a section 363 sale -- less than one week after the FSA withheld approval for Barclays’ Initial Proposal. 3.

The Rule 60(b) Motions assert, among other things, that the Sale

Transaction represented to the Court at the Sale Hearing differed dramatically from the transaction ultimately consummated because Barclays acquired billions of dollars in additional assets without disclosing relevant information to the Court. Specifically, the motions allege Barclays' significantly greater return bears no resemblance to the supposedly "flat" transaction presented to the Court where liabilities assumed either equaled or exceeded acquired assets. Instead, Barclays' 2008 Results Announcement reveals Barclays realized a sizeable gain, i.e., "£ 2,262m relating to Lehman Brothers North American business." Accordingly, the information requested from PwC and the

3

FSA is highly relevant to prosecution of the Rule 60(b) Motions and the Sale Transaction.3 II. 4.

BACKGROUND

On September 16, 2008, the Lehman Sellers filed a motion seeking

approval of the Sale Transaction. The Sale hearing commenced on Friday evening, September 19, 2008. At that time, the Court was advised of a transaction, consisting of the transfer of liabilities totaling $45.5 billion (plus $4.25 billion of cure and compensation liabilities) and the transfer of assets totaling $47.4 billion. The court entered the Sale Order on September 20, 2008, and the Sale Transaction closed on Monday, September 22, 2008. On or about February 8, 2009, Barclays plc issued its Results Announcement (a copy of the relevant portions of which is annexed hereto as Exhibit B) (the "Results Announcement") stating, among other things, that Barclays realized a gain of "£ 2,262m relating to Lehman Brothers North American business." i.e., nearly $4.2 billion at the then-prevailing exchange rate. See Ex. B at p. 3, 7, 29. PwC reviewed and agreed with the Results Announcement.4

3

The Committee currently does not seek authority to compel deposition testimony from either the FSA or PwC, but reserves any and all rights to later request such testimony, either pursuant to the Hague Convention, Rule 28 of the Federal Rules of Civil Procedure, or otherwise.

4

See Ex. B at ii ("The Listing Rules of the U.K. Listing Authority … require that preliminary unaudited statements of annual results must be agreed with the listed company's auditors prior to publication, even though an audit opinion has not yet been issued. In addition, the Listing Rules requires such statements to give details to the nature of any likely modification that may be contained in the auditor's report to be included with the annual report and accounts. Barclays PLC confirms that it has agreed this preliminary statement of annual results with PricewaterhouseCoopers LLP and that the Board of Directors has not been made aware of any likely modification to the auditors' report to be included with the annual report and accounts for the year ended 31 December 2008").

4

5.

In connection with their investigation into the Sale Transaction, the

Lehman Debtors, on or about April 13, 2009, requested that Barclays provide, among other things, documents concerning public statements and public filings regarding the Sale Transaction, the amounts, type and value of assets and liabilities acquired and assumed, and the profits and benefits Barclays received or expects to receive as a result of the Sale Transaction. The Lehman Debtors repeated that request when serving additional requests following the Court's grant of their motion to initiate formal, Rule 2004 discovery against Barclays in June 2009.5 6.

On or about September 15, 2009, the Committee, the Lehman

Debtors and the SIPA Trustee filed the Rule 60(b) Motions. After filing the Rule 60(b) Motions, the parties (i.e., the Committee, the Lehman Debtors and the SIPA Trustee) negotiated the Scheduling Order,6 which contemplates document production and deposition discovery through March 2010, oral argument on the Rule 60(b) Motions and Barclays' objections in March 2010, and a trial (if directed by the Court) in April 2010. The Letters of Request seek specifically identified documents from the FSA and PwC: •

With respect to the FSA: o Barclays’ application for regulatory approval of the Initial Barclays’ Purchase Proposal. o The FSA analysis of Barclays' application for regulatory approval of the Initial Barclays’ Purchase Proposal.

5

Copies of the April 13, 2009 letter and the subsequent June 2009 request appear annexed hereto as Exhibit C.

6

Scheduling Order Concerning Certain Motions Filed By LBHI, SIPA Trustee And Creditor's Committee, dated on or about October 27, 2009 (the "Scheduling Order"), a copy of which is attached as Exhibit D.

5

o The FSA response to Barclays' application for regulatory approval of the Initial Barclays’ Purchase Proposal. o The FSA's final evaluation of the Initial Barclays' Purchase Proposal. o The FSA internal notes of the meeting between Barclays and the FSA on 22 September 2008 regarding the Sale Transaction, and copies of all documents referred to therein. o The response received by the FSA from Barclays to the letter sent by Mark Wharton (Manager, FSA) to Barclays dated 23 September 2008, and the ensuing correspondence between Barclays and the FSA. o The correspondence between from Barclays and the FSA setting out the impact of (i) the Sale Transaction; or (ii) the December Settlement on Barclays’ compliance with the Capital Adequacy Directive (2006/49/EC). o The correspondence between Barclays and the FSA referring to the expected profit/loss margin on the Sale Transaction in the dates from 16 September 2008 until the FSA approval of the Sale Transaction. o The FSA evaluation of the results reported in the Results Announcement. o The FSA final evaluation of the Sale Transaction and the FSA’s analysis of the Sale Transaction. •

With respect to PwC, the audit working papers in PwC's audit file: o The audit working papers in PwC's Barclays audit file referring to any gain or loss Barclays had on the Sale Transaction, including the December Settlement. o The audit working papers in PwC's Barclays audit file referring to the identity of the assets Barclays received in the Sale Transaction, including by means of the December Settlement. o The audit working papers in PwC's Barclays audit file supporting or refuting the statement at page 95 of the Results Announcement that “[t]he excess of the fair value of net assets acquired over consideration paid resulted in £2,262m of gains on acquisition.”

6

o The audit working papers in PwC's Barclays audit file setting out the accounting underpinning (1) the decision to enter the Sale Transaction; and (2) the description of the Sale Transaction in the Results Announcement. o The audit working papers in PwC's Barclays audit file setting out the accounting underpinning the description of the Sale Transaction in Barclays 2008 Form 20-F filing with the United States Securities & Exchange Commission. o The audit working papers in PwC's Barclays audit file referring to filings Barclays has made with regulatory agencies (particularly the United States Securities and Exchange Commission and the United Kingdom Financial Services Authority) in respect of the Sale Transaction and Barclays' Initial Purchase Proposal o The audit working papers in PwC's Barclays audit file in respect of the following items (in particular (i) calculations for each item of (ii) Barclays' management representations in relation to each item, and (iii) data entered electronically into the PwC audit program for each item): ƒ

the value of £23,837 million for the acquired “Trading Portfolio assets” referred to on page 97, line 2 under "assets" in the Results Announcement.

ƒ

the value of £1,948 million for the acquired “available-for-sale financial investment assets” referred to on page 97, line 5 under "assets" in the Results Announcement

ƒ

the value of £599 million for the assumed “derivative financial instruments” referred to on page 97, line 3 under "liabilities" in the Results Announcement the value of £24,409 million for the assumed “liabilities for repurchase agreements and cash collateral on securities lent” referred to on page 97, line 5 under "liabilities" in the Results Announcement.

o The reconciliation between balances as set out in the PwC audit working papers with respect to Barclays and the following balances in the Results Announcement: ƒ

£23,837 million for the acquired “Trading Portfolio assets” referred to on page 97, line 2 under "assets".

ƒ

£1,948 million for the acquired “available-for-sale financial investment assets” referred to on page 97, line 5 under "assets". 7

7.

ƒ

£599 million for the assumed “derivative financial instruments” referred to page 97, line 3 under "liabilities".

ƒ

£24,409 million for the assumed “liabilities for repurchase agreements and cash collateral on securities lent” referred to on page 97, line 5 under "liabilities".

The Committee has received indications from the Queen's Bench

Division of the U.K. Court that it is likely that a hearing of the Committee's application under the 1975 Act will take place on December 21, 2009 (the "U.K. Court Hearing"). At the U.K. Court Hearing, the Committee intends to submit the Letters of Request for approval by the U.K. Court if they are approved by this Court on December 16, 2009. III. 8.

RELIEF REQUESTED

By this Motion, the Committee seeks, pursuant to section 105(a) of

the Bankruptcy Code and the Hague Convention (28 U.S.C. § 1781), approval and issuance of the Letters of Request seeking international judicial assistance from the U.K. Court to obtain the production of documents from the FSA and PwC set forth in the Schedules annexed to the Letters of Request. V. A.

ARGUMENT

THE HAGUE CONVENTION AUTHORIZES THIS COURT TO ISSUE LETTERS OF REQUEST TO THE U.K. COURT, WHICH CAN COMPEL PRODUCTION OF DOCUMENTS FROM THE FSA AND PWC 9.

Both the United States and the United Kingdom are signatories to

the Hague Convention, which authorizes the Court to issue the Letters of Request. See Societe Nationale Industrielle Aeropastiale v. U.S. District Court, 482 U.S. 522, 536 (1987) (noting "a judicial authority in one contracting state ‘may’ forward a letter of request to the competent authority in another contracting state for the purpose of obtaining evidence"); 28 U.S.C. § 1781 (permitting “the transmittal of a letter rogatory or request directly from a tribunal in the United States to the foreign or international

8

tribunal, officer, or agency to whom it is addressed and its return in the same manner” and reproducing the Hague Evidence Convention"); Restatement (Third) of Foreign Relations Law of the United States § 474(2) ("A United States district court, in order to obtain evidence for use in a proceeding before it, may … issue a letter rogatory requesting a court or other appropriate authority in a foreign state to direct the taking of evidence in that state … provided the proceeding is not inconsistent with the law of the state where the evidence is to be taken"). 10.

"The Hague Convention serves as a alternative or 'permissive'

route to the Federal Rules of Civil Procedure for the taking of evidence abroad from litigants and third parties alike." Abbot Lab. v. Impax Lab., Inc., 2004 WL 1622223, at *2 (D. Del. July 15, 2004) (citations omitted) (authorizing letters of request for depositions of individuals located in France). 11.

While "[t]he party seeking to pursue discovery through the Hague

Evidence Convention bears the burden of demonstrating that proceeding in that manner is necessary and appropriate …. [t]hat burden is not great, however, since the Convention procedures are available whenever they will facilitate the gathering of evidence by the means authorized in the Convention." Metso Minerals, Inc. v. Powerscreen Int'l Dist. Ltd., 2007 WL 1875560, at *2 (E.D.N.Y. June 25, 2007) (citations omitted) (emphasis added) (authorizing issuance of letters of request for documents and depositions in Northern Ireland when, inter alia, documents and testimony were relevant and Hague Convention procedures were only means by which requested discovery could be obtained).

9

12.

"Factors the court may consider when determining whether the

procedure of the Hague Evidence Convention should be applied include considerations of comity, the relative interests of the parties including the interest in avoiding abusive discovery, and the ease and efficiency of alternative formats of discovery." Id. (citations omitted). Cf., In re Global Power Equip. Group, Inc., -- B.R. --, 2009 WL 3464212, at *12 (Bankr. D. Del. Oct. 28, 2009) (noting factors considered in conducting comity analysis to determine whether Federal Rules of Civil Procedure or Hague Convention apply include: "1) the importance of the documents or information requested to the litigation; 2) the degree of specificity of the request; 3) whether the information originated in the United States; 4) the availability of alternative means of securing the information and 5) the extent to which noncompliance with the request would undermine important interests of the United States, or compliance with the requests would undermine important interests of the state where the information is located"). 13.

The U.K. Court has the power to compel the production of

documents for purposes of foreign proceedings in appropriate circumstances pursuant to the Evidence (Proceedings in Other Jurisdictions) Act 1975 c.34 (the "1975 Act"), if the U.K. Court receives: an application ... for an order for evidence to be obtained in the part of the United Kingdom in which it exercises jurisdiction, and the court is satisfied 1. that the application is made in pursuance of a request issued by or on behalf of a court or tribunal ("the requesting court") exercising jurisdiction ... in a country or territory outside the United Kingdom; and

10

2. that the evidence to which the application relates is to be obtained for purposes of civil proceedings which ... have been instituted before the requesting court.7 14.

This may include issuance of an order "for the examination of

witnesses, either orally or in writing" or "for the production of documents." 1975 Act 2(2)(a) and (2)(b). See also Rio Tinto Zinc Com. v. Westinghouse Electric Corp., [1978] A.C. 547, 2 W.L.R. 81. 15.

An examination of the relevant factors demonstrates issuance of

the Letters of Request is warranted. First, the Committee is unable to obtain the documents by other means. Indeed, the Committee faces jurisdictional impediments (e.g., the parties from whom disclosure is sought, the FSA and PwC, and the documents requested, are located in the United Kingdom, beyond the reach of the Court's subpoena power). The instant case presents the very circumstances the Hague Convention is designed to address.8 16.

Second, the documents requested in the Letters of Request are

highly relevant to prosecution of the Rule 60(b) Motions. Those motions allege, among other things, the existence of undisclosed discounts and the realization of billions in profits -- even though the Court was advised of a transaction where liabilities either exceeded or equaled the assets transferred to Barclays. Similarly, the information provided to the FSA relating to Barclays' Initial Proposal, its denial (hours before the

7

8

Reflecting principles of judicial and international comity, “[t]he general principle which is followed in England in relation to a request from a foreign Court or assistance in obtaining evidence for the purpose of proceedings in that Court is that the English Court will ordinarily give effect to a request so far as is proper and practicable and to the extent that it is permissible under English law.” Civil Procedure Rules 1998 c.34.21.2 (citing Seyfang v. G. D. Searle & Co. [1973] Q.B. 148 at 151; [1973] 1 All E.R. 290 at 293). Notably, Barclays has not provided its regulators' or auditors' documents in response to the Lehman Debtors' April 2009 and June 2009 requests and has not agreed to produce such documents.

11

commencement of the chapter 11 cases), and its resuscitation just days later (albeit incarnated as a bankruptcy sale of the North American broker-dealer business) relates directly to the Rule 60(b) Motions. 17.

Third, the Committee’s document requests are narrowly tailored

and conform to governing law. The Committee recognizes that under the Hague Convention, the U.K. Court will not require a person "to produce any documents other than particular documents specified in the order as being documents appearing to the court making the order to be, or to be likely to be, in his possession, custody or power." 1975 Act 2(4)(b). Consistent with this provision, the document requests in the Schedules annexed to the Letters of Request are narrowly tailored and seek only particular documents from the FSA and PwC relating to the Sale Transaction and the Results Announcement. 18.

Fourth, the Committee will retain the documents confidentially

pursuant to the Confidentiality Stipulation.9 To that end, neither PwC nor the FSA can allege prejudice in the production of the documents from the dissemination of allegedly confidential information. 19.

Fifth, the Rule 60(b) Motions raise important public interest issues

relating to the largest bankruptcy in U.S. history and disclosures made to the Court regarding a transaction the Court itself described as vital to the national and global economy. Based on these factors, the requests implicate important public interests in the United States.

9

Confidentiality Stipulation And Protective Order Between The Examiner, The Debtors, Trustee, Committee and Barclays Capital Inc., dated on or about July 16, 2009 and "SO ORDERED" on July 30, 2009 (the "Confidentiality Stipulation"). A copy of the Confidentiality Stipulation is attached hereto as Exhibit E.

12

B.

THE LETTER OF REQUEST DOES NOT SEEK EVIDENCE THAT IS PRIVILEGED OR WOULD BE PREJUDICIAL TO THE SECURITY OF THE UNITED KINGDOM

20.

The Committee’s document requests do not offend privilege laws

in the United Kingdom. The 1975 Act preserves the right to withhold evidence on the basis of privilege, as provided by either the law of the England or of the requesting party (here, the United States). 1975 Act 3(1)(a) and (b). Further, the 1975 Act does not require a person to "give any evidence if his doing so would be prejudicial to the security of the United Kingdom." 1975 Act at 3(3). 21.

Notably, the Committee does not seek information that is

privileged under the laws of the United States or England and Wales,10 nor does the Committee seek information the disclosure of which would compromise the United Kingdom's security.

10

Although there is a confidentiality provision in the Financial Services and Markets Act 2000 (c. 8), section 348, that applies to FSA documents in certain circumstances, there is an exception that encompasses insolvency proceedings of this nature. Financial Services and Markets (Disclosure of Confidential Information) Regulations 2001, Regulation 5. So far as the Committee is aware, no UK decision has considered the impact of these provisions in the context of a Hague Convention request, or the particular applicability of the exception to proceedings under Chapter 11. In the event a party with standing disputes the Committee’s position on this point, the issue can be addressed by the UK Court at the U.K. Court Hearing, and should not affect the analysis of whether to issue the Letters of Request in the first instance. Cf., Mesto Materials, Inc., 2007 WL 1875560 at *3 (issuing letter of request notwithstanding issue of whether U.K. reservation under Article 23 (precluding pre-trial discovery) applied: "[w]hether the Letter of Request will ultimately be executed in light of the United Kingdom's reservation under Article 23, however, is unknown. Such decision is best left to the judicial authorities in the United Kingdom").

13

WHEREFORE, the Committee respectfully requests that this Court enter an order substantially in the form attached hereto, issue the Letters of Request annexed hereto as Exhibit A, and award the Committee such other, further relief as it deems appropriate.

Dated: November 24, 2009 New York, New York

QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP /s/ James C. Tecce Susheel Kirpalani James C. Tecce Marc A. Palladino 51 Madison Avenue New York, New York 10010 Telephone No.: (212) 849-7000 Facsimile No.: (212) 849-7100 Special Counsel to the Official Committee Of Unsecured Creditors Of Lehman Brothers Holdings Inc., et al.

EXHIBIT A

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re:

Chapter 11

LEHMAN BROTHERS HOLDINGS INC., et al.

Case No. 08-13555 (JMP) (Jointly Administered)

Debtors.

In re: SIPA Proceeding Case No. 08-01420 (JMP)

LEHMAN BROTHERS, INC. Debtor.

LETTER OF REQUEST Request for International Judicial Assistance Pursuant to the Hague Convention of 18 March 1970 on the Taking of Evidence in Civil or Commercial Matters

By the United States Bankruptcy Court, Southern District of New York Hon James M. Peck

03690.61377/3216552.1 NYI-4230551v1

DEFINITIONS "Asset Purchase Agreement" means the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, LBI, LB 745 LLC, and Barclays. "Barclays" means Barclays Capital Inc., all affiliates and subsidiaries thereof, and any agent, servant, employee or representative of any of the foregoing. "Barclays 2008 Results Announcement" means the document entitled "Barclays PLC Results Announcement, Figures 2008" and approved by the Barclays' Board of Directors on February 8, 2009. "Clarification Letter" means the letter, dated as of September 20, 2008, from Barclays to LBHI, LBI, and LB 745 LLC, Attn. Steven Berkenfeld, Esq. "Committee" means the Official Committee of Unsecured Creditors of LBHI and its affiliated Chapter 11 debtors. "Court", unless otherwise stated, means the United States Bankruptcy Court for the Southern District of New York "December Settlement" means the settlement that was the subject of the Motion under II U.S.C. §§ 105 & 365 and Fed. R. Bankr. P. 9019(a) for Entry of an Order Approving Settlement Agreement, filed on December 5, 2008, Docket No. 387 in Case No. 08-1420 (JMP). "First Amendment" means the First Amendment to Asset Purchase Agreement, dated as of September 19, 2008, among LBHI, LBI, LB 745 LLC, and Barclays. "Initial Barclays Purchase Proposal" means Barclays' proposed purchase of all or any portion of Lehman Brothers as contemplated as of on or about September 14, 2008. "LBHI" means Lehman Brothers Holdings Inc., all affiliates and subsidiaries thereof, and any agent, servant, employee or representative of any of the foregoing. "LBI" means Lehman Brothers Inc., and any agent, servant, employee or representative thereof. "Lehman Brothers" means LBI, LBHI and their affiliates and subsidiaries.

03690 61377/3216552 1

NYI-4230551v1

"Motions" means the Motions brought on 15 September 2009 by the Committee, LBHI, and the Trustee pursuant to Rule 60(b) of the Federal Rules of Procedure and Rule 9024 of the Federal Rules of Bankruptcy Procedure, seeking from the Court relief from the Sale Order. "PwC" means PricewaterhouseCoopers LLP and, for the avoidance of doubt, refers to the United Kingdom entity of the PricewaterhouseCoopers International Limited, which is a separate and independent legal entity from any United States Pricewaterhouse Coopers entity. "Requesting Party" means the Committee. "Sale Hearing" means the 19 September 2008 hearing on LBHI' s Motion to Approve the Sale of Purchased Assets and the Assumption and Assignment of Contracts Relating to the Purchased Assets. "Sale Orders" means the Court's (i) Order Under 11 U.S.C. §§ 105(a), 363, and 365 and Federal Rules of Bankruptcy Procedure 2002, 6004 and 6006 Authorizing and Approving (A) the Sale of Purchased Assets Free and Clear of Liens and Other Interests and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases, dated September 20, 2008, and (ii) Order Approving, and Incorporating by reference for the Purposes of this Proceeding, an Order Authorizing the Sale of Purchased Assets and Other Relief in the Lehman Brothers Holdings Inc. Chapter 11 Proceeding. "Sale Transaction" means the sale of assets of LBHI, LBI, and LB 745 LLC to Barclays that was the subject of the Sale Orders, and any proposed sale of assets of LBHI, LBI or LB 745 to Barclays, whether or not consummated, prior to the Sale Hearing. "Trustee" means the SIPA Trustee for Lehman Brothers, Inc

03690.61377/3216552.1

NYI-4230551v1

3

TO THE HIGH COURT OF ENGLAND AND WALES:

The United States Bankruptcy Court for the Southern District of New York presents its compliments to the High Court of England and Wales and requests international judicial assistance to obtain the production of documents from the PwC as set forth the Schedule to this Letter. This request is made pursuant to the Hague Convention of 18 March 1970 on the Taking of Evidence Abroad in Civil or Commercial Matters, as adopted and implemented in the United States of America at 28 U.S.C. § 1781, and in the United Kingdom by the Evidence (Proceedings in Other Jurisdictions) Act 1975, and Part 34 of the Civil Procedure Rules. This Court, the United States Bankruptcy Court for the Southern District of New York, is a competent court of law and equity which properly has jurisdiction over this proceeding, and has the power to compel the production of documents both within and outside its jurisdiction. PwC is or is likely to have in its control the particular documents specified in the requests in the Schedule to this Letter. The production of these documents by PwC is intended for use at trial of certain motions brought by the Plaintiffs, and in the view of this Court will be relevant to the issues raised by those motions. The documents sought here will be relevant to determining whether a court-approved order under Chapter 11 of the United States Bankruptcy Code, for the sale of certain assets from Lehman

03690.61377/3216552.1 NYI-4230551v1

4

Brothers Inc to Barclays Capital, ought to be modified. The evidence sought in this Letter of Request goes to the heart of significant issues of fact and law that will influence the final determination of the Motions brought by the Plaintiffs against the Defendant (as they are set out herein) and is needed as evidence to be introduced in further proceedings and hearings on the Motions.. This request is made with the understanding that it will in no way require any person to commit any offense, or to undergo a broader form of inquiry than he or she would if this litigation were conducted in England and Wales. In the proper exercise of its authority, this Court has determined that the production of the documents described in the Schedule cannot be secured except by the intervention of the High Court of England and Wales.

03690.61377/3216552.1 NYI-4230551v1

1.

SENDERS: James C. Tecce QUINN EMANUEL URQUHART OLIVER & HEDGES,

LLP

51 Madison Avenue, 22nd Floor New York, New York 10010 United States of America Telephone: (212) 849 7000 Facsimile: (212) 849 7100 Robert W. Gaffey/Jayant W. Tambe/William J. Hine JONES DAY

222 East 41 st Street New York, New York 10017-6702 U.S.A. Telephone: (212) 326 3939 Facsimile: (212) 755 7306 CENTRAL AUTHORITY OF THE REQUESTED STATE:

2.

Foreign and Commonwealth Office Clive House Petty France London SW1A 2AL United Kingdom 3.

PERSON TO WHOM THE EXECUTED REQUEST IS TO BE RETURNED: Richard East/Marc Becker/James Shaerf QUINN EMANUEL URQUHART OLIVER & HEDGES

LLP

16 Old Bailey London EC4M 7EG United Kingdom Telephone: +44 (0) 20 7653 2000 Facsimile: +44 (0) 20 7653 2100 a.

SPECIFICATION OF THE DATE BY WHICH THE REQUESTING AUTHORITY REQUIRES RECEIPT OF THE RESPONSE TO THE LETTER OF REQUEST: As soon as reasonably practicable consistent with the Court's calendar.

03690.61377/3216552.1 NYI-4230551v1

4.

IN CONFORMITY WITH ARTICLE 3 OF THE CONVENTION, THE UNDERSIGNED APPLICANT HAS THE HONOR TO SUBMIT THE FOLLOWING REQUEST:

5.

a. REQUESTING JUDICIAL AUTHORITY: The Honorable James M. Peck United States Bankruptcy Court Southern District of New York One Bowling Green New York, NY 10004 U.S.A. TO THE COMPETENT AUTHORITY OF: England and Wales, United Kingdom NAME OF THE CASE AND IDENTIFYING NUMBER:

c.

In re: LEHMAN BROTHERS HOLDINGS INC., et al., Case No. 08-13555 (JMP), United States Bankruptcy Court for the Southern District of New York In re: LEHMAN BROTHERS INC., Case No. 08-01420 (JPM), United States Bankruptcy Court for the Southern District of New York 6.

NAMES AND ADDRESSES OF THE PARTIES AND THEIR REPRESENTATIVES: a.

PLAINTIFFS: (1)

The Committee. Representatives:

James C. Tecce QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP

51 Madison Avenue, 22nd Floor New York, New York 10010 U.S.A. Telephone: (212) 849 7000 Facsimile: (212) 849 7100 (2)

LBHI. Representatives:

Robert W. Gaffey/Jayant W. Tambe/William J. Hine JONES DAY

222 East 41 St Street New York, New York 10017-6702 U.S.A.

03690.61377/3216552.1 NYI-4230551v 1

Telephone: (212) 326 3939 Facsimile: (212) 755 7306 b.

DEFENDANTS AND THIRD-PARTY PLAINTIFFS: (1)

Barclays. Jonathan D. Schiller/Hamish P.M. flume LLP 575 Lexington Avenue New York, NY 10022 U.S.A. Telephone: (212) 446 2300 Facsimile: (212) 446 2350

Representatives:

BOIES, SCHILLER & FLEXNER,

THIRD-PARTY DEFENDANTS:

c.

None. NATURE OF THE PROCEEDINGS (DIVORCE, PATERNITY, BREACH OF CONTRACT, PRODUCT LIABILITY, ETC.):

7. a.

The proceeding is a civil motion under the Federal Rules of Civil Procedure seeking relief from the Sale Orders approved by the Court.

a,

SUMMARY OF COMPLAINT: During the weekend of 13 September 2008 and 14 September 2008, Barclays made a bid to purchase Lehman Brothers. On Sunday 14 September 2008, the proposed acquisition was submitted to the FSA for its approval. The FSA did not approve the acquisition. On Monday 15 September 2008, LBHI filed for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. Shortly after LBHI filed for chapter 11 protection on 15 September 2008, Barclays, LBHI and LBI announced Barclays would purchase LBI's North American broker-dealer business. As described in a press release dated September 17, Barclays agreed to "acquire [LBI's] North American investment banking and capital markets operations and supporting infrastructure." Barclays also publicly described the deal as "acquir[ing] trading assets with a current estimated value of £40bn (US$72bn) and trading liabilities with a current estimated value of f38bn (US$68bn) for a cash consideration of £0.14bn (US$0.25bn). " The Sale Transaction was effected through three documents: the Asset Purchase Agreement, the First Amendment, and the Clarification Letter. There is a dispute as to when or if the Court in fact approved the Clarification Letter, but it is common ground that the Clarification Letter was executed after the Court

03690.61377/3216552.1

NYI-4230551v1

8

approved the Sale Transaction. The Sale Transaction was negotiated by very senior LBHI and Barclays personnel. At the 19 September 2008 Sale Hearing, the Court held a contested hearing to consider approval of the Sale Transaction. On 20 September 2008, the Sale Transaction was approved pursuant to the Sale Orders entered by the US Bankruptcy Court. Following the Sale Hearing and entry of the Sale Orders, the parties to the Sale Transaction entered into the Clarification Letter which was dated 20 September 2008 and executed 22 September 2008. The parties' dispute concerns, among other things, the Clarification Letter, and, in particular, the extent to which its terms modified the Sale Transaction from what had been disclosed to and approved by the Bankruptcy Court and whether the modifications were beyond the scope of the Sale Order. Barclays sought regulatory approval from the FSA before entering into the Sale Transaction. On 15 September 2009, the Committee, the Trustee and LBHI each filed motions under, inter alia, Rule 60(b) of the Federal Rules of Civil Procedure and Rule 9024 of the Federal Rules of Bankruptcy Procedure in the United States Bankruptcy Court seeking relief from the Sale Orders. The substance of these Motions is that: (1)

The Sale Transaction ultimately was consummated differently from the Sale Transaction that was represented to the US Bankruptcy Court (and approved by the US Bankruptcy Court). The Motions argue that in the days after the Sale Transaction was approved by the Court, Barclays sought billions of dollars in additional assets, which transfers where neither disclosed to nor approved by the Court.

(2)

To provide just one example, the Motions argue that, unbeknownst to the Court or the Committee, Barclays was promised a $5 billion discount from the transferred assets' book value.

(3)

The Motions reference, among other things, argue that, while the Sale Transaction as described to the Court contemplated an equivalent exchange of value or a transaction that would produce a net gain for Lehman, Barclays's public financial statements, indicate a gain on the Sale Transaction for Barclays of approximately £2.62 billion (more than $5 billion at the then prevailing exchange rate) arising from what Barclays described as "[t]he excess of fair value of net assets over the consideration paid . . . on acquisition."

The parties prosecuting the Motions and Barclays have agreed to a stipulated protective order governing the production of documents in connection with the 03690.61377/3216552.1 NYI-4230551v1

Motions. Under that agreement, certain documents designated confidential and highly confidential must be maintained as such absent further order of the US Bankruptcy Court. The parties also have entered into a scheduling stipulation that provides for disclosure to be conducted through March 2010, at which point the parties will present oral argument to the Court. Thereafter, if the Court considers it necessary, the parties will proceed to a trial in April 2010. b.

SUMMARY OF DEFENSES AND COUNTERCLAIMS: To date, Barclays has not answered the Motions (and is to do so in February 2010). Nonetheless, Barclays has suggested that it will argue the Court should deny the motions on the grounds of, inter alia, waiver and estoppel. Barclays also maintains it undertook significant risk in connection with the acquisition, for which it was entitled to additional assets to provide protection (e.g., against market fluctuations). OTHER NECESSARY INFORMATION OR DOCUMENTS:

c.

The Court encloses the Motions, the stipulated protective order governing the production of documents with respect to the Motions, and the scheduling stipulation and order a. EVIDENCE TO BE OBTAINED OR OTHER JUDICIAL ACT TO BE PERFORMED:

8.

The obtaining of the production of documents as described in Schedule s A and B herein, in connection with proceedings described in Paragraph 7.a. and 7.b. above. b.

PURPOSE OF THE EVIDENCE OR JUDICIAL ACT SOUGHT: The party from whom disclosure is sought, PwC (the United Kingdom entity), is in London, and is not located in nor doing business in the United States and thus cannot be directly compelled by United States Courts to produce the requested documents. More particularly, the documents sought from PwC are not located in the State of New York or the United States and thus PwC cannot be directly compelled by the United States Courts to produce the requested documents. The documents produced pursuant to this Letter of Request are admissible evidence under United States law, i.e. the Federal Rule of Evidence and will be offered as further evidence in support of, or in opposition to, the Motions and in the trial if necessary. This evidence is sought, as described in Paragraph 8.a. above, to prove specific facts regarding the Sale Transaction, how it differed from the Sale Orders, and the reasoning behind such differences as the case may be, and the attached schedules of requested documents was drafted to address these specific issues. Information leading to a train of inquiry or other information is not sought by this Letter of Request.

03690.61377/3216552.1 NYI-4230551v1

- 10-

While the Court expresses no view as to the merits or otherwise of the Motions, it is of the view that the sought evidence will be relevant to and either probative or disprobative of the complaints at the heart of the Motions. 9.

ADDRESS OF PARTIES FROM WHOM DISCLOSURE IS SOUGHT It has been represented to the Court that PwC currently resides at: 1 Embankment Place London WC2N 6RH United Kingdom Telephone: +44 (0) 20 7583 5000 Facsimile: +44 (0) 20 7822 4652

10.

QUESTIONS TO BE PUT TO THE PERSONS TO BE EXAMINED OR STATEMENT OF THE SUBJECT-MATTER ABOUT WHICH THEY ARE TO BE EXAMINED: None.

11.

DOCUMENTS OR OTHER PROPERTY TO BE INSPECTED: See the Schedule of Requested Documents from PwC

12.

ANY REQUIREMENT THAT THE EVIDENCE BE GIVEN ON OATH OR AFFIRMATION AND ANY SPECIAL FORM TO BE USED. (IN THE EVENT THAT THE EVIDENCE CANNOT BE TAKEN IN THE MANNER REQUESTED, SPECIFY WHETHER IT IS TO BE TAKEN IN SUCH MANNER AS PROVIDED BY LOCAL LAW FOR THE FORMAL TAKING OF EVIDENCE): None.

13.

SPECIAL METHODS OR PROCEDURE TO BE FOLLOWED (E.G., ORAL OR IN WRITING, VERBATIM TRANSCRIPT OR SUMMARY, CROSS-EXAMINATION, ETC.). IN THE EVENT THAT THE EVIDENCE CANNOT BE TAKEN IN THE MANNER REQUESTED, SPECIFY WHETHER IT IS TO BE TAKEN IN SUCH MANNER AS PROVIDED BY LOCAL LAW: None.

14.

REQUEST FOR NOTIFICATION OF THE TIME AND PLACE FOR THE EXECUTION OF THE REQUEST AND IDENTITY AND ADDRESS OF ANY PERSON TO BE NOTIFIED: The Court requests that notice be given to the following persons: Richard East/Marc Becker/James Shaerf QUINN EMANUEL URQUHART OLIVER & HEDGES

03690.61377/3216552.1 NY1-4230551v 1

LLP

16 Old Bailey London EC4M 7EG United Kingdom Telephone: +44 (0)20 7653 2000 Facsimile: +44 (0)20 7653 2100 15.

REQUEST FOR ATTENDANCE OR PARTICIPATION OF JUDICIAL PERSONNEL OF THE REQUESTING AUTHORITY AT THE EXECUTION OF THE LETTER OF REQUEST: None.

16.

SPECIFICATION OF PRIVILEGE OR DUTY TO REFUSE TO GIVE EVIDENCE UNDER THE LAW OF THE STATE OF ORIGIN (ATTACH COPIES OF RELEVANT LAWS OR REGULATIONS): None.

17.

THE FEES AND COSTS INCURRED WHICH ARE REIMBURSABLE UNDER THE SECOND PARAGRAPH OF ARTICLE 14 OR UNDER ARTICLE 26 OF THE CONVENTION WILL BE BORNE BY: United States Bankruptcy Court for the Southern District of New York

DATE OF REQUEST: 16 December 2009 SIGNATURE AND SEAL OF THE REQUESTING AUTHORITY:

(Affix Seal Here) Hon. James M. Peck United States Bankruptcy Court for the Southern District of New York

03690.61377/3216552.1 NYI-4230551 v 1

- 12 -

SCHEDULE REQUESTED DOCUMENTS The audit working papers in PwC's Barclays audit file referring to any gain or loss 1. Barclays had on the Sale Transaction, including the December Settlement. The audit working papers in PwC's Barclays audit file referring to the identity of the 2. assets Barclays received in the Sale Transaction, including by means of the December Settlement. The audit working papers in PwC's Barclays audit file supporting or refuting the 3. statement at page 95 of the Barclays 2008 Results Announcement that "[Ole excess of the fair value of net assets acquired over consideration paid resulted in £2,262m of gains on acquisition." The audit working papers in PwC's Barclays audit file setting out the accounting 4. underpinning (1) the decision to enter the Sale Transaction; and (2) the description of the Sale Transaction in Barclays 2008 Results Announcement. 5. The audit working papers in PwC's Barclays audit file setting out the accounting underpinning the description of the Sale Transaction in Barclays 2008 Form 20-F filing with the United States Securities & Exchange Commission. The audit working papers in PwC's Barclays audit file referring to filings Barclays 6. has made with regulatory agencies (particularly the United States Securities and Exchange Commission and the United Kingdom Financial Services Authority) in respect of the Sale Transaction and Barclays' Initial Purchase Proposal The audit working papers in PwC's Barclays audit file in respect of the following 7. items (in particular (i) calculations for each item of (ii) Barclays' management representations in relation to each item, and (iii) data entered electronically into the PwC audit program for each item): (a) the value of £23,837 million for the acquired "Trading Portfolio assets" referred to on page 97, line 2 under "assets" in the Barclays 2008 Results Announcement. (b) the value of £1,948 million for the acquired "available-for-sale financial investment assets" referred to on page 97, line 5 under "assets" in the Barclays 2008 Results Announcement (c) the value of £599 million for the assumed "derivative financial instruments" referred to page 97, line 3 under "liabilities" in the Barclays 2008 Results Announcement (d) the value of £24,409 million for the assumed "liabilities for repurchase agreements and cash collateral on securities lent" referred to on page 97, line 5 under "liabilities" in the Barclays 2008 Results Announcement.

03690.61377/3216552.1

NYI-4230551v1



-

13 -

The reconciliation between balances as set out in the PwC audit working papers 8. with respect to Barclays and the following balances in the Barclays 2008 Results Announcement: (a) £23,837 million for the acquired "Trading Portfolio assets" referred to on page 97, line 2 under "assets". (b) £1,948 million for the acquired "available-for-sale financial investment assets" referred to on page 97, line 5 under "assets". (c) £599 million for the assumed "derivative financial instruments" referred to page 97, line 3 under "liabilities". (d) £24,409 million for the assumed "liabilities for repurchase agreements and cash collateral on securities lent" referred to on page 97, line 5 under "liabilities".

03690.61377/3216552.1 NYI-4230551v 1

-

14 -

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re:

Chapter 11

LEHMAN BROTHERS HOLDINGS INC., et al.

Case No. 08-13555 (JMP) (Jointly Administered)

Debtors.

In re: SIPA Proceeding Case No. 08-01420 (JMP)

LEHMAN BROTHERS, INC. Debtor.

LETTER OF REQUEST Request for International Judicial Assistance Pursuant to the Hague Convention of 18 March 1970 on the Taking of Evidence in Civil or Commercial Matters

By the United States Bankruptcy Court, Southern District of New York Hon James M. Peck

03690.61377/3216550.1 NYI-4230551v1

DEFINITIONS "Asset Purchase Agreement" means the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, LBI, LB 745 LLC, and Barclays. "Barclays" means Barclays Capital Inc., all affiliates and subsidiaries thereof, and any agent, servant, employee or representative of any of the foregoing. "Barclays 2008 Results Announcement" means the document entitled "Barclays PLC Results Announcement, Figures 2008" and approved by the Barclays' Board of Directors on February 8, 2009. "Clarification Letter" means the letter, dated as of September 20, 2008, from Barclays to LBHI, LBI, and LB 745 LLC, Attn. Steven Berkenfeld, Esq. "Committee" means the Official Committee of Unsecured Creditors of LBHI and its affiliated Chapter 11 debtors. "Court", unless otherwise stated, means the United States Bankruptcy Court for the Southern District of New York "December Settlement" means the settlement that was the subject of the Motion under 11 U.S.C. §§ 105 & 365 and Fed. R. Bankr. P. 9019(a) for Entry of an Order Approving Settlement Agreement, filed on December 5, 2008, Docket No. 387 in Case No. 08-1420 (JMP). "First Amendment" means the First Amendment to Asset Purchase Agreement, dated as of September 19, 2008, among LBHI, LBI, LB 745 LLC, and Barclays. "FSA" means the Financial Services Authority. "Initial Barclays Purchase Proposal" means Barclays' proposed purchase of all or any portion of Lehman Brothers as contemplated as of on or about September 14, 2008. "LBHI" means Lehman Brothers Holdings Inc., all affiliates and subsidiaries thereof, and any agent, servant, employee or representative of any of the foregoing. "LBI" means Lehman Brothers Inc., and any agent, servant, employee or representative thereof

03690.61377/3216550.1 NYI-4230551v1

2

"Lehman Brothers" means LBI, LBHI and their affiliates and subsidiaries. "Motions" means the Motions brought on 15 September 2009 by the Committee, LBHI, and the Trustee pursuant to Rule 60(b) of the Federal Rules of Procedure and Rule 9024 of the Federal Rules of Bankruptcy Procedure, seeking from the Court relief from the Sale Order. "Requesting Party" means the Committee. "Sale Hearing" means the 19 September 2008 hearing on LBHI's Motion to Approve the Sale of Purchased Assets and the Assumption and Assignment of Contracts Relating to the Purchased Assets. "Sale Orders" means the Court's (i) Order Under 11 U.S.C. §§ 105(a), 363, and 365 and Federal Rules of Bankruptcy Procedure 2002, 6004 and 6006 Authorizing and Approving (A) the Sale of Purchased Assets Free and Clear of Liens and Other Interests and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases, dated September 20, 2008, and (ii) Order Approving, and Incorporating by reference for the Purposes of this Proceeding, an Order Authorizing the Sale of Purchased Assets and Other Relief in the Lehman Brothers Holdings Inc. Chapter 11 Proceeding. "Sale Transaction" means the sale of assets of LBHI, LBI, and LB 745 LLC to Barclays that was the subject of the Sale Orders, and any proposed sale of assets of LBHI, LBI or LB 745 to Barclays, whether or not consummated, prior to the Sale Hearing. "Trustee" means the SIPA Trustee for Lehman Brothers, Inc

03690.61377/3216550.1 NY1-4230551v1

TO THE HIGH COURT OF ENGLAND AND WALES:

The United States Bankruptcy Court for the Southern District of New York presents its compliments to the High Court of England and Wales and requests international judicial assistance to obtain the production of documents from the FSA as set forth in the Schedule to this Letter. This request is made pursuant to the Hague Convention of 18 March 1970 on the Taking of Evidence Abroad in Civil or Commercial Matters, as adopted and implemented in the United States of America at 28 U.S.C. § 1781, and in the United Kingdom by the Evidence (Proceedings in Other Jurisdictions) Act 1975, and Part 34 of the Civil Procedure Rules. This Court, the United States Bankruptcy Court for the Southern District of New York, is a competent court of law and equity which properly has jurisdiction over this proceeding, and has the power to compel the production of documents both within and outside its jurisdiction. The FSA is or is likely to have in its control the particular documents specified in the requests in the Schedule to this letter. The production of these documents by the FSA is intended for use at trial of certain motions brought by the Plaintiffs, and in the view of this Court will be relevant to the issues raised by those motions. The documents sought here will be relevant to determining whether a court-approved order under Chapter 11 of the United States Bankruptcy Code, for the sale of certain assets from Lehman

03690.61377/3216550.1 NYI-4230551v1

Brothers Inc to Barclays Capital, ought to be modified. The evidence sought in this Letter of Request goes to the heart of significant issues of fact and law that will influence the final determination of the Motions brought by the Plaintiffs against the Defendant (as they are set out herein) and is needed as evidence to be introduced in further proceedings and hearings on the Motions.. This request is made with the understanding that it will in no way require any person to commit any offense, or to undergo a broader form of inquiry than he or she would if this litigation were conducted in England and Wales. In the proper exercise of its authority, this Court has determined that the production of the documents described in Schedules A and B cannot be secured except by the intervention of the High Court of England and Wales.

03690.61377/3216550.1 NYI-4230551v1

1.

SENDERS: James C. Tecce QUINN EMANUEL URQUHART OLIVER & HEDGES,

LLP

51 Madison Avenue, 22nd Floor New York, New York 10010 United States of America Telephone: (212) 849 7000 Facsimile: (212) 849 7100 Robert W. Gaffey/Jayant W. Tambe/William J. Hine JONES DAY

222 East 41 st Street New York, New York 10017-6702 U.S.A. Telephone: (212) 326 3939 Facsimile: (212) 755 7306 William R. Maguire/Neil J. Oxford HUGHES HUBBARD & REED, LLP

One Battery Park Plaza New York, NY 10004 U.S.A. Telephone: (212) 837 6000 Facsimile: (212) 422 4726 2.

CENTRAL AUTHORITY OF THE REQUESTED STATE: Foreign and Commonwealth Office Clive House Petty France London SW1A 2AL United Kingdom

3.

PERSON TO WHOM THE EXECUTED REQUEST IS TO BE RETURNED: Richard East/Marc Becker/James Shaerf QUINN EMANUEL URQUHART OLIVER & HEDGES LLP

16 Old Bailey London EC4M 7EG United Kingdom Telephone: +44 (0) 20 7653 2000 Facsimile: +44 (0) 20 7653 2100

03690.61377/3216550.1

NY1-4230551v1

6

SPECIFICATION OF THE DATE BY WHICH THE REQUESTING AUTHORITY REQUIRES RECEIPT OF THE RESPONSE TO THE LETTER OF REQUEST:

a.

As soon as reasonably practicable consistent with the Court's calendar. 4.

IN CONFORMITY WITH ARTICLE 3 OF THE CONVENTION, THE UNDERSIGNED APPLICANT HAS THE HONOR TO SUBMIT THE FOLLOWING REQUEST:

5.

a. REQUESTING JUDICIAL AUTHORITY: The Honorable James M. Peck United States Bankruptcy Court Southern District of New York One Bowling Green New York, NY 10004 U. S .A. TO THE COMPETENT AUTHORITY OF: England and Wales, United Kingdom NAME OF THE CASE AND IDENTIFYING NUMBER:

c.

In re: LEHMAN BROTHERS HOLDINGS INC., et al., Case No. 08-13555 (JMP), United States Bankruptcy Court for the Southern District of New York In re: LEHMAN BROTHERS INC., Case No. 08-01420 (JPM), United States Bankruptcy Court for the Southern District of New York 6.

NAMES AND ADDRESSES OF THE PARTIES AND THEIR REPRESENTATIVES: a.

PLAINTIFFS: (1)

The Committee. Representatives:

James C. Tecce QUINN EMANUEL URQUHART OLIVER &

LLP 51 Madison Avenue, 22nd Floor New York, New York 10010 U.S.A. Telephone: (212) 849 7000 Facsimile: (212) 849 7100 HEDGES,

03690.61377/3216550.1 NYI-4230551v1

(2)

LBHI. Representatives:

Robert W. Gaffey/Jayant W. Tambe/William J. Hine JONES DAY

222 East 41 st Street New York, New York 10017-6702 U.S.A. Telephone: (212) 326 3939 Facsimile: (212) 755 7306 (3)

The Trustee. Representatives:

William R. Maguire/Neil J. Oxford LLP One Battery Park Plaza New York, NY 10004 U.S.A. Telephone: (212) 837 6000 Facsimile: (212) 422 4726 HUGHES HUBBARD & REED,

b.

DEFENDANTS AND THIRD-PARTY PLAINTIFFS: (1)

Barclays. Representatives:

Jonathan D. Schiller/Hamish P.M. Hume BOIES, SCHILLER & FLEXNER, LLP 575 Lexington Avenue New York, NY 10022 U.S.A. Telephone: (212) 446 2300 Facsimile: (212) 446 2350

THIRD-PARTY DEFENDANTS:

c.

None. NATURE OF THE PROCEEDINGS (DIVORCE, PATERNITY, BREACH OF CONTRACT, PRODUCT LIABILITY, ETC.):

7. a.

The proceeding is a civil motion under the Federal Rules of Civil Procedure seeking relief from the Sale Orders approved by the Court.

a.

SUMMARY OF COMPLAINT: During the weekend of 13 September 2008 and 14 September 2008, Barclays made a bid to purchase Lehman Brothers. On Sunday 14 September 2008, the proposed acquisition was submitted to the FSA for its approval. The FSA did not

03690.61377/3216550,1 NYI-4230551 v 1

approve the acquisition. On Monday 15 September 2008, LBHI filed for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. Shortly after LBHI filed for chapter 11 protection on 15 September 2008, Barclays, LBHI and LBI announced Barclays would purchase LBI's North American broker-dealer business. As described in a press release dated September 17, Barclays agreed to "acquire [LBI's] North American investment banking and capital markets operations and supporting infrastructure." Barclays also publicly described the deal as "acquir[ing] trading assets with a current estimated value of £40bn (US$72bn) and trading liabilities with a current estimated value of £38bn (US$68bn) for a cash consideration of £0.14bn (US$0.25bn). " The Sale Transaction was effected through three documents: the Asset Purchase Agreement, the First Amendment, and the Clarification Letter. There is a dispute as to when or if the Court in fact approved the Clarification Letter, but it is common ground that the Clarification Letter was executed after the Court approved the Sale Transaction. The Sale Transaction was negotiated by very senior LBHI and Barclays personnel. At the 19 September 2008 Sale Hearing, the Court held a contested hearing to consider approval of the Sale Transaction. On 20 September 2008, the Sale Transaction was approved pursuant to the Sale Orders entered by the US Bankruptcy Court. Following the Sale Hearing and entry of the Sale Orders, the parties to the Sale Transaction entered into the Clarification Letter which was dated 20 September 2008 and executed 22 September 2008. The parties' dispute concerns, among other things, the Clarification Letter, and, in particular, the extent to which its terms modified the Sale Transaction from what had been disclosed to and approved by the Bankruptcy Court and whether the modifications were beyond the scope of the Sale Order. Barclays sought regulatory approval from the FSA before entering into the Sale Transaction. On 15 September 2009, the Committee, the Trustee and LBHI each filed motions under, inter alia, Rule 60(b) of the Federal Rules of Civil Procedure and Rule 9024 of the Federal Rules of Bankruptcy Procedure in the United States Bankruptcy Court seeking relief from the Sale Orders. The substance of these Motions is that: (1) The Sale Transaction ultimately was consummated differently from the Sale Transaction that was represented to the US Bankruptcy Court (and approved by the US Bankruptcy Court). The Motions argue that in the days after the Sale Transaction was approved by the Court, Barclays

03690.61377/3216550.1 NYI-4230551v 1

sought billions of dollars in additional assets, which transfers where neither disclosed to nor approved by the Court. (2)

To provide just one example, the Motions argue that, unbeknownst to the Court or the Committee, Barclays was promised a $5 billion discount from the transferred assets' book value.

(3)

The Motions reference , among other things, argue that, while the Sale Transaction as described to the Court contemplated an equivalent exchange of value or a transaction that would produce a net gain for Lehman, Barclays's public financial statements, indicate a gain on the Sale Transaction for Barclays of approximately £2.62 billion (more than $5 billion at the then prevailing exchange rate) arising from what Barclays described as "Nile excess of fair value of net assets over the consideration paid . . . on acquisition."

The parties prosecuting the Motions and Barclays have agreed to a stipulated protective order governing the production of documents in connection with the Motions. Under that agreement, certain documents designated confidential and highly confidential must be maintained as such absent further order of the US Bankruptcy Court. The parties also have entered into a scheduling stipulation that provides for disclosure to be conducted through March 2010, at which point the parties will present oral argument to the Court. Thereafter, if the Court considers it necessary, the parties will proceed to a trial in April 2010. b.

SUMMARY OF DEFENSES AND COUNTERCLAIMS: To date, Barclays has not answered the Motions (and is to do so in February 2010). Nonetheless, Barclays has suggested that it will argue the Court should deny the motions on the grounds of, inter alia, waiver and estoppel. Barclays also maintains it undertook significant risk in connection with the acquisition, for which it was entitled to additional assets to provide protection (e.g., against market fluctuations).

c.

OTHER NECESSARY INFORMATION OR DOCUMENTS: The Court encloses the Motions, the stipulated protective order governing the production of documents with respect to the Motions, and the scheduling stipulation and order a. EVIDENCE TO BE OBTAINED OR OTHER JUDICIAL ACT TO BE PERFORMED: The obtaining of the production of documents as described in Schedule s A and B herein, in connection with proceedings described in Paragraph 7.a. and 7.b. above.

b.

03690.61377/3216550.1 NYI-4230551v1



PURPOSE OF THE EVIDENCE OR JUDICIAL ACT SOUGHT:

- 10 -

The party from whom disclosure is sought, the FSA, is in London, and is not located in nor doing business in the United States and thus cannot be directly compelled by United States Courts to produce the requested documents. More particularly, the documents sought from the FSA are not located in the State of New York or the United States and thus the FSA cannot be directly compelled by the United States Courts to produce the requested documents. The documents produced pursuant to this Letter of Request are admissible evidence under United States law, i.e. the Federal Rule of Evidence and will be offered as further evidence in support of, or in opposition to, the Motions and in the trial if necessary. This evidence is sought, as described in Paragraph 8.a. above, to prove specific facts regarding the Sale Transaction, how it differed from the Sale Orders, and the reasoning behind such differences as the case may be, and the attached schedules of requested documents was drafted to address these specific issues. Information leading to a train of inquiry or other information is not sought by this Letter of Request. While the Court expresses no view as to the merits or otherwise of the Motions, it is of the view that the sought evidence will be relevant to and either probative or disprobative of the complaints at the heart of the Motions. 9.

ADDRESS OF PARTIES FROM WHOM DISCLOSURE IS SOUGHT: It has been represented to the Court that the FSA currently resides at: 25 The North Colonnade Canary Wharf London E14 5HS United Kingdom Telephone: 44 (0) 20 7066 1000 Facsimile: +44 (0) 20 7066 1099

10.

QUESTIONS TO BE PUT TO THE PERSONS TO BE EXAMINED OR STATEMENT OF THE SUBJECT-MATTER ABOUT WHICH THEY ARE TO BE EXAMINED: None.

11.

DOCUMENTS OR OTHER PROPERTY TO BE INSPECTED: See Schedule of Requested Documents from the FSA

03690.61377/3216550.1 NYI-4230551v1

12.

ANY REQUIREMENT THAT THE EVIDENCE BE GIVEN ON OATH OR AFFIRMATION AND ANY SPECIAL FORM TO BE USED. (IN THE EVENT THAT THE EVIDENCE CANNOT BE TAKEN IN THE MANNER REQUESTED, SPECIFY WHETHER IT IS TO BE TAKEN IN SUCH MANNER AS PROVIDED BY LOCAL LAW FOR THE FORMAL TAKING OF EVIDENCE): None.

13.

SPECIAL METHODS OR PROCEDURE TO BE FOLLOWED (E.G., ORAL OR IN WRITING, VERBATIM TRANSCRIPT OR SUMMARY, CROSS-EXAMINATION, ETC.). IN THE EVENT THAT THE EVIDENCE CANNOT BE TAKEN IN THE MANNER REQUESTED, SPECIFY WHETHER IT IS TO BE TAKEN IN SUCH MANNER AS PROVIDED BY LOCAL LAW: None.

14.

REQUEST FOR NOTIFICATION OF THE TIME AND PLACE FOR THE EXECUTION OF THE REQUEST AND IDENTITY AND ADDRESS OF ANY PERSON TO BE NOTIFIED: The Court requests that notice be given to the following persons: Richard East/Marc Becker/James Shaerf QUINN EMANUEL URQUHART OLIVER & HEDGES

LLP

16 Old Bailey London EC4M 7EG United Kingdom Telephone: +44 (0)20 7653 2000 Facsimile: +44 (0)20 7653 2100 15.

REQUEST FOR ATTENDANCE OR PARTICIPATION OF JUDICIAL PERSONNEL OF THE REQUESTING AUTHORITY AT THE EXECUTION OF THE LETTER OF REQUEST: None.

16.

SPECIFICATION OF PRIVILEGE OR DUTY TO REFUSE TO GIVE EVIDENCE UNDER THE LAW OF THE STATE OF ORIGIN (ATTACH COPIES OF RELEVANT LAWS OR REGULATIONS): There is a live issue as to whether documents held by the FSA are caught by the confidentiality provisions in section 348 of the Financial Markets and Services Act 2000 (UK). The Requesting Party will notify the FSA of its intention to request documents with a view to ventilating the issue of section 348's applicability before the English court requested.

03690.61377/3216550.1 NYI-4230551v1



- 12 -

17. THE FEES AND COSTS INCURRED WHICH ARE REIMBURSABLE UNDER THE SECOND PARAGRAPH OF ARTICLE 14 OR UNDER ARTICLE 26 OF THE CONVENTION WILL BE BORNE BY: United States Bankruptcy Court for the Southern District of New York DATE OF REQUEST: 16 December 2009 SIGNATURE AND SEAL OF THE REQUESTING AUTHORITY:

(Affix Seal Here) Hon. James M. Peck United States Bankruptcy Court for the Southern District of New York

03690.61377/3216550.1 NY1-4230551v1

-

13 -

SCHEDULE REQUESTED DOCUMENTS 1.

Barclays' application for regulatory approval of the Initial Barclays' Purchase Proposal.

2.

The FSA analysis of Barclays' application for regulatory approval of the Initial Barclays' Purchase Proposal.

3.

The FSA response to Barclays' application for regulatory approval of the Initial Barclays' Purchase Proposal.

4.

The FSA's final evaluation of the Initial Barclays' Purchase Proposal.

5.

The FSA internal notes of the meeting between Barclays and the FSA on 22 September 2008 regarding the Sale Transaction, and copies of all documents referred to therein. The response received by the FSA from Barclays to the letter sent by Mark Wharton (Manager, FSA) to Barclays dated 23 September 2008, and the ensuing correspondence between Barclays and the FSA.

7,

The correspondence between from Barclays and the FSA setting out the impact of (i) the Sale Transaction; or (ii) the December Settlement on Barclays' compliance with the Capital Adequacy Directive (2006/49/EC).

8.

The correspondence between Barclays and the FSA referring to the expected profit/loss margin on the Sale Transaction in the dates from 16 September 2008 until the FSA approval of the Sale Transaction.

9.

The FSA evaluation of the results reported in the Barclays 2008 Results Announcement.

10.

The FSA final evaluation of the Sale Transaction and the FSA's analysis of the Sale Transaction.

03690.61377/3216550.1 NYI-4230551v1

- 14 -

EXHIBIT B

Table of Contents Page

Preliminary Results Announcement Key Information



2

Performance Highlights



3

Group Chief Executive's Review



Group Finance Director's Review Consolidated Income Statement Consolidated Balance Sheet

4

7 11 12

Condensed Consolidated Statement of Recognised Income and Expense Condensed Consolidated Cash Flow Statement



14 15

Results by Business UK Retail Banking



Barclays Commercial Bank — Barclaycard

16

Global Retail & Commercial Banking - Western Europe

18 20

— Global Retail & Commercial Banking - Emerging Markets Global Retail & Commercial Banking - Absa Barclays Capital Barclays Global Investors — Barclays Wealth Head Office Functions and Other Operations Risk Management — Analysis of Total Assets — Barclays Capital Credit Market Exposures — Credit Risk — Market Risk — Liquidity Risk Capital & Performance Management Accounting Policies Notes Other Information Glossary of Terms Index

22



BARCLAYS PLC, 1 cHuRcHILL PLACE, LONDON, E14 SHP, UNITED KINGDOM, TELEPHONE: +4410) 20 7116 1000, COMPANY NO. 48839 Barclays PLC — 2008 Results

24 26 28 30 32 34 37 38 40 59 76 77 79 89 90 116 119 120

The Listing Rules of the UK Listing Authority (Lit 9.7A.1) require that preliminary unaudited statements of annual results must be agreed with the listed company's auditors prior to publication, even though an audit opinion has not yet been issued. In addition, the Listing Rules require such statements to give details of the nature of any likely modification that may be contained in the auditors report to be included with the annual report and accounts. Barclays PLC confirms that it has agreed this preliminary statement of annual results with PricewaterhouseCoopers LLP and that the Board of Directors has not been made aware of any likely modification to the auditors' report required to be included with the annual report and accounts for the year ended 31st December 2008. The information in this announcement, which was approved by the Board of Directors on 8th February 2009, does not comprise statutory accounts for the years ended 31st December 2008 or 31st December 2007, within the meaning of Section 240 of the Companies Act 1985 (the 'Act). Statutory accounts for the year ended 31st December 2008, which also include certain information required for the Joint Annual Report on Form 20-F of Barclays PLC and Barclays Bank PLC to the US Securities and Exchange Commission (SEC), will be delivered to the Registrar of Companies in accordance with Section 242 of the Act. Statutory accounts for the year ended 31st December 2007 have been delivered to the Registrar of Companies and the Group's auditors have reported on those accounts and have given an unqualified report which does not contain a statement under Section 237(2) or (3) of the Act. The 2008 Annual Review and Summary Financial Statements will be posted to shareholders together 'with the Group's full Annual Report for those shareholders who request it. Forward-looking statements This document contains certain forward-looking statements within the meaning of Section 71F of the I IS Securities Exchonge Act of 1934, as amended, and Section 27,5 of the US Securities Act of 1933, as amended, with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition and performance. Barclays cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements, These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "expect", "estimate", 'Intend", "plan", "goal", "believe" or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Group's future financial position, income growth, assets, impairment charges, business strategy, capital ratios, leverage, payment of dividends, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market related risks such as changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, progress in the integration of the Lehman Brothers North American businesses into the Group's business and the quantification of the benefits resulting from such acquisition, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition — a number of which factors are beyond the Group's control. As a result, the Group's actual future results may differ materially from the plans, goals, and expectations set forth in the Group's forward-looking statements. Any forward-looking statements made herein speak only as of the date they are made. Except as required by the UK Financial Services Authority FSA, the London Stock Exchange or applicable law, Barclays expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in Barclays expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that Barclays has made or may make in documents it has filed or may file with the SEC.

Barclays PLC —2008 Results

Intentionally left blank

Barclays PLC -- 2008 Results

1

Key Information

Group Results Total income net of insurance claims

Year Ended 31.12.08 £m

Year Ended 31.12.07 £m

73,115

23,000

% Change

(5,419)

(2,795)

94

Operating expenses

(14,366)

(13,199)

9

Gains on acquisitions

2,400

Impairment charges and other credit provisions

Profit before tax

6,il77

7,076

(14)

Profit after tax

5,287

5,095

4

Profit attributable to equity holders of the parent

4,382

4,417

Economic profit

1760

2,290

(23)

68.9p

(14)

Diluted earnings per ordinary share

1:,7 Sp

66.7p

(14)

Dividend per share

11 5p

34.0p

(66)

16.5%

20.3%

02%

57%

I%

65%

Basic earnings per share

Performance Ratios Return on average shareholders equity Cost:income ratio Cost:net income ratio

Ern

Profit Before Tax by Business'

£m

% Change

UK Retail Banking

1,369

1,275

7

Barclays Commercial Bank

1,266 789

1,357 603

(7) 31

GRCB - Western Europe

257

196

31

GRCB - Emerging Markets

134

100

34

CRCS - Absa

552

597

(8)

1,302

2,335

(44)

Barclays Global Investors

595

734

(19)

Barclays Wealth

671

307

119

Barclaycard

Barclays Capital

Pro Forma2 31.12.08

As at 31.12.08

As at 31.12.07

Equity Tier 1 ratio

6.7%

5.8%

5.1%

Tier 1 ratio

9.7%

8.6%

7.6%

14.4%

13.6%

11,2%

Capital and Balance Sheet

Risk asset ratio

332p

Net asset value per share Total shareholders' equity Total assets Risk weighted assets

24x

Adjusted gross leverage

437p

353p

£47,4bri

£32.5bn

£2,053bn

£1,227bn

£433bn

£354bn

28x

33x

I Summary excludes Head Office functions and other operations. 2 Reflects conversion of Mandatorily Convertible Notes and inclusion of all innovative instruments in Tier I capital. Barclays PLC —2008 Results

2

Performance Highlights "In a very difficult economic environment in 2008, Barclays has steered a course that has enabled us to be solidly profitable despite strong headwinds. We are well positioned to maintain Barclays competitive strengths through the undoubted challenges that will come in 2009 and beyond."

Marcus Agius, Chairman "We thank our customers and clients for the business they directed to Barclays In 2008. High levels of activity on their behalf have enabled us to report substantial profit generation in difficult conditions. We benefited from a number of gains on acquisitions and disposals. These contributed to headline profit, and to capital, but the main driver of our results was a solid operating profit performance and record income generation. We commit to reducing the size of our balance sheet over time, and we will maintain our capital ratios at levels that are well ahead of regulatory requirements. We intend to recommence dividend payments during the second half of 2009,"

johii Vailey, Chief Executive •

Group profit before tax was C6077m, down 14% on 2007. Profit included: Gains on acquisitions of £2,406m, including £2,262m relating to Lehman Brothers North American business Profit on disposal of the closed life assurance book of £326m Gains on Visa IP0 and sales of shares in MasterCard of £291m Gross credit market losses and impairment of £8,053m Gains on own credit of £1,663m

•

Global Retail and Commercial Banking profit before tax increased 6% to 4367m UK lending increased to both retail and corporate customers -

•

Strengthened international presence in Barclaycard, Western Europe and Emerging Markets

Investment Banking and Investment Management profit before tax was £2,568m, down 24% reflecting significant gains on acquisition and disposal and the impact of credit market dislocation -

Barclays Capital's strategy of diversification by geography and business accelerated through the acquisition of Lehman Brothers North American business

-

There were strong net new asset flows into Barclays Wealth and Barclays Global Investors despite declines in equity markets

•

Group balance sheet growth driven by over £900bn derivative gross-up, growth in loans and advances of £124bn and impact of foreign exchange rates on non-Sterling assets

•

Risk weighted assets increased 22% (£79bn) to £433bn reflecting: -

the significant depreciation in Sterling relative to both the US Dollar and the Euro procyclicality: macroeconomic indicators generally, and corporate credit conditions specifically, deteriorated towards the end of 2008 leading to ratings declines

• •

Capital ratios were strengthened through the raising of £13.6bn of Tier 1 capital. The year-end pro forma Tier 1 capital ratio was 9.7% and the pro forma Equity Tier 1 ratio was 6.7% Barclays targets reduced adjusted gross leverage and capital ratios significantly ahead of regulatory

requirements

Barclays PLC —2008 Results

3

Group Finance Director's Review Group Performance Barclays delivered profit before tax of £6,077m in 2008, a decline of 14% on 2007. The results included the following significant items: •

gains on acquisition of E2,406m, including £2,262m gain on acquisition of Lehman Brothers North American business

*

profit on disposal of Barclays Closed UK Life assurance business of £326m

*

gains on Visa IPO and sales of shares in MasterCard of £291m, distributed widely across the Group

•

gross credit market losses and impairment of £8,053m, or £4,957m net of related income and hedges of El ,433m and gains on own credit of £1 ,663m

Profit after tax increased 4% to £5,287m, This reflected an effective tax rate of 13% (2007: 28%) primarily due to the gain on the acquisition of Lehman Brothers North American businesses of £2,262m, in part being offset by carried forward US tax losses attributable to Barclays businesses. Earnings per share were 59.3p (2007: 68.9p), a decline of 14% from 2007, reflecting the impact of share issuance during 2008 on the weighted average number of shares in issue. Income grew 1% to E23,115m. Income in Global Retail and Commercial Banking increased 17% and was particularly strong in businesses outside of the UK to which we have directed significant resource. Income in Investment Banking and Investment Management was down 19%. Barclays Capital was affected by very challenging market conditions in 2008, with income falling by £1,888m (27%) on 2007, reflecting gross losses of £6,290m relating to credit market assets, partially offset by gains of £1,663m on the fair valuation of notes issued by Barclays Capital due to widening of credit spreads and £1,433m in related income and hedges. Excluding credit market related losses, gains on own credit and related income and hedges, income in Barclays Capital increased 6%. Impairment charges and other credit provisions of £5,419m increased 94% on the prior year. Impairment charges included £1763m arising from US sub-prime mortgages and other credit market exposures, Other wholesale impairment charges increased significantly as corporate credit conditions turned sharply worse. In Barclays Capital increased charges also arose in prime services, corporate lending and private equity. In Barclays Commercial Bank, increased impairment charges reflected the UK economy moving into recession. In the UK there was a moderate increase in impairment in UK Retail Banking as a result of book growth and a deteriorating economic environment. UK mortgage impairment charges remained low. There was a lower charge in UK cards as net flows into delinquency and arrears levels reduced, Significant impairment growth in our Global Retail and Commercial Banking businesses outside the UK reflected very strong book growth in recent years, and maturation of those portfolios, together with deteriorating credit conditions and rising delinquency rates in the US, South Africa and Spain. Operating expenses increased 9% to £14,366m. We continued to invest in our distribution network in the Global Retail and Commercial Banking businesses. Expenses fell in Barclays Capital due to lower performance related costs. Expenses in Barclays Global Investors included selective support of liquidity products of E263m (2007: £80m). Group gains from property disposals were £148m (2007: £267m), Head Office reflects £101m due to the cost of the contribution to the UK Financial Services Compensation Scheme. Underlying cost growth was well controlled. The Group cost:income ratio deteriorated by five percentage points to 62%.

Business Performance — Global Retail and Commercial Banking UK Retail Banking profit before tax grew 7% to £1,369m. Income grew 4% to £4,482m, reflecting strong growth in Home Finance and minimal settlements on overdraft fees. Loans and advances grew 15% driven by a market share of net new mortgage lending of 36%. Operating expenses showed a modest increase of 2% reflecting active management of the cost base and reduced gains from the sale of property. The cost:income ratio improved one percentage point. Impairment charges increased 8% reflecting strong growth in assets and a deteriorating economic environment. Barclays Commercial Bank profit before tax decreased 7% to £1,266m. Income growth of 7% principally reflected increased sales of treasury products. Loans and advances to customers increased 14% to E80.5bn. Costs increased 14% driven by lower gains on the sale of property, further investment in new payments capability, and growth in the operating lease business. Impairment charges increased 42% as the deteriorating economic environment caused higher delinquency and lower recovery rates on corporate credit.

Barclays PLC — 2008 Results

7

Results by Business Barclays Capital In an exceptionally challenging market environment Barclays Capital profit before tax decreased 44% (El ,033m) to 51,302m (2007: £2,335m). Profit before tax included a gain on the acquisition of Lehman Brothers North American business of £2,262m. Absa Capital profit before tax grew 13% to El 75m (2007: 5155m). Net income included gross losses of E8,053m (2007: £2,999m) due to continuing dislocation in the credit markets. These losses were partially offset by income and hedges of E1,433m (2007: E706m), and gains of E1,663m (2007: E658m) from the general widening of credit spreads on issued notes by Barclays Capital. The gross losses, comprised E6,290m (2007: £2,159m) against income and £1,763m (2007: E782m) in impairment charges. Further detail is provided on page 43. The integration of the Lehman Brothers North American business is complete and the acquired businesses made a positive contribution, with good results in equities, fixed income and advisory. There was a gain on acquisition of €2,262m. Not included in this gain is expenditure relating to integration of inc acquired business. Income was down 27% at £5,231m (2007: 57,119m) driven by the impact of the market dislocation. Underlying income, which excludes the gross losses, related income and hedges, and gains on the widening of credit spreads was 6% above the prior year and included strong contributions from interest rates, currency products, emerging markets, prime services and commodities. There was very strong underlying growth in the US driven by fixed income, prime services and the acquired businesses. In other regions income fell driven by the challenging environment. Net trading income decreased 60% (52,233m) to £1,506m (2007: £3,739m) reflecting losses from the credit market dislocation and weaker performance in credit products and equities. This was partially offset by significant growth in interest rates, foreign exchange, emerging markets and prime services. Average DVaR at 95% increased by 64% to 553.4m driven by higher credit spread and interest rate risk. Net investment incorne decreased 41% (E394m) to f..559m reflecting the market conditions. Net interest income increased 46% (5545m) to E1 ,724m (2007: £1,179m), driven by strong results in global loans and money markets. Net fee and commission income from advisory and origination activities increased 16% (El 94m) to El ,429m. The corporate lending portfolio, including leveraged finance, increased 46% to E76.6bn (31st December 2007; 552.3bn) driven by the decline in the value of Sterling relative to other currencies as well as draw downs on existing loan facilities and the extension of new loans at current terms to financial and manufacturing institutions. Impairment charges and other credit provisions of 52,423m (2007: E846m) included E1,763m (2007: E782m) due to the credit market dislocation. Other impairment charges of 5660m (2007: 564m) principally related to private equity, prime services and the loan book. Operating expenses fell 5% (El 99m) to £3,774m (2007: E3,973m) due to lower performance related pay, partially offset by operating costs of the acquired businesses. The cost:net income ratio increased to 134% (2007: 63%) and the compensation cost:net income ratio increased to 82% (2007; 47%). Amortisation of intangible assets increased E38m to E92m (2007: E54m). Total headcount increased 6,900 to 23,100 (31st December 2007: 16,200). Prior to the acquisition of Lehman Brothers North American business, headcount during 2008 was materially unchanged except for hiring associated with the annual global graduate programme. The acquisition initially added 10,000 to the headcount but there were reductions in the fourth quarter as the US businesses were integrated. Total assets increased 94% (5.789.2bn) to £1,629.1bn (31st December 2007: E839.9bn) due to an increase in derivative assets of 5736,6bn, predominantly driven by significant volatility and movements in yield curves during the year, together with a substantial depreciation in Sterling against most major currencies. Total assets excluding derivatives increased by 9% in Sterling. On a constant currency basis, total assets excluding derivatives decreased by approximately 15%. Risk weighted assets increased 28% to E227.4bn (31st December 2007: El 78.2bny This was driven by the depreciation in Sterling against the US Dollar and Euro, and an increase in market volatility.

Barclays PLC — 2008 Results

29

EXHIBIT C

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re:

•

Chapter 11

LEHMAN BROTHERS HOLDINGS INC., eta!., : Case No. 08-13555 (JMP) Debtors.

(Jointly Administered)

ORDER, PURSUANT TO FED. R. BANKR. P. 2004, AUTHORIZING DISCOVERY FROM BARCLAYS CAPITAL, INC.

This matter coming before the Court on the Motion of Debtor and Debtor In Possession for an Order, Pursuant to Fed. R. Bankr. P. 2004, Authorizing Discovery From Barclays Capital, Inc. (the "Motion"), I filed by Lehman Brothers Holdings Inc., as debtor and debtor in possession in the above-captioned case (the "Debtor"); the Court having reviewed the Motion and having considered the statements of counsel before the Court (the "Hearing"); and the Court having found that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. § I57(b); and (c) notice of the Motion and the Hearing was sufficient under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; IT IS HEREBY ORDERED THAT: 1.

The Motion is GRANTED.

2.

The relief requested in the Committee's joinder to the Motion is granted. The

Committee shall be entitled to receive copies of all documents produced to the Debtor pursuant to

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

this Order and representatives of the Committee shall be entitled to appear and propound questions at any deposition noticed in accordance with this Order. 3.

The Debtor may, in its discretion, and is authorized to, conduct written

discovery and depositions against Barclays concerning the Requested Information. 4.

Barclays is hereby ordered to produce documents and otherwise respond to

the written discovery requests in Exhibit F to the Motion within 20 days of the date hereof. 5.

Barclays is hereby further ordered to produce witnesses to appear for oral

depositions under oath on such date and time and at such location as may be designated in writing by the Debtor on not less than 14 days notice. 6.

The Debtor may issue discovery requests and subpoenas as may be necessary

to accomplish the discovery authorized by this Order. 7.

Nothing contained herein shall prejudice the Debtor's rights under Bankruptcy

Rule 2004 and other applicable law to seek further document production and written and oral examinations in connection with these chapter 11 cases. 8.

The Debtor shall meet and confer with (a) Anton R. Valukas, U.S. Trustee-

appointed Examiner in Debtor's chapter 11 case (the "Examiner"), (b) the Official Committee of Unsecured Creditors (the "Committee") of Debtor, and (c) James W. Giddens, Trustee for the liquidation of Lehman Brothers Inc. under the Securities Investor Protection Act of 1970 (the "SIPA Trustee"), to develop a protocol for the coordination of the discovery they seek from Barclays in accordance with this Order and in accordance with the Court's directions on the record at the hearing held June 24, 2009. The Debtor, The Examiner, the Committee and the SIPA Trustee shall also meet and confer with Barclays about the discovery ordered herein and shall report to the Court no

later than the date of the next omnibus hearing, scheduled for July 15, 2009 ,with respect to any issues that arise and they are not able to resolve. 9.

Existing confidentiality agreements shall be modified to, and any

confidentiality agreement between the Debtor and Barclays shall, allow for the coordinated discovery noted above, including a provision that will allow for the sharing between Debtor, the Examiner, the Committee, and the SIPA Trustee of information received from Barclays. 10.

The Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation of this Order.

Dated: New York, New York June 25, 2009 s/ James M. Peck

UNITED STATES BANKRUPTCY JUDGE

EXHIBIT F

The Estate makes the following requests for the production of documents: 1. All documents concerning any discussions, meetings or communications between Barclays, any other potential acquirers, the Federal Reserve, SEC, Treasury Department or any other government entity concerning the financial difficulties or problems at Lehman during the three month period prior to LBHI's bankruptcy filing on September 15, 2008 through September 30, 2008. 2. All documents concerning any discussions or negotiations between Barclays and Lehman (or their respective agents and counsel) regarding any proposed purchase, sale, merger, transfer or similar transaction in which some or all of the assets, liabilities or business of Lehman or any Lehman entity was to be sold, acquired, transferred or assumed to or by Barclays or any Barclays entity, including but not limited to any negotiations or discussions during the month preceding LBHI's bankruptcy filing on September 15, 2008 and through September 30, 2008. 3. All documents concerning any due diligence performed by or on behalf of Barclays, any Barclays entity, or any of their agents in connection with the September 2008 Lehman-Barclays Transaction or any proposed or contemplated transaction described in Request No. 2 above, including any investigation, document review, employee interviews, research, discussion or analysis conducted by Barclays with respect to the assets, liabilities, valuation, projections, budgets or expected viability of Lehman or any Lehman entity. 4. All documents concerning the negotiation, drafting, execution and implementation of the Lehman-Barclays Transaction documents, including (i) the Asset Purchase Agreement, dated September 16, 2009, including any amendments, schedules or annexes thereto and the one-page schedule, dated September 16, 2008, initialed by Steven Berkenfeld, and referenced in section 9.1(c) (collectively, the "Original APA"); (ii) the First Amendment to the Original APA, dated September 19, 2008 ("First Amendment"); (iii) the clarification letter, dated as of September 20, 2008 ("Clarification Letter"); (iv) the Transition Services Agreement, dated September 22, 2009 ("TSA"); and (v) any related contracts, agreements or arrangements. 5. All documents concerning the schedule dated September 16, 2008 referenced in section 9.1(c) of the Original APA, including but not limited to all documents concerning the data upon which that schedule was based, the manner in which it was prepared, all drafts of the schedule, all correspondence concerning the schedule, and all signed versions of the schedule. 6. All documents concerning Assumed Liabilities (as defined in the Original APA), including documents reflecting the specific liabilities assumed by Barclays or extinguished in the Lehman-Barclays Transaction, the value attributed to such Assumed Liabilities as of the date of the Original APA, the value attributed to such Assumed Liabilities as of the date of the Clarification Letter and the value Barclays assigned to the Assumed Liabilities on or after the date the Lehman-Barclays Transaction closed. 7. All documents concerning any press release or other public statements issued by Barclays, investor conference call held by Barclays (including that held on September 17, 2008), or other public filing or communication to investors issued by Barclays concerning: (i) the

Lehman-Barclays Transaction, (ii) the amounts, types and value of assets and liabilities to be acquired or assumed by Barclays as a result of the Lehman-Barclays Transaction, or (iii) the profits or other benefits Barclays received or expects to receive as a result of the LehmanBarclays Transaction. All documents concerning Barclays' payment, deferral, alteration, renegotiation, revision, 8. or non-payment of bonuses (cash or otherwise), severance or other forms of compensation to former LBI or Lehman executives or other employees who obtained or sought to obtain employment at Barclays following the Lehman-Barclays Transaction, including (i) any agreements, contracts or other arrangements (actual or proposed) between Barclays and any former Lehman employees, and (ii) documents sufficient to show the recipients and amounts of bonuses or other forms of compensation actually paid or committed to be paid to each former LBI or Lehman executive or employee that transferred to or was employed by Barclays after the Lehman-Barclays transaction. This request includes, but is not limited to, bonuses and severance paid under section 9 of the Original APA. All documents concerning any negotiations, promises, assurances, enticements, 9. commitments or discussions at any time prior to September 22, 2008 concerning bonuses, severance or other forms of compensation, or other things of value to be paid by Barclays to former LBI or Lehman executives or employees who obtained or sought to obtain employment at Barclays following the Lehman-Barclays Transaction or the bankruptcy filing of any Lehman entity. All documents reflecting communications during the period from September 1, 2008 to 10. September 30, 2008 concerning (a) the Lehman-Barclays transaction or (b) employment by Barclays after the Lehman-Barclays transaction between Barclays and (1) Steven Berkenfeld, (2) Gerald Donini, (3) Eric Felder, (4) Joseph Gatto, (5) Steven Hash, (6) Ian Lowitt, (7) Herbert McDade, (8) Paul Parker, (9) Ros Stephenson, (10) Jeff Weiss, (11) Larry Wieseneck, (12) Michael Gelband, (13) Thomas Humphrey, (14) Hyung Lee, (15) Hugh E. ("Skip") McGee, III, or (16) Ajay Nagpal. All documents concerning any employment agreements, compensation agreements, 11. bonus agreements, severance agreements, consulting agreements or other agreements concerning compensation between Barclays and (1) Steven Berkenfeld, (2) Gerald Donini, (3) Eric Felder, (4) Joseph Gatto, (5) Steven Hash, (6) Ian Lowitt, (7) Herbert McDade, (8) Paul Parker, (9) Ros Stephenson, (10) Jeff Weiss, (11) Larry Wieseneck, (12) Michael Gelband, (13) Thomas Humphrey, (14) Hyung Lee, (15) Hugh E. ("Skip") McGee, III, or (16) Ajay Nagpal. All documents concerning Barclays' accounting, valuation, expensing or accruing for any 12. bonuses (cash or otherwise), severance or other forms of compensation that Barclays paid or is obligated or expects to pay to former LBI or Lehman executives or employees who obtained or sought to obtain employment at Barclays following the Lehman-Barclays Transaction or the bankruptcy filing of any Lehman entity. All documents concerning Barclays' payment, deferral, alteration, renegotiation, revision, 13. or non-payment of cure amounts owed or claimed to be owed to third party vendors or other nonLehman entities under any contracts originally entered into by Lehman entities and transferred to

or assumed by Barclays pursuant to the Original APA, the First Amendment, the Clarification Letter or the TSA ("Contract Cure Amounts"). This request includes any agreements, contracts or other arrangements (actual or proposed) between Barclays and any third party vendors or nonLehman entities concerning Contract Cure Amounts. All documents concerning Barclays' decision to categorize, designate or otherwise treat 14. any contracts. commitments or agreements as "Closing Date Contracts" or "Designated Contracts" or "Rejected Contracts" (as defined under the Original APA or as referred to in the orders of the Bankruptcy Court). This request includes documents sufficient to identify the contracts and the third-party vendors and amounts in issue under them. All documents concerning Barclays' accounting, valuing, expensing and accruing for 15. Contract Cure Amounts (actual or proposed), including documents sufficient to show the Contract Cure Amounts Barclays actually paid or is obligated or expects to pay to all third party vendors or other non-Lehman entities. All documents concerning "Purchased Assets" (as defined in the Original APA and 16. Clarification Letter), including schedules reflecting the specific assets purchased or transferred to Barclays, the value attributed to such Purchased Assets as of the date of the Original APA, and the value attributed to such Purchased Assets as of the date of the Clarification Letter or thereafter. All documents concerning the negotiating, booking, executing, funding, pledging of 17. collateral, or repurchasing of collateral in connection with any transaction between LBI and Barclays transacted on or after September 15, 2008 pursuant to any repurchase agreement ("Repo Transactions"). This request includes any agreements, correspondence, confirmations setting forth the terms of the Repo Transactions, blotters, spreadsheets, valuations, documents relating to settlement issues, or other related documents. All documents concerning the negotiation, drafting, execution and implementation of the 18. Settlement Agreement dated December 5, 2008 (the "Settlement Agreement"). All documents concerning any Lehman securities transferred to Barclays in connection 19. with the Repo Transactions, the Lehman-Barclays Transaction, or the Settlement Agreement ("Transferred Securities") or any Lehman securities not transferred to Barclays despite the contemplation of their transfer pursuant to either the Repo Transactions, the Lehman-Barclays Transaction, or the Settlement Agreement ("Other Securities"). This request includes (i) any documents reflecting negotiations resulting in a Lehman security becoming part of the group of Transferred Securities or Other Securities; (ii) mark-tomarket valuations on a security-by-security basis for the Transferred Securities or Other Securities for any relevant period of the time between September 15, 2008 and December 2008, (iii) bank account statements reflecting the Transferred Securities or Other Securities and any flow of funds related to either, (iv) any instructions or correspondence regarding the delivery of the Transferred Securities or Other Securities, including any documents concerning delivery failures with respect to any of the Transferred Securities or Other Securities; and (v) any

3

documents concerning the delivery of cash in lieu of any of the Transferred Securities or Other Securities. All documents provided to the Official Committee of Unsecured Creditors (the 20. "Committee") appointed in In re Lehman Brothers Holding Inc., et al., Case No. 08-13555 (JMP), pursuant to the Committee's letter requests dated December 26, 2008 and February 10, 2009, and any additional documents provided to the Committee in connection with any subsequent requests.

4

JONES DAY 222 EAST 41ST STREET • NEW YORK. NEW YORK 10017-6702 TELEPHONE 212-326-3939 • FACSIMILE: 212-755-7306

Direct Number: (212) 326-7838 [email protected]

JP636767 125426-600002

April 13, 2009

Lindsee P. Granfield, Esq. Cleary, Gottlieb, Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Jonathan D. Schiller, Esq. Boies, Schiller & Flexner LLP 5301 Wisconsin Ave., NW Washington, DC 20015 Re:

In re Lehman Brothers Holding Inc., et al., Case No. 08-13555 (JMP)

Dear Ms. Granfield and Mr. Schiller: We are Special Counsel to Lehman Brothers Holdings, Inc. (the "Estate") in the abovecaptioned chapter 11 cases of Lehman Brothers Holdings Inc. ("LBHI") and its affiliated debtors and debtors in possession. We are working on obtaining clarity and understanding of the sale transaction among LBHI, Lehman Brothers Inc. ("LBI") and LB 745 LLC (collectively with LBHI and LBI, "Lehman"), on the one hand, and Barclays Capital Inc. ("Barclays"), on the other hand (the "Lehman-Barclays Transaction"), and to follow-up on requests made by the Estate to Barclays in its letter dated February 19, 2009 to Mr. Hughes. In this regard, the Estate asks that Barclays provide documents responsive to the requests in the attached Schedule A. It is our hope that we can have expeditious production of the requested materials on a cooperative basis, rather than having to burden Judge Peck with motions. Please let us know by April 20, 2009 whether Barclays will agree to produce on that basis and, if so, when it will be in a position to supply the documents. It is also likely that, after reviewing the documents, we will want to interview or take testimony from several former Lehman employees we understand are now employed by Barclays, including Steven Berkenfeld, Ian Lowitt, Gerald Donini, Eric Felder, Paul Parker, Ros Stephenson, Jeffrey Weiss, Larry Wieseneck, Steven Hash and Joseph Gatto. We may add others to this list as matters progress but, in the first instance, please let us know whether each of these people is still in the employ, or under contract with, Barclays.

NY1-4174102v2

ATLANTA • BEIJING • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS • FRANKFURT • HONG KONG • HOUSTON IRVINE • LONDON • LOS ANGELES • MADRID • MILAN • MOSCOW • MUNICH • NEW DELHI • NEW YORK • PARIS • PITTSBURGH SAN DIEGO • SAN FRANCISCO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON

JONES DAY Lindsee P. Granfield, Esq. Jonathan D. Schiller, Esq. April 13, 2009 Page 2

We appreciate your consideration of this matter. Very truly yours, •■••°A.1241. 414). Robert W. Gaffey Attachment

NYI-4174102v2

SCHEDULE A The Estate makes the following requests for the production of documents: REQUEST NO. 1 All documents concerning any discussions, meetings or communications between Barclays, any other potential acquirers, the Federal Reserve, SEC, Treasury Department or any other government entity concerning the financial difficulties or problems at Lehman during the three month period prior to LBHI's bankruptcy filing on September 15, 2008 through September 30, 2008. REQUEST NO. 2 All documents concerning any discussions or negotiations between Barclays and Lehman (or their respective agents and counsel) regarding any proposed purchase, sale, merger, transfer or similar transaction in which some or all of the assets, liabilities or business of Lehman or any Lehman entity was to be sold, acquired, transferred or assumed to or by Barclays or any Barclays entity, including but not limited to any negotiations or discussions during the month preceding LBHI's bankruptcy filing on September 15, 2008 and through September 30, 2008. REQUEST NO. 3 All documents concerning any due diligence performed by or on behalf of Barclays, any Barclays entity, or any of their agents in connection with the September 2008 Lehman-Barclays Transaction or any proposed or contemplated transaction described in Request No. 2 above, including any investigation, document review, employee interviews, research, discussion or analysis conducted by Barclays with respect to the assets, liabilities, valuation, projections, budgets or expected viability of Lehman or any Lehman entity. REQUEST NO. 4 All documents concerning the negotiation, drafting, execution and implementation of the Lehman-Barclays Transaction documents, including (i) the Asset Purchase Agreement, dated September 16, 2009, including any amendments, schedules or annexes thereto and the one-page schedule, dated September 16, 2008, initialed by Steven Berkenfeld, and referenced in section 9.1(c) (collectively, the "Original APA"); (ii) the First Amendment to the Original APA, dated September 19, 2008 ("First Amendment"); (iii) the clarification letter, dated as of September 20, 2008 ("Clarification Letter"); (iv) the Transition Services Agreement, dated September 22, 2009 ("TSA"); and (v) any related contracts, agreements or arrangements. REQUEST NO. 5 All documents concerning the schedule dated September 16, 2008 referenced in section 9.1(c) of the Original APA, including but not limited to all documents concerning

NYI-4174746v1

the data upon which that schedule was based, the manner in which it was prepared, all drafts of the schedule, all correspondence concerning the schedule, and all signed versions of the schedule. REQUEST NO. 6 All documents concerning Assumed Liabilities (as defined in the Original APA), including documents reflecting the specific liabilities assumed by Barclays or extinguished in the Lehman-Barclays Transaction, the value attributed to such Assumed Liabilities as of the date of the Original APA, the value attributed to such Assumed Liabilities as of the date of the Clarification Letter and the value Barclays assigned to the Assumed Liabilities on or after the date the Lehman-Barclays Transaction closed. REQUEST NO. 7 All documents concerning any press release or other public statements issued by Barclays, investor conference call held by Barclays (including that held on September 17, 2008), or other public filing or communication to investors issued by Barclays concerning: (i) the Lehman-Barclays Transaction, (ii) the amounts, types and value of assets and liabilities to be acquired or assumed by Barclays as a result of the Lehman-Barclays Transaction, or (iii) the profits or other benefits Barclays received or expects to receive as a result of the Lehman-Barclays Transaction. REQUEST NO. 8 All documents concerning Barclays' payment, deferral, alteration, renegotiation, revision, or non-payment of bonuses (cash or otherwise), severance or other forms of compensation to foliner LBI or Lehman executives or other employees who obtained or sought to obtain employment at Barclays following the Lehman-Barclays Transaction, including (i) any agreements, contracts or other arrangements (actual or proposed) between Barclays and any former Lehman employees, and (ii) documents sufficient to show the recipients and amounts of bonuses or other forms of compensation actually paid or committed to be paid to each former LBI or Lehman executive or employee that transferred to or was employed by Barclays after the Lehman-Barclays transaction. This request includes, but is not limited to, bonuses and severance paid under section 9 of the Original APA. REQUEST NO. 9 All documents concerning any negotiations, promises, assurances, enticements, commitments or discussions at any time prior to September 22, 2008 concerning bonuses, severance or other forms of compensation, or other things of value to be paid by Barclays to former LBI or Lehman executives or employees who obtained or sought to obtain employment at Barclays following the Lehman-Barclays Transaction or the bankruptcy filing of any Lehman entity.

NYI-4174746v1

REQUEST NO. 10 All documents reflecting communications during the period from September 1, 2008 to September 30, 2008 concerning (a) the Lehman-Barclays transaction or (b) employment by Barclays after the Lehman-Barclays transaction between Barclays and (1) Steven Berkenfeld, (2) Gerald Donini, (3) Eric Felder, (4) Joseph Gatto, (5) Steven Hash, (6) Ian Lowitt, (7) Herbert McDade, (8) Paul Parker, (9) Ros Stephenson, (10) Jeff Weiss, or (11) Larry Wieseneck. REQUEST NO. 11 All documents concerning any employment agreements, compensation agreements, bonus agreements, severance agreements, consulting agreements or other agreements concerning compensation between Barclays and (1) Steven Berkenfeld, (2) Gerald Donini, (3) Eric Felder, (4) Joseph Gatto, (5) Steven Hash, (6) Ian Lowitt, (7) Herbert McDade, (8) Paul Parker, (9) Ros Stephenson, (10) Jeff Weiss, or (11) Larry Wieseneck. REQUEST NO. 12 All documents concerning Barclays' accounting, valuation, expensing or accruing for any bonuses (cash or otherwise), severance or other forms of compensation that Barclays paid or is obligated or expects to pay to former LBI or Lehman executives or employees who obtained or sought to obtain employment at Barclays following the Lehman-Barclays Transaction or the bankruptcy filing of any Lehman entity. REQUEST NO. 13 All documents concerning Barclays' payment, deferral, alteration, renegotiation, revision, or non-payment of cure amounts owed or claimed to be owed to third party vendors or other non-Lehman entities under any contracts originally entered into by Lehman entities and transferred to or assumed by Barclays pursuant to the Original APA, the First Amendment, the Clarification Letter or the TSA ("Contract Cure Amounts"). This request includes any agreements, contracts or other arrangements (actual or proposed) between Barclays and any third party vendors or non-Lehman entities concerning Contract Cure Amounts. REQUEST NO. 14 All documents concerning Barclays' decision to categorize, designate or otherwise treat any contracts. commitments or agreements as "Closing Date Contracts" or "Designated Contracts" or "Rejected Contracts" (as defined under the Original APA or as referred to in the orders of the Bankruptcy Court). This request includes documents sufficient to identify the contracts and the third-party vendors and amounts in issue under them.

NYI-4174746v1



-3-

REQUEST NO. 15 All documents concerning Barclays' accounting, valuing, expensing and accruing for Contract Cure Amounts (actual or proposed), including documents sufficient to show the Contract Cure Amounts Barclays actually paid or is obligated or expects to pay to all third party vendors or other non-Lehman entities. REQUEST NO. 16 All documents concerning "Purchased Assets" (as defined in the Original APA and Clarification Letter), including schedules reflecting the specific assets purchased or transferred to Barclays, the value attributed to such Purchased Assets as of the date of the Original APA, and the value attributed to such Purchased Assets as of the date of the Clarification Letter or thereafter. REQUEST NO. 17 All documents concerning the negotiating, booking, executing, funding, pledging of collateral, or repurchasing of collateral in connection with any transaction between LBI and Barclays transacted on or after September 15, 2008 pursuant to any repurchase agreement ("Repo Transactions"). This request includes any agreements, correspondence, confirmations setting forth the terms of the Repo Transactions, blotters, spreadsheets, valuations, documents relating to settlement issues, or other related documents. REQUEST NO. 18 All documents concerning the negotiation, drafting, execution and implementation of the Settlement Agreement dated December 5, 2008 (the "Settlement Agreement"). REQUEST NO. 19 All documents concerning any Lehman securities transferred to Barclays in connection with the Repo Transactions, the Lehman-Barclays Transaction, or the Settlement Agreement ("Transferred Securities") or any Lehman securities not transferred to Barclays despite the contemplation of their transfer pursuant to either the Repo Transactions, the Lehman-Barclays Transaction, or the Settlement Agreement ("Other Securities"). This request includes (i) any documents reflecting negotiations resulting in a Lehman security becoming part of the group of Transferred Securities or Other Securities; (ii) mark-to-market valuations on a security-by-security basis for the Transferred Securities or Other Securities for any relevant period of the time between September 15, 2008 and December 2008, (iii) bank account statements reflecting the Transferred Securities or Other Securities and any flow of funds related to either, (iv) any instructions or correspondence regarding the delivery of the Transferred Securities or Other Securities, including any documents concerning delivery failures with respect to

NY1-4 i 74746v1



-4-

any of the Transferred Securities or Other Securities; and (v) any documents concerning the delivery of cash in lieu of any of the Transferred Securities or Other Securities. REQUEST NO. 20 All documents provided to the Official Committee of Unsecured Creditors (the "Committee") appointed in In re Lehman Brothers Holding Inc., et al., Case No. 0813555 (JMP), pursuant to the Committee's letter requests dated December 26, 2008 and February 10, 2009, and any additional documents provided to the Committee in connection with any subsequent requests.

NY1-4 I 74746v 1

-5-

EXHIBIT 13

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re:

Chapter 11

LEHMAN BROTHERS HOLDINGS INC., et al.,

Case No. 08-13555 (JMP)

Debtors.

(Jointly Administered)

In re:

: SIPA Proceeding

LEHMAN BROTHERS INC.,

: Case No. 08-01420 (JMP)

Debtor.

SCHEDULING ORDER CONCERNING CERTAIN MOTIONS FILED BY LBHI, SIPA TRUSTEE AND CREDITORS COMMITTEE

WHEREAS, the following motions have been filed with the Court seeking, inter alia, modifications of (i) the Court's Order Under 11 U.S.C. §§ 105(a), 363, and 365 and Federal

Rules of Bankruptcy Procedure 2002, 6004 and 6006 Authorizing and Approving (A) the Sale of Purchased Assets Free and Clear of Liens and Other Interests and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases, dated September 20, 2008, or (ii) the Court's Order Approving, and Incorporating by Reference for Purposes of this Proceeding, an Order Authorizing the Sale of Purchased Assets and Other Relief in the Lehman Brothers Holdings Inc. Chapter 11 Proceeding; or both such Orders (individually or collectively, the "Sale Order"): (1) Debtor's Motion for An Order, Pursuant to Fed. R. Civ. P. 60 and Fed. R. Bankr. 9024, Modifying the September 20, 2008 Sale Order and Granting Other Relief, dated September 15, 2009 ("LBHI's Motion");

(2) The Trustee's Motion for Relief Pursuant to the Sale Order or, Alternatively, for Certain Limited Relief Under Rule 60(b), dated September 15, 2009 ("Trustee's Motion"); and (3) Motion of Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc., et al., Pursuant to 11 U.S.C. §§ 105(a), Fed. R. Civ. P. 60(b), and Fed. R. Bankr. P. 9024, For Relief From Order Under 11 U.S.C. §§ 105(a), 363 and 365 and Federal Rule of Bankruptcy Procedure 2002, 6004 and 6006 Authorizing and Approving (A) Sale of Purchased Assets Free and Clear of Liens and Other Interests and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases, dated September 20, 2008 (and Related SIPA Sale Order) and Joinder In Debtor's and SIPA Trustee's Motions for an Order Under Rule 60(b) to Modify Sale Order ("Committee's Motion"); (4) Motion of Lehman Brothers Holdings Inc., Pursuant to Fed. R. Civ. P. 60 and Fed. R. Bankr. P. 9024, Modifying The SIPA Sale Order and Joinder in Official Committee of Unsecured Creditors' Motion for Relief From SIPA Sale Order ("LBHI's Joinder"); and (5) The Trustee's Motion to Join in Debtors' Motion for an Order Pursuant to Fed. R. Civ. P. 60 and Fed. R. Bankr. 9024, Modifying the September 20, 2009 Sale Order and Granting Other Relief ("LBI' s Joinder," and collectively with the above-referenced motions, the "Rule 60 Motions"). WHEREAS, Barclays Capital Inc. ("Barclays") has issued discovery requests and third party subpoenas and plans to take certain depositions in connection with its intention to file an opposition to the Rule 60 Motions; WHEREAS, Lehman Brothers Holdings Inc. ("LBHI"), James W. Giddens (the "Trustee"), as Trustee for the SIPA liquidation of Lehman Brothers Inc., and the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc., et al. ("Creditors Committee") require additional discovery in connection with their Rule 60 Motions; and WHEREAS, counsel for LBHI, the Trustee, the Creditors Committee, and Barclays have agreed upon the following schedule for the conduct of discovery and the preparation and filing of their respective submissions with respect to the Rule 60 Motions. IT IS HEREBY ORDERED THAT: 1.To the extent LBHI, the Trustee or the Creditors Committee intend to file adversary complaints in connection with subjects related to the Rule 60 Motions, all such

adversary complaints shall be served and filed on or before November 16, 2009. To the extent the complaints contain claims that are already made as part of the Rule 60 Motions, those claims shall be resolved pursuant to the schedule set forth in this order for resolving the Rule 60 Motions. Within ten days of such filing, the parties shall meet and confer to agree upon which claims in such complaints shall be resolved through the resolution of the Rule 60 Motions and which claims shall be stayed pending such resolution. 2.B arclays shall be entitled to conduct discovery prior to filing its response to the Rule 60 Motions, including interrogatories, requests for admission and third party subpoenas, in accordance with the normal rules governing discovery under a contested matter, except as otherwise provided in this Order. LBHI, the Trustee and the Creditors Committee shall respond to the document requests served by Barclays on September 22 and 23, 2009 in accordance with Paragraph 4 below and shall produce responsive documents on a rolling basis with such production to be completed no later than November 16, 2009. LBHI, the Trustee and the Creditors Committee shall respond to the supplemental document requests served by Barclays on October 9, 2009 in accordance with Paragraph 4 below and shall produce responsive documents, if any, on a rolling basis with such production to be completed no later than December 8, 2009. 3.0n or before November 16, 2009, Barclays shall make a supplemental production pursuant to Movants' Rule 2004 requests consisting of: (a)

GFS Reports for each day between September 12, 2008 and September 30, 2008 for which a report has not already been produced; and

(b)

Additional documentation to explain and support the acquisition balance sheet reported by Barclays in February 2009.

No additional discovery pursuant to Rule 2004 shall be required except as provided above and as previously agreed with regard to the documents of Gerard Reilly and the resumed deposition of Martin Kelly. LBHI, the Trustee and the Creditors Committee may serve Barclays with requests

for any additional documents they seek or other discovery requests, including interrogatories, requests for admission, and third party subpoenas in accordance with the normal rules governing discovery under a contested matter, except as otherwise provided in this Order. 4.1 n response to any document request served in this contested matter, the responding party will serve written responses and objections within twenty days of service of the document request (or, with respect to Barclays discovery requests served in September 2009, the written responses and objections shall be served by October 23, 2009), which responses and objections will make clear the scope of the responding party's anticipated document production in response to the request. In response to such responses and objections, the requesting party may conduct a meet and confer and pre-motion conference, and may file a motion to compel production, without prejudice to the responding party's right to argue that decision on such motion to compel should be deferred. 5.0n or before December 15, 2009, LBHI, the Trustee and the Creditors Committee shall serve statements (presented in separate, short and concise, numbered paragraphs, with citations to the record) of the facts relevant to their Rule 60 Motions as to which they contend there is no genuine issue that requires an evidentiary hearing. 6.B y January 8, 2010, Barclays shall identify any witnesses it may use to present expert testimony in support of its opposition to the Rule 60 Motions or any motion it may file as described in paragraph 8 and shall serve upon LBHI, the Trustee and the Creditors Committee expert reports pursuant to Fed. R. Civ. P. 26(a)(2)(B). Thereafter, Barclays shall make its experts available for deposition. 7.B arclays shall have the right to take up to 20 depositions without seeking leave of the Court. Absent good cause to proceed otherwise, witnesses who are employed by or

are agents of, LBHI, the Trustee or the Creditors Committee, including but not limited to representatives of LBHI, LBI, the Creditors Committee, Weil, Gotshal & Manges LLP, Hughes, Hubbard & Reed, LLP, Houlihan Lokey, Deloitte & Touche LLP and Lazard Ltd., shall appear for depositions within 14 calendar days of any notice of deposition or third party subpoena served by Barclays, or within a reasonable period of time thereafter as agreed by the parties. These depositions shall be completed by January 22, 2010, unless Barclays chooses to conduct any such deposition at a later date, in which case the deposition shall be completed by no later than February 15, 2010. In the event that LBHI, the Trustee, or the Creditors Committee attaches an affidavit or declaration to any of their reply briefs from one or more individuals who has not yet been deposed, then Barclays shall have the right to depose such persons, notwithstanding any of the limitations in this paragraph. 8.B y January 29, 2010, Barclays shall serve two oppositions: (i) a single consolidated opposition to the Rule 60 Motions other than the Trustee's arguments regarding interpretation of the Sale Order and the Purchase Agreement relating to the Undelivered Assets; and (b) an opposition to all arguments made by the Trustee regarding interpretation of the Sale Order and the Purchase Agreement relating to the Undelivered Assets. At the same time, Barclays shall file a motion to enforce the Sale Order and secure delivery of any Undelivered Assets thereunder, and the arguments in such motion shall consist of an incorporation by reference of all arguments set forth in Barclays' opposition brief referenced in subparagraph (b) of this paragraph. 9.B y January 29, 2010, Barclays shall serve statements (presented in separate, short and concise numbered paragraphs, with citations to the record) responding to the

statements submitted by LBHI, the Trustee and the Creditors Committee pursuant to Paragraph 5. 10. Without duplicating discovery previously taken, LBHI, the Trustee and the Creditors Committee may take at any time additional discovery, including but not limited to the deposition of any witness who submits an affidavit or declaration on Barclays' opposition to the Rule 60 Motions and any motion Barclays may file as described in Paragraph 8 above or depositions under Rule 30(b)(6). Such depositions shall be completed on or before February 15, 2010, and Barclays shall make all such witnesses available for deposition before that deadline. Without leave of Court, the number of such depositions collectively taken by LBHI, the Trustee and the Creditors Committee shall not exceed ten. This limitation does not include expert witnesses. Absent good cause to proceed otherwise, witnesses employed by or agents of Barclays, including but not limited to Cleary, Gottlieb, Steen & Hamilton LLP and Sullivan & Cromwell LLP, shall appear within 14 calendar days of any notice of deposition or third party subpoena served by LBHI, the Trustee or the Creditors Committee, or within a reasonable time thereafter as agreed by the parties. In the event that Barclays attaches an affidavit or declaration to any of its motion papers from one or more individuals who have not yet been deposed, then LBHI, the Trustee or the Creditors Committee shall have the right to depose such persons, notwithstanding any of the limitations in this paragraph. 11. By March 1, 2010, LBHI, the Trustee and the Creditors Committee shall identify any experts and serve any expert reports pursuant to Fed. R. Civ. P. 26(a)(2)(B). 12. By March 4, 2010, LBHI, the Trustee and the Creditors Committee shall serve their respective (i) reply papers in further support of the Rule 60 Motions; and (ii) opposition to any motion Barclays may file, as described in Paragraph 8.

13. By March 18, 2010, Barclays shall serve and file its reply brief in further support of its motion to enforce the delivery of the Undelivered Assets. Barclays shall be entitled to cite to its earlier expert report in support of its reply brief, but shall not be entitled to rely upon any supplemental expert report in support of its reply brief without making arrangements for a reasonable opportunity for deposition and supplemental response by the LBHI, the Trustee and the Creditors Committee. 14. The parties shall appear before the Court at 10 a.m. on March 25, 2010 for oral argument on the Rule 60 Motions. The Court has scheduled ten days for any potential evidentiary hearing on the Rule 60 Motions beginning at 10 a.m. on April 26, 2010, and continuing as needed for the week of April 26, 2010 and the week of May 3, 2010. If the Court determines that an evidentiary hearing is required, the parties shall agree upon and submit to the Court for its approval a schedule for the conduct of such hearing as well as for the exchange of witness lists, exhibit lists, and deposition designations applicable to such hearing. 15. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order.

Dated: New York, New York October 27, 2009 s/ James M Peck UNITED STATES BANKRUPTCY JUDGE

EXHIBIT E

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Lehman Brothers Inc., Debtor. In re: Lehman Brothers Holdings Inc., et al. Debtors.

) ) ) ) ) ) ) ) ) ) ) ) ) ) )

Case No. 08-01420 (JMP) SIPA

Chapter 11 Case No. 08-13555 (JMP) (Jointly Administered)

CONFIDENTIALITY STIPULATION AND PROTECTIVE ORDER BETWEEN THE EXAMINER, DEBTORS, TRUSTEE, COMMITTEE AND BARCLAYS CAPITAL INC. This Stipulation (the "Stipulation" or "Protective Order") is entered into by and between the undersigned counsel, acting for and on behalf of their respective clients: (a) Anton R. Valukas, Esq., in his capacity as Examiner (as defined below) appointed in the Chapter 11 Cases (as defined below) of Lehman Brothers Holdings, Inc. and its affiliated debtors and debtors-inpossession in the Chapter 11 Cases; (b) Lehman Brothers Holdings, Inc. ("LBHI") and its affiliated debtors and debtors-in-possession in the Chapter 11 Cases (collectively, the "Debtors"); (c) James W. Giddens, as Trustee in the Securities Investor Protection Act Liquidation of Lehman Brothers Inc. (the "Trustee"); (d) the Official Committee of Unsecured Creditors of Lehman Brothers Holdings, Inc. and its affiliated debtors and debtors in possession (the "Committee") (Debtors, Trustee and Committee, the "Discovery Parties", and each a "Discovery Party"); and (e) Barclays Capital Inc. and its affiliates ("Barclays").

WHEREAS, commencing on September 15, 2008 ("Commencement Date"), the Debtors commenced voluntary cases under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court" or "Court") (Case Nos. 08-13555 and 08-13600, such cases, the "Chapter 11 Cases"), and the Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, on September 16, 2008, LBHI, Lehman Brothers Inc. ("LBI"), and LB 745 LLC ("745") entered into an Asset Purchase Agreement (and any amendments, clarifications, or modifications thereto, including that certain Clarification Letter dated September 20, 2008, the "Purchase Agreement") with Barclays; WHEREAS, on or about September 17, 2008, the Debtors filed the Debtors' Motion to (A) Schedule a Sale Hearing; (B) Establish Sales Procedures; (C) Approve a Break-Up Fee; and (D) Approve the Sale of the Purchased Assets and the Assumption and Assignment of Contracts Relating to the Purchased Assets (the "Sale Motion"); WHEREAS, on September 17, 2008, pursuant to Section 1102 of the Bankruptcy Code, the U.S. Trustee appointed the Committee; WHEREAS, on or about September 19, 2008, a proceeding was commenced under the Securities Investor Protection Act of 1970, as amended ("SIPA"), 15 U.S.C. §§ 78aaa et seq., with respect to LBI, and James W. Giddens was appointed as Trustee under SIPA to administer LBI's estate (Case No. 08-01420, such proceeding, the "SIPA Proceeding");

WHEREAS, on September 20, 2008, the Bankruptcy Court granted Debtors' Sale Motion and entered an order (the "Sale Order") approving the Purchase Agreement and the various transactions contemplated therein in the Chapter 11 Cases; WHEREAS, on September 20, 2008, the Bankruptcy Court also entered an order approving and incorporating by reference the Sale Order in the SIPA Proceeding (the "SIPA Sale Order"), thereby authorizing the Trustee to consummate the sale transaction on behalf of LBI pursuant to the Purchase Agreement; WHEREAS, on December 11, 2008, the Trustee moved for entry of an order pursuant to Federal Rule of Bankruptcy Procedure 2004 authorizing him to issue certain subpoenas for the production of documents and the examination of witnesses in order to obtain information relevant to the issues the Trustee is empowered and obligated to investigate pursuant to section 78fff-1(d) of SIPA (the "Trustee's Rule 2004 Motion"); WHEREAS, on January 15, 2009, the Bankruptcy Court entered an Order granting the Trustee's Rule 2004 Motion; WHEREAS, on January 16, 2009, the Bankruptcy Court entered an Order Directing the Appointment of an Examiner Pursuant to Section 1104(c)(2) of the Bankruptcy Code (the "Examiner Order"), and the Examiner Order, inter alia, ordered (i) the United States Trustee for the Southern District of New York (the "U.S. Trustee") to appoint an examiner (the "Examiner"), and (ii) the Examiner to conduct an investigation into certain specified matters and to perform the duties set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code (collectively, and as may be amended and/or supplemented by a Bankruptcy Court order, the "Examiner Investigation");

3

WHEREAS, on January 19, 2009, pursuant to the Examiner Order, the U.S. Trustee appointed Anton R. Valukas as Examiner and the Bankruptcy Court approved the appointment by Order dated January 20, 2009; WHEREAS, on May 18, 2009, the Debtors moved for entry of an order pursuant to Federal Rule of Bankruptcy Procedure 2004 authorizing discovery concerning transactions related to the Purchase Agreement approved in the Sale Order and the SIPA Sale Order (the "Debtors' Rule 2004 Motion"); WHEREAS, on June 5, 2009, the Committee joined in the Debtors' Rule 2004 Motion; WHEREAS, on June 22, 2009, the Trustee filed a statement regarding the Debtors' Rule 2004 Motion in which he requested that, to the extent that the Bankruptcy Court granted the Debtors' Rule 2004, the Bankruptcy Court also order that the Trustee shall be entitled to (i) receive and/or have access to all documentary discovery produced by Barclays; and (ii) participate in any interview or deposition of Barclays personnel as appropriate; WHEREAS, on June 25, 2009, the Bankruptcy Court entered an Order granting the Debtors' Rule 2004 Motion, authorizing the Discovery Parties to take certain discovery from Barclays (the "Court-Ordered Discovery"), and requiring that "any confidentiality agreement between the Debtor[s] and Barclays shall, allow for the coordinated discovery noted above, including a provision that will allow for the sharing between Debtor[s], the Examiner, the Committee and the SIPA Trustee of information received from Barclays"; WHEREAS, the Examiner has requested that Barclays produce certain documents and provide information relevant to the Examiner Investigation and the Discovery Parties have requested that Barclays produce certain documents and provide information in connection with

4

the Court-Ordered Discovery (all documents and information provided henceforward by Barclays to the Examiner and the Discovery Parties in connection with the Examiner Investigation and the Court-Ordered Discovery, the "Discovery Materials"); WHEREAS, Barclays has requested, and the Examiner and Discovery Parties have agreed, that certain Discovery Materials be subject to a protective order, pursuant to Fed. R. I3ankr. P. 7026, to protect the confidentiality of sensitive information; and WHEREAS, the Examiner, Discovery Parties and Barclays have entered into this Stipulation and agreed to be bound by its terms; NOW, THEREFORE, IT IS HEREBY STIPULATED, AGREED, AND UPON COURT APPROVAL HEREOF, IT IS ORDERED THAT: 1.

This Stipulation governs the production and/or provision of Discovery Materials

as that term is defined herein, and does not affect, amend or modify any existing confidentiality agreements among, or protective orders applicable to, Barclays, the Examiner, or any Discovery Party, including but not limited to (a) the Confidentiality Stipulation and Protective Order between the Examiner and Barclays Capital Inc., dated May 6, 2009, and "so ordered" by the Court on May 18, 2009; (b) the Stipulation and Agreed Order between the Examiner and Barclays Capital Inc. concerning Data Access, dated April 30, 2009, and "so ordered" by the Court on May 19, 2009; (c) the Confidentiality Stipulation and Protective Order between the Trustee, Barclays and others in the interpleader action filed by the Options Clearing Corporation (Adv. Proc. No. 08-01759 (JMP)); (d) the Letter re "Confidentiality Agreement" from Barclays to Quinn Emanuel Urquhart Oliver & Hedges LLP and Houlihan Lokey Howard & Zukin Capital, Inc., dated January 29, 2009; and (e) the Letter re "Confidentiality Agreement" from Barclays to Quinn Emanuel Urquhart Oliver & Hedges LLP and Houlihan Lokey Howard & 5

Zukin Capital, Inc., dated March 19, 2009 (the letters described in subparagraphs (d) and (e) are together defined herein as the "Committee Confidentiality Agreements"). Any documents or information provided by Barclays pursuant to the foregoing confidentiality agreements among, or protective orders applicable to, Barclays, the Examiner, or any Discovery Party may, if appropriate, be provided or produced as Discovery Material pursuant to this Stipulation. Notwithstanding anything herein to the contrary, in the event of any inconsistency between this Stipulation and the Committee Confidentiality Agreements with respect to Discovery Materials produced pursuant to this Stipulation, the terms of this Stipulation shall govern. 2.

Barclays may designate as "Highly Confidential" that portion of any Discovery

Materials that Barclays in good faith believes meets any of the following criteria in subparagraphs (a) - (h) below, provided that "Highly Confidential" information shall not include: information that is at any time independently developed by the Examiner or a Discovery Party without use of or reliance upon any of Barclays' Discovery Materials; information rightfully acquired by the Examiner or a Discovery Party from an independent source without restrictions as to use; information that was, prior to disclosure, rightfully in the possession or knowledge of the Examiner or a Discovery Party; information that is publicly available in substantially the same form in which it was provided by Barclays; information that is required by law to be made available to third parties; information that was, is or becomes public knowledge, not in violation of this Protective Order, or information that is voluntarily de-designated by Barclays. Subject to these conditions and limitations, Barclays may designate the following as "Highly Confidential": (a) information that identifies specific securities, loans, instruments or other property now or previously held, maintained or possessed by Barclays or any of its customers and which is not related to the Debtors;

6

(b) information that identifies specific securities, loans, instruments or other property of or formerly of the Debtors or LBI that are currently or were held, maintained or possessed by Barclays or that are listed in schedules of assets that Barclays considered acquiring or acquired (including, without limitation, Schedules A and B to the September 20, 2008 Clarification Letter between Barclays, Lehman Brothers Holdings Inc., Lehman Brothers Inc. and LB 745 LLC, Annex A to the December 5, 2008 Settlement Agreement among JPMorgan Chase, N.A., Barclays, and the SIPA Trustee, and Exhibit C to the February 11, 2009 Settlement Agreement among Barclays, SIPA Trustee, the Depository Trust & Clearing Corporation (on behalf of itself and certain subsidiaries)); (c) information concerning Financial Services Agreements designated as Purchased Contracts (each as defined in the Court's October 3, 2008 Order Granting Debtors' Motion Pursuant to Sections 105, 365, and 554(a) of the Bankruptcy Code to Establish Procedures for the Assumption and Assignment or Rejection of Executory Contracts and Unexpired Leases of Non-Residential Real Property and Abandonment of Related Personal Property); (d) information concerning employee and executive compensation; (e) information that Barclays is required by law or regulation to protect from disclosure; (f) information that reveals Barclays' methodology in regard to risk-rating, valuation or other forms of financial or credit analysis or that is otherwise of a proprietary and competitively-sensitive nature;

7

(g) information that is of a personal or intimate nature regarding any individual that will cause undue harm to the reputation of or embarrassment to the individual; and (h) any other category of information hereinafter given "Highly Confidential" status by agreement of the Examiner and Discovery Parties or further Order of the Court. 3.

Barclays may designate as "Confidential" that portion of any Discovery Materials

that Barclays in good faith believes meets any of the following criteria in subparagraphs (a) - (c) below, provided that "Confidential" information shall not include: information that is at any time independently developed by the Examiner or a Discovery Party without use of or reliance upon any of Barclays' Discovery Materials; information rightfully acquired by the Examiner or a Discovery Party from an independent source without restrictions as to use; information that was, prior to disclosure, rightfully in the possession or knowledge of the Examiner or a Discovery Party; information that is publicly available in substantially the same form in which it was provided by Barclays; information that is required by law to be made available to third parties; information that was, is or becomes public knowledge, not in violation of this Protective Order, or information that is voluntarily de-designated by Barclays. Subject to these conditions and limitations, Barclays may designate the following as "Confidential": (a) non-public information concerning the negotiation and documentation of any sale of all or a portion of Debtors' or LBI's businesses or assets to Barclays (except for material designated as Highly Confidential under paragraph 2(b)); (b) non-public information concerning the Replacement Transaction, as that term is defined in the December 5, 2008 Settlement Agreement among JPMorgan Chase,

8

N.A., Barclays, and the SIPA Trustee (except for material designated as Highly Confidential under paragraph 2(b)); and (c) any other category of information hereinafter given "Confidential" status by agreement of the Examiner and Discovery Parties or further Order of the Court. 4.

Barclays may designate Discovery Materials as Confidential or Highly

Confidential by applying the applicable legend to the Discovery Materials. In the case of data stored in electronic form, the applicable legend, if any, shall be printed on the cover or container of the disk, tape, or other medium in which the electronic form data is stored. 5.

Discovery Materials that have been designated Highly Confidential shall be

maintained in confidence and, although such Discovery Materials may be shared between and among the Examiner and counsel for the Discovery Parties without notification to Barclays, they shall not be shared by the Examiner or counsel for a Discovery Party with any person other than: (i) Barclays' employees at their depositions or interviews (provided that no other parties are present at the interview or deposition who are not entitled to see Highly Confidential information); (ii) persons who have lawfully already seen or received the document at issue (provided that no other parties are present at the interview or deposition who are not entitled to see Highly Confidential information); (iii) Jenner & Block, in its capacity as counsel to the Examiner, including Jenner & Block attorneys, legal assistants, paralegals, secretarial, and other staff; (iv) Jones Day, in its capacity as counsel to the Debtors, including Jones Day attorneys, legal assistants, paralegals, secretarial, and other staff; (v) attorneys and staff employed by the Debtors as in house counsel and reporting directly to the Debtors' General Counsels ("In House Counsel"), including In House Counsel attorneys, legal assistants, paralegals, secretarial, and other staff; (vi) Hughes Hubbard & Reed, in its capacity as counsel to the Trustee, including

Hughes Hubbard & Reed attorneys, legal assistants, paralegals, secretarial, and other staff; (vii) James W. Giddens, in his capacity as SIPA Trustee for LBI; (viii) Quinn Emanuel, in its capacity as counsel to the Committee, including Quinn Emanuel attorneys, legal assistants, paralegals, secretarial, and other staff; (ix) the Board of Directors, Officers and employees of the Securities Investor Protection Corporation ("SIPC"), but not member firms of SIPC, subject to the provisions of paragraph 9; (x) professional firms or persons as are retained by the Examiner or any of the Discovery Parties to provide specialized advice in connection with the Examiner Investigation and the Court-Ordered Discovery, including their staff, and including Duff & Phelps, Alvarez & Marsal, Deloitte & Touche, Houlihan Lokey and FTI Consulting; (xi) outside vendors such as copy services or document management vendors used by the Examiner or any of the Discovery Parties; (xii) the Bankruptcy Court (in accordance with paragraph 15); (xiii) a witness or other person providing information to the Examiner or the relevant Discovery Party, but only in accordance with paragraphs 6, 7, 8 and 9 (provided that no other parties are present at the interview or deposition who are not entitled to see Highly Confidential information); and (xiv) other persons upon further order of the Court or consent of Barclays, subject to the provisions of paragraph 9 (provided that no other parties are present at the interview or deposition who are not entitled to see Highly Confidential information). 6.

In the event that Counsel for a Discovery Party believes that providing Highly

Confidential materials to a representative, member, employee or former employee of that Discovery Party would assist the Discovery Party in connection with the Court-Ordered Discovery, and that individual is not included within any of the categories set forth in paragraph 5 except the category defined in sub-paragraph 5(xiii) (i.e., "a witness or other person providing information to the Examiner or the relevant Discovery Party"), counsel for the relevant

10

Discovery Party shall provide ten business days notice to Barclays of the identity of the person in question, identifying any bank or financial services firm with which that person is affiliated, and identifying the materials he seeks to provide to that person. Notwithstanding anything to the contrary herein, Quinn Emanuel may provide members of the Committee ("Committee Members") a summary of its analysis of the Highly Confidential materials, provided that any such summary does not disclose any lists or schedules of individual securities, CUSIP numbers or amounts included in the Highly Confidential materials summarized, and that Quinn Emanuel informs Committee Members that their use of any such summary is governed by the limitations on disclosure of confidential information imposed by Part VIII of the Committee by-laws (i.e., "Confidentiality of Information"), excepting that Committee Members may not (i) treat any such summary as "information from or about the Debtors obtained in the course of any litigation, arbitration or court proceeding" pursuant to sub-paragraph VIII.B.(iv) of the Committee by-laws, or (ii) share any such summary with any "constituent unsecured creditors" pursuant to subparagraph VIII.D(iii) of the Committee by-laws. 7.

In the event the Examiner or counsel for a Discovery Party in good faith believes

that providing Highly Confidential materials to a witness or other person providing information to the Examiner or the relevant Discovery Party would assist the Examiner in carrying out his duties or would assist the Discovery Party in connection with the Court-Ordered Discovery, and that individual is not included in any of the categories set forth in paragraph 5 except the category defined in sub-paragraph 5(xiii) (i.e., "a witness or other person providing information to the Examiner or the relevant Discovery Party"), the Examiner or counsel for the relevant Discovery Party shall provide ten business days notice to Barclays of the identity of the witness or other person in question, identifying any bank or financial services firm with which that

11

person is affiliated, and identifying the materials he seeks to provide to that witness or other person. 8.

If, within three days of the receipt of notice given pursuant to paragraphs 6 or 7,

Barclays objects to the provision of Highly Confidential materials to the witness or person so identified, the parties shall use their best efforts within five business days to allow the use of such material while protecting Barclays' need for confidentiality, including, but not limited to, considering whether portions of such material can be redacted, re-evaluating whether such material must be protected as "Highly Confidential," or considering other provisions to allow the Examiner or counsel for the Discovery Parties to provide the material to the witness or other person while protecting the confidentiality of Barclays information. In the event the Examiner or the relevant Discovery Party and Barclays cannot resolve an issue concerning the use or sharing of "Highly Confidential" materials, the matter may be presented to the Bankruptcy Court for resolution on an expedited basis. In this regard, to the extent the disagreement presented to the Court involves whether Highly Confidential materials can be provided to a witness or other person who is affiliated with a bank or financial services firm that is a direct competitor of Barclays, the relevant Discovery Party shall have the burden of showing good cause to justify the requested disclosure. To the extent the disagreement presented to the Court involves whether Highly Confidential materials identified in paragraph 2(d) can be provided to a witness or other person other than (i) the individual to whose compensation those materials pertain, or (ii) an individual whom the Examiner or the relevant Discovery Party in good faith believes was directly involved in the negotiation or determination of the employee and executive compensation referenced in those materials, the relevant Discovery Party shall have the burden of showing good cause to justify the requested disclosure. To the extent the disagreement

12

presented to the Court involves whether Highly Confidential materials identified in paragraph 2(g) can be provided to to a witness or other person other than the individual to whom they pertain, the relevant Discovery Party shall have the burden of showing good cause to justify the requested disclosure. 9.

Discovery Materials that have been designated Highly Confidential may only be

provided to an individual who is not included within any of the categories set forth in paragraph 5 except the category defined in sub-paragraph 5(xiii) (i.e., "a witness or other person providing information to the Examiner or the relevant Discovery Party") pursuant to the provisions of paragraphs 6, 7 and 8, and then only after counsel for the Examiner or the relevant Discovery Party has provided such person with a copy of this Protective Order and such person has executed a Non-Disclosure Declaration in the form annexed as an Exhibit hereto. Discovery Materials that have been designated Highly Confidential may only be provided to an individual included in the categories defined in sub-paragraphs 5(ix) and 5(xiv) after counsel for the Examiner or the relevant Discovery Party has provided such person with a copy of this Protective Order and such person has executed a Non-Disclosure Declaration in the form annexed as an Exhibit hereto. 10.

Discovery Materials that have been designated Confidential (but not Highly

Confidential) shall be maintained in confidence and, although such Discovery Materials may be shared between and among the Examiner and counsel for the Discovery Parties without providing notice to Barclays, they shall not be shared by the Examiner or counsel for a Discovery Party with any person other than the individuals or entities identified in paragraph 5. Discovery Materials that have been designated as Confidential may be shared with any person or entity identified in paragraph 5, including individuals who are not included within any of the

13

categories set forth in paragraph 5 except the category defined in sub-paragraph 5(xiii) (i.e., "a witness or other person providing information to the Examiner or the relevant Discovery Party"), without providing notice to Barclays, provided that counsel for the Examiner or the relevant Discovery Party has provided any person or entity with whom or which it shares Discovery Materials that have been designated Confidential a copy of this Protective Order and such person has executed a Non-Disclosure Declaration in the form annexed as an Exhibit hereto, and provided that no other parties are present at the disclosure of Confidential information who are not entitled to see Confidential information. Notwithstanding the foregoing, Quinn Emanuel may provide Committee Members Discovery Materials that have been designated as Confidential, provided that Quinn Emanuel informs Committee Members that their use of any such Discovery Materials is governed by the limitations on disclosure of confidential information imposed by Part VIII of the Committee by-laws (i.e., "Confidentiality of Information"), excepting that Committee Members may not treat any such summary as "information from or about the Debtors obtained in the course of any litigation, arbitration or court proceeding" pursuant to sub-paragraph VIII.B.(iv) of the Committee by-laws. 11.

If Confidential or Highly Confidential materials are utilized in a deposition or

other recorded interview, then it shall be indicated on the record by counsel for the Examiner or the relevant Discovery Party (or, if counsel for Barclays is present, by counsel for Barclays) that a question, or a line of questioning concerning a particular subject matter, calls for Confidential or Highly Confidential information, in which case the transcript of the designated testimony shall be bound in a separate volume and marked "Confidential Information Governed by Protective Order" by the reporter.

14

12.

Counsel for the Examiner or the relevant Discovery Party shall provide a copy of

this Protective Order to a representative of any professional firm or individual other than Jenner & Block, Jones Day, Hughes Hubbard & Reed and Quinn Emanuel who is retained by the Examiner or that Discovery Party (including all such entities and individuals identified in subparagraphs 5(ii), 5(x), 5(xi), 5(xiii) and 5(xiv)) (collectively, the "Permitted Recipients", and each a "Permitted Recipient"), and the firm representative or individual, as the case may be, must execute a Non-Disclosure Declaration in the form annexed as an Exhibit hereto prior to the firm or individual receiving any Highly Confidential or Confidential information. 13.

In the event that the Examiner, a Discovery Party or a Permitted Recipient is

required, by interrogatories, subpoena, civil investigative demand or similar legal process or applicable law or regulation, to disclose any of the Discovery Materials designated as Highly Confidential or Confidential, it is agreed that the Examiner or the relevant Discovery Party, and any relevant Permitted Recipient will provide Barclays with prompt notice of such event so that Barclays may seek a protective order or other appropriate remedy or waive compliance with the applicable provisions of this Stipulation. In the event that Barclays determines to seek such protective order or other remedy, the Examiner or the relevant Discovery Party, and any relevant Permitted Recipient will not oppose Barclays' seeking such protective order or other remedy, provided the terms of the protective order Barclays seeks will not narrow the scope of this Stipulation and Order. In the event that such protective order or other remedy is not obtained and disclosure of the Discovery Materials designated as Highly Confidential or Confidential is required under law, or Barclays grants a waiver hereunder, the Examiner, the relevant Discovery Party and/or the relevant Permitted Recipient, as the case may be, (i) may, without liability hereunder, furnish that portion (and only that portion) of the Discovery Materials which, the

15

Examiner, the relevant Discovery Party and/or the relevant Permitted Recipient, is legally required to disclose, and (ii) will exercise its commercially reasonable efforts to have confidential treatment accorded the Discovery Materials so furnished. 14.

If at any time Barclays determines or realizes that certain testimony or some

portion(s) of Discovery Materials that it previously produced should be designated as Confidential or Highly Confidential, Barclays may apprise the Examiner and Discovery Parties in writing, and such designated testimony or portion(s) of Discovery Materials will thereafter be treated as Confidential or Highly Confidential under the terms of this Stipulation, provided, however, that Barclays shall, at its cost, provide the Examiner or the relevant Discovery Party with substitute copies, bearing the appropriate legend, of any such Discovery Materials. 15.

All Confidential and Highly Confidential information filed with the Bankruptcy

Court, and all portions of pleadings, motions or other papers filed with the Bankruptcy Court that disclose such Confidential or Highly Confidential Discovery Materials, shall be filed under seal with the Clerk of the Court and kept under seal until further order of the Bankruptcy Court. 16.

In the event the Examiner or any Discovery Party objects to any designation of

testimony or Discovery Materials as Confidential or Highly Confidential, the Examiner or the relevant Discovery Party shall so inform Barclays, stating the grounds of the objection, and the parties shall have seven business days to attempt to resolve the objection, at the end of which the Examiner or the relevant Discovery Party may seek a ruling from the Bankruptcy Court that such information should not be treated as Confidential or Highly Confidential, provided that no Confidential or Highly Confidential information shall be filed in the public record prior to such a determination by the Court, and provided further that the burden shall be on Barclays to justify the claim that disputed material has been properly designated.

16

17.

Notwithstanding Barclays' designation of Discovery Materials as Confidential or

Highly Confidential, nothing in this Protective Order shall limit any third party's right to challenge such designation in the Bankruptcy Court or any other court of competent jurisdiction. 18.

This Protective Order shall survive the termination of the Examiner Investigation

and the conclusion of Court-Ordered Discovery.

Dated: July 16, 2009 New York, New York

17

By:

/s/ Jack G. Stern Jonathan D. Schiller Hamish P.M. Hume Jack G. Stern BOIES, SCHILLER & FLEXNER LLP 575 Lexington Avenue New York, NY 10022 (212) 446-2300

/s/ Robert L. Byman Robert L. Byman Patrick J. Trostle JENNER & BLOCK LLP 330 North Wabash Avenue Suite 4000 Chicago, IL 60611 (312) 923-2679

By:

/s/ Lindsee P. Granfield Lindsee P. Granfield CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 (212) 225-2000 Attorneys for Barclays Capital Inc.

919 Third Avenue 37th Floor New York, New York 10022 (212) 891-1600 Attorneys for Anton R. Valukas, Esq., Examiner

By: /s/ Robert W. Gaffey Robert W. Gaffey JONES DAY 222 East 41st Street New York, NY 10017 (212) 326-3939 Special Counsel to Debtors and Debtors in Possession

By: /s/ James Tecce Susheel Kirpalani James Tecce Eric Kay QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP 51 Madison Avenue New York, NY 10010 (212) 849-7000 Special Counsel to the Official Committee of Unsecured Creditors of Lehman Brothers Holdings, Inc., et al.

By:

By: /s/ Sarah L. Cave James B. Kobak, Jr. Sarah L. Cave HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004 (212) 837-6000 Attorneys for James W. Giddens, Trustee for the SIPA Liquidation of Lehman Brothers Inc. SO ORDERED: Dated: New York, New York July 30, 2009

s/ James M. Peck UNITED STATES BANKRUPTCY JUDGE

18

EXHIBIT NON-DISCLOSURE DECLARATION



, declare under penalty of perjury, the

following: I reside at

in the City/ County of and State of

I have read the annexed Confidentiality Stipulation and Protective Order between the , 2009, in the matter entitled In re

Examiner and Barclays Capital Inc., dated

Lehman Brothers Holdings, Inc., et al., Case No. 08-13555 (JMP), which is pending in the United States Bankruptcy Court for the Southern District of New York; I am fully familiar with and agree to comply with and be bound by the provisions of that Protective Order and consent to the jurisdiction of the United States Bankruptcy Court for the Southern District of New York; and I will not divulge to persons other than those specifically authorized by the Protective Order, and will not copy or use, except solely for the purpose of this litigation, any information designated as Confidential or Highly Confidential. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. Dated:

19

HEARING DATE: December 16, 2009 at 10:00 a.m. OBJECTIONS DUE: December 7, 2009 at 4:00 p.m. QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP 51 Madison Avenue, 22nd Floor New York, New York 10010 Telephone: (212) 849-7000 Telecopier: (212) 849-7100 Susheel Kirpalani James C. Tecce Marc A. Palladino Special Counsel to the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc., et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------x In re: : : LEHMAN BROTHERS HOLDINGS INC., : ET AL., : : Debtors. : ------------------------------------------------------------------x In re: : : LEHMAN BROTHERS INC., : : Debtor. : ------------------------------------------------------------------x

Chapter 11 Case No. 08-13555 (JMP) (Jointly Administered)

Chapter 11 SIPA Proceeding Case No. 08-1420 (JMP)

NOTICE OF MOTION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LEHMAN BROTHERS HOLDINGS INC., ET AL., PURSUANT TO 11 U.S.C. § 105(a) AND HAGUE CONVENTION (28 U.S.C. § 1781), FOR LETTERS OF REQUEST FOR INTERNATIONAL JUDICIAL ASSISTANCE PLEASE TAKE NOTICE that a hearing will be held before the Honorable James M. Peck of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), One Bowling Green, New York, New York 10004, Courtroom 601, on December 16, 2008, at 10:00 a.m. (Eastern time), or as soon thereafter as counsel may be heard, to consider the relief requested in the Motion of Official Committee of Unsecured Creditors Of

Lehman Brothers Holdings Inc., et al., Pursuant to 11 U.S.C. § 105(a) and Hague Convention (28 U.S.C. § 1781), for Letters of Request for International Judicial Assistance (the “Motion”). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion shall be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court for the Southern District of New York, shall set forth the name of the objecting party, the basis for the objection and the specific grounds thereof, shall be filed with the Bankruptcy Court electronically in accordance with General Order M-242 (which can be found at www.nysb.uscourts.gov) by registered users of the Bankruptcy Court’s case filing system and by all other parties in interest, on a 3.5 inch disk, preferably in Portable Document Format (PDF), Microsoft Word, or any other Windows-based word processing format (with two hard copies delivered directly to Chambers), and shall be served upon: (i) the chambers of the Honorable James M. Peck, One Bowling Green, New York, New York 10004, Courtroom 601; (ii) Jones Day, 222 East 41st Street, New York, New York 10017 (Attn: Robert W. Gaffey, William J. Hine, and Jayant W. Tambe) and Weil Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Richard P. Krasnow, Lori R. Fife, Shai Y. Waisman, and Jacqueline Marcus), attorneys for the Debtors; (iii) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Andy Velez-Rivera, Paul Schwartzberg, Brian Masumoto, Linda Riffkin, and Tracy Hope Davis); (iv) Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, New York 10005 (Attn: Dennis F. Dunne, Dennis O’Donnell, and Evan Fleck) and Quinn Emanuel Urquhart Oliver & Hedges, LLP, 51 Madison Avenue, 22nd Floor, New York, New York 10010 (Attn: Susheel Kirpalani and James C. Tecce), attorneys for the official committee of unsecured creditors appointed in these cases; (v) Hughes Hubbard & Reed, LLP, One Battery

Park Plaza, New York, NY 10004 (Attn: William R. Maguire, Neil Oxford and Seth D. Rothman), attorneys for the SIPA Trustee; (vi) Jenner & Block LLP, 919 Third Avenue, 37th Floor, New York, New York 10022-3908 (Attn: Anton R. Valukas, Vincent E. Lazar, Robert L. Byman, David C. Layden, and Patrick J. Trostle) attorneys for the examiner; and (vii) Boies, Schiller & Flexner LLP, 575 Lexington Avenue, 7th Floor, New York, New York 10022 (Attn: Jonathan D. Schiller, Hamish P.M. Hume and Jack G. Stern), attorneys for Barclays Capital Inc., so as to be filed and received no later than December 7, 2009 at 4:00 p.m. (Prevailing Eastern Time) (the “Objection Deadline”). PLEASE TAKE FURTHER NOTICE that if an objection to the Motion is not received by the Objection Deadline, the relief requested shall be deemed unopposed, and the Bankruptcy Court may enter an order granting the relief sought without a hearing.

PLEASE TAKE FURTHER NOTICE that objecting parties are required to attend the Hearing, and failure to appear may result in relief being granted or denied upon default. Dated: November 24, 2009 New York, New York QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP /s/ James C. Tecce Susheel Kirpalani James C. Tecce Marc A. Palladino 51 Madison Avenue, 22nd Floor New York, New York 10010 Telephone No.: (212) 849-7000 Special Counsel to the Official Committee Of Unsecured Creditors Of Lehman Brothers Holdings Inc., et al.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------------x In re: : Chapter 11 : Case No. 08-13555 (JMP) LEHMAN BROTHERS HOLDINGS INC., et al., : Jointly Administered : Debtors. : ------------------------------------------------------------------------x In re: : SIPA Proceeding : Case No. 08-01420 (JMP) LEHMAN BROTHERS INC., : : Debtor. : ------------------------------------------------------------------------x ORDER, PURSUANT TO 11 U.S.C. §§ 105(a) AND HAGUE CONVENTION (28 U.S.C. § 1781), ISSUING LETTERS OF REQUEST FOR INTERNATIONAL JUDICIAL ASSISTANCE Upon the motion of the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc., et al. (the “Committee”), pursuant to sections 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the "Bankruptcy Code"), and the Hague Convention of 18 March 1970 on the taking of Evidence Abroad in Civil or Commercial Matters, 28 U.S.C. § 1781, (the "Motion"),1 seeking the approval and issuance of two Letters of Request for International Judicial Assistance (the “Letters of Request”) to the High Court of Justice of England and Wales (the "U.K. Court") to compel the production of documents requested under the Letters of Request by the following entities located in the United Kingdom: the Financial Services Authority (“FSA”), and PricewaterhouseCoopers LLP and PricewaterhouseCoopers International Limited (collectively “PwC”), and after due deliberation thereon; and it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates, creditors and interest holders; and all parties in interest having had sufficient notice of the

1

Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

03968.61598/3214775.1

Motion and having been heard or having had the opportunity to be heard; and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1.

The Motion is granted.

2.

The Letters of Request are hereby approved and will be issued by the

3.

The Committee is authorized to seek the international judicial assistance

Court.

of the U.K. Court to obtain the production of documents from the FSA and PwC as specifically set forth in the Letters of Request. 4.

The Court shall retain jurisdiction to implement and enforce the terms of

this Order.

Dated: December ___, 2009 ____________________________________ HONORABLE JAMES M. PECK UNITED STATES BANKRUPTCY JUDGE

03968.61598/3214775.1