Exhibit 10.1

20    RESTRICTED STOCK UNIT AWARD

AGREEMENT EVIDENCING A GRANT OF
RESTRICTED STOCK UNITS

1.     GRANT OF UNITS .   Pursuant to the Lehman Brothers Holdings Inc. (“Holdings”) 2005 Stock Incentive Plan (the “Plan”), you are hereby granted, as of                     , 20     (the “Date of Grant”), the number of Restricted Stock Units (“Units”) for shares of Holdings’ common stock, par value $.10 per share (the “Common Stock”), set forth on the award statement with your name on it delivered to you herewith (which number of Units may be adjusted pursuant to Paragraph 8 below).

2.     ADDITIONAL DOCUMENTS; DEFINITIONS .   You have been provided with a copy of the Plan, which is incorporated in this instrument by reference and made a part hereof, and a copy of the Plan prospectus.  The Plan and the prospectus should be carefully examined.  In the event of any conflict or ambiguity between this instrument and the Plan, the terms of the Plan shall govern.  All capitalized terms not defined herein or on Annex A attached hereto shall have the meaning ascribed to such terms under the Plan.

3.     VESTING .   Subject to Paragraph 4, Units awarded to you hereunder shall become vested in accordance with the following vesting schedule:

•                        % of the Principal Units (     % of the total award) shall become vested on                     , 20    .

•                        % of the Principal Units (     % of the total award) shall become vested on                     , 20    .

•                   The remaining      % of the Principal Units (     % of the total award) shall become vested on                     , 20    .

•                        % of the Discount Units (     % of the total award) shall become vested on                     , 20    .

•                   The remaining      % of the Discount Units (     % of the total award) shall become vested on                     , 20    .

4.     ENTITLEMENT TO RECEIVE COMMON STOCK.

(a)                General Rule.   Unless otherwise set forth herein, you shall receive one share of Common Stock for each Unit that has become vested and which you hold in accordance with the following maturity schedule:

•                        % of the Principal Units shall mature on                     , 20    .

•                        % of the Principal Units shall mature on                     , 20    .

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•                   The remaining      % of the Principal Units shall mature on                     , 20    .

•                        % of the Discount Units shall mature on                     , 20    .

•                   The remaining      % of the Discount Units shall mature on                     , 20    .

                             (each, the “Maturity Date(s)”), provided that the Units have not otherwise been terminated pursuant to the terms and conditions hereof.  Unless otherwise provided herein, you shall be entitled to receive freely transferable shares of Common Stock as soon as practicable after the Maturity Date(s), but no later than December 31 ^st of the year in which such shares mature.

(b)                Effect of Detrimental Activity.   Notwithstanding any other provision of this Agreement, if you engage in Detrimental Activity at any time prior to the date on which delivery of shares of Common Stock in respect of your Units is called for hereunder, all Units held by you, whether or not vested, shall be terminated, forfeited, cancelled, and you shall have no further right to any shares of Common Stock relating thereto.

(c)                Occurrence of Death, Disability While You Are Employed.   Without limiting Paragraphs 4(b), 4(d)(ii), 7, 9, 14 and 15, in the event of the occurrence of your death or Disability while you are employed with Holdings or any Affiliate, all of your then outstanding Units held by you shall become immediately vested and deliverable, and you shall, on the 30 ^th day thereafter, receive freely transferable shares of Common Stock.

(d)                Effect of Termination.   Without limiting Paragraph 9 hereof, in the event of your Termination, the following rules shall apply:

(i)                         Voluntary Termination.  Except as otherwise provided for in Paragraphs 4(d)(iv)  or 9 hereof, in the event of your voluntary Termination (i) you shall be entitled to receive upon the Maturity Date(s) freely transferable shares of Common Stock for all vested Principal Units and (ii) shares equal to      % of the Discount Units multiplied by each full year of your employment with Holdings or a Subsidiary after                     , 20     and before your Termination shall become vested (to the extent not previously vested) and deliverable upon the Maturity Date(s); provided that, in the case of voluntary Termination for Select Governmental Service all Units shall become immediately vested and shall be converted to Common Stock and be issued to you (x)       days following the Termination date or, if earlier, the date(s) required by applicable law or governmental regulation as a condition for your Select Governmental Service, in each case, to the extent permitted under Treas. Reg. Section 1.409A-3(j)(4)(iii) or (y) upon the Maturity Date(s) in the event that accelerated delivery is not permitted under Treas. Reg. Section 1.409A-3(j)(4)(iii).  All other terms and conditions of this Agreement and the Plan shall continue to apply to any such vested Units.

(ii)                     Involuntary Termination with Cause.   In the event of your involuntary Termination with Cause, all Units that have not been delivered, whether or not

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vested, shall be terminated, forfeited and cancelled, and you shall have no further right to any shares of Common Stock relating thereto.

(iii)                 Involuntary Termination without Cause.   Except as otherwise provided for in Paragraphs 4(c), 4(d)(iv) and 9, and subject to Paragraphs 4(b), 7, 14 and 15, in the event of your involuntary Termination without Cause, (i) you shall be entitled to receive upon the Maturity Date(s) freely transferable shares of Common Stock for all Principal Units and (ii) shares equal to      % of the Discount Units multiplied by each full year of your employment with Holdings or a Subsidiary after                     , 20     and before your Termination shall become vested (to the extent not previously vested) and deliverable upon the Maturity Date(s).  Your entitlement to receive freely transferable shares of Common Stock for all Principal Units and any Discount Units is expressly conditioned on your timely execution of a release in such form as may be required by Holdings or any Subsidiary and in accordance with Holdings’ (or Subsidiary’s) policies and procedures then in effect.  All other terms and conditions of this Agreement and the Plan shall continue to apply to any such vested Units.

(iv)                    Occurrence of Death or Disability following Termination.   Without limiting the applicability of Paragraphs 4(c), 7, 9, 14 and 15 hereof and notwithstanding the foregoing provisions of Paragraph 4(d)(i) and (iii) in the event of your death or Disability following Termination, all outstanding Units held by you that were vested at or by reason of your Termination shall at that time become immediately deliverable and you shall, on the 30 ^th day thereafter, receive freely transferable shares of Common Stock.

Any shares of Common Stock that become deliverable pursuant to this Paragraph 4(d) (other than Paragraph 4(d)(iv)) shall be delivered to you as soon as practicable after the Maturity Date(s), but no later than December 31 ^st of the year in which such Maturity Date occurs, subject to the application of Paragraphs 4(b), 9, and 15.  Any remaining Units that are not deliverable pursuant to the provisions of Paragraph 4(d) or otherwise under this Agreement or the Plan shall be terminated, forfeited and be cancelled by Holdings, and you shall have no further right to any shares of Common Stock relating thereto.

For purposes of this Agreement, Holdings and/or the Committee, as applicable, shall determine in its sole discretion whether or not your Termination is voluntary, involuntary, or with or without Cause, whether or not you have engaged in Detrimental Activity, or whether or not you meet the definition of Disability.

(e)                Affidavit.   Y ou may be requested, from time to time after your Termination, to complete and sign an affidavit with respect to Detrimental Activity, which includes representations and authorizes Holdings to verify the representations.  Any failure on your part to complete, sign and return the affidavit as required may cause you to forfeit all Units held by you at that time or, to repay to Holdings the full gross amounts or shares you received under this Agreement as may be applicable.

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5.     DIVIDEND EQUIVALENTS .   With respect to each dividend or distribution paid or made on Common Stock to holders of record on or after the Date of Grant of your Units, with respect to each then outstanding Unit you then hold, you shall be credited with a number of additional Units equal in value to such dividend or distribution as of the date of such di