Combined Docket #5938

QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP HEARING DATE:
51 Madison Avenue, 22nd Floor December 16, 2009

New York, New York 10010 OBJECTIONS DUE:
Telephone: (212) 849-7000 December 7, 2009
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: :
: Chapter 11
LEHMAN BROTHERS HOLDINGS INC., :
ET AL., : Case No. 08-13555 (JMP)
: (Jointly Administered)
Debtors. :
------------------------------------------------------------------x
In re: :
:
LEHMAN BROTHERS INC., : SIPA Proceeding
: Case No. 08-1420 (JMP)
Debtor. :
------------------------------------------------------------------x
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. PRELIMINARY STATEMENT
1. 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 broker-
dealer 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. BACKGROUND
4. 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):
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.
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
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:
£23,837 million for the acquired “Trading Portfolio assets”

referred to on page 97, line 2 under "assets".
£1,948 million for the acquired “available-for-sale financial

investment assets” referred to on page 97, line 5 under "assets".
7
£599 million for the assumed “derivative financial
instruments” referred to page 97, line 3 under "liabilities".
£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".
7. 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. RELIEF REQUESTED
8. 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. ARGUMENT
A. 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
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).
8
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
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
LEHMAN BROTHERS, INC. (JMP)
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 3
NYI-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
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 4
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 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
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
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
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
c. NAME OF THE CASE AND IDENTIFYING NUMBER:
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
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
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.
Representatives: Jonathan D. Schiller/Hamish P.M. flume

BOIES, SCHILLER & FLEXNER, LLP
575 Lexington Avenue
New York, NY 10022
U.S.A.
Telephone: (212) 446 2300
Facsimile: (212) 446 2350
c. THIRD-PARTY DEFENDANTS:
None.
7. NATURE OF THE PROCEEDINGS (DIVORCE, PATERNITY, BREACH OF

CONTRACT, PRODUCT LIABILITY, ETC.):
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 8
NYI-4230551v1
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).
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
8. 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. 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 - 10-
NYI-4230551v1
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:

03690.61377/3216552.1
NY1-4230551v 1
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
for the Southern District of New York
03690.61377/3216552.1 - 12 -
NYI-4230551 v 1
SCHEDULE
REQUESTED DOCUMENTS
1. 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.
2. 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.
3. The audit working papers in PwC's Barclays audit file supporting or refuting the
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."
4. 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 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.
6. 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
7. 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):
(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 - 13 -
NYI-4230551v1
8. The reconciliation between balances as set out in the PwC audit working papers
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 - 14 -
NYI-4230551v 1
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
LEHMAN BROTHERS, INC. (JMP)
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 2
NYI-4230551v1
"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
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
United States of America
Telephone: (212) 849 7000
Facsimile: (212) 849 7100
Robert W. Gaffey/Jayant W. Tambe/William J. Hine

JONES DAY
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:

16 Old Bailey
London EC4M 7EG
United Kingdom
Telephone: +44 (0) 20 7653 2000
Facsimile: +44 (0) 20 7653 2100
03690.61377/3216550.1 6
NY1-4230551v1
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.
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

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
c. NAME OF THE CASE AND IDENTIFYING NUMBER:
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
U.S.A.
Telephone: (212) 849 7000
Facsimile: (212) 849 7100
03690.61377/3216550.1
NYI-4230551v1
(2) LBHI.
Representatives: Robert W. Gaffey/Jayant W.

Tambe/William J. Hine
JONES DAY
U.S.A.
Telephone: (212) 326 3939
Facsimile: (212) 755 7306
(3) The Trustee.
Representatives: William R. Maguire/Neil J. Oxford

HUGHES HUBBARD & REED, LLP
New York, NY 10004
U.S.A.
Telephone: (212) 837 6000
Facsimile: (212) 422 4726
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
c. THIRD-PARTY DEFENDANTS:
None.
7. NATURE OF THE PROCEEDINGS (DIVORCE, PATERNITY, BREACH OF

CONTRACT, PRODUCT LIABILITY, ETC.):
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. PURPOSE OF THE EVIDENCE OR JUDICIAL ACT SOUGHT:

03690.61377/3216550.1 - 10 -
NYI-4230551v1
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:

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 - 12 -
NYI-4230551v1
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
for the Southern District of New York
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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 - 14 -
NYI-4230551v1
EXHIBIT B
Table of Contents
Preliminary Results Announcement Page

Key Information 2

Performance Highlights 3

Group Chief Executive's Review 4

Group Finance Director's Review 7

Consolidated Income Statement 11

Consolidated Balance Sheet 12

Condensed Consolidated Statement of Recognised Income and Expense 14

Condensed Consolidated Cash Flow Statement 15
Results by Business

UK Retail Banking 16

Barclays Commercial Bank 18

— Barclaycard 20

Global Retail & Commercial Banking - Western Europe 22

— Global Retail & Commercial Banking - Emerging Markets 24

Global Retail & Commercial Banking - Absa 26

Barclays Capital 28

Barclays Global Investors 30

— Barclays Wealth 32

Head Office Functions and Other Operations 34

Risk Management 37

— Analysis of Total Assets 38

— Barclays Capital Credit Market Exposures 40

— Credit Risk 59

— Market Risk 76

— Liquidity Risk 77

Capital & Performance Management 79

Accounting Policies 89

Notes 90

Other Information 116

Glossary of Terms 119

Index 120
BARCLAYS PLC, 1 cHuRcHILL PLACE, LONDON, E14 SHP, UNITED KINGDOM, TELEPHONE: +4410) 20 7116 1000, COMPANY NO. 48839
Barclays PLC — 2008 Results

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
Year Ended Year Ended

Group Results 31.12.08 31.12.07
£m £m % Change
Total income net of insurance claims 73,115 23,000
Impairment charges and other credit provisions (5,419) (2,795) 94
Operating expenses (14,366) (13,199) 9
Gains on acquisitions 2,400
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)
Basic earnings per share 68.9p (14)

Diluted earnings per ordinary share 1:,7 Sp 66.7p (14)
Dividend per share 11 5p 34.0p (66)
Performance Ratios
Return on average shareholders equity 16.5% 20.3%
Cost:income ratio 02% 57%
Cost:net income ratio I% 65%
Profit Before Tax by Business' Ern £m % Change

UK Retail Banking 1,369 1,275 7
Barclays Commercial Bank 1,266 1,357 (7)
Barclaycard 789 603 31
GRCB - Western Europe 257 196 31
GRCB - Emerging Markets 134 100 34
CRCS - Absa 552 597 (8)
Barclays Capital 1,302 2,335 (44)
Barclays Global Investors 595 734 (19)
Barclays Wealth 671 307 119
Pro Forma2 As at As at
Capital and Balance Sheet 31.12.08 31.12.08 31.12.07
Equity Tier 1 ratio 6.7% 5.8% 5.1%
Tier 1 ratio 9.7% 8.6% 7.6%
Risk asset ratio 14.4% 13.6% 11,2%
Net asset value per share 332p 437p 353p
Total shareholders' equity £47,4bri £32.5bn
Total assets £2,053bn £1,227bn
Risk weighted assets £433bn £354bn
Adjusted gross leverage 24x 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
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 Lehman-
Barclays Transaction.
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
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.
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.
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, (11) Larry Wieseneck, (12)
Michael Gelband, (13) Thomas Humphrey, (14) Hyung Lee, (15) Hugh E. ("Skip") McGee, III,
or (16) Ajay Nagpal.
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, (11) Larry Wieseneck, (12) Michael Gelband, (13) Thomas
Humphrey, (14) Hyung Lee, (15) Hugh E. ("Skip") McGee, III, or (16) Ajay Nagpal.
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.
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.
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.
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.
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.
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.
18. All documents concerning the negotiation, drafting, execution and implementation of the
Settlement Agreement dated December 5, 2008 (the "Settlement Agreement").
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 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.
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. 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

rwgaffey@jonesday.com

JP636767 April 13, 2009
125426-600002
Lindsee P. Granfield, Esq.

Cleary, Gottlieb, Steen & Hamilton LLP
One Liberty Plaza
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 above-
captioned 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. 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.
NY1-4 I 74746v 1 -5-

EXHIBIT 13
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
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
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.
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.

October 27, 2009
s/ James M Peck
EXHIBIT E
)
In re: )
) Case No. 08-01420 (JMP)
Lehman Brothers Inc., ) SIPA
)
Debtor. )
)
)
)
In re: ) Chapter 11
)
Lehman Brothers Holdings Inc., et al. ) Case No. 08-13555 (JMP)
) (Jointly Administered)
Debtors. )
)
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-in-
possession 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 sub-
paragraph 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 sub-
paragraphs 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 By: /s/ Robert L. Byman
Jonathan D. Schiller Robert L. Byman
Hamish P.M. Hume Patrick J. Trostle
Jack G. Stern JENNER & BLOCK LLP
BOIES, SCHILLER & FLEXNER LLP 330 North Wabash Avenue
575 Lexington Avenue Suite 4000
New York, NY 10022 Chicago, IL 60611
(212) 446-2300 (312) 923-2679
By: /s/ Lindsee P. Granfield 919 Third Avenue

Lindsee P. Granfield 37th Floor
CLEARY GOTTLIEB STEEN New York, New York 10022
& HAMILTON LLP (212) 891-1600
One Liberty Plaza Attorneys for Anton R. Valukas, Esq.,
New York, NY 10006 Examiner
(212) 225-2000
Attorneys for Barclays Capital Inc.
By: /s/ Robert W. Gaffey By: /s/ James Tecce

Robert W. Gaffey Susheel Kirpalani
JONES DAY James Tecce
222 East 41st Street Eric Kay
New York, NY 10017 QUINN EMANUEL URQUHART OLIVER
(212) 326-3939 & HEDGES, LLP
Special Counsel to Debtors and Debtors in Possession 51 Madison Avenue
New York, NY 10010
By: /s/ Sarah L. Cave (212) 849-7000
James B. Kobak, Jr. Special Counsel to the Official Committee
Sarah L. Cave of Unsecured Creditors of Lehman
HUGHES HUBBARD & REED LLP Brothers Holdings, Inc., et al.
(212) 837-6000
Attorneys for James W. Giddens,
Trustee for the SIPA Liquidation of
Lehman Brothers Inc.
SO ORDERED:

July 30, 2009 s/ James M. Peck
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
Examiner and Barclays Capital Inc., dated , 2009, in the matter entitled In re
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.

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.

------------------------------------------------------------------x
In re: :
: Chapter 11
LEHMAN BROTHERS HOLDINGS INC., :
ET AL., : Case No. 08-13555 (JMP)
: (Jointly Administered)
Debtors. :
------------------------------------------------------------------x
In re: :
: Chapter 11
LEHMAN BROTHERS INC., : SIPA Proceeding
: Case No. 08-1420 (JMP)
Debtor. :
------------------------------------------------------------------x
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

Telephone No.: (212) 849-7000
Special Counsel to the Official Committee Of

Unsecured Creditors Of Lehman Brothers
Holdings Inc., et al.
------------------------------------------------------------------------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,
1. The Motion is granted.
2. The Letters of Request are hereby approved and will be issued by the
Court.
3. The Committee is authorized to seek the international judicial assistance
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
03968.61598/3214775.1

Combined Docket #5938

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QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP HEARING DATE:

51 Madison Avenue, 22nd Floor December 16, 2009

Special Counsel to the Official

UNITED STATES BANKRUPTCY COURT

MOTION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF

The Official Committee of Unsecured Creditors (the “Committee”)

appointed in the above-captioned chapter 11 cases of Lehman Brothers Holdings Inc.

1970 on the taking of Evidence Abroad in Civil or Commercial Matters, 28 U.S.C. §

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

1. As the Court is aware, the parties currently are conducting

been requested by the Lehman Debtors.

2. The import of the narrowly tailored list of documents identified in

approval for Barclays’ Initial Proposal.

transaction ultimately consummated because Barclays acquired billions of dollars in

motions allege Barclays' significantly greater return bears no resemblance to the

equaled or exceeded acquired assets. Instead, Barclays' 2008 Results Announcement

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

Results Announcement (a copy of the relevant portions of which is annexed hereto as

reviewed and agreed with the Results Announcement.4

2004 discovery against Barclays in June 2009.5

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

negotiated the Scheduling Order,6 which contemplates document production and

• With respect to the FSA:

o Barclays’ application for regulatory approval of the Initial Barclays’

o The FSA analysis of Barclays' application for regulatory approval of

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

o The correspondence between Barclays and the FSA referring to the

o The FSA evaluation of the results reported in the Results

o The audit working papers in PwC's Barclays audit file supporting or

o The audit working papers in PwC's Barclays audit file referring to

 the value of £23,837 million for the acquired “Trading

 the value of £1,948 million for the acquired “available-for-sale

 the value of £599 million for the assumed “derivative financial

o The reconciliation between balances as set out in the PwC audit

 £23,837 million for the acquired “Trading Portfolio assets”

 £1,948 million for the acquired “available-for-sale financial

 £24,409 million for the assumed “liabilities for repurchase

7. The Committee has received indications from the Queen's Bench

III. RELIEF REQUESTED

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

Schedules annexed to the Letters of Request.

A. THE HAGUE CONVENTION AUTHORIZES THIS COURT TO ISSUE LETTERS

obtaining evidence"); 28 U.S.C. § 1781 (permitting “the transmittal of a letter rogatory or

and reproducing the Hague Evidence Convention"); Restatement (Third) of Foreign

state where the evidence is to be taken").

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

depositions of individuals located in France).

added) (authorizing issuance of letters of request for documents and depositions in

Convention procedures were only means by which requested discovery could be

procedure of the Hague Evidence Convention should be applied include considerations of

analysis to determine whether Federal Rules of Civil Procedure or Hague Convention

litigation; 2) the degree of specificity of the request; 3) whether the information

undermine important interests of the state where the information is located").

documents for purposes of foreign proceedings in appropriate circumstances pursuant to

U.K. Court receives:

1. that the application is made in pursuance of a request issued by or

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

A.C. 547, 2 W.L.R. 81.

15. An examination of the relevant factors demonstrates issuance of

documents by other means. Indeed, the Committee faces jurisdictional impediments

16. Second, the documents requested in the Letters of Request are

the value of £23,837 million for the acquired “Trading

the value of £1,948 million for the acquired “available-for-sale

the value of £599 million for the assumed “derivative financial

£23,837 million for the acquired “Trading Portfolio assets”

£1,948 million for the acquired “available-for-sale financial

£24,409 million for the assumed “liabilities for repurchase