Exhibit 3.5
CERTIFICATE OF AMENDMENT
OF
THE RESTATED CERTIFICATE OF INCORPORATION
OF
LEHMAN BROTHERS HOLDINGS INC.
Lehman Brothers Holdings Inc., a Delaware corporation (the "Corporation"),
having its registered office at The Prentice-Hall Corporation System, Inc.,
2711 Centerville Road, in the City of Wilmington, in the County of New
Castle, hereby certifies to the Secretary of State of the State of Delaware
that:
FIRST: The first paragraph of Article 4.1 of the Restated Certificate
of Incorporation of the Corporation is hereby amended in its entirety to
read as follows:
"4.1 Authorized Shares. The total number of shares of capital
stock which the Corporation shall have authority to issue is six
hundred million (600,000,000) shares of common stock with one vote per
share, $0.10 par value per share (the "Common Stock"), and thirty-eight
million (38,000,000) shares of preferred stock, $1.00 par value per
share (the "Preferred Stock"). Shares of Preferred Stock may be issued
from time to time in one or more classes or series, each of which class
or series shall have such distinctive designation or title as shall be
fixed by the Board of Directors of the Corporation (the "Board of
Directors") or any committee thereof established by resolution of the
Board of Directors pursuant to the By-Laws prior to the issuance of any
shares thereof. Each such class or series of Preferred Stock shall have
such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the
issue of such class or series of Preferred Stock as may be adopted from
time to time by the Board of Directors prior to the issuance of any
shares thereof pursuant to the authority hereby expressly vested in it,
all in accordance with the laws of the State of Delaware."
SECOND: The Board of Directors of the Corporation by requisite
vote adopted a resolution which sets forth the foregoing amendment to
the Restated Certificate of Incorporation, in accordance with Section
242 of the General Corporation Law of the State of Delaware, declaring
that the amendment to the Restated Certificate of Incorporation as
proposed was advisable and directing that it be considered at the next
annual meeting of the stockholders of the Corporation.
THIRD: The amendment has been consented to and authorized and
approved by a majority of the outstanding stock entitled to vote
thereon, and a majority of the outstanding stock of each class entitled
to vote thereon as a class, and has been duly adopted in accordance
with Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: This Certificate of Amendment of the Restated Certificate
of Incorporation shall be effective on filing.
IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has caused this
Certificate to be signed on this 9th day of April 2001 in its name and on its
behalf by Jeffrey A. Welikson, its Secretary, pursuant to Section 103 of the
General Corporation Law of the State of Delaware.
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jeffrey A Welikson
-----------------------------------------
Jeffrey A. Welikson
Secretary
2