JONES DAY

222 East 41st Street

New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
Robert W. Gaffey
Jayant W. Tambe
William J. Hine

Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re: Chapter 11

LEHMAN BROTHERS HOLDINGS INC., et al., Case No. 08-13555

Debtors. (Jointly Administered)

APPENDIX TO
DEBTOR’S MOTION FOR AN ORDER, PURSUANT TO
FED. R. CIV. P. 60 AND FED. R. BANKR. P. 9024, MODIFYING
THE SEPTEMBER 20, 2008 SALE ORDER AND GRANTING OTHER RELIEF

APPENDIX VOLUME IV
 UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re LEHMAN BROTHERS HOLDINGS INC., et al.,

Debtors Case No. 08-13555

APPENDIX INDEX VOLUME IV

App. Description
Tab
No.

97 9/21/08 (1:38 am) email between M. Forrest and A. Blackwell, et al.

(Dep. Ex. 48)

98 9/21/08 (4:36 am) email between J. Hraska and M. Forrest, et al., with
attachment (Dep. Ex. 145B)

99 9/21/08 (9:16 a.m.) email between M. Forrest and I. Lowitt, et al. (Dep.
Ex. 168A)

100 9/21/08 (9:16 am) email between M. Forrest and I. Lowitt, with
attachment (excerpt of first four pages of Dep. Ex. 151B)

101 9/21/08 (12:27 pm) email between R. Azerad and J. Hraska (Dep. Ex.
180)

102 9/21/08 (2:17 pm) email between I. Veksler and R. Azerad, et al., with
attachment (Dep. Ex. 155A)

103 9/21/08 (2:33 pm) email between S. Sell and D. Joshi, et al., with
attachment (BCI 006647 – 653 [Dep. Ex. 83B])

104 9/21/08 (6:20 pm) email between R. Azerad and G. Romain, et al., with
attachment (Dep. Ex. 229)

105 9/21/08 (7:53 pm) email between D. Fleming and P. Tonucci (Dep. Ex.
161A)

106 9/21/08 (8:05 pm) email between F. Pearn and I. Lowitt, et al., with
attachment (Dep. Ex. 95B)

107 9/21/08 (8:15 pm) email between R. Azerad and M. Kelly, with
attachment (Dep. Ex. 185)

108 9/21/08 (8:29 pm) email between S. King and R. Ricci (BCI-EX-
 UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re LEHMAN BROTHERS HOLDINGS INC., et al.,

Debtors Case No. 08-13555

APPENDIX INDEX VOLUME IV

App. Description
Tab
No.

00080668 [Dep. Ex. 383])

109 9/21/08 (9:12 pm) email between R. Azerad and M. Kelly, et al., with
attachment (Dep. Ex. 186)

110 9/21/08 (10:07 pm) email between J. Potenciano and C. O’Meara, et al.,
with attachment (Dep. Ex. 187)

111 9/21/08 (10:22 pm) email between R. Azerad and M. Kelly, with
attachment (Dep. Ex. 188)

112 9/22/08 (12:37 am) email between M. Lee and M. Kelly (Dep. Ex. 189)

113 9/22/08 (1:07 am) email between M. Kelly and A. Stucchio (Dep. Ex.
173A)

114 9/22/08 (6:45 am) email between J. Yang and R. Azerad, et al., with
attachment (BCI 008149 [excerpt of Dep. Ex. 84B, BCI 008150 – 670
intentionally omitted])

115 9/22/08 (7:17 am) email between R. Azerad and J. Hraska, et al. (Dep.
Ex. 146A)

116 9/22/08 (7:19 am) email between R. Azerad and J. Yang, et al. (Dep.
Ex. 147A)

117 9/22/08 (10:35 am) email between A. Blackwell and M. Forrest, et al.
(Dep. Ex. 152B)

118 9/22/08 (5:48 pm) email between R. Ricci and P. Clackson (BCI-EX
00079307 – 309 [Dep. Ex. 209])

119 9/22/08 (7:50 pm) email between P. Tonucci and T. Lyons (Dep. Ex.
162A)

-2-
 UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re LEHMAN BROTHERS HOLDINGS INC., et al.,

Debtors Case No. 08-13555

APPENDIX INDEX VOLUME IV

App. Description
Tab
No.

120 9/22/08 (8:57 pm) email between S. Chen and D. Fleming, et al., with
attachment (BCI-EX-(S)-00019187 – 194 [Dep. Ex. 305B])

121 9/23/08 (9:15 am) email between M. Evans and B. Diamond, with
attachment (BCI-EX-(S)-00027190 – 197 [Dep. Ex. 284B])

122 9/24/08 (9:25 am) email between M. Evans and R. Jenkins, et al., with
attachment (BCI-EX-(S)-00027258 – 265 [Dep. Ex. 288B])

123 9/24/08 (11:16 a.m.) email between C. Lucas and J. Varley (BCI-EX-
(S)-00053947 [Dep. Ex. 353A])

124 9/25/08 (11:59 am) email between M. Shapiro and J. House (BCI-EX-
(S)-00002402)

125 9/25/08 (3:58 pm) email between G. Romain and J. Westwood, et al.
(BCI-EX-(S)-00052834 – 835)

126 9/28/08 (12:54 pm) email between R. Azerad and J. Hraska, et al., with
attachment (BCI-EX(S)-00014389 – 393 [excerpt of Dep. Ex. 146B])

127 9/30/08 (6:09 pm) email between M. Forrest and A. Blackwell, et al.,
with attachment (BCI-EX-(S)-00017385 [Dep. Ex. 155B])

128 10/11/08 letter to Barclays from JPMorgan (BCI-CG00059720 – 726)

129 11/23/08 (10:30 pm) email between J. Hughes and S. Cutler (BCI-CG
00060950 – 953)

130 12/31/08 Barclays PLC Results Announcement, Figures 2008. (Dep.

Ex. 22)

131 7/31/09 letter from Boies, Schiller & Flexner LLP to Jones Day
enclosing spreadsheets and the Notice of Termination (BCI-EX-
00082629 – 00109165 [Dep. Ex. 206])

-3-
 UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re LEHMAN BROTHERS HOLDINGS INC., et al.,

Debtors Case No. 08-13555

APPENDIX INDEX VOLUME IV

App. Description
Tab
No.

132 Barclays’ spreadsheets (BCI-EX-00099519 – 99521 [Dep. Ex. 86B])

133 Barclays’ spreadsheet (BCI-EX-00108700 [Dep. Ex. 87B])

134 Barclays’ spreadsheet (BCI-EX-0009154 – 161 [Dep. Ex. 88B])

135 Barclays’ spreadsheets (BCI-EX-00115843 – 846 [Dep. Ex. 377A])

136 7/16/09 letter from Boies, Schiller & Flexner LLP to Jones Day
enclosing schedule (BCI-EX-00077272 – 286)

137 Barclays’ spreadsheet regarding compensation (BCI-EX-00115843

[Dep. Ex. 281B])

138 Letter to Ian Lowitt (BCI-EX-0007735 – 337 [Dep. Ex. 216])

139 Email between C. Corcoran and A. Collerton, with attachment (Dep. Ex.
101.)

140 Letter to Eric Felder (BCI-EX 00077305 – 307 [Dep. Ex. 13])

141 Letter to Paolo Tonucci (BCI-EX 00077360 – 00077362 [Dep. Ex.

138A])

142 Letter to Gerald Donini (BCI-EX-00077302 – 304)

143 Letter to Steven Berkenfeld (BCI-EX-00077288 – 290 [Dep. Ex. 17])

144 Letter to Martin Kelly (BCI-EX-00077326 – 327 [Dep. Ex. 194])

145 Letter to Mark Shapiro (BCI-EX-00077347 – 349 [Dep. Ex. 55A])

146 Letter to Hugh (“Skip”) McGee (BCI-EX-00077338 – 340 [Dep. Ex.

103])

147 Letter to Martin Kelly (BCI-EX-00077323 – 325 [Dep. Ex. 193])

-4-
A. 97
A. 99
A. 100
A. 101
A. 102
A. 103
A. 104
A. 105
A. 106
A. 107
A. 108
A. 109
A. 110
A. 111
A. 112
A. 113
A. 114
A. 115
A. 116
A. 117
A. 118
A. 119
A. 120
A. 121
 Filed Under Seal
Pursuant To
Protective Order
A. 122
 Filed Under Seal
Pursuant To
Protective Order
A. 123
A. 124
 From: Shapiro, Mark 1.
Sent: Thu, 25 Sep 2008 14:59:08 GMT
To: House Joseph
Subject: Status

Joe, iller the tumultuous week here at Lehman (now Barclays Capital), I
ltave finally come up for air and wanted to let you know that I was
thrust into having to lead the bankruptcy filing and sale to Barclays.
which I will tell you about sometime over drinks or dinner, and luckily
we were able to save most jobs in the US. Thngs should pretty much
continue on for me as I expect to be the Head of the Restructuring and
Finance efforts at Barclays once the dust all settles.

Give me a call \vhen you have a chance. I understand the confi was
signed up relating to DeltaINW A and that information should be
forthcoming. Regards, Mark

HIGHLY CONFIDENTIAL BCI-EX-(S )-00002402

A. 125
A. 126
A. 127
A. 128
 FOR
FOR SETTLEMENT
SETTLEMENT DISCUSSION
DISCUSSION PURPOSES
PURPOSES ONLY
ONLY
WITHOUT PREJUDICE
WITHOUT PREJUDICE

October
October 11, 2008
11,2008

John Varley,
John Varley, Group
Group CEO
CEO
Barclays Bank
Barclays Bank PLC
PLC
One Churchill Place
One Churchill Place -- Level
Level 31
31
London
London E145HP
E145HP
England
England

Dear John:
Dear John:

I thought
thought it would
would be be useful
useful toto communicate
communicate directly
directly about
about thethe dispute
dispute
between
between our firms, in the
our firms, the hope
hope that
that we
we can
can have
have anan honest
honest andand forthright
forthright
discussion about
discussion about what
what we we might
might dodo to
to resolve
resolve ourour differences
differences -- and what II
and what
think we must do
think doininlight
light of
ofthe
the potential
potential impact
impact of of these
these matters
matters on on the
the
Lehman Brothers
Lehman Brothers Inc. Inc. (LBI)
(LBI) estate
estate and
andLBI'
LBI’s creditors. II know
s creditors. know you you are
are
focused
focused on the movement
movement of $7 $7 billion
billion of
of cash
cash out
out ofof aa cash
cash collateral
collateral
account into
account into an
an LBI
LBI clearance
clearance account
account onon Friday,
Friday, September
September 19. 19. What
What I dodo
not know is whether you are aware of(l)
not know is whether you are aware of (1) the context (at least from our
context (at least from our
perspective) in
perspective) in which
which tllat
that occurred,
occurred, andand (2)
(2) the
the interests
interests that
that LBI,
LBI, its
its
creditors,
creditors, the SIPA
SIPA Trustee
Trustee and the Bankruptcy
Bankruptcy Court may have have in these
these
events and in
events and in a thorough
thorough reconciliation
reconciliation andand accounting
accounting of of the
the relevant
relevant cash
cash
and securities
securities movements.
movements.

Background
Background

After the
After the Lehman
Lehman Brothers
Brothers holding
holding company
company filedfiled its
its bankruptcy
bankruptcypetition
petitionon on
September 15,
September 15, JPMorgan
JPMorgan continued
continued to to act
act as
as the
the clearing
clearingbank
bankfor
forLBI
LBI-- i.e.,
i.e.,
as the
the firm's
firm’s agent-
agent- inin order
order to
to facilitate
facilitate an orderly
orderly wind-down
wind-downofofthe thefirm
firm
and the subsequent
subsequent sale
sale of LBI assets Barclays Capital. We did so at the
ofLBI assets to Barclays Capital. We did so at the
request
request of both
both the Federal Reserve Bank
Federal Reserve Bank of of New
New YorkYork and
and Barclays
Barclays Capital
Capital
itself. Even
itself. Even though
though we knewknew that
that aa bankruptcy
bankruptcyofofLBI LBIwaswasimminent,
imminent,wewe
advanced
advanced tenstens of billions
billions of dollars
dollars to LBI to protect
protect the markets
markets against
against the

CONFIDENTIAL
CONFIDENTIAL BCl-CG00059720
BCI-CG00059720
 John Varley,
John Group CEO
Varley, Group CEO
October
October 11, 2008
11,2008
2 of 7
Page 20f7

impact
impact of a disorderly
disorderly collapse
collapse of
of LBI
LBI and
and to
to permit
permit the
the firm
firm to
to remain
remain inin
business
business pending the asset
pending the asset sale.
sale. We
We had
had no
no legal
legal obligation
obligation to
to do
do that,
that, but
believed was the
believed it was the right
right thing
thing to
to do.
do.

Throughout
Throughout thisthis period,
period, Barclays
Barclays Capital
Capital assured
assured JPMorgan
JPMorgan thatthat itit was
was going
going
to fully
to fully repay
repay JPMorgan's
JPMorgan’s advances
advances by bypurchasing
purchasingororrefinancing
refinancingthe theentire
entire
LBI
LBI securities portfolio that
securities portfolio that we
we were
were financing
financingasasLBI's
LBI’sagent
agentclearing
clearingbank.
bank.
We have
We have contemporaneous
contemporaneous notesnotes of some
some of the conversations
conversations between
between our
respective personnel confirming
respective personnel confirming that
that Barclays
Barclays Capital
Capital would
would bebe succeeding
succeeding
to all
to all of
of the
the assets
assetsthat
thatwe
wewere
werefinancing.
financing.Consistent
Consistentwithwiththat
that
confirmation, on
confirmation, on Tuesday,
Tuesday, September
September 16, 16, Lehman
Lehman Brothers
Brothers filed
filed with
withthe
the
Bankruptcy Court
Bankruptcy Court a motion
motion toto authorize
authorize an
an Asset
Asset Purchase
Purchase Agreement
Agreementwith with
Barclays Capital
Barclays Capital contemplating,
contemplating, among
among other
other things,
things, aa purchase
purchase bybyBarclays
Barclays
Capital
Capital ofof $70
$70 billion
billion in
in securities
securities and
andthe
theassumption
assumptionofof$69 $69billion
billioninin
related
related debt.

During the
During the course
course of
of that
that week,
week, aa significant
significant amount
amount of
of the
theborrowing
borrowingLBI
LBI
had been
had been doing
doing from
from the Fed
Fed was assumed
assumed by Barclays
Barclays Capital.
Capital.
Mon,
MOD, Sept
Sept 15
15 Tues,
Tues, Sept
Sept 16
16 Wed, Sept
Wed, Sept 17
Fed
Fed Barclays
Barc1ays Fed
Fed Barclays
Barc1ays Fed
Fed Barclays
Barc1ays
FRB S~:uriti~s
Securities
Freddie Mac
Freddie Mac &&Fannie
FamueMae
MacMaS
MBS 12,211
12,211 9,209 2,613 10,477
Freddie Mac
Freddie Mac && Faroie
FarmieMae
MacREMiCs
REMICs 3,603
3,603 2,835 94
94 2,754
GirlieMaeI~MaS
Ginnie MB8Pools
Pool~ 204 1,147
1,147 1 353
Ginnie Mae REMIC. 553
553 500 22 50j
50i
Government Agency
US Oo~emme~
US Agency Securities
Securities 3,%5
3,965 5,948
5,948 209 1],437
11,437
USTreasuries
US Tre~e~ ~d and Strips
Strips 1465 - 5760
5760
-- ~ 6 ~7
--
mb~otal
sablotal 22.000 25,399 2,919 32,_
32,48~

DTC Securities
DTC Securities
Asset Back Securities
Securities 5,011
5,011 4,377
4,377 212
212 4,326 203
203
Conunercial
Conunercial Paper
Paper 4,366
4,366 5,228
5,228 5,228
5,228
Corporate
Corporate Bonds
Bonds 9.376 7,329
7,329 1,955 7,570
7,570 2,090
Municipal
Mwlicipal B~ads
Bonds 3.350
3.350 451
451 3,112 144
144 3,320
Other
Other 772
772 9O
90 587
587 68
68 45
45
Privat~ Label
Private Label C’lvlO
CMO 4,264
4,264 4,532
4,532 3~
3' 1,679
1,679 2,815
2,815

DTC Equities
DTC Equities 33281
2~1 2,100
2100 22886
886 2 I00
2,100 ~ 4 445 22.887
887
subtotal
subtotal 30~419
30,419 2,100 24,894
24,894 8,003
8,003 18,231
18,231 16,590
16,590

Cash 13,500
13,500 -
Total
Total 6:~919
65,919 2,100 50,294
~0,294 10,922 50,640 16,$90
16,590

Indeed, much of
Indeed, much of the
the collateral
collateral financed
financedbybyBarclays
BarclaysCapital
CapitalononWednesday
Wednesday
night was
night was the
the very
very collateral
collateralfinanced
financedbybythe
theFed
FedononMonday
Mondayand andTuesday
Tuesday
nights.
nights, (For
(For aa very
very significant amountofofthat
significant amount thatcollateral,
collateral,thethemovement
movementof of
which
which between
between the Fed collateral
collateral pool and the
pool and the Barclays
Barclays Capital
Capital collateral
collateral
pool
pool was undoubtedly
undoubtedly deliberate,
deliberate, Barclays Capital assigned
Barclays Capital assigned a loan
loan value
value
greater than
greater than the
the amount
amountthatthathad
hadbeen
beenassigned
assignedbybythetheFed.)
Fed.)

CONFIDENTIAL
CONFIDENTIAL BCI-CG00059721
BCI-CG00059721
 John Varley,
John Varley, Group
Group CEO
CEO
October 11,
October 11, 2008
Page 3 of
of77

On Thursday
Thursday morning,
morning, September
September 18, JPMorgan
JPMorgan "unwound"
"unwound" these
these facilities
facilities
by advancing cash to
advancing cash to repay
repay the
the Fed
Fed and Barclays Capital.
and Barclays Capital. Again,
Again, we
we did
did soso
with
with the clear expectation
the clear expectation that
that Barclays
Barclays Capital
Capitalwould
wouldeither
eitherpurchase
purchaseoror
finance all
finance all of
of the
the securities
securitiesininthese
thesefacilities
facilitiesand
andthat
thatJPMorgan's
JPMorgan’sintra-day
intra-day
funding would be
funding would be fully
fully repaid
repaid prior
prior to
to the
the commencement
commencement ofLBI's
of LBI’s SIPA
SIPA
proceeding.
proceeding.

During the
During the day
day on on Thursday,
Thursday, youyou commenced
commenced what what wewe thought
thought was
was the
the
assumption
assumption of of the
the entire
entire portfolio.
portfolio. You
You sent
sent $5 billion
billion in
in cash
cash and
andwe
we
released our
released our lien
lien on
on securities
securitiesvalued
valuedatat$5$5billion.
billion.InInthe
theearly
earlyevening,
evening,Bob Bob
Diamond
Diamond spoke Heidi Miller
spoke to Heidi Miller and
and several other of
several other of our
our senior
senior executives
executives
and asked
and asked that
that wewe release
release our
our lien
lien on
on additional
additional securities
securities so
sothat
thatBarclays
Barclays
Capital would
Capital would receive
receive anan aggregate
aggregateof$49.7
of $49.7billion
billionininsecurities
securitiesininexchange
exchange
for aggregate
for payments of
aggregate payments of $45
$45 billion
billion inin cash.
cash. (The
(The Fed has apprised that
apprised us that
the loan amount
the loan amount on on the
the Fed
Fed collateral
collateral pool
pool was
was $46.1
$46.1 billion
billion and
and we
we and
andthe
the
Fed
Fed agree that the
agree that the loan
loan amount
amount on on $49.7
$49.7billion
billionofofthe
thecollateral
collateralwas
was$45.2
$45.2
billion.
billion. Accordingly,
Accordingly, we have have difficulty understandingany
difficulty understanding anyclaim
claimthat
thatyou
you
were to
were to receive
receive the the entire
entire Fed
Fed collateral
collateralpoolpoolininexchange
exchangefor for$45
$45billion
billioninin
cash.) As you can appreciate, there would have been absolutely reason
cash.) As you can appreciate, there would have been absolutely no reason
for us
us to
to give
give upup our
our margin
margin -- and lien position
and lien position -- on the
the securities
securities financed
financed
by the Fed on Wednesday
Wednesday night had there been any any chance
chance that we would
would
have been
have been left
left (post-bankruptcy)
(post-bankruptcy) unpaidunpaid on on the
the securities
securitiesthat
thatBarclays
Barclays
Capital
Capital financed
financed on on \Vednesday
Wednesday night.
night. We\Ve understood
understood that you were going
you were going
to repay
repay allall of
of our
our intra-day
intra-day funding
fundingand andrelied
reliedononthat
thatunderstanding
understandinginin
relinquishing
relinquishing our our margin.
margin.
Chaos reigned
Chaos reigned throughout
throughout Thursday
Thursday evening.
evening. YouYou sent in another
another $40
$40
billion in cash.
billion cash. Billions
Billions of
of dollars
dollars of securities were sent
securities were sent out
outand
andmany
manywerewere
"DK’d"
"DK'd" or otherwise
otherwise sent back.
back. By
By about
about 11
11o’clock,
o'clock, when
when DTC
DTC shut down,
down,
you had
you had apparently received aa net
apparently received net total
totalofofapproximately
approximately$42.7$42.7billion
billionofof
securities. All
securities. All of
of the
the confusion
confusion was
was heightened
heightened by the absence
absence ofof any
any
definitive list
definitive list of
of securities
securities that
thatyou
youwere
werepurchasing
purchasing- -ananabsence
absencethat
thatwe
we
believe further
believe further supports
supports the
the notion
notion that
that you
you were
were taking
taking all
all of the securities
securities
collateralizing
collateralizing ourour intraday
intraday advances.
advances.

The securities
securities you
you received
received were
were not
not limited
limited to
to the
the collateral
collateral that
that had
had been
been
financed by
financed by the
the Fed
Fed on Wednesday
Wednesday night.
night. You
You took
took a substantial amount of
substantial amount of
securities that had
securities that had been
been part
part of
of your
your own
own "Barclays
"Barclays Capital
Capitaltri-party
N-party
financing"
financing" on that Wednesday night, as
Wednesday night, as well
well as
as securities
securities from
fromother
other
JPMorgan financings.
JPMorgan financings.

CONFIDENTIAL
CONFIDENTIAL BCl-CG00059722 BCI-CG00059722:
 John
John Varley,
Varley, Group
Group CEO
October
October 11, 2008
2008
Page 4 of7
of 7

Activity onThursday
Activity on ThursdaySeptember
September 18, 2008
Fed
FedPro.rams
Programs BarciaV' Tri-Partv
Barcla.vs Tri-Par~ Other
Other Total
Received Delivered
Received Delivered Received
Received Delivered
Delivered Received
Received Delivered
Delivered
Back
Back Out Back
Back Out Back
Back Out Reeeived
Received Back
Back Delivered O~l
Delivered Out
US Treasuries
US Treasuries 549 - 4,565
4,565 - 5,114
Agency Securities
Agency
-- ~ 23 431 -- -- 18
18 I8
18 23.431
23 431
subotal Fed-wire
subotal Fed-wire eligihle
eligible 23,980 lg
18 4,565
4,565 18
18 28,545

ABS
ABS 1,094 2,378
Z378 7 312
312 1,101
1,101 2,691
2,691
CMO
CMO 91
91 701
701 4 1,463
1,463 2 73
73 98 2,237
2,237
Commercial Paper
Paper 53
53 - 53
53
Corporate 696
696 3,055
3,055 583
583 1,677
1,677 348
348 29
29 1,626
1,626 4,761
4,761
Equities
Equities 1,015
1,015 4,993
4,993 430
430 1,858
1.858 1,020
1,020 1,821
1,821 2,465
2,465 8,672
8,672
Muni 69
69 644
644 1,430
1,430 210 33 854
854 1,502
1,502
Other 131 132
132 95
95 185
] 85 103
]03 448
448
subtotal DTC
subtotal DTe
7
2,904
2,904
131
11,328
11,328
--1,661
1,661 6,613
6,613 237 1,444 6~48
6,248 20~64
20,364

ITotal
Total 2,904
2,904 35,382
35,382 1,661
1,661 6,613 237 1,451
1,451 6,266
6~66 48,910
48,910

(Subsequently,
(Subsequently, wewe have
have learned that you
learned that you may
may have
have also
also received
received from
fromLBI
LBI
securities that were
securities that were not financed by J-PMorgan at all on Wednesday.)
financed by JPMorgan at all on Wednesday.)

After DTC
After DTC closed,
closed, in order
order to facilitate
facilitate the completion
completion of the transactions
transactions
necessary
necessary to transfer
transfer the entire portfolio of
entire portfolio of securities
securities over
over to
to Barclays
Barclays
Capital, we
Capital, we agreed
agreed (at LBI’s
LBI's request)
request) to advance
advance LBI
LBI the cash necessary
necessary for
LBI
LBI to pledge
pledge $7 billion
billion to 13arclays Capital to protect it against overnight
Barclays Capital to protect it against overnight
exposure pending such
exposure pending such completion.
completion. Again,
Again, we understood
understood that
that we would
would be
be
fully repaid on
fully repaid on the
the advances
advances made
made onon Thursday
Thursday morning
morning andand the
thetransfers
transfersofof
cash
cash and
and securities
securities would
would be completed
completed prior
prior to the commencement
commencement of LBI’s
ofLBI's
SIPA proceeding,
SIPA proceeding, scheduled
scheduled for Friday
Friday afternoon,
afternoon, September
September 19.19.

Still later
Still later on
on Thursday
Thursday night,night, and
and into
into the
the early
earlyhours
hoursofofFriday
Fridaymorning,
morning,
LBI personnel
LBI personnel told us
us that LBI needed financing
needed financing from us because
because you were were
not purchasing
purchasing or financing
financing the the securities
securities that
that had
had been
been part
part of
of the
theBarclays
Barclays
Capital
Capitaltn-party
tri-party financing.
financing. When Whenwe we
toldtold
LBILBI
thatthat
thisthis
waswas contrary
contrary to our
to our
understanding, and instructed
understanding, instructed them
them to speak
speak with your personnel,
with your personnel, theythey came
came
back on
back on the
the line
line and
and said that you
said that you would
would take
take care
care of
of the
thetn-party
tri-partylater
lateron
on
that Friday
that Friday morning.
morning. That That did not happen. On
not happen. On Friday,
Friday, your personnel told
your personnel told
ours that they
ours that they had "forgotten"
"forgotten" aboutabout the
the tri-party
tri-party and were "confused,"
"confused," and and
simply wanted the
simply wanted the $7$7 billion
billion back.
back. At thatthat point,
point, understanding
understandingthat thatyou
youhadhad
no intention
intention of living
living by the the assurances
assurances thatthat you
you had
had given
givenus us-- or
or of
of even
even
completing
completing the the "take-out"
"take-out" of of the
the "Fed
"Fed collateral"
collateral"-- we
we credited
credited the
the$7 $7billion
billion
back
back to the LBI clearing
clearing account,
account, from which which we had advanced
advanced the the funds
funds in
the first
first place.
place.

CONFIDENTIAL
CONFIDENTIAL BCl-CG00059723
BCI-CG00059723
 John
John Varley, Group CEO
Varley, Group CEO
October
October 11, 2008
11,2008
Page 5 of
of77

On Friday
On Friday night,
night, for
for the
the first
first time
time asas far
far as
as we
we know,
know, thethe Bankruptcy
Bankruptcy Court
Court
was apprised
was apprised of
of aa different
different "deal"
"deal" between Barclays Capital
between Barclays Capital and
and Lehman
Lehman
Brothers -- and that
Brothers that Barclays
Barclays Capital
Capital waswas no
no longer
longerpurchasing
purchasing$70 $70billion
billioninin
assets and assuming
assets and assuming $69 $69 billion
billion in
in related
relateddebt.
debt. But
But the
the Court
Court was
wasnotnot
apprised
apprised of the purchase
purchase that Barclays
Barclays Capital
Capital now says
says it agreed
agreed to make.
make.
Instead
Instead of the
the Court
Court being
being told
told that
that Barclays
Barclays Capital
Capital was
was purchasing
purchasing
approximately $49.7 billion
approximately $49.7 billion in
in securities
securitiesfor for$45
$45billion
billioninincash,
cash,the
theCourt
Court
was told that
was told that Barclays
Barclays Capital
Capital waswas purchasing
purchasing$47.4
$47.4billion
billionininsecurities
securitiesfor
for
$45.5 billion
$45.5 billion in
in cash.
cash. In addition,
addition, the Court was told
Court was told that
that the
thereason
reasonforforthe
the
change was
change was aa deterioration
deterioration in in market
marketprices,
prices,ananexplanation
explanationthat thatwe
wenownow
know to be incorrect.
know incorrect.

Proposal
Proposal

I know
know that many mistakes
that many mistakes were
were made
made during
during the
the course
course of
of the
the week
weekleading
leading
up to
up to the
the LBI
LBI bankruptcy
bankruptcyfiling
filing- - including
includingbybyBarclays
BarclaysCapital.
Capital.(You
(Youhave
have
pointed out
pointed out aa number
number of of mistakes
mistakes that
thatyou
youbelieve
believewe wemade.)
made.)While
Whileofof
course
course wewe can
can litigate
litigate about
about these
these mistakes
mistakes (in
(in which
which case
casewewe are
are confident
confident
in our position that
our position that Barclays
Barclays Capital
Capital released
released its
its claims
claimswith
withrespect
respecttotothe
the
$7 billion
$7 billion pursuant
pursuant toto the
the mutual
mutualrelease
releasecontained
containedininthetheServices
Servicesandand
Settlement Agreement
Settlement Agreement signed
signed on
on September
September 22),
22),andandsee
seeourselves
ourselvestied
tiedup
upinin
court proceedings
court proceedings overover the
the next
next several years, I do think
several years, think there
there is a more
more
sensible course:
sensible course:

Subject to
1. Subject to SIPA Trustee
Trustee and Bankruptcy
Bankruptcy Court Court approval,
approval, we we dodo think
think
you should get
you should get from
from LBILBIthethe"Fed
"Fedcollateral"
collateral"still
stillremaining
remainingat atLBI LB!- -
to which the Fed
which the Fed ascribed
ascribed a market
market value
value of
of approximately
approximately $6 $6billion
billion
on that
on that Wednesday
Wednesday night/Thursday
night/Thursday morning.
morning. (We (We assume
assume forfor these
these
purposes -- but certainly
purposes certainly a different
different view
viewwould
wouldbe bereasonable
reasonable- -that that
you had
you had contemplated
contemplated the the purchase
purchase of of $49.7
$49.7billion
billionininsecurities
securitiesfor for
$45 billion in
$45 billion in cash
cash rather
rather than
than(1)
(1)thethepurchase
purchaseofof$47.4$47.4billion
billioninin
securities for
securities for $45.5
$45.5 billion
billion in cash,
cash, asas described
described to to the
the Bankruptcy
Bankruptcy
Court, or
Court, or (2)
(2) the
the purchase
purchase of $49.7
$49.7 billion
billion inin securities
securities for for $45.2
$45.2
billion
billion in cash, the loan
cash, the loan amount assigned totothe
amount assigned thesecurities
securitiesby bythetheFed Fed
and JPMorgan.)
and JPMorgan.) We We understand
understand that
that the
the Fed,
Fed, you
you andand wewe agree
agree that,
that,
even you had
even if you had only
only contemplated "take-out" of the
contemplated a "take-out" the Fed
Fed on that
that
Thursday night, this
Thursday night, this is
is collateral
collateral you
you would
wouldhavehavereceived
receivedand andthatthatthethe
Fed (and
Fed (and LBI)
LBI) did
did indeed
indeed value
valueititatatapproximately
approximately$6$6billion. billion.IfIfthethe
collateral had aa market
collateral had market value
value of
ofless
lessthan
than$6$6billion
billionthatthatnight,
night,you you
nevertheless would have
nevertheless would have been
beenobliged
obligedtototaketakeit.it.You
Youare arenot
notentitled
entitled

CONFIDENTIAL
CONFIDENTIAL BCI-CGO0059724
BCI-CG00059724
 John
John Varley,
Varley, Group
Group CEO
October
October 11,
11, 2008
2008
Page 66 of
of77

to a windfall-
windfall - toto the
the detriment
detriment ofLBI
of LBI (or
(orJPMorgan)
JPMorgan)- -simply
simply
because
because thethe securities
securities may
may have
have been
been worth
worthless.
less. Neither
Neither the
the SIPA
SIPA
Trustee, the
Trustee, the Bankruptcy
Bankruptcy Court
Court nor LBI’s
LBI's creditors
creditors would
would accept
accept such
such
result. If the value of the securities has diminished during the time
a result. If the value of the securities has diminished during the time
this dispute,
of this dispute, wewe are
are prepared
prepared to discuss
discuss that with you.
you. But
But to
tobe
be
clear, in our
clear, in our view,
view, any
any differences
differences between
betweenthethemarket
marketvalue
valueofofthe
the
securities on
securities on September
September 18 18 and
and the
the value
value that
that was
was being
beingused
usedfor
fortheir
their
financing
financing on September
September 18 18 should
should be
be for
for Barclays
Barclays Capital’s
Capital's account.
account.

Also subject
2. Also subject to the approval
approval of the SIPA Trustee
Trustee and the Bankruptcy
Bankruptcy
Court, the "completion" of the transaction you have said
Court, the "completion" of the transaction you have said you
contemplated
contemplated on on Thursday
Thursday evening
evening may
may entitle
entitle you
you toto approximately
approximately
$1 billion
billion of
of additional
additional"Fed
"Fedcollateral"
collateral"from
fromLBI.
LBI.(Again,
(Again,we weare
are
assuming for
assuming for these
these purposes
purposes that
that you
you were
were purchasing
purchasingaa$49.7
$49.7billion
billion
pool
pool of securities
securities for
for $45 billion in
$45 billion in cash
cash and
and not
not either
either (1)
(1) aa $47.4
$47.4
billion
billion pool
pool of securities for $45.5
securities for billion in
$45.5 billion in cash,
cash, or
or (2)
(2) aa $49.7
$49.7
billion pool
billion pool of
of securities
securities for
for $45.2
$45.2billion
billioninincash.)
cash.) Because
Becausethat that
collateral has already
collateral has already been
been liquidated,
liquidated, wewe would
would suggest
suggestthatthataacash
cash
payment
payment be substituted.
substituted.

In connection
3.o In connection with
with items
items 1 andand 2, and inasmuch
inasmuch as you you ended
ended upup
taking securities
taking securities that
that had
had not
notbeen
beenpart partofofthe
the"Fed
"Fedcollateral"
collateral"- -again,
again,
some were part of the "Barclays Capital tri-party collateral" and still
some were part of the "Barclays Capital tri-party collateral" and still
others were not
others were not financed
financed by byJPMorgan
JPMorganatatall all- - we
webelieve
believethatthataafull
full
accounting
accounting should
should be be done.
done. ItIt isis altogether
altogether possible
possible that the LBI
that the LBI
estate and
estate and its creditors
creditors gavegave you
you moremore or less
less value
value thanthan you
you were
were
entitled to
entitled to receive.
receive. Moreover,
Moreover, the the Bankruptcy
Bankruptcy Court Court waswas told
told that
that
Barclays Capital
Barclays Capital waswas toto receive
receive $47.4
$47.4billion
billion(not (not$49.7
$49.7billion)
billion)inin
securities and to pay $45.5 billion (not $45 or $45.2 billion)inincash.
securities and to pay $45.5 billion (not $45 or $45.2 billion) cash.
We are both duty-bound
duty-bound to ensureensure that LBI received the
LBI received the value
value itit was
was
supposed to
supposed to receive
receive in in exchange
exchange for for your
your $45
$45billion.
billion. WeWe have
have
offered several
offered several times
times toto do
do this
this accounting
accounting withwith you you (and,
(and, as
as
appropriate, the Fed),
appropriate, Fed), and
and it is entirely possible that
entirely possible that the
the SIPA
SIPA Trustee
Trustee
and the Bankruptcy
and the Bankruptcy Court would want
Court would want such
such an accounting,
accounting, but but your
your
personnel
personnel have declined, citing
have declined, citing thethe amount
amount of oftime
timeand andeffort
effortititwould
would
take. We should do this accounting and should
take. We should do this accounting and should do it now. We would
now. We would
be willing
willing to discuss
discuss the concept
concept of an escrow
escrow whilewhile such
such
reconciliation
reconciliation was was taking
taking place.
place.

CONFIDENTIAL
CONFIDENTIAL BCl-CG00059725
BCI-CG00059725
 John
John Varley, Group CEO
Varley, Group
October 11, 2008
October
Page 7 of7
of 7

4.o We are prepared

prepared to submit
submit to arbitration
arbitration or mediation
mediation toto resolve
resolve any
any
remaining differencesbetween
remaining differences betweenusus- -including
including(l)(1)whether
whetherthethe
provision
provision of securities
securities and
and cash
cash contemplated
contemplated by by items
items 11and
and 22 above
above
is a fair proxy
proxy for the "completion"
"completion" of the transaction
transaction that
that you
you say you
say you
agreed to
agreed to complete,
complete, and (2) our
and (2) our claim
claim that
that you
you were
were obliged
obliged to
to take
takeall
all
of the
of the securities
securities that
that were
were part
part of
of the
theBarclays
Barclaystri-party
N-party collateral.
collateral.
Again,
Again, we think
think the LBI estate
estate (and the SIPA
(and the Trustee and
SIPA Trustee and Bankruptcy
Bankruptcy
Court) may
Court) may have
have aa keen
keen interest
interest inin these
thesematters
mattersasaswell.
well.

the September
5. In the September 22, Settlement and Services
Settlement and Services Agreement,
Agreement, you
you agreed
agreed
that you
that you would
would drop
drop your
your lawsuit concerning the
lawsuit concerning the Bear
Bear Stearns
Stearns hedge
hedge
funds.
funds. That
That agreement
agreement should
should remain
remain part
part of any
any resolution
resolution we
we reach.
reach.

John,
John, we are prepared
prepared to to sit
sit down
down and
and discuss
discuss these
these issues
issues this
thisweekend.
weekend.
If we
we have
have to litigate them,
litigate them, so be
be it, but it would be a shame if we
but it would be a shame if we did didnot
not
expend every
expend every effort now now to to avoid
avoid such
such anan outcome
outcome and
and cooperate
cooperate to
to
fashion aa result
fashion result that
that isis fair
fairtotoall
allparties.
parties.Please
Pleaselet
letme
meknow
knowwhenwhenyou
you
can meet.
can meet.

Sincerely,
Sincerely,

Jamie Dimon
Jamie Dimon

Cc: Robert
Robert Diamond,
Diamond, President
President
Bill Winters
Bill Winters

CONFIDENTIAL
CONFIDENTIAL BCI-CG00059726
BCI-CG00059726
A. 129
 REDACTED
REDACTED

From: Hughes,
From: Hughes,Jonathan:
Jonathan:Legal
Legal(NYK)
(NYK)
November 2008
Sent: 23 November 22:30
200822:30
To: 'stephen.m.cutler@jpmorgan.com'
’stephen.m.cutler@j pmorgan.com’
Subject: Fw:
Subject: Fw: JPMlTrusteelBarclays
JPM/Trustee/Barclays Settlement
SettlementAgreement
Agreement
Stephen,
Stephen,
This looks
This looksasasthough
thoughit itwas
wasactively
actively prejudicial
prejudicial to our
to our interests.
interests. Hal'sHal’s
explanation
explanation isisinsufficient.
insufficient.
Jonathan.
Jonathan.

..... Original
----- Message-----
Original Message .....
From: LindseeGRANFIELD
From: Lindsee GRANFIELD<lgranfield@cgsh.com>
<lgranfield@cgsh.com>
To: mhuang
To: mhuang<mhuang@BSFLLP.com>;
<mhuang@BSFLLP.com>; Jonathan
Jonathan Schiller
Schiller
<JSchiller@BSFLLP.com>; Hughes, Jonathan: Legal
<JSchiller@BSFLLP.com>; Hughes, Jonathan: Legal (NYK); (NYK); Robert DAVIS
Robert DAVIS
<rdavis@cgsh.com>
<rdavis@cgsh.com>
Sent: Fri
Fri Nov
Nov 2121 20:26:07
20:26:072008
2008
Subject: Fw: JPMlTrusteelBarclays
Subject: Fw: JPlVUTrustee/Barclays Settlement
Settlement Agreement
Agreement

********************************

Contact Information
Contact Information

Lindsee P. Granfield
Lindsee P. Granfield
Cleary GottliebSteen
Cleary Gottlieb Steen&&Hamilton
Hamilton LLP
LLP
One LibertyPlaza
One Liberty Plaza
New York,
New York, New
New York
York 10006
10006
Tel:
Tel: 212-225-2738
212-225-2738
Fax:
Fax: 212-225-3999
212-225-3999
E-mail: lgranfield@cgsh.com
E-mail: Igranfield@cgsh.com

.....
----- Original Message-----
Original Message .....
From: HSNovikoff
From: HSNovikoff
Sent: 11/21/2008
Sent 08:19
11/21/2008 08: PMEST
19 PM EST
To: Lindsee
To: LindseeGRANFIELD
GRANFIELD

CONFIDENTIAL
CONFIDENTIAL BCI-CG00060950
BCI-CG00060950
 Cc: Robert DAVIS;HSNovikoff@WLRK.com
Robert DAVIS; HSNovikoff@WLRK.com
Subject: Re: JPM/Trustee/Barclays
Subject: Re: JPM/Trustee/Barclays Settlement
SettlementAgreement
Agreement

Also, just
just to be clear,
clear, none
none of
of the
the securities
securities set
set aside
asidewere
were
identified.

Hal
Harold S.
Harold S. Novikoff
Novikoff
Wachtell, Lipton,
Wachtell, Lipton, Rosen
Rosen&&Katz
Katz
hsnovikoff@wlrk.com
hsnovikoff@wlrk.com
Direct Dial: 212-403-1249
Direct 212-403-1249
Direct Fax: 212-403-2249
Direct Fax: 212-403-2249

..... Original
----- Message-----
Original Message .....
From:
From: Novikoff,
Novikoff,Harold
HaroldS.S.
To: Granfield,
To: Granfield,Lindsee
LindseeP.P.(Cleary Gottlieb
(Cleary Steen
Gottlieb & Hamilton
Steen LLP)LLP)
& Hamilton
Cc: Davis,
Davis, Robert
RobertP.P.(Cleary
(ClearyGottlieb
GottliebSteen
Steen
&& Hamilton
Hamilton LLP);
LLP); Novikoff,
Novikoff,
Harold
Harold S.
Sent: Fri Nov
Sent: Fri Nov 2120:07:002008
21 20:07:00 2008
Subject: RE:JPM/Trustee/Barclays
Subject: RE: JPNVTrustee/Barclays Settlement
Settlement Agreement
Agreement

JPMorgan
JPMorgan has has been
been seeking
seekinginformation
informationfrom fromLBHI
LBHIasastotothetheloans
loansand and
other assets
other assets underlying
underlyingsome somevery verylarge
largeABCP
ABCPand andABSABSpositions
positions in in
thethe
collateral pool
collateral pool for
for the
the clearance
clearance advances
advances(including
(includingthetheRACERS
RACERS
instruments). JPMorgan
instruments). JPMorgan has has been
been stymied
stymied ininbeing
beingable
abletotorealize
realizeonon
those position due to to this
this lack
lack of of information.
information. In order to to demonstrate
demonstrate
the importance
the importance to toLBHI
LBHIon onitsitsguarantee
guaranteeliability
liabilitythat
thatJPMorgan
JPMorgan bebein in
a a
position favorably realize
position to favorably realize onon those
those position,
position,wewemade
madeaahighly
highly
confidential presentation to
confidential presentation to Weil
Weil and and A&M
A&Mon onNovember
November66asastotothen then
current state
current state of
ofthe
thecollateral
collateralliquidations
liquidationsatatLBI.LBI.Unfortunately,
Unfortunately,thethe
fact that
that we
we have
have held
held aside
asideapprox
approx$6 $6billion
billioncollateral
collateralvalue
valueofof
securities from
securities from the
the liquidations
liquidations stuckstuckoutoutlike
likeaasore
sorethumb.
thumb.We We
disclosed that
disclosed that they
they were
werebeing
being heldheldforforaaproposed
proposedsettlement,
settlement,but butdid
did
give any of the
not give the terms
terms or or background
backgroundinformation.
information.

Hal
Hal
Harold S.Novikoff
Harold S. Novikoff
Wachtell, Lipton,Rosen
Wachtell, Lipton, Rosen&&Katz
Katz
hsnovikoff@wlrk, corn
hsnovikoff@wlrk.com
Direct Dial:
Direct Dial: 212-403-1249
212-403-1249
Direct Fax:
Direct Fax: 212-403-2249
212-403-2249

From: Lindsee
From: Lindsee GRANFIELD
GRANFIELD[mailto:lgranfield@cgsh.com]
[mailto:Igranfield@cgsh.com]
Sent: Friday,
Sent Friday, November
November 21,20087:50
21, 2008 7:50 PM
PM

CONFIDENTIAL
CONFIDENTIAL BCI-CG00060951
BCI-CG00060951
 To: Novikoff,
To: Novikoff,Harold
HaroldS.S.
Cc: Davis,Robert
Cc: Davis, RobertP.P.(Cleary
(ClearyGottlieb
Gottlieb & Hamilton
Steen
Steen & Hamilton
LLP)LLP)
Subject: RE: JPMJTrusteelBarc1ays Settlement Agreement
Subject: RE: JPM/Trustee/Barclays Settlement Agreement

Hal:

I have
havejust
justheard
heardsomething
something very
very disturbing.
disturbing. James
James Kobak,
Kobak, counsel
counsel for for
the Trustee,said
the Trustee, saidthat
thatat ata meeting
a meeting thatthat he was
he was having
having with with
representativesofLBID
representatives of LB!-II today,
today, thatthat
LBHILBHI brought
brought up up whether
whether therethere
was was
some settlementininthetheoffing
some settlement offing
withwith JPM JPMandand Barclays,
Barc1ays, sayingsaying that JPM
that JPM had had
told them of a settlement (Kobak said the Trustee did
told them of a settlement (Kobak said the Trustee did not reveal that a not reveal that a
settlement
settlement was wasininthetheoffing
offing before
before LHBILHBIaskedasked
the the question).
question). When When
did did
JPM tell LHBI
JPM tell LHBIofofa asettlement,
settlement, what
what waswas saidsaid
andand
whywhywas was
this this
done?done?
This could
This couldbebequite
quiteexplosive
explosive as as
to to Barclays
Barc1ays Capital.
Capital.

Lindsee
Lindsee

LindseeP.P.Granfield
Lindsee Granfield
Cleary Gottlieb
Cleary GottliebSteen
Steen&&Hamilton
Hamilton LLP
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