THE BEAR STEARNS COMPANIES INC.
CAPITAL ACCUMULATION PLAN FOR
SENIOR MANAGING DIRECTORS
(Amended and Restated November 29, 2000 for Plan Years beginning on or after July 1,1999, and Further
Amended as of March 31, 2004, February 8, 2006, February 28, 2006 and April 18, 2007)
Purpose and Restatement Date
The purpose of the Plan is to promote the interests of the Company and its stockholders by providing long-term
incentives for the benefit of certain key executives of the Company, Bear Stearns and any of the Company's
subsidiaries who contribute significantly to the long-term performance and growth of the Company. This
restatement of the Plan is adopted November 29, 2000, and provides for two versions of the Plan. This version
of the Plan applies with respect to Plan Years (as defined below) beginning on or after July 1, 1999; deferrals
made with respect to Plan Years beginning prior to that date remain subject to the terms of the Plan as in effect
on June 30, 1999. This version of the Plan for Plan Years beginning on or after July 1, 1999 and the version of
the Plan for Plan Years beginning prior to that date shall constitute a single Plan. All deferrals made with respect
to Plan Years beginning on or after July 1, 1999 are cancelled by action of the Board Committee as hereinafter
defined in adopting this version of the Plan, and the terms of the Plan, as set forth in this restatement and as may
subsequently be amended from time to time, shall apply with respect to such Plan Year.
2.1 Terms Defined. When used herein, the following terms shall have the following meanings:
"Account" means a Capital Accumulation Account, as the context may require.
"Adjusted Earnings Per Share" means, for any Fiscal Year, (a) the Company's consolidated net income or loss
for such Fiscal Year, less the amount of the Preferred Stock Dividend Requirement for such Fiscal Year, plus the
product of (a) the Earnings Adjustment multiplied by (b) the Average Co