THE BEAR STEARNS COMPANIES INC.
AMENDMENT TO CAPITAL ACCUMULATION PLAN
RESOLVED, that Section 6.6 of the Bear Stearns Companies Inc. Capital Accumulation Plan for Senior
Managing Directors as amended and restated as of July 1, 1993 (the "CAP Plan") be, and hereby is, amended
by adding the following sentence at the end hereof:
If shares of Common Stock are distributed pursuant to Sections 6.1, 6.2(a), 6.2(b) or the first sentence of 6.2(c)
(iii) to any Participant after the record date for any cash dividend occurring after the Termination Date with
respect to which such shares are distributed or, in the cases of Sections 6.2(a) or 6.2(b), after the end of the
Fiscal Year in which the death or Disability of a Participant occurs, then such Participant (or his estate or
Beneficiary) shall be entitled to receive from the Company an amount of cash equal to the cash dividends per
share payable to holders of record on such record date multiplied by the number of shares of Common Stock so
distributed to such Participant after such record date.
RESOLVED, that Section 5.11 of the CAP Plan be, and hereby is, amended in its entirety to read as follows:
5.11 Certification of the Board Committee. As a condition to the right of any Participant to receive any shares
payable in respect of CAP Units credited to such Participant's Capital Accumulation Account or cash in respect
of such Participant's Cash Account, in respect of fractional CAP Units credited to such Participant's Capital
Accumulation Account or payable pursuant to Section 6.6, prior to the time CAP Units or cash is credited to the
appropriate Accounts of such Participant or a Participant receives cash pursuant to Section 6.6, the Board
Committee shall be required to certify, by resolution of the Board Committee or other appropriate action, that the
amounts to which such Participant is entitled have been
accurately determined in accordance with the provisions of the Plan.