S-3ASR

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As filed with the Securities and Exchange Commission on August 16, 2006

Registration No. 333-[    •    ]

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE BEAR STEARNS COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	13-3286161 (I.R.S. Employer Identification No.)
383 Madison Avenue New York, New York 10179 (212) 272-2000 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)
Samuel L. Molinaro Jr. Executive Vice President and Chief Financial Officer The Bear Stearns Companies Inc. 383 Madison Avenue New York, New York 10179 (212) 272-2000 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Dennis J. Block, Esq. Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 (212) 504-6000

Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement as determined by market conditions.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ý

        If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Debt Securities(2)
	Warrants
	Preferred Stock
	Depositary Shares(3)
	Purchase Contracts
	Units (4)

(1)

An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all the registration fee, except for $5,000 that has already been paid and may be offset pursuant to Rule 457(p) for fees paid with respect to $51,000,000 aggregate initial offering price of securities that were previously registered pursuant to Registration Statement No. 333-121744, declared effective on February 2, 2005, and were not sold thereunder. Registration Statement No. 333-121744 is hereby withdrawn. In connection with the securities offered hereby, except as specified in the previous sentence, the Registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b).

(2)

In U.S. dollars or their equivalent in one or more foreign or composite currencies.

(3)

Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by the depositary shares. Depositary receipts evidencing the depositary shares will be issued pursuant to a deposit agreement.

(4)

Each unit will be issued under a unit agreement and will represent an interest in two or more securities of any identified class or a combination thereof which may or may not be separable from one another.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

PROSPECTUS

The Bear Stearns Companies Inc.

Debt Securities
Warrants
Preferred Stock
Depositary Shares
Purchase Contracts
Units

By this prospectus, we intend to offer at one or more times—

Debt Securities
Warrants
Preferred Stock
Depositary Shares
Purchase Contracts
Units

in one or more series with an indeterminate aggregate initial public offering price (as described in the applicable prospectus supplement).

We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplements carefully before you invest in the securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        We may use this prospectus in the initial sale of these securities. In addition, Bear, Stearns & Co. Inc. or any of our other affiliates may use this prospectus in a market-making transaction in any of these or similar securities after their initial sale. Unless we or our agent inform the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.

Bear, Stearns & Co. Inc.

Prospectus dated August 16, 2006.

The information contained in this prospectus is not complete and may be changed. You should only rely on the information incorporated by reference or provided in this prospectus or any supplement to this prospectus. We have not authorized anyone else to provide you with different information. These securities are not being offered in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate as of any date other than the date on the front of those documents.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION	1
THE BEAR STEARNS COMPANIES INC.	2
USE OF PROCEEDS	4
DESCRIPTION OF DEBT SECURITIES	4
DESCRIPTION OF WARRANTS	16
DESCRIPTION OF PREFERRED STOCK	21
DESCRIPTION OF DEPOSITARY SHARES	25
DESCRIPTION OF PURCHASE CONTRACTS	28
DESCRIPTION OF UNITS	31
BOOK-ENTRY PROCEDURES AND SETTLEMENT	33
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES AND BEARER WARRANTS	43
PLAN OF DISTRIBUTION	44
ERISA CONSIDERATIONS	48
LEGAL MATTERS	49
EXPERTS	49

Offers and sales of the securities are subject to restrictions in certain jurisdictions. The distribution of this prospectus and the offer or sale of the securities in certain jurisdictions may be restricted by law. Persons who come into possession of this prospectus or any securities must inform themselves about and observe any applicable restrictions on the distribution of this prospectus and the offer and sale of the securities.

We accept responsibility for the information contained in this prospectus. To the best of our knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in this prospectus is in accordance with the facts and does not omit anything likely to affect the import of the information.

You must read this prospectus as one along with all the documents which are deemed to be incorporated in this prospectus by reference (see "Where You Can Find More Information"). This prospectus must be read and construed on the basis that the incorporated documents are so incorporated and form part of this document, except as specified in this document.

We have not authorized any person to give any information or represent anything not contained in this prospectus. You must not rely on any unauthorized information.

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WHERE YOU CAN FIND MORE INFORMATION

        We file current, annual and quarterly reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC. You may read and copy any document we file at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. Our SEC filings are also available to the public from the SEC's Internet site at http://www.sec.gov. Copies of these reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

        Our website is http://www.bearstearns.com. We make available free of charge on our website, via a link to the SEC's internet site at http://www.sec.gov, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers and any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

        In addition, we currently make available on http://www.bearstearns.com our most recent annual report on Form 10-K, our quarterly reports on Form 10-Q for the current fiscal year and our most recent proxy statement, although in some cases these documents are not available on our website as soon as they are available on the SEC's internet site. You will need to have on your computer the Adobe Acrobat Reader software to view these documents, which are in the PDF format.

        We have filed with the SEC a registration statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the securities. This prospectus, which constitutes a part of that Registration Statement, does not include all the information contained in that Registration Statement and its exhibits. For further information with respect to the securities, you should consult the Registration Statement and its exhibits.

        Statements contained in this prospectus concerning the provisions of any documents are necessarily summaries of those documents, and each statement is qualified in its entirety by reference to the copy of the document filed with the SEC. The Registration Statement and any of its amendments, including exhibits filed as a part of the Registration Statement or an amendment to the Registration Statement, are available for inspection and copying through the entities listed above.

        The SEC allows us to "incorporate by reference" the information that we file with them, which means that we can disclose important information to you by referring you to the other information we have filed with the SEC. The information that we incorporate by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.

        The following documents filed by us with the SEC pursuant to Section 13 of the Exchange Act (File No. 1-8989) and any future filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act made before the termination of the offering are incorporated by reference:

        (1)   the Annual Report on Form 10-K as amended by Form 10-K/A (including the portions of the Company's Annual Report to Stockholders and Proxy Statement incorporated by reference therein) for the fiscal year ended November 30, 2005 filed with the SEC on February 13, 2006, as amended on Form 10-K/A filed with the SEC on February 22, 2006;

        (2)   the Quarterly Reports on Form 10-Q for the fiscal quarters ended February 28, 2006 and May 31, 2006; and

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        (3)   the Current Reports on Form 8-K dated December 9, 2005, December 15, 2005, December 27, 2005, January 20, 2006, January 25, 2006, March 16, 2006 (two separate reports), June 15, 2006 and June 21, 2006.

        We will provide to you without charge, a copy of any or all documents incorporated by reference into this prospectus except the exhibits to those documents (unless they are specifically incorporated by reference in those documents). You may request copies by writing or telephoning us at our Investor Relations Department, The Bear Stearns Companies Inc., 383 Madison Avenue, New York, New York 10179, Attn.: Investor Relations, telephone number (212) 272-2000.

THE BEAR STEARNS COMPANIES INC.

        We are a holding company that, through our broker-dealer and international bank subsidiaries, principally Bear, Stearns & Co. Inc. ("Bear Stearns"), Bear, Stearns Securities Corp. ("BSSC"), Bear, Stearns International Limited ("BSIL") and Bear Stearns Bank plc ("BSB"), is a leading investment banking, securities and derivatives trading, clearance and brokerage firm serving corporations, governments, institutional and individual investors worldwide. BSSC, a subsidiary of Bear Stearns, provides professional and correspondent clearing services, in addition to clearing and settling customer transactions and certain of our proprietary transactions. In addition to conducting a substantial portion of our operating activities through certain of our regulated subsidiaries (Bear Stearns, BSSC, BSIL and BSB), we also conduct significant activities through other wholly-owned subsidiaries including: Bear Stearns Global Lending Limited; Custodial Trust Company; Bear Stearns Financial Products Inc.; Bear Stearns Capital Markets Inc.; Bear Stearns Credit Products Inc.; Bear Stearns Forex Inc.; EMC Mortgage Corporation; Bear Stearns Commercial Mortgage Inc and through our majority owned subsidiary Bear Hunter Holdings LLC.

        Our business includes:

•

market-making and trading in U.S. government, government agency, corporate debt and equity, mortgage-related, asset-backed, municipal securities and high yield products;



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trading in options, futures, foreign currencies, interest rate swaps and other derivative products;



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securities, options and futures brokerage;



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providing securities clearance services;



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managing equity and fixed income assets for institutional and individual clients;



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financing customer activities;



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securities lending;



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securities and futures arbitrage;



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involvement in specialist and market-making activities on the New York Stock Exchange ("NYSE"), American Stock Exchange ("AMEX") and International Securities Exchange ("ISE");



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underwriting and distributing securities;



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arranging for the private placement of securities;



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assisting in mergers, acquisitions, restructurings and leveraged transactions;



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making principal investments in leveraged acquisitions;



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engaging in commercial real estate activities;



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investment management and advisory services; and

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fiduciary, custody, agency and securities research services.

        Our business is conducted:

•

from our principal offices in New York City;



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from domestic regional offices in Atlanta, Boston, Chicago, Dallas, Denver, Los Angeles, San Francisco, San Juan and Scottsdale;



•

from representative offices in Beijing, Hong Kong, Sao Paulo and Shanghai; and



•

through international offices in Dublin, Hong Kong, London, Lugano, Milan, Singapore and Tokyo.

        Our international offices provide services and engage in investment activities involving foreign clients and international transactions. Additionally, certain of these foreign offices provide services to U.S. clients.

        Bear Stearns and BSSC are broker-dealers registered with the SEC. Additionally, Bear Stearns is registered as an investment adviser with the SEC. Bear Stearns and/or BSSC are also members of the NYSE, all other principal U.S. securities and futures exchanges, the National Association of Securities Dealers, Inc. ("NASD"), the National Futures Association and the ISE. Bear Stearns is a "primary dealer" in U.S. government securities as designated by the Federal Reserve Bank of New York.

        BSIL is a full service broker-dealer based in London. BSIL is incorporated in the United Kingdom and is authorized and regulated by the Financial Services Authority.

        BSB is bank based in the Republic of Ireland, which was registered in 1996 and subsequently granted a banking license on April 10, 1997 under the Irish Central Bank Act, 1971. BSB allows our existing and prospective clients the opportunity of dealing with a banking counterparty. BSB is incorporated in Ireland.

        Bear Stearns Global Lending Limited ("BSGL") provides loans to certain Bear Stearns customers. BSGL is incorporated in the Cayman Islands.

        Custodial Trust Company ("CTC"), an FDIC insured New Jersey State chartered bank, offers a range of trust, lending and securities-clearance services. CTC provides us with banking powers including access to the securities and funds-wire services of the Federal Reserve System. CTC provides trust, custody, agency and securities lending services for institutional accounts; commercial and margin lending; the clearance of government securities for institutions and dealers; and the processing of mortgage and mortgage-related products, including derivatives and collateralized mortgage obligations products. At November 30, 2005, CTC held approximately $61 billion of assets for clients, including institutional clients such as pension funds, mutual funds, endowment funds and insurance companies. CTC is incorporated in the State of New Jersey.

        Bear Stearns Financial Products Inc. ("BSFP") transacts business as a triple-A-rated counterparty to eligible clients, offering a wide range of fixed income and equity derivative products. Eligible clients are those rated A3 or better by Moody's Investors Service, Inc. and A- or better by Standard & Poor's Ratings Services or counterparties acceptable to both rating agencies. BSFP transfers its market risk associated with derivative transactions to Bear Stearns Capital Markets Inc., an affiliate of BSFP and one of our wholly-owned subsidiaries. BSFP is incorporated in the State of Delaware.

        Bear Stearns Capital Markets Inc. ("BSCM") is engaged in fixed income derivatives transactions and hedges associated therewith. BSCM is incorporated in the State of Delaware.

        Bear Stearns Credit Products Inc. ("BSCPI") is engaged in credit derivatives transactions and hedges associated therewith. BSCPI is incorporated in the State of Delaware.

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        Bear Stearns Forex Inc. ("BSFX") is a foreign exchange dealer engaged in foreign currency transactions and hedges associated therewith. BSFX is incorporated in the State of Delaware.

        EMC Mortgage Corporation ("EMC"), is a U.S. Department of Housing and Urban Development and Freddie MAC approved lender based in Irving, Texas. EMC purchases both conforming and non-conforming, investment-grade and non-investment grade, conventional fixed rate and adjustable rate residential mortgage loans with servicing released or retained and sells such loans to investors. EMC also purchases and sells residual certificates and mortgage servicing rights. EMC is incorporated in the State of Delaware.

        Bear Stearns Commercial Mortgage Inc. ("BSCMI") is primarily engaged in the origination and securitization of commercial mortgage loans for resale in the form of pass-through securities ("certificates"). These certificates represent fractional and undivided interests in pools of mortgage loans held in a trust. BSCMI is incorporated in the State of New York.

        Bear Hunter Holdings LLC ("BHH") is a Delaware limited liability company jointly owned by us and Hunter Partners LLC. Bear Wagner Specialists LLC, BHH's principal wholly owned subsidiary, is a registered broker dealer primarily engaged in specialist and market-making activities on the NYSE, AMEX and ISE.

        We are incorporated in the State of Delaware. Our principal executive office is located at 383 Madison, New York, New York 10179, USA, and our telephone number is (212) 272-2000. Our internet address is http://www.bearstearns.com. In this prospectus, the terms "Company," "we," "us" and "our" refer only to The Bear Stearns Companies Inc. excluding its consolidated subsidiaries.

USE OF PROCEEDS

        Unless otherwise specified in the applicable prospectus supplement, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which may include additions to working capital, the repayment of short-term and long-term debt and investments in, or extensions of credit to, subsidiaries. Pending such uses, the net proceeds may be temporarily invested in short-term obligations.

DESCRIPTION OF DEBT SECURITIES

        This section describes certain general terms and provisions of the debt securities to which any prospectus supplement may relate. The particular terms of any debt securities offered by a prospectus supplement and the extent to which these general terms and provisions will not apply to the particular series of debt securities being offered, will be described in the prospectus supplement relating to that particular series of debt securities.

        We may issue either senior debt (the "Senior Debt Securities" or "Senior Debt") or senior subordinated debt (the "Subordinated Debt Securities" or "Subordinated Debt"). Senior Debt Securities will be issued under the senior debt indenture dated as of May 31, 1991, as amended (the "Senior Indenture"), between us and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), as trustee (the "Trustee"). Subordinated Debt Securities will be issued under the form of subordinated debt indenture filed as an exhibit to the Registration Statement of which this prospectus is a part (the "Subordinated Indenture"). We refer to the Senior Indenture and the Subordinated Indenture individually as an "Indenture" and collectively as the "Indentures."

        The terms of the debt securities include those stated in the Indentures and those made part of the Indentures by reference to the TIA. We have filed copies of the Indentures as exhibits to the Registration Statement of which this prospectus forms a part. Copies of the Indentures are available as described under "Where You Can Find More Information."

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        This section, along with the description in the applicable prospectus supplement, is a summary of the material provisions of the Indentures and is not complete. It does not restate the Indentures in their entirety. We urge you to read the Indentures because they, and not these descriptions, define your rights as a holder of debt securities.

        Unless otherwise provided in the applicable prospectus supplement, the trustee under both the Senior Indenture and the Subordinated Indenture will be JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank).

        Because we are a holding company, our rights and the rights of our creditors, including the holders of the debt securities, to participate in the assets of any subsidiary upon the subsidiary's liquidation or reorganization or otherwise would be subject to the prior claims of the subsidiary's creditors, except to the extent that we may be a creditor with recognized claims against such subsidiary.

        The Indentures do not limit the aggregate principal amount of debt securities that may be issued. We may issue debt securities in series up to the aggregate principal amount that may be authorized from time to time by us without your consent. The debt securities will be our unsecured obligations. The Senior Debt Securities will rank equally with all of our other unsecured and unsubordinated indebtedness. We extend credit to our subsidiaries at various times. Any credit we may extend to our subsidiaries may be subordinated to the claims of unaffiliated creditors of those subsidiaries. The Subordinated Debt Securities will be subordinate in right of payment as described under "Subordination."

General

        As of the date of this prospectus, we have issued approximately $103,755,094,650 aggregate principal amount of Senior Debt Securities under the Senior Indenture, of which $32,752,155,000 is currently outstanding. As of the date of this prospectus, we have not issued any Subordinated Debt Securities. The Indentures permit us to:

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issue debt securities at various times in one or more series;



•

issue an unlimited principal amount of debt securities;



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provide for the issuance of debt securities under the Indentures other than those authorized on the date of this prospectus at various times and without your consent; and



•

"reopen" a previous issue of a series of debt securities and issue additional debt securities of the series.

        Each prospectus supplement will describe the terms of any debt securities we issue, which may include the following:

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the title and type of the debt securities, including the subordination provisions, if any, applicable to the debt securities;



•

the total principal amount of the debt securities;



•

the minimum denominations;



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the percentage of the stated principal amount at which the debt securities will be sold and, if applicable, the method of determining the price;



•

the person to whom interest is payable, if other than the owner of the debt securities;



•

the maturity date or dates;



•

the interest rate or rates, which may be fixed or variable, and the method used to calculate that interest;

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any index used to determine the amounts of any payments on the debt securities and the manner in which those amounts will be determined;



•

the interest payment dates, the regular record dates for the interest payment dates, and the date interest will begin to accrue;



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the place or places where payments on the debt securities may be made and the place or places where the debt securities may be presented for registration of transfer or exchange;



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any date or dates after which the debt securities may be redeemed, repurchased, or repaid in whole or in part at our option or the option of the holder and the periods, prices, terms, and conditions of that redemption, repurchase, or repayment;



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any exchange or conversion features;



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if other than the full principal amount, the portion of the principal amount of the debt securities that will be payable if their maturity is accelerated;



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the currency of principal, any premium, interest, and any other amounts payable on the debt securities, if other than U.S. dollars;



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if the debt securities will be issued in other than book-entry form;



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the identification of or method of selecting any interest rate calculation agents, exchange rate agents, or any other agents for the debt securities;



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any provisions for the discharge of our obligations relating to the debt securities by the deposit of funds or U.S. government obligations;



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any provision relating to the extension or renewal of the maturity date of the debt securities;



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any applicable U.S. federal income tax consequences;



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whether the debt securities will be listed on any securities exchange; and



•

any other terms of the debt securities, which could be different from those described in this prospectus.

        Unless we provide otherwise in an applicable prospectus supplement, we will issue debt securities only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000, and in bearer form with or without coupons in the denomination of $5,000. If we issue bearer debt securities of a series, we will describe the U.S. federal income tax consequences and other special considerations applicable to those bearer debt securities in the prospectus supplement relating to that series.

        Unless we provide otherwise in the applicable prospectus supplement and subject to any limitations in the Indenture, you may transfer or exchange your registered securities at the corporate trust office or agency of the Trustee in the City and State of New York without paying a service charge, other than applicable tax or governmental charges. Bearer debt securities will be transferable by delivery. We will describe the provisions relating to the exchange of bearer debt securities of any series in the prospectus supplement relating to that series.

        If the principal, any premium or interest on the debt securities of any series is payable in a foreign or composite currency, the applicable prospectus supplement will describe any restrictions, elections, U.S. federal income tax consequences, specific terms and other information that apply to those debt securities and the currency.

        We may sell one or more series of debt securities at a substantial discount below the stated principal amount, bearing either no interest or interest at a rate that at the time of issuance is below

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market rate. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities. We will describe the U.S. federal income tax consequences and other special considerations applicable to a series in the prospectus supplement relating to that series.

Ranking

        The Senior Debt and the Subordinated Debt will be unsecured and will rank equally with all of our other unsecured and unsubordinated indebtedness. The Subordinated Debt will be subordinate in right of payment as described under "Subordination." We extend credit to our subsidiaries at various times. Any credit we may extend to our subsidiaries may be subordinated to the claims of unaffiliated creditors of those subsidiaries.

        We are a holding company and depend on the earnings and cash flow of our subsidiaries to meet our obligations under the debt securities. Because the creditors of our subsidiaries generally would have a right to receive payment superior to our right to receive payment from the assets of our subsidiaries, the holders of our debt securities will effectively be subordinated to the creditors of our subsidiaries. If we were to liquidate or reorganize, your right to participate in any distribution of our subsidiaries' assets is necessarily subject to the senior claims of the subsidiaries' creditors. Furthermore, the Exchange Act and the rules of certain exchanges and other regulatory bodies, as well as covenants governing certain indebtedness of our subsidiaries, impose net capital requirements on some of our subsidiaries that limit their ability to pay dividends or make loans and advances to us.

Methods of Receiving Payment on the Debt Securities

        Registered Debt Securities.    Unless we otherwise provide in the applicable prospectus supplement, if the debt securities are in registered form, then the principal, any premium and interest will be payable at the corporate trust office or agency of the Trustee in the City and State of New York.

        Interest payments made before maturity or redemption on registered debt securities may be made:

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at our option, by check mailed to the address of the person entitled to payment; or



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at your option, if you hold at least $10 million in principal amount of registered debt securities, by wire transfer to an account you have designated in writing at least 16 days before the date on which the payment is due.

        Bearer Debt Securities.    Unless we provide otherwise in the applicable prospectus supplement, if the debt securities are in bearer form, then the principal, any premium and interest will be payable at the Trustee's office located outside the United States that is maintained for this purpose. No payment on a bearer debt security will be made by mail to a U.S. address or by wire transfer to an account maintained in the United States, or will otherwise be made inside the United States, unless otherwise provided in the applicable prospectus supplement.

Notices

        Registered Debt Securities.    Unless otherwise provided in the applicable prospectus supplement, any notice given to a holder of a registered debt security will be mailed to the last address of such holder set forth in the applicable security register.

        Bearer Debt Securities.    Any notice given to a holder of a bearer debt security will be published in a daily newspaper of general circulation in the city or cities specified in the prospectus supplement relating to such bearer debt security.

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Limitation on Liens

        The Indentures do not allow us, and we may not permit any of our Restricted Subsidiaries to, issue, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money secured by a pledge of, lien on or security interest in any shares of voting stock of any Restricted Subsidiary without effectively providing that the securities issued under the Indentures will be secured equally and ratably with such secured indebtedness.

        The term "Restricted Subsidiary" as defined in the Indentures means Bear Stearns, CTC, BSSC and any of our other subsidiaries owning, directly or indirectly, any of the common stock of, or succeeding to a significant portion of the business, property or assets of, a Restricted Subsidiary, or with which a Restricted Subsidiary is merged or consolidated.

Merger and Consolidation

        The Indentures allow us to consolidate or merge with or into any other corporation, and may sell, lease or convey all or substantially all of our assets to any corporation, organized and existing under the laws of the United States or any U.S. state, if:

        (1)   we or any other successor corporation shall not immediately after the merger or consolidation be in default under the Indentures; and

        (2)   the continuing corporation (if other than us), or the resulting entity that receives substantially all of our assets, shall expressly assume:

        (a)   payment of the principal of, and premium, if any, and interest on (and any additional amounts payable in respect of) the debt securities and

        (b)   performance and observance of all of the covenants and conditions of the Indentures to be performed or observed by us.

        Unless otherwise provided in the applicable prospectus supplement, and subject to the foregoing, the Indentures permit:

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a consolidation, merger, sale of assets or other similar transaction that may adversely affect our creditworthiness or that of a successor or combined entity;



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a change in control; or



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a highly leveraged transaction involving us, whether or not involving a change in control;

and the Indentures, therefore, will not protect holders of the debt securities from the substantial impact that any of the transactions described above may have on the value of the debt securities.

Modification and Waiver

        With the consent of the holders of 66²/3% in principal amount of the outstanding debt securities of each series affected, we and the Trustee may modify or amend the applicable Indenture, without the consent of each holder of the outstanding debt security affected, unless the modification or amendment:

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changes the stated maturity or the date of any installment of principal of, or interest on, any debt security or changes its redemption price or optional redemption price;



•

reduces the principal amount of, or the rate of interest on, or the amount of any additional amount payable on, any debt security, or reduces the amount of principal that could be declared due and payable before the stated maturity of that debt security, or changes our obligation to pay any additional amounts (except as permitted under the applicable Indenture), or reduces the

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amount of principal of a discount security that would be due and payable if accelerated under the applicable Indenture;

•

changes the place or currency of any payment of principal, premium, if any, or interest on any debt security;



•

impairs the right to institute suit for the enforcement of any payment on or with respect to any debt security;



•

reduces the percentage in principal amount of the outstanding debt securities of any series, the consent of whose holders is required to modify or amend the applicable Indenture; or



•

modifies the foregoing requirements or reduces the percentage of outstanding debt securities necessary to waive any past default to less than a majority.

        We may make any of these amendments or modifications, however, with the consent of the holder of each outstanding debt security affected.

        Except with respect to defaults relating to certain fundamental provisions of the applicable Indenture, which cannot be waived without the consent of the holders of each outstanding security of a series affected, the holders of at least a majority in principal amount of outstanding debt securities of any series may, with respect to that series, waive past defaults under the applicable Indenture and waive compliance with certain provisions of the applicable Indenture, either in a specific instance or generally.

Events of Default—Senior Indenture

        Under the Senior Indenture, an "Event of Default" with respect to any Senior Debt Securities mean:

        (1)   a failure to pay any interest, or any additional amounts payable, on any debt securities of that series for 30 days after payment is due;

        (2)   a failure to pay the principal of, and premium, if any, on any debt security of that series when due;

        (3)   a failure to deposit any sinking fund payment when due relating to that series;

        (4)   a failure to perform any other covenant contained in the Indenture or relating to that series that has continued for 60 days after written notice was provided;

        (5)   a failure lasting 10 days after notice relating to any of our other indebtedness for borrowed money or indebtedness of any Restricted Subsidiary in excess of $10 million, that results in such indebtedness becoming due and payable before maturity;

        (6)   certain events of bankruptcy, insolvency or reorganization, whether voluntary or involuntary; and

        (7)   any other Event of Default with respect to debt securities of that series.

        If an Event of Default for any series of Senior Debt Securities occurs and continues, the Trustee or the holders of 25% of the aggregate principal amount (or any lesser amount that the series may provide) of the outstanding Senior Debt Securities affected by the default may require us to immediately repay the entire principal amount (or any lesser amount that the series may provide) of the outstanding Senior Debt Securities of such series.

        So long as the Trustee has not yet obtained a judgment or decree for payment of money due, and we have paid all amounts due (other than those due solely as a result of acceleration) and have remedied all Events of Default, the holders of a majority in principal amount of the outstanding Senior

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Debt Securities of the affected series may rescind any acceleration and its consequences or may waive any past default. However, the holders of a majority in principal amount of all outstanding Senior Debt Securities of the affected series may not waive any Event of Default with respect to any series of Senior Debt Securities in the following two circumstances:

•

a failure to pay the principal of, and premium, if any, or interest on, or any additional amounts payable in respect of, any Senior Debt Security of that series for which payment had not been subsequently made; or



•

a covenant or provision that cannot be modified or amended without the consent of each holder of outstanding Senior Debt Security of that series.

        The holders of a majority in principal amount of the outstanding Senior Debt Securities of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Senior Debt Securities of that series, provided that this direction is not in conflict with any rule of law or the Senior Indenture. Before proceeding to exercise any right or power under the Senior Indenture at the direction of those holders, the Trustee will be entitled to receive from those holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in complying with any such direction.

Events of Default—Subordinated Indenture

        The only events of default under the Subordinated Indenture with respect to Subordinated Debt Securities of any series will be (i) certain events in bankruptcy or insolvency, whether voluntary or involuntary, involving us or our receivership or the receivership of substantially all our assets; (ii) default in the deposit of any sinking fund payment; (iii) and default in the performance, or breach, of our covenants or warranties, subject to applicable notice requirements and grace periods.

        If an event of default with respect to Subordinated Debt Securities of any series at the time outstanding occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Subordinated Debt Securities of that series may declare the principal amount of (or, if any of the Subordinated Debt Securities of that series are discount securities or indexed securities, the portion of the principal amount of such Subordinated Debt Securities as may be specified in the terms thereof) and all accrued but unpaid interest on all the Subordinated Debt Securities of that series to be due and payable immediately, by a written notice to us (and to the Trustee, if given by holders), and upon such a declaration the principal amount (or specified amount) and interest of that series shall become immediately due and payable.

        The foregoing provision would, in the event of the bankruptcy or insolvency involving us, be subject as to enforcement to the broad equity powers of a federal bankruptcy court and to the determination by that court of the nature and status of the payment claims of the holders of the Subordinated Debt Securities. At any time after a declaration of acceleration with respect to the Subordinated Debt Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of outstanding Subordinated Debt Securities of that series may, under certain circumstances, rescind and annul the acceleration and its consequences but only if all Defaults have been remedied, or if permitted, waived, and if certain other conditions have been satisfied.

        The following events will be defaults ("Defaults") under the Subordinated Indenture with respect to Subordinated Debt Securities of any series:

        (a)   an event of default with respect to that series of Subordinated Debt Securities;

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        (b)   failure to pay principal or premium, if any, on any Subordinated Debt Securities of that series at maturity, continued for seven days; and

        (c)   failure to pay any interest, if any, on any Subordinated Debt Securities of that series when due and payable, continued for 30 days.

        If a Default with respect to the Subordinated Debt Securities of any series occurs and is continuing, the Trustee may, subject to certain limitations and conditions, seek to enforce its rights and the rights of the holders of Subordinated Debt Securities of that series and may demand that the Company pay to it the whole amount then due and payable on such Subordinated Debt Securities.

        The Subordinated Indenture provides that, subject to the duty of the Trustee upon the occurrence of a Default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Subordinated Indenture at the request or direction of any of the holders of Subordinated Securities of any series unless the same holders shall have offered to the Trustee reasonable indemnity or security against the costs, expenses and liabilities which may be incurred by the Trustee in compliance with the request or direction. Subject to certain provisions, the holders of a majority in principal amount of the outstanding Subordinated Debt Securities of any series will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Subordinated Debt Securities of that series.

Concerning the Trustee

        Under the Indentures, within 90 days after any default, the Trustee will notify you of the default, unless the default is cured or waived.

        The Trustee may withhold notice of a default (except a default relating to the payment of principal, premium or interest, or any additional amounts related to any debt security or the payment of any sinking fund installment), if the Trustee in good faith determines that withholding notice is in your interests.

        If a default in the performance or breach of any covenant or warranty in the Indentures or relating to that series occurs and continues for 60 days after written notice has been given to us or the Trustee by the holders of at least 25% in principal amount of the outstanding debt securities of a series, the Trustee will not give notice to the holders for at least an additional 30 days after such default.

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        Under the Indentures, we are required to deliver to the Trustee an annual statement as to our fulfillment of all of our indenture obligations.

Subordinated Debt Securities

        The Subordinated Debt Securities will be our direct, unsecured obligations. Our obligations pursuant to the Subordinated Debt Securities will be subordinate in right of payment to all Senior Indebtedness as defined below under "Subordination."

Subordination

        Our obligation to make any payment on account of the principal of or premium, if any, and interest, if any, on the Subordinated Debt Securities will be subordinate and junior in right of payment to our obligations to the holders of our Senior Indebtedness to the extent described herein.

        "Senior Indebtedness" is defined in the Subordinated Indenture to mean our "Indebtedness for Money Borrowed," whether outstanding on the date of the Subordinated Indenture or thereafter created, assumed or incurred, except "Indebtedness Ranking on a Parity with the Securities" or "Indebtedness Ranking Junior to the Securities" and any deferrals, renewals or extensions of the Senior Indebtedness. As of May 31, 2006, our Senior Indebtedness, as defined in the Subordinated Indenture, was approximately $65.9 billion. This number does not include the $248.6 billion, as of May 31, 2006, of our subsidiaries' indebtedness and liabilities. Senior Indebtedness, as defined in the Subordinated Indenture, is effectively subordinated to our subsidiaries' indebtedness and liabilities.

        "Indebtedness for Money Borrowed" is defined in the Subordinated Indenture as:

        (a)   any obligation of ours, or any obligation guaranteed by us, for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments,

        (b)   similar obligations arising from off-balance sheet guarantees and direct credit substitutes,

        (c)   obligations associated with derivative products, such as interest-rate and foreign-exchange-rate contracts, commodity contracts and similar arrangements and

        (d)   any deferred obligations for the payment of the purchase price of property or assets.

"Indebtedness Ranking on a Parity with the Securities" is defined in the Subordinated Indenture to mean our Indebtedness for Money Borrowed, whether outstanding on the date of the Subordinated Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks equally with and not prior to the Subordinated Debt Securities in the right of payment upon the happening of any event of the kind specified in the first sentence of the next paragraph. As of May 31, 2006, there was no Indebtedness Ranking on a Parity with the Securities, as defined in the Subordinated Indenture.

"Indebtedness Ranking Junior to the Securities" is defined in the Subordinated Indenture to mean any of our Indebtedness for Money Borrowed, whether outstanding on the date of execution of the Subordinated Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks junior to and not equally with or prior to the Subordinated Debt Securities (and any other Indebtedness Ranking on a Parity with the Subordinated Debt Securities) in right of payment upon the happening of certain bankruptcy, insolvency, receivership or winding-up events described below. As of May 31, 2006, there was no Indebtedness Ranking Junior to the Securities, as defined in the Subordinated Indenture.

        In the case of any bankruptcy, insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding up involving us, whether voluntary or involuntary, all of our obligations to holders of our

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Senior Indebtedness will be entitled to be paid in full before any payment can be made on account of the principal of, or premium, if any, or interest, if any, on the Subordinated Debt Securities of any series. In the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest, if any, on, any Senior Indebtedness beyond any applicable grace period, or in the event that any event of default with respect to any Senior Indebtedness has occurred and is continuing, or would occur as a result of certain payments, permitting the holders of the relevant Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate its maturity, then, unless and until we cure such default or event of default or such default or event of default is waived or ceases to exist, we will not make any payment of principal of, or premium, if any, or interest, if any, on the Subordinated Debt Securities, or in respect of any redemption, exchange, retirement, purchase or other acquisition of any of the Subordinated Debt Securities.

        As of May 31, 2006, we had no Subordinated Debt Securities outstanding. When issued, our Subordinated Debt Securities will be subordinated to our Senior Debt Securities and both the Senior Debt Securities are and the Subordinated Debt Securities will be effectively subordinated to our subsidiaries' existing and future indebtedness and liabilities, which as of May 31, 2006 totaled $248.6 billion.

        Any applicable prospectus supplement relating to an issuance of Subordinated Debt Securities will set forth (as of the most recent practicable date) the aggregate amount of outstanding Senior Indebtedness and any limitation on the issuance of additional Senior Indebtedness.

        Holders of Subordinated Securities, by their acceptance of the Subordinated Debt Securities, will be deemed to have irrevocably waived any rights they may have to counterclaim or set-off amounts they owe to us against amounts owed to them by us under the Subordinated Indenture or to institute proceedings in respect of these amounts.

        By reason of the above subordination in favor of the holders of our Senior Indebtedness, in the event of our bankruptcy or insolvency, holders of our Senior Indebtedness may receive more, ratably, and holders of the Subordinated Debt Securities having a claim pursuant to the Subordinated Debt Securities may receive less, ratably, than our other creditors.

Defeasance

        If provided for under the Indentures with respect to Senior Debt Securities or Subordinated Debt Securities of any series that are registered debt securities denominated and payable only in U.S. dollars (except as otherwise provided under the applicable Indenture), we will:

•

be discharged from any and all obligations in respect of the debt securities of that series under the Indenture (except for certain obligations to register the transfer or exchange of debt securities of that series, replace stolen, lost or mutilated debt securities of that series, maintain paying agents and hold moneys for payment in trust) on the 91st day after the applicable conditions described in this paragraph have been satisfied; or



•

not be subject to provisions of the Indenture described above under the subsections entitled "—Limitation on Liens" and "—Merger and Consolidation" with respect to the debt securities of that series;

in each case if we deposit with the Trustee, in trust, money or U.S. government obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient to pay all the principal (including any mandatory sinking fund payments) of, and premium, if any, and any interest on, the debt securities of that series on the dates such payments are due in accordance with the terms of those debt securities.

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        To exercise either option, we are required to deliver to the Trustee an opinion of counsel to the effect that:

        (1)   the deposit and related defeasance would not cause the holders of the debt securities of the series being defeased to recognize income, gain or loss for U.S. federal income tax purposes; and

        (2)   if the debt securities of that series are then listed on the NYSE, the exercise of the option would not result in delisting.

        We may specify defeasance provisions with respect to any series of debt securities.

Redemption Upon Certain Tax Events

        If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under those laws) of the United States (or any political subdivision or taxing authority of the United States or in the United States), or any change in, or amendments to, the official position regarding the application or interpretation of these laws, regulations or rulings, which is announced or becomes effective on or after the date of this prospectus, we become or will become obligated to pay additional amounts as described in the applicable prospectus supplement or (b) any act is taken by a taxing authority of the United States on or after the date of this prospectus, whether that act is taken with respect to us or any affiliate, that results in a substantial probability that we will or may be required to pay such additional amounts, then we may, at our option, redeem, in whole, but not in part, the debt securities on any Interest Payment Date on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued on the debt securities to the date fixed for redemption; provided that we determine, in our business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to us, not including substitution of the obligor under the securities.

Principal Paying Agent, Paying Agents, Registrar and Transfer Agent

        JPMorgan Chase Bank, N.A. will initially act as the principal office or agency where the Senior Debt Securities and the Subordinated Debt Securities may be presented for payment (the "Principal Paying Agent"). We have appointed JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank) to serve as registrar (the "Registrar") under each of the Indentures.

Methods of Receiving Payments on the Debt Securities

        The Principal Paying Agent will pay interest to The Depository Trust Company ("DTC"), or its nominee, by wire transfer of same day funds for credit to the accounts of DTC's participants and subsequent distribution to the beneficial owners of the securities, or, if the securities are issued in certificated form under the circumstances described below in "—Certificates in Registered Form," the Principal Paying Agent will pay the registered holder of the securities against presentation and surrender by such holder of its security to any paying agent, by check drawn on a bank in New York City and mailed on the business day immediately before the interest due date.

Payment of Additional Amounts

        Subject to the various exceptions and limitations set forth below, we may pay as additional interest or principal, as the case may be, on the debt securities, all such additional amounts that are necessary in order that the net payment by us or a paying agent of the principal of and interest on the debt securities to a person that is not a "U.S." person "for U.S.", federal income tax purposes, after deduction for any tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment and as a

14

result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendment to, the official position regarding the application or interpretation of such laws, regulations or rulings, which is announced or becomes effective on or after the closing date of the debt securities, will not be less than the amount provided in the debt securities to be then due and payable. However, the obligation to pay additional amounts shall not apply:

        (1)   to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the holder, or a fiduciary, settlor, beneficiary, member or shareholder of the holder, if the holder is an estate, trust, partnership or corporation for U.S. federal income tax purposes, or a person holding a power over such an estate, trust, partnership or corporation, or a person holding a power over such an estate or trust administered by a fiduciary holder, being considered as:

        (a)   being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

        (b)   having a current or former connection with the United States, including a connection as a citizen or resident thereof;

        (c)   being or having been a domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid U.S. federal income tax;

        (d)   being or having been a private foundation or other tax-exempt organization;

        (e)   being or having been a "10-percent shareholder" of the Company as defined in Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended, or any successor provision; or

        (f)    being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;

        (2)   to any holder that is not the sole beneficial owner of the debt securities, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

        (3)   to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of such debt security, if compliance is required by statute or regulation of the United States or of any political subdivision or taxing authority thereof or therein, or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;

        (4)   to a tax, assessment or governmental charge that is imposed otherwise than by withholding by us or a paying agent from payments on or in respect of a debt security;

        (5)   to a tax, assessment or governmental charge that is imposed or withheld by reason of the presentation by or on behalf of the beneficial owner of any debt security for payment on a date more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

        (6)   to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

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        (7)   to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any debt security, if such payment can be made without such withholding by any other paying agent; or

        (8)   in the case of any combination of any of the above items;

nor shall additional amounts be paid with respect to any payment on a debt security to a holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner held its interest in the debt security directly.

        The debt securities are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation that is applicable to them. Except as specifically provided under this heading "—Payment of Additional Amounts" and under the heading "—Redemption Upon Certain Tax Events," we are not required to make any payments with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

Unclaimed Amounts

        The Indentures provide that any payments in respect of principal and any interest remaining that are unclaimed for two years after their due date will be paid to us, and the holder of the debt security will after that time look, as an unsecured creditor, only to us for payment of those amounts.

Governing Law

        The Indentures, the Senior Debt Securities and the Subordinated Debt Securities will be governed by and construed in accordance with the laws of the State of New York.

DESCRIPTION OF WARRANTS

        This section sets forth certain general terms and provisions of the warrants to which any prospectus supplement may relate. The particular terms of the warrants offered by any prospectus supplement and the extent to which such general terms and provisions will not apply to the warrants so offered will be described in the prospectus supplement relating to those warrants.

        We may issue warrants that are debt warrants, index warrants, interest rate warrants or universal warrants as described in the applicable prospectus supplement. Warrants may be offered independently of or together with one or more additional warrants, any series of debt securities, preferred stock or other securities or any combination thereof and may be attached to or separate from any such securities. The warrants will be settled either through physical delivery or through payment of a cash settlement value as described in this prospectus and in any applicable prospectus supplement.

        Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or a trust company, as warrant agent, all as described in the prospectus supplement relating to that series of warrants. The warrant agent will act solely as our agent under the applicable warrant agreement and in connection with the certificates for any warrants of that series, and will not assume any obligation or relationship of agency or trust for or with any holders of those warrant certificates or beneficial owners of those warrants.

        This section, along with the description in the applicable prospectus supplement, is a summary of certain provisions of the forms of warrant agreements and warrant certificates and is not complete. We

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urge you to read the warrant agreements and the warrant certificates, because those documents, and not these descriptions, define your rights as a holder of warrants. We have filed copies of the forms of the warrant agreements and warrant certificates as exhibits to the Registration Statement of which this prospectus is a part. Copies of the forms of warrant agreements and warrant certificates are available as described under "Where You Can Find More Information."

Debt Warrants

        We may issue, together with debt securities or separately, debt warrants for the purchase of debt securities on terms to be determined at the time of sale.

Index Warrants

        We may issue index warrants entitling the holders thereof to receive from us, upon exercise, an amount in cash determined by reference to decreases or increases in the level of a specific index or in the levels (or relative levels) of two or more indices or combinations of indices, which index or indices may be based on one or more stocks, bonds or other securities, one or more interest rates, one or more currencies or currency units, or any combination of the foregoing.

Interest Rate Warrants

        We may issue interest rate warrants entitling the holders thereof to receive from us, upon exercise, an amount in cash determined by reference to decreases or increases in the yield or closing price of one or more specified debt instruments or in the interest rates, interest rate swap rates, or other rates established from time to time by one or more specified financial institutions, or any combination of the foregoing.

Universal Warrants

        We may also issue universal warrants:

•

to purchase or sell securities of one or more issuers, securities based on the performance of an issuer, securities based on the performance of an issuer but excluding the performance of a particular subsidiary or subsidiaries of that issuer, a basket of securities, or securities whose value is determined by reference to the performance, level, or value of, any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, or any combination of the above;



•

entitling the holders thereof to receive from us, upon exercise, an amount in cash determined by reference to the right to purchase or the right to sell a specified amount of one or more currencies or currency units or any combination of the foregoing for a specified amount of one or more different currencies or currency units or any combination of the foregoing;



•

to purchase or sell commodities; or



•

in such other form as shall be specified in the applicable prospectus supplement.

        We refer to the property in the above clauses as the warrant property. We may satisfy our obligations, if any, with respect to any universal warrants by delivering the warrant property, cash or in the case of warrants to purchase or sell securities or commodities, the cash value of the securities or commodities, as described in the applicable prospectus supplement.

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Further Information in Prospectus Supplement

General Terms of Warrants

        The applicable prospectus supplement may contain, where applicable, the following additional information relating to the warrants:

•

the specific designation and aggregate number of warrants;



•

the offering price;



•

the currency, currency unit, currency index or currency basket based on or relating to currencies for which those warrants may be purchased;



•

the date on which the right to exercise those warrants will commence and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date on which you may exercise the warrants;



•

whether the warrants will be issued in registered form or bearer form;



•

whether those warrants are extendible and the period or periods of such extendibility;



•

the terms upon which bearer warrants of any series may be exchanged for registered warrants of that series;



•

whether those warrants will be issued in book-entry form, as a global warrant certificate, or in certificated form;



•

any applicable U.S. federal income tax consequences;



•

the identity of the warrant agent for the warrants and of any other depositories, execution or paying agents, transfer agents, registrars, determination, or other agents;



•

the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;



•

whether the warrants are to be sold separately or with other securities; and



•

any other terms of those warrants not inconsistent with the applicable warrant agreement.

Additional Terms of Debt Warrants

        The applicable prospectus supplement may contain, where applicable, the following additional information relating to any debt warrants:

•

the designation, aggregate principal amount, currency and terms of the debt securities that may be purchased upon exercise of the debt warrants;



•

the exercise price and whether the exercise price may be paid in cash, by the exchange of any debt warrants or other securities or both and the method of exercising the debt warrants; and



•

the designation, terms and amount of debt securities, if any, to be issued together with each of the debt warrants and the date, if any, after which the debt warrants and debt securities will be separately transferable.

Additional Terms of Index and Interest Rate Warrants

        The applicable prospectus supplement may contain, where applicable, the following additional information relating to any index and interest rate warrants:

•

the exercise price, if any;

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•

the index or indices for any index warrants, which index or indices may be based on one or more U.S. or foreign stocks, bonds, or other securities, one or more U.S. or foreign interest rates, one or more currencies or currency units, or any combination of the foregoing, and may be a preexisting U.S. or foreign index or an index based on one or more securities, interest rates, currencies or currency units selected by us solely in connection with the issuance of such index warrants, and certain information regarding such index or indices and the underlying securities, interest rates, currencies or currency units (including, to the extent possible, the policies of the publisher of the index with respect to additions, deletions and substitutions of such securities, interest rates, currencies or currency units);



•

for index warrants, the method of providing for a substitute index or indices or otherwise determining the amount payable in connection with the exercise of such index warrants if the index changes or ceases to be made available by the publisher of the index;



•

the commodity, commodity index or combinations of commodities or commodity indices;



•

any market to which the commodity or commodity index relates;



•

the debt instrument (which may be one or more debt instruments issued either by the U.S. government or by a foreign government), the rate (which may be one or more interest rates or interest rate swap rates established from time to time by one or more specified financial institutions) or the other yield or price utilized for any interest rate warrants, and certain information regarding such debt instrument, rate, yield or price;



•

the strike amount, the method of determining the spot amount and the method of expressing movements in the yield or closing price of the debt instrument or in the level of the rate as a cash amount in the currency in which the interest rate cash settlement value of any interest rate warrants is payable;



•

whether such warrants shall be put warrants, call warrants or otherwise;



•

the formula for determining the cash settlement value of each warrant;



•

the circumstances, if any, under which a minimum and/or maximum expiration value is applicable upon the expiration of such warrants;



•

any minimum number of warrants which must be exercised at any one time, other than upon automatic exercise;



•

the maximum number, if any, of such warrants that may, subject to our election, be exercised by all holders on any day;



•

any provisions for the automatic exercise of such warrants other than at expiration;



•

whether and under what circumstances such warrants may be canceled by us prior to the expiration date; and



•

any other procedures and conditions relating to the exercise of such warrants.

Additional Terms of Universal Warrants

        The applicable prospectus supplement may contain, where applicable, the following additional information relating to any universal warrants:

•

whether the universal warrants are put warrants or call warrants and whether you or we will be entitled to exercise the warrants;



•

the specific warrant property, and the amount or the method for determining the amount of the warrant property, that may be purchased or sold upon exercise of each universal warrant;

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•

the currency in which the exercise price, if any, and the cash settlement value of such warrants is payable;



•

the base currency and the reference currency for any currency warrants;



•

the price at which and the currency with which the underlying securities or commodities may be purchased or sold upon the exercise of each universal warrant, or the method of determining that price;



•

whether the exercise price may be paid in cash, by the exchange of any other security offered with the universal warrants or both and the method of exercising the universal warrants; and



•

whether the exercise of the universal warrants is to be settled in cash or by delivery of the underlying securities or commodities or both.

        Before you exercise your warrants, you will not have any of the rights of (1) holders of the debt securities of the series purchasable upon such exercise, including the right to receive payments of principal, any premium or interest on those debt securities, or to enforce any of the covenants or rights in the relevant indenture or any other agreement or (2) holders of preferred stock or other securities purchasable upon such exercise, including the right to receive payments of dividends, if any, on such preferred stock or other securities or to exercise any applicable right to vote.

        You may exchange registered warrants of any series for registered warrants of the same series representing in total the number of warrants that you have surrendered for exchange. To the extent permitted, you may exchange warrant certificates and transfer registered warrants at the corporate trust office of the warrant agent for that series of warrants (or any other office indicated in the prospectus supplement relating to that series of warrants).

        Unless otherwise specified in the applicable prospectus supplement, warrants will be issued in book-entry only form, and will be represented by a single global warrant certificate, registered in the name of the nominee of the depository of the warrants.

        Bearer warrants will be transferable by delivery. The applicable prospectus supplement will describe the terms of exchange applicable to any bearer warrants.

Exercise of Warrants

        You may exercise your warrants at the corporate trust office of the warrant agent (or any other office indicated in the prospectus supplement relating to those warrants) up to 5:00 p.m., New York time, on the date stated in the prospectus supplement relating to those warrants or as may be otherwise stated in the prospectus supplement. If you do not exercise your warrants before the time on that date (or such later date that we may set), your unexercised warrants will become void.

        Only registered securities will be issued and delivered upon exercise of registered warrants. Warrants will be deemed to have been exercised upon receipt of the warrant certificate and any payment, if applicable, at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement and we will, as soon as practicable after such receipt and payment, issue and deliver the warrant property or pay the settlement value in respect of the warrants.

        If fewer than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining amount of the warrants. Special provisions relating to the exercise of any bearer warrants or automatic exercise of warrants will be described in the applicable prospectus supplement.

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DESCRIPTION OF PREFERRED STOCK

        This section describes certain general terms and provisions of the preferred stock to which any prospectus supplement may relate. The particular terms of the preferred stock offered by any prospectus supplement and the extent, if any, to which such general terms will not apply to the preferred stock so offered will be described in the prospectus supplement relating to such preferred stock.

        This section, along with the description in the applicable prospectus supplement, is a summary of certain provisions of our restated certificate of incorporation, as amended, including the applicable certificates of designation, and is not complete.

        We urge you to read the restated certificate of incorporation, as amended, and the certificate of designation for the relevant series of preferred stock in which you are intending to invest, because those documents, and not these descriptions, define your rights as a holder of preferred stock. We have filed a copy of the restated certificate of incorporation, as amended, and the certificates of designation for our currently outstanding shares of preferred stock as exhibits to the Registration Statement of which this prospectus is a part. Copies of the restated certificate of incorporation, as amended, are available described under "Where You Can Find More Information."

General

        Our restated certificate of incorporation, as amended, authorizes the issuance of 10,000,000 shares of preferred stock, $1.00 par value. We may issue preferred stock from time to time in one or more series. The exact terms of each series will be established by our board of directors or a duly authorized committee of the board.

        The terms of any particular series of preferred stock will be described in the prospectus supplement relating to that particular series of preferred stock, including, where applicable:

        (1)   the designation, stated value and liquidation preference of such preferred stock and the number of shares offered;

        (2)   the offering price;

        (3)   the dividend rate or rates (or method of calculation), the date or dates from which dividends shall accrue, and whether such dividends shall be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to cumulate;

        (4)   any redemption or sinking fund provisions;

        (5)   the amount that shares of such series shall be entitled to receive in the event of our liquidation, dissolution or winding up;

        (6)   the terms and conditions, if any, on which shares of such series shall be exchangeable for shares of our stock of any other class or classes, or other series of the same class;

        (7)   the voting rights, if any, of shares of such series in addition to those set forth in "Voting Rights" below;

        (8)   the status as to reissuance or sale of shares of such series redeemed, purchased or otherwise reacquired, or surrendered to us on conversion or exchange;

        (9)   the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by us or any subsidiary of, the common stock or any other class of our stock ranking junior to the shares of such series as to dividends or upon liquidation;

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        (10) the conditions and restrictions, if any, on the creation of indebtedness of us or of any subsidiary, or on the issue of any additional stock ranking on a parity with or prior to the shares of such series as to dividends or upon liquidation; and

        (11) any additional dividend, liquidation, redemption, sinking or retirement fund and other rights, preferences, privileges, limitations and restrictions of such preferred stock.

        The preferred stock will, when issued, be fully paid and nonassessable. Unless otherwise specified in the applicable prospectus supplement, the shares of each series of preferred stock will upon issuance rank senior to the common stock and on a parity in all respects with each other outstanding series of preferred stock. As of May 31, 2006, there were outstanding:

•

3,493,250 depositary shares, each representing a one-fourth interest in a share of 6.15% Cumulative Preferred Stock, Series E;



•

1,800,200 depositary shares, each representing a one-fourth interest in a share of 5.72% Cumulative Preferred Stock, Series F; and



•

2,044,675 depositary shares, each representing a one-fourth interest in a share of 5.49% Cumulative Preferred Stock, Series G.

        The preferred stock will have no preemptive rights to subscribe for any additional securities that may be issued by us.

Dividends

        Unless otherwise specified in the applicable prospectus supplement, before any dividends may be declared or paid to the holders of shares of our common stock, par value $1.00 per share, or of any other of our capital stock ranking junior to any series of the preferred stock as to the payment of dividends, the holders of the preferred stock of that series will be entitled to receive, when and as declared by the board of directors or a duly authorized committee of the board, out of our net profits or net assets legally available therefor, dividends payable quarterly on January 15, April 15, July 15 and October 15, in each year at such rates as will be specified in the applicable prospectus supplement. Such rates may be fixed or variable or both. If variable, the formula used for determining the dividend rate for each dividend period will be specified in the applicable prospectus supplement. Dividends will be payable to the holders of record as they appear on our stock transfer records on such dates (not less than 15 days nor more than 60 days prior to a dividend payment date) as will be fixed by the board of directors or a duly authorized committee thereof. Dividends will be paid in the form of cash.

        Dividends on any series of preferred stock may be cumulative or noncumulative, as specified in the applicable prospectus supplement. If the board of directors fails to declare a dividend payable on a dividend payment date on any series of preferred stock for which dividends are noncumulative, then the holders of the preferred stock of that series will have no right to receive a dividend in respect of the dividend period relating to such dividend payment date, and we will have no obligation to pay the dividend accrued for such period, whether or not dividends on that series are declared or paid on any future dividend payment dates. If dividends on any series of preferred stock are not paid in full or declared in full and sums set apart for the payment thereof, then no dividends shall be declared and paid on that series unless declared and paid ratably on all shares of every series of preferred stock then outstanding, including dividends accrued or in arrears, if any, in proportion to the respective amounts that would be payable per share if all such dividends were declared and paid in full.

        The prospectus supplement relating to a series of preferred stock will specify the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by us or any of our subsidiaries of, the common stock or any other class of our stock ranking junior to the shares of that series as to dividends or upon liquidation

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and any other preferences, rights, restrictions and qualifications that are not inconsistent with the certificate of incorporation and the applicable certificates of designation.

Liquidation Rights

        Unless otherwise specified in the prospectus supplement relating to a series of preferred stock, upon our liquidation, dissolution or winding up (whether voluntary or involuntary), the holders of preferred stock of that series will be entitled to receive out of our assets available for distribution to our stockholders, whether from capital, surplus or earnings, the amount specified in the applicable prospectus supplement for that series, together with all dividends accrued and unpaid, before any distribution of the assets will be made to the holders of common stock or any other class or series of shares ranking junior to that series of preferred stock upon liquidation, dissolution or winding up, and will be entitled to no other or further distribution. If, upon our liquidation, dissolution or winding up, the assets distributable among the holders of a series of preferred stock shall be insufficient to permit the payment in full to the holders of that series of preferred stock of all amounts payable to those holders, then the entire amount of our assets thus distributable will be distributed ratably among the holders of that series of preferred stock in proportion to the respective amounts that would be payable per share if those assets were sufficient to permit payment in full.

        Neither our consolidation, merger or other business combination with or into any other individual, firm, corporation or other entity nor the sale, lease, exchange or conveyance of all or any part of our property, assets or business will be deemed to be a liquidation, dissolution or winding up.

Redemption

        If so specified in the applicable prospectus supplement, any series of preferred stock may be redeemable, in whole or in part, at our option or pursuant to a retirement or sinking fund or otherwise, on terms and at the times and the redemption prices specified in that prospectus supplement. If less than all shares of the series at the time outstanding are to be redeemed, the shares to be redeemed will be selected pro rata or by lot, in such manner as may be prescribed by resolution of the board of directors.

        Notice of any redemption of a series of preferred stock will be given by publication in a newspaper of general circulation in the Borough of Manhattan, the City of New York, not less than 30 nor more than 60 days prior to the redemption date. We will mail a similar notice, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of shares of that series at the addresses shown on our stock transfer records, but the mailing of such notice will not be a condition of such redemption. In order to facilitate the redemption of shares of preferred stock, the board of directors may fix a record date for the determination of the shares to be redeemed. Such record date will be not more than 60 days nor less than 30 days prior to the redemption date.

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        Prior to the redemption date, we will deposit money for the payment of the redemption price with a bank or trust company doing business in the Borough of Manhattan, the City of New York, and having a capital and surplus of at least $10,000,000. Unless we fail to make such deposit, on the redemption date, all dividends on the series of preferred stock called for redemption will cease to accrue and all rights of the holders of shares of that series as our stockholders shall cease, except the right to receive the redemption price (but without interest). Unless otherwise specified in the applicable prospectus supplement, any monies so deposited which remain unclaimed by the holders of the shares of that series at the end of six years after the redemption date will become our property, and will be paid by the bank or trust company with which it has been so deposited to us.

Conversion Rights

        Unless otherwise specified in the applicable prospectus supplement, no series of preferred stock will be convertible into common stock.

Voting Rights

        Unless otherwise determined by the board of directors and indicated in the applicable prospectus supplement, holders of the preferred stock of that series will not have any voting rights except as described below or as otherwise from time to time required by law. Whenever dividends on any series of preferred stock or any other class or series of stock ranking on a parity with that series with respect to the payment of dividends shall be in arrears for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters, the holders of shares of that series (voting separately as a class with all other series of preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two of the authorized number of our directors at the next annual meeting of stockholders and at each subsequent meeting until all dividends accumulated on that series have been fully paid or set apart for payment. The term of office of all directors elected by the holders of a series of preferred stock shall terminate immediately upon the termination of the right of the holders of that series to vote for directors. Whenever the shares of a series are or become entitled to vote, each holder of shares of that series will have one vote for each share held.

        So long as shares of any series of preferred stock remain outstanding, we shall not, without the consent of the holders of at least two-thirds of the shares of that series outstanding at the time (voting separately as a class with all other series of preferred stock upon which like voting rights have been conferred and are exercisable):

        (1)   issue or increase the authorized amount of any class or series of stock ranking senior to the shares of that series as to dividends or upon liquidation; or

        (2)   amend, alter or repeal the provisions of our certificate of incorporation or of the resolutions contained in the certificates of designation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any power, preference or special right of the outstanding shares of that series or the holders thereof. Any increase in the amount of the authorized common stock or authorized preferred stock or the creation and issuance of common stock or any other series of preferred stock ranking on a parity with or junior to a series of preferred stock as to dividends and upon liquidation shall not be deemed to materially and adversely affect the powers, preferences or special rights of the shares of that series.

        Unless otherwise indicated in the applicable prospectus supplement, the transfer agent, dividend disbursing agent and registrar for each series of preferred stock will be Mellon Investor Services L.L.C.

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DESCRIPTION OF DEPOSITARY SHARES

        This section describes certain general terms and provisions of the depositary shares and depositary receipts which we may elect to issue and to which any prospectus supplement may relate.

        This section, along with the description in the applicable prospectus supplement, is a summary of certain provisions of the deposit agreement (a form of which is filed as an exhibit hereto) relating to the applicable series of Preferred Stock and is not complete.

General

        We may, at our option, elect to offer fractional interests in shares of a series of preferred stock, rather than whole shares. If we exercise our option, we will provide for the issuance by a depository of depositary receipts evidencing depositary shares, each of which will represent a fractional interest (to be specified in the applicable prospectus supplement) in a share of a particular series of the Preferred Stock as more fully described below.

        If we offer fractional shares of any series of preferred stock, those shares will be deposited under a separate deposit agreement among us, a depositary bank or trust company selected by us and having its principal office in the United States and having a combined capital and surplus of at least $50,000,000 and the holders from time to time of the depositary receipts issued thereunder by that depository. The applicable prospectus supplement will set forth the name and address of the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in a share of preferred stock underlying such depositary share, to all the rights and preferences of the fractional share of preferred stock underlying such depositary share (including dividend, voting, redemption and liquidation rights).

        Until definitive engraved depositary receipts are prepared, upon our written order, the depository may issue temporary depositary receipts substantially identical to (and entitling the holders thereof to all the rights pertaining to) the definitive depositary receipts but not in definitive form. Definitive depositary receipts will be prepared thereafter without unreasonable delay. Temporary depositary receipts will be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions

        The depository will distribute to the holders of depositary receipts evidencing depositary shares all cash dividends or other cash distributions received in respect of the underlying fractional shares of preferred stock in proportion to their respective holdings of the depositary shares on the relevant record date. The depository will distribute only the amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent. Any balance not so distributed will be held by the depository (without liability for interest thereon) and will be added to and treated as part of the next sum received by the depository for distribution to holders of depositary receipts then outstanding.

        If we distribute property other than cash in respect of shares of preferred stock deposited under a deposit agreement, the depository will distribute the property received by it to the record holders of depositary receipts evidencing the depositary shares relating to those shares of preferred stock, in proportion, as nearly as may be practicable, to their respective holdings of the depositary shares on the relevant record dates. If the depository determines that it is not feasible to make such a distribution, the depository may, with our approval, adopt such method as it deems equitable and practicable to give effect to the distribution, including the sale of the property so received and distribution of the net proceeds from such sale to the holders of the depositary receipts.

        Each deposit agreement will also contain provisions relating to the manner in which any subscription or similar right offered by us to holders of the preferred stock deposited under such deposit agreement will be made available to holders of depositary shares.

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Redemption of Depositary Shares

        If the shares of preferred stock deposited under a deposit agreement are subject to redemption, in whole or in part, then, upon any such redemption, the depositary shares relating to those deposited shares will be redeemed from the proceeds received by the depository as a result of the redemption. Whenever we redeem shares of preferred stock held by a depository, the depository will redeem as of the same redemption date the number of depositary shares representing the shares of preferred stock so redeemed. The depository will mail the notice of redemption not less than 20 and not more than 50 days prior to the date fixed for redemption to the record holders of the depositary shares to be so redeemed. The redemption price per depositary share will be equal to the applicable fraction of the per share redemption price of the preferred stock underlying such depositary share. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as may be determined by the depository.

        Once notice of redemption has been given, from and after the redemption date, the depositary shares called for redemption will no longer be deemed to be outstanding, unless we fail to redeem the shares of preferred stock so called for redemption. On the redemption date, all rights of the holders of depositary shares will cease, except for the right to receive the monies payable upon such redemption and any money or other property to which the holders of depositary shares were entitled upon such redemption (but without interest), upon surrender to the depository of the depositary receipts evidencing depositary shares.

Voting Rights

        As soon as practicable after receipt of notice of any meeting at which the holders of shares of preferred stock deposited under a deposit agreement are entitled to vote, the depository will mail the information contained in that notice of meeting (and any accompanying proxy materials) to the holders of the depositary shares relating to such preferred stock as of the record date for such meeting. Each such holder will be entitled, subject to any applicable restrictions, to instruct the depository as to the exercise of the voting rights of the preferred stock represented by such holder's depositary shares. The depository will attempt to vote the preferred stock represented by those depositary shares in accordance with the holder's instructions, and we will agree to take all action deemed necessary by the depository to enable the depository to do so. The depository will abstain from voting shares of preferred stock deposited under a deposit agreement if it has not received specific instructions from the holders of the depositary shares representing those shares.

Withdrawal of Stock

        Upon surrender of depositary receipts at the principal office of the depository (unless the depositary shares evidenced by the depositary receipts have previously been called for redemption), and subject to the terms of the deposit agreement, the owner of the depositary shares shall be entitled to delivery of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Fractional shares of preferred stock will not be delivered. If the depositary receipts surrendered by the holder evidence depositary shares in excess of those representing the number of whole shares of preferred stock to be withdrawn, the depository will deliver to the holder at the same time a new depositary receipt evidencing the excess depositary shares. Holders of shares of preferred stock which are withdrawn will not thereafter be entitled to deposit such shares under a deposit agreement or to receive depositary shares. We do not expect that there will be any public trading market for the preferred stock, except as represented by depositary shares.

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Amendment and Termination of the Deposit Agreement

        We may from time to time amend the form of depositary receipt evidencing any depositary shares and any provision of a deposit agreement by agreement between us and the depository. However, any amendment that materially and adversely alters the rights of the existing holders of depositary shares will not be effective unless and until approved by the holders of at least a majority of the depositary shares then outstanding under that deposit agreement. Each deposit agreement will provide that each holder of depositary shares who continues to hold those depositary shares at the time an amendment becomes effective will be deemed to have consented to the amendment and will be bound by that amendment. Except as may be necessary to comply with any mandatory provisions of applicable law, no amendment may impair the right, subject to the terms of the deposit agreement, of any holder of any depositary shares to surrender the depositary receipt evidencing those depositary shares to the depository together with instructions to deliver to the holder the whole shares of preferred stock represented by the surrendered depositary shares and all money and other property, if any, represented thereby. A deposit agreement may be terminated by us or the depository only if:

        (1)   all outstanding depositary shares issued under the deposit agreement have been redeemed; or

        (2)   there has been a final distribution in respect of the preferred stock relating to those depositary shares in connection with any liquidation, dissolution or winding up of the Company and the amount received by the depository as a result of that distribution has been distributed by the depository to the holders of those depositary shares.

Charges of Depository

        We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of any depository in connection with the initial deposit of preferred stock and the initial issuance of the depositary shares and any redemption of such preferred stock. Holders of depositary shares will pay any other taxes and charges incurred for their accounts as are provided in the deposit agreement.

Reports

        Each depository will forward to the holders of depositary shares issued by that depository all reports and communications from us that are delivered to the depository and that we are required to furnish to the holders of the preferred stock held by the depository. In addition, each depository will make available for inspection by the holders of those depositary shares, at the principal office of such depository and at such other places as it may from time to time deem advisable, all reports and communications received from us that are received by such depository as the holder of preferred stock.

Limitation on Liability

        Neither we nor any depository will assume any obligation or will be subject to any liability under a deposit agreement to holders of the depositary shares other than for its negligence or willful misconduct. Neither we nor any depository will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under a deposit agreement. The obligations of us and any depository under a deposit agreement will be limited to performance in good faith of its duties thereunder, and they will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and any depository may rely on written advice of counsel or accountants, on information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper party or parties.

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Resignation and Removal of Depository

        A depository may resign at any time by delivering to us notice of its election to resign, and we may remove any depository at any time. Any such resignation or removal will take effect upon the appointment of a successor depository and its acceptance of such appointment. Such successor depository must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000.

DESCRIPTION OF PURCHASE CONTRACTS

        This section describes certain general terms and provisions of the purchase contracts which we may elect to issue. The particular terms of any offered purchase contracts will be described in the applicable prospectus supplement. In addition, we may issue a purchase contract separately or as part of a unit as described below in "Description of Units."

General

        The following description of the purchase contracts sets forth certain general terms and provisions of the purchase contracts to which any prospectus supplement may relate. We urge you to read the more detailed provisions of the applicable purchase contracts for a complete description and for provisions that might be important to you because these documents, and not these descriptions, define your rights as a party to the purchase contract. We have filed copies of the forms of the purchase contract reflecting the particular terms and provisions of a series of offered purchase contracts as exhibits to the Registration Statement of which this prospectus is a part. Copies of the forms of the purchase contracts are available as described under "Where You Can Find More Information."

Purchase Contract Property

        We may offer purchase contracts for the purchase or sale of, or whose cash value is determined in whole or in part by reference to the performance, level or value of, one or more of the following:

•

securities of one or more issuers, including our securities;



•

one or more currencies;



•

one or more commodities;



•

any index, formula or any other method, including a method based on changes in the prices or performance of particular securities, currencies, intangibles, goods, articles, or commodities; or any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, which may include any credit event relating to any company or companies or other entity or entities, which may include a government or governmental agency, other than us; and/or



•

one or more indices or baskets of the items described above.

        Each instrument, measure or event described above is referred to as a "Purchase Contract Property."

        Each purchase contract will obligate the holder to purchase or sell, and obligate us to sell or purchase, on specified dates, one or more Purchase Contract Properties at a specified price or prices, or the holder or us to settle the purchase contract with a cash payment determined by reference to the value, performance or level of one or more Purchase Contract Properties, on specified dates and at a specified price or prices.

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        Some purchase contracts may include multiple obligations to purchase or sell different Purchase Contract Properties, and both we and the holder may be sellers or buyers under the same purchase contract.

Types of Purchase Contracts We May Issue

        We may issue purchase contracts in such amounts and in as many distinct series as we wish. We may also "reopen" a previously issued series of purchase contracts and issue additional purchase contracts of that series. In addition, we may issue a purchase contract separately or as part of a unit, as described below under "Description of Units."

        This section summarizes terms of the purchase contracts that apply generally to all purchase contracts. We describe most of the financial and other specific terms of your purchase contract in the applicable prospectus supplement and those terms may vary from the terms described here.

        As you read this section, please remember that the specific terms of your purchase contract as described in the prospectus supplement will supplement and, if applicable, may modify or replace the general terms described in this section. If there are differences between the prospectus supplement and this prospectus, the prospectus supplement will control. Thus, the statements we make in this section may not apply to your purchase contract.

        When we refer to a series of purchase contracts, we mean all the purchase contracts issued as part of the same series under the applicable governing instrument. When we refer to the prospectus supplement, we mean the prospectus supplement describing the specific terms of the purchase contract you purchase. The terms used in the prospectus supplement will have the meanings described in this prospectus, unless otherwise specified.

General Terms of Purchase Contracts

        The applicable prospectus supplement may contain, where applicable, the following information about your purchase contract:

•

whether the purchase contract obligates the holder to purchase or sell, or both purchase and sell, one or more Purchase Contract Properties and the nature and amount of each of those properties, or the method of determining those amounts;



•

whether the purchase contract is to be prepaid or not and the governing document for the contract;



•

whether the purchase contract is to be settled by delivery, or by reference or linkage to the value, performance or level of, the Purchase Contract Properties;



•

any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contract;



•

any applicable U.S. federal income tax consequences;



•

whether the purchase contract will be issued as part of a unit and, if so, the other securities comprising the unit and whether any unit securities will be subject to a security interest in our favor as described below; and



•

whether the purchase contract will be issued in fully registered or bearer form and in global or non-global form.

        If we issue a purchase contract as part of a unit, the accompanying prospectus supplement will state whether the contract will be separable from the other securities in the unit before the contract

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settlement date. A purchase contract issued in a unit in the United States may not be separated before the 91st day after the unit is issued.

Purchase Contracts

        Some purchase contracts may require the holders to satisfy their obligations under the purchase contracts at the time the contracts are issued. We refer to these contracts as "Prepaid Purchase Contracts." Some purchase contracts do not require the holders to satisfy their obligations under the purchase contracts until settlement. We refer to those purchase contracts as "Non-Prepaid Purchase Contracts." The holder of a Non-Prepaid Purchase Contract may remain obligated to perform under the purchase contract for a substantial period of time.

        Purchase Contracts may be issued under a unit agreement, if they are issued in units, or under some other document, if they are not. We describe unit agreements generally under "Description of Units" below. We will describe the particular governing document that applies to your Purchase Contracts in the applicable prospectus supplement.

        Pledge by Holders to Secure Performance.    The applicable prospectus supplement will describe the holder's obligations under the purchase contract and the governing documents that may be secured by collateral. In that case, the holder, acting through the unit agent as its attorney-in-fact, if applicable, will pledge the items described below to a collateral agent named in the prospectus supplement, which will hold them, for our benefit, as collateral to secure the holder's obligations. We refer to this as the "Pledge." The Pledge will create a security interest in and a lien upon and right of set off against the holder's entire interest in and to the unit (if the purchase contract is part of a unit):

•

any preferred stock, debt security, warrants, depositary shares or other property that is, or becomes, part of units that include the purchase contracts, or other property as may be specified in the applicable prospectus supplement, which we refer to as the "Pledged Items;"



•

all additions to and substitutions for the Pledged Items as may be permissible, if specified in the applicable prospectus supplement;



•

all income, proceeds and collections received or to be received, or derived or to be derived, at any time from or in connection with the Pledged Items described above; and



•

all powers and rights owned or thereafter acquired under or with respect to the Pledged Items.

        The collateral agent will forward all payments from the Pledged Items to us, unless the payments have been released from the Pledge in accordance with the purchase contract and the governing document. We will use the payments from the Pledged Items to satisfy the holder's obligations under the purchase contract.

Form

        We will issue each purchase contract in global (book-entry) form only, unless we specify otherwise in the applicable prospectus supplement. Purchase contracts in book-entry form will be represented by a global security registered in the name of a depositary, which will be the holder of all the purchase contracts represented by the global security. Those who own beneficial interests in a purchase contract will do so through participants in the depositary's system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. We describe book-entry securities under "Book-Entry Procedures and Settlement."

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DESCRIPTION OF UNITS

General

        This section describes certain general terms and provisions of any combination of one or more debt securities, preferred stock, warrants, depositary shares, purchase contracts and other securities and property. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

        The applicable prospectus supplement may describe the designation and terms of the units and of the securities comprising the units issued by us, securities of an entity affiliated or not affiliated with us or other property constituting the units, including whether and under what circumstances those securities may be held or transferred separately; any provisions of the governing unit agreement that differ from those described below; any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and any applicable United States federal income tax consequences.

        The applicable provisions described in this section, as well as those described under "Description of Debt Securities," "Description of Warrants," "Description of Preferred Stock," "Description of Depositary Shares" "Description of Purchase Contracts," and "Description of Units" will apply to each unit and to any debt security, preferred stock, warrant, depositary share or purchase contract included in each unit, respectively.

Series of Units We May Issue

        We may issue units in such amounts and in as many distinct series as we wish. We may also "reopen" a previously issued series of units and issue additional units of that series. This section summarizes terms of the units that apply generally to all series. We describe most of the financial and other specific terms of your series in the prospectus supplement accompanying this prospectus. The specific terms of your unit as described in the prospectus supplement will supplement and, if applicable, may modify or replace the terms described herein.

        When we refer to a series of units, we mean all units issued as part of the same series under the applicable unit agreement. We will identify the series of which your units are a part in the prospectus supplement. When we refer to the prospectus supplement, we mean the prospectus supplement describing the specific terms of the units you purchase. The terms used in the prospectus supplement will have the meanings described in this prospectus, unless otherwise specified.

General Terms of a Unit Agreement

        The following provisions will generally apply to all unit agreements unless otherwise stated in the applicable prospectus supplement.

        Enforcement of Rights.    The unit agent under a unit agreement will act solely as our agent in connection with the units issued under that agreement. The unit agent will not assume any obligation or relationship of agency or trust for or with any holders of those units or of the securities comprising those units. The unit agent will not be obligated to take any action on behalf of those holders to enforce or protect their rights under the units or the included securities.

        Except as described in the next paragraph, a holder of a unit may, without the consent of the unit agent or any other holder, enforce its rights as holder under any security included in the unit, in accordance with the terms of that security and the indenture, warrant agreement, deposit agreement,

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purchase contract or other agreement or instrument under which that security is issued. Those terms are described elsewhere in this prospectus under the sections relating to debt securities, preferred stock, warrants, depositary shares and purchase contracts.

        Limitations affecting the ability of a holder of units issued under that agreement to enforce its rights, including any right to bring a legal action, will be described in the applicable prospectus supplement.

        Modification Without Consent of Holders.    We and the applicable unit agent may amend or supplement any unit or unit agreement without the consent of any holder to evidence our successor's assumption of our obligations under the units and the unit agreement; cure any ambiguity; correct or supplement any defective or inconsistent provision; or to make any other change that we believe is necessary or desirable and will not adversely affect the interests of the affected holders in any material respect.

        We do not need any approval to make changes that affect only units to be issued after the changes take effect. We may also make changes that do not adversely affect a particular unit in any material respect, even if they adversely affect other units in a material respect. In those cases, we do not need to obtain the approval of the holder of the unaffected unit; we need only obtain any required approvals from the holders of the affected units.

        Modification With Consent of Holders.    We may not amend any particular unit or a unit agreement with respect to any particular unit unless we obtain the consent of the holder of that unit, if the amendment would:

        (1)   modify or affect any unit agreement or any units in a manner materially adverse to the holder; or

        (2)   reduce the percentage of outstanding units the consent of whose owners is required to amend that series or class, or the applicable unit agreement with respect to that series or class.

        We may not amend any particular purchase contract or a unit agreement as it relates to any purchase contract or the rights of the holders of units with respect to any purchase contract, if the amendment would:

        (1)   impair the right of the holder to institute suit for the enforcement of any purchase contract;

        (2)   reduce the percentage of outstanding purchase contracts the consent of whose owners is required to amend the applicable unit agreement relating to purchase contracts or for the waiver of any purchase contract defaults under any unit agreement or the consequences of such defaults; or

        (3)   modify or affect the holders' rights and obligations under any purchase contract in a manner materially adverse to the holder.

        Any other change to a particular unit agreement and the units or purchase contracts issued under that agreement would require the following approval:

        (1)   If the change affects only the units of a particular series issued under that agreement, the change must be approved by the holders of a majority of the outstanding units of that series;

        (2)   If the change affects the units of more than one series issued under that agreement, it must be approved by the holders of a majority of all outstanding units of all series affected by the change, with the units of all the affected series voting together as one class for this purpose;

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        (3)   If the change affects only purchase contracts or a unit agreement as it relates to purchase contracts, the change must be approved by the holders of a majority of the affected unsettled purchase contracts.

        Unit Agreements Will Not Be Qualified Under Trust Indenture Act.    No unit agreement will be qualified as an Indenture, and no unit agent will be required to qualify as a trustee, under the TIA. Therefore, holders of units issued under unit agreements will not have the protections of the TIA with respect to their units.

Mergers and Similar Transactions Permitted; No Restrictive Covenants or Events of Default

        The unit agreements will not restrict our ability to merge or consolidate with, or sell our assets to, another corporation or other entity or to engage in any other transactions. If at any time we merge or consolidate with, or sell our assets substantially as an entirety to, another corporation or other entity, the successor entity will succeed to and assume our obligations under the unit agreements. We will then be relieved of any further obligation under these agreements.

        The unit agreements will not include any restrictions on our ability to put liens on our assets, including our interests in our subsidiaries, nor will they restrict our ability to sell our assets. Other than in connection with purchase contracts and the Indentures, the unit agreements also will not provide for any events of default or remedies upon the occurrence of any events of default.

Form, Exchange and Transfer

        We will issue each unit in global (book-entry) form only, unless we specify otherwise in the applicable prospectus supplement. Units in book-entry form will be represented by a global security registered in the name of a depositary, which will be the holder of all the units represented by the global security. Those who own beneficial interests in a unit will do so through participants in the depositary's system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. We describe book-entry securities below under "Book-Entry Procedures and Settlement."

        In addition, we will issue each unit in registered form, unless otherwise specified in the applicable prospectus supplement.

BOOK-ENTRY PROCEDURES AND SETTLEMENT

        Each debt security, warrant, share of preferred stock, depositary share, purchase contract and unit in registered form will be represented either:

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by one or more global securities representing the entire issuance of securities; or



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by a certificate issued in definitive form to a particular investor.

Book-Entry System

        Unless otherwise specified in a prospectus supplement, we will issue each security in book-entry only form. This means that we will not issue actual notes or certificates. You will not receive a definitive note or other certificate representing your interest in the securities. Instead, we will issue global securities in registered form representing the entire issuance of securities. Each global security will be registered in the name of a financial institution that holds them as depository on behalf of other financial institutions that participate in that depository's book-entry system. These participating institutions, in turn, hold beneficial interests in the securities on their own behalf or on behalf of their customers.

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        If a security is registered on the books that we or the Trustee, warrant agent, depository, unit agent, trustee or other agent maintain in the name of a particular investor, we refer to that investor as the "holder" of that security. These persons are the legal holders of the securities. Consequently, for securities issued in global form, we will recognize only the depository as the holder of the securities and we will make all payments on the securities, including deliveries of any property other than cash, to the depository. The depository passes along the payments it receives from us to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depository and its participants are obligated to pass these payments along under agreements they have made with one another or with their customers, and they are not obligated to do so under the terms of the securities.

        As a result, investors will not own securities issued in book-entry form directly. Instead, they will own beneficial interests in a global security through a bank, broker, or other financial institution that participates in the depository's book-entry system or holds an interest through a participant in the depository's book-entry system. As long as the securities are issued in global form, investors will be indirect owners, and not holders, of the securities. The depository will not have knowledge of the actual beneficial owners of the securities.

Certificates in Registered Form

        In the future we may cancel a global security or issue securities initially in non-global, or certificated, form. We do not expect to exchange global securities for actual notes or certificates registered in the names of the beneficial owners of the global securities representing the securities unless:

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the depository, such as DTC, notifies us that it is unwilling or unable to continue as depository for the global securities or we become aware that the depository has ceased to be a clearing agency registered under the Exchange Act, and in any case we fail to appoint a successor to the depository within 90 calendar days; or



•

we, in our sole discretion, determine not to have any notes of a series represented by a global security.

        Upon the occurrence of either of the foregoing events, we will issue securities in certificated form in exchange for all outstanding global securities. An owner of a beneficial interest in the global securities to be exchanged will be entitled to delivery in definitive form of securities equal in principal amount to such beneficial interest and to have such securities registered in its name. Debt securities issued in definitive form will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof, except as otherwise specified in the applicable pricing supplement, and will be issued in registered form only, without coupons.

        You should read "Limitations on Issuance of Bearer Debt Securities and Bearer Warrants" for a description of certain restrictions on the issuance of individual bearer debt securities in exchange for beneficial interests in a global security.

Street Name Owners

        When actual notes or certificates registered in the names of the beneficial owners are issued, investors may choose to hold their securities in their own names or in street name. Securities held by an investor in street name would be registered in the name of a bank, broker, or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account that he or she maintains at that institution. For securities held in street name, we will recognize only the intermediary banks, brokers, and other financial institutions in whose names the securities are registered as the holders of those securities and we will make all payments on those securities, including deliveries of any property other than cash, to them. These institutions pass

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along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect owners, not holders, of those securities.

Legal Holders

        Our obligations, as well as the obligations of the Trustee under the Indentures and the obligations, if any, of any warrant agents, deposit agent, Property Trustee, and any other third parties employed by us, the Trustee, or any of those agents, run only to the holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, who hold the securities in street name, or who hold the securities by any other indirect means. This will be the case whether an investor chooses to be an indirect owner of a security or has no choice because we are issuing the securities only in global form. For example, once we make a payment or give a notice to the holder, we have no further responsibility for that payment or notice even if that holder is required, under agreements with depository participants or customers or by law, to pass it along to the indirect owners, but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose, such as to amend the Indenture for a series of debt securities or a warrant agreement for a series of warrants or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the Indenture, we would seek the approval only from the holders, and not the indirect owners, of the relevant securities. Whether and how the holders contact the indirect owners is up to the holders. When we refer to "you" in this section, we mean those who invest in the securities being offered by this prospectus, whether they are the holders or only indirect owners of those securities. When we refer to "your securities" in this section, we mean the securities in which you will hold a direct or indirect interest.

Special Considerations for Indirect Owners

        If you hold securities through a bank, broker, or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:

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how it handles payments on your securities and notices;



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whether you can provide contact information to the registrar to receive copies of notices directly;



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whether it imposes fees or charges;



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whether and how you can instruct it to exercise any rights to purchase or sell warrant property under a warrant or to exchange or convert a security for or into other property;



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how it would handle a request for the holders' consent, if required;



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whether and how you can instruct it to send you the securities registered in your own name so you can be a holder, if that is permitted at any time;



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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and



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if the securities are in book-entry form, how the depository's rules and procedures will affect these matters.

Depositories for Global Securities

        Each security issued in book-entry form and represented by a global security will be deposited with, and registered in the name of, one or more financial institutions or clearing systems, or their nominees, which we will select. These financial institutions or clearing systems that we select for any

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security are called "depositories." Each series of securities will have one or more of the following as the depositories:

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DTC;



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a financial institution holding the securities on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system, which is known as "Euroclear;"



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a financial institution holding the securities on behalf of Clearstream Banking, société anonyme, Luxembourg, which is known as "Clearstream;" and



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any other clearing system or financial institution named in the applicable prospectus supplement.

        The depositories named above also may be participants in one another's systems. For example, if DTC is the depository for a global security, investors may hold beneficial interests in that security through Euroclear or Clearstream as DTC participants. The depository or depositories for your securities will be named in the applicable prospectus supplement. If no depository is named, the depository will be DTC.

The Depository Trust Company

        The following is based on information on DTC's website at www.dtcc.com:

        DTC will act as securities depository for the securities. The securities will be issued as fully-registered securities registered in the name of Cede & Co., which is DTC's partnership nominee, or any other name as may be requested by an authorized representative of DTC. Generally, one fully registered global security will be issued for each issue of the securities, each in the aggregate principal amount of the issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of the issue.

        DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Exchange Act. DTC holds and provides asset servicing for over two million issues of United States and non-United States equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that its participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants. This eliminates the need for physical movement of certificates representing securities. Direct participants include both United States and non-United States securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, also subsidiaries of DTCC, as well as by NYSE Group, Inc., the American Stock Exchange LLC, and the NASD. Access to the DTC system is also available to others such as both United States and non-United States securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.

        Purchases of the securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC's records. The beneficial interest of each actual

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purchaser of each security is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchase. A beneficial owner, however, is expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of beneficial interests in the securities are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their beneficial interests in the securities, except if the use of the book-entry system for the securities is discontinued.

        To facilitate subsequent transfers, all securities deposited by direct participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the securities; DTC's records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        None of DTC, Cede & Co., or any other DTC nominee will consent or vote with respect to the securities unless authorized by a direct participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the regular record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the securities are credited on the regular record date. These participants are identified in a listing attached to the omnibus proxy.

        We will make payments of principal, any premium, interest, or other amounts on the securities in immediately available funds directly to Cede & Co., or any other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon DTC's receipt of funds and corresponding detail information from us, on the applicable payment date in accordance with their respective holdings shown on DTC's records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name. These payments will be the responsibility of these participants and not of DTC or any other party, subject to any statutory or regulatory requirements that may be in effect from time to time. Payment of principal and any premium or interest to Cede & Co., or any other nominee as may be requested by an authorized representative of DTC, is our responsibility. Disbursement of the payments to direct participants is the responsibility of DTC, and disbursement of the payments to the beneficial owners is the responsibility of the direct or indirect participants.

        We will send any redemption notices to DTC. If less than all of the securities of a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in the issue to be redeemed.

        DTC may discontinue providing its services as depository for the securities at any time by giving us reasonable notice. If this occurs, and if a successor securities depository is not obtained, we will print and deliver certificated securities.

        The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for its accuracy.

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Clearstream and Euroclear

        Each series of securities represented by a global security sold or traded outside the United States may be held through Clearstream or Euroclear, which provide clearing, settlement, depository, and related services for internationally traded securities. Both Clearstream and Euroclear provide a clearing and settlement organization for cross-border bonds, equities, and investment funds. Clearstream is incorporated under the laws of Luxembourg. Euroclear is incorporated under the laws of Belgium.

        Euroclear and Clearstream are securities clearance systems in Europe that clear and settle securities transactions between their participants through electronic, book-entry delivery of securities against payment. Euroclear and Clearstream may be depositories for a global security. In addition, if DTC is the depository for a global security, Euroclear and Clearstream may hold interests in the global security as participants in DTC. As long as any global security is held by Euroclear or Clearstream as depository, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream. If Euroclear or Clearstream is the depository for a global security and there is no depository in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States. Payments, deliveries, transfers, exchanges, notices, and other matters relating to the securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We have no control over those systems or their participants and we take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream on one hand, and participants in DTC, on the other hand, when DTC is the depository, also would be subject to DTC's rules and procedures.

        Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices, and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers, and other institutions are open for business in the United States. In addition, because of time-zone differences, United States investors who hold their interests in the securities through these systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchases or sales of their interests between the United States and European clearing systems, and those transactions may settle later than would be the case for transactions within one clearing system.

Clearstream

        Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry charges in accounts of Clearstream Participants, which eliminates the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.

        Conducting business in the domestic markets of several countries as a professional depositary, Clearstream is regulated by the Luxembourg Monetary Institute. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include some of the Underwriters. Indirect access to Clearstream is also available to others, such as banks,

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brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly.

        Distributions with respect to the securities that are held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, and to the extent received by the U.S. depositary for Clearstream.

Euroclear

        Euroclear was created in 1968 to hold securities for its participants ("Euroclear Participants") and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. The Euroclear System is owned by Euroclear Clearance System Public Limited Company ("ECSplc") and operated through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium (the "Euroclear Operator").

        The Euroclear Operator holds securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement of securities transactions between Euroclear Participants, and between Euroclear Participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries.

        The Euroclear Operator provides Euroclear Participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing and related services.

        Non-participants of Euroclear may hold and transfer book-entry interests in securities through accounts with a direct Euroclear Participant or any other securities intermediary that holds a book-entry interest in securities through one or more securities intermediaries standing between such other securities intermediary and the Euroclear Operator.

        The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the "Euroclear Terms and Conditions"). The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.

        All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Euroclear Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

        Distributions with respect to securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Euroclear Terms and Conditions, to the extent received by the U.S. depositary for Euroclear.

Definitive Securities

        Definitive securities may be issued upon:

          (i)  Euroclear and/or Clearstream being closed for a continuous period of 14 days (other than by reason of public holidays); and/or

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         (ii)  in the limited circumstances set forth in "Book-Entry Procedures and Settlement—Certificates in Registered Form" in the accompanying prospectus.

        Definitive securities can be transferred by presentation for registration to the registrar for the securities or other transfer agent at any of their specified offices and must be duly endorsed by the holder or his attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form satisfactory to us or the Trustee, warrant agent, deposit agent, or unit agent, as the case may be, duly executed by the holder or his attorney duly authorized in writing. We may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of definitive securities.

        For the purposes of this description, "business day" means any day, other than a Saturday or Sunday, that is not a day on which banks are authorized or required by law or regulation to close in New York and, where definitive securities have been issued, the relevant place of presentation.

Global Clearance and Settlement Procedures

        Initial settlement for the securities will be made in same day funds. Secondary market trading and transfers within DTC, Clearstream or Euroclear, as the case may be, will be made in accordance with the usual rules and operating procedures of those systems. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in same day funds using DTC's Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in registered form in same day funds.

        Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser's and seller's accounts are located to ensure that settlement can be made on the desired value date.

        Trading between DTC Purchasers and Sellers.    Secondary market trading between DTC participants will be settled using the procedures applicable to global bonds in same-day funds.

        Trading between Euroclear and/or Clearstream Participants.    Secondary market trading between Euroclear Participants and/or Clearstream Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

        Trading between DTC Seller and Euroclear or Clearstream Purchaser.    When securities are to be transferred from the account of a DTC participant to the account of a Euroclear or Clearstream Participant, the purchaser will send instructions to Euroclear or Clearstream through a Euroclear or Clearstream Participant, as the case may be, at least one business day before settlement. Euroclear or Clearstream will instruct its respective depositary to receive those securities against payment. Payment for the securities will then be made by the depositary to the DTC participant's account against delivery of the securities. After settlement has been completed, the securities will be credited to the respective clearing systems, and by the clearing system, in accordance with its usual procedures, to the Euroclear or Clearstream Participant's account. The securities credit will appear the next day (European time) and the cash debit will be back-valued to the value date, which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date and the trade fails, the Euroclear or Clearstream cash debit will be valued as of the actual settlement date.

        Euroclear and Clearstream Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit. However,

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under this approach, DTC participants may take on credit exposure to Euroclear and Clearstream until the interests in the Global Security are credited to their accounts one day later.

        As an alternative, if Euroclear or Clearstream has extended a line of credit to a Euroclear or Clearstream Participant, as the case may be, that Participant may elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Euroclear or Clearstream Participants purchasing securities would incur overdraft charges for one day, assuming they cleared the overdraft when the securities were credited to their accounts. However, interest on the securities would accrue from the value date. Therefore, in many cases the investment income on securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Participant's particular cost of funds.

        Since the settlement occurs during New York business hours, DTC participants can employ their usual procedures for transferring global bonds to the respective depositaries of Euroclear or Clearstream for the benefit of Euroclear or Clearstream Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC seller, a cross-market sale transaction will settle no differently than a trade between two DTC Participants.

        Trading between Euroclear or Clearstream Seller and DTC Purchaser.    Because the time zone difference operates in their favor, Euroclear and Clearstream Participants may employ their customary procedures for transactions in which securities are to be transferred by the respective clearing system, through its respective depositary, to a DTC participant. The seller will send instructions to Euroclear or Clearstream through a Euroclear or Clearstream Participant at least one business day before settlement. In these cases, Euroclear or Clearstream will instruct its respective depositary to credit the securities to the DTC participant's account against payment. The payment will then be reflected in the account of the Euroclear or Clearstream Participant on the following day, and receipt of the cash proceeds in the Euroclear or Clearstream Participant's account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York).

        If the Euroclear or Clearstream Participant has a line of credit in its respective clearing system and elects to be in a debt position in anticipation of receipt of the sale proceeds in its account, the back-valuation may substantially reduce or offset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date (that is, the trade fails), receipt of the cash proceeds in the Euroclear or Clearstream Participant's account would instead be valued as of the actual settlement date.

        Finally, day traders that use Euroclear or Clearstream to purchase securities from DTC participants for delivery to Euroclear or Clearstream Participants should note that these trades automatically fail on the sale side unless some form of affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:

          (i)  borrowing through Euroclear or Clearstream for one day (until the purchase side of the day trade is reflected in their Euroclear or Clearstream accounts) in accordance with the clearing system's customary procedures;

         (ii)  borrowing the securities in the United States from a DTC participant no later than one day before settlement, which would give the securities sufficient time to be reflected in their Euroclear or Clearstream account in order to settle the sale side of the trade; or

        (iii)  staggering the value date for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day before the value date for the sale to the Euroclear or Clearstream Participant.

        Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of securities among participants of DTC, Clearstream and Euroclear, they are not

41

obligated to perform or continue to perform these procedures. As a result, these procedures may be discontinued at any time.

        The information in this section concerning DTC, Clearstream, Euroclear and their book-entry systems has been obtained from sources that we believe to be accurate, but we assume no responsibility for the accuracy of this information. We are not responsible for DTC's, Clearstream's, Euroclear's or their participants' performance of their respective obligations, as they are described above or under the rules and procedures governing their respective operations.

Special Considerations for Global Securities

        As an indirect owner, an investor's rights relating to a global security will be governed by the account rules of the depository and those of the investor's financial institution or other intermediary through which it holds its interest (e.g., Euroclear or Clearstream if DTC is the depository), as well as general laws relating to securities transfers. We do not recognize this type of investor or any intermediary as a holder of securities. Instead, we deal only with the depository that holds the global security. If securities are issued only in the form of a global security, an investor should be aware of the following:

•

an investor cannot cause the securities to be registered in his or her own name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations described above;



•

an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of any legal rights relating to the securities;



•

an investor may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form;



•

an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;



•

the depository's policies will govern payments, deliveries, transfers, exchanges, notices, and other matters relating to an investor's interest in a global security, and those policies may change from time to time;



•

we, the Trustee, and any warrant agents will not be responsible for any aspect of the depository's policies, actions, or records of ownership interests in a global security;



•

we, the Trustee, and any warrant agents do not supervise the depository in any way;



•

the depository may require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and



•

financial institutions that participate in the depository's book-entry system and through which an investor holds his or her interest in the global securities, directly or indirectly, also may have their own policies affecting payments, deliveries, transfers, exchanges, notices, and other matters relating to the securities. Those policies may change from time to time. For example, if you hold an interest in a global security through Euroclear or Clearstream when DTC is the depository, Euroclear or Clearstream, as applicable, will require those who purchase and sell interests in that security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day. There may be more than one financial intermediary in the chain of

42

ownership for an investor. We do not monitor and are not responsible for the policies or actions or records of ownership interests of any of those intermediaries.

        Receipt by owners of beneficial interests in a temporary global security of payments relating to their interests will be subject to the restrictions discussed under "Limitations on Issuance of Bearer Securities."

        If interest is paid on a bearer global debt security, or if no interest has been paid but the bearer global debt security remains outstanding beyond a reasonable period of time after the restricted period (as defined in applicable U.S. Treasury regulations) has ended, the depository must provide us with a certificate to the effect that the owners of the beneficial interests in the bearer global security are non-U.S. persons or U.S. persons that are permitted to hold bearer debt securities under applicable U.S. Treasury regulations.

        In general, U.S. persons that are permitted to hold bearer debt securities are U.S. persons who acquire the securities through the foreign branch of certain U.S. financial institutions and certain U.S. financial institutions that hold the bearer debt securities for resale to non-U.S. persons or who hold the bearer debt securities on their own account through a foreign branch. The certificate must be provided within a reasonable period of time after the end of the restricted period, but in no event later than the date when interest is paid. The certificate must be based on statements provided to the depository by the owners of the beneficial interests.

LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES AND BEARER WARRANTS

        In compliance with U.S. federal income tax laws and regulations, bearer debt securities, including bearer debt securities in global form, will not be offered, sold, resold or delivered, directly or indirectly, in the United States or its possessions or to "United States persons," as defined below, except as otherwise permitted by certain U.S. Treasury regulations. Any underwriters, dealers or agents participating in the offerings of bearer debt securities, directly or indirectly, must agree that they will not, in connection with the original issuance of any bearer debt securities or during the "restricted period" (as defined in the Treasury regulations) offer, sell, resell or deliver, directly or indirectly, any bearer debt securities in the United States or to United States persons, other than as permitted by the Treasury regulations. In addition, any underwriters, dealers or agents must have procedures reasonably designed to ensure that their employees or agents who are directly engaged in selling bearer debt securities are aware of the restrictions on the offering, sale, resale or delivery of bearer debt securities.

        We will not deliver a bearer debt security (other than a temporary global bearer debt security) in connection with its original issuance or make payments on any bearer debt security until we have received the written certification provided for in the Indentures, the warrant agreement, the deposit agreement, the unit agreement or other applicable agreement or instrument. Each bearer debt security, other than a temporary global bearer debt security, will bear the following legend on the face of the security and on any interest coupons that may be detachable:

        "Any United States person who holds this obligation will be subject to limitations under the U.S. income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code."

        The legend also will be evidenced on any book-entry system maintained with respect to the bearer debt securities.

        The sections referred to in the legend provide, in general, that a U.S. taxpayer who holds a bearer security or coupon may not deduct any loss realized on the sale, exchange or redemption of the bearer security and any gain which otherwise would be treated as capital gain will be treated as ordinary income, unless the taxpayer is, or holds the bearer security or coupon through, a "financial institution" (as defined in the relevant Treasury regulations) and certain other conditions are satisfied.

        For these purposes, "United States" means the United States of America (including the District of Columbia), and its possessions. "United States person" generally means:

•

a citizen or resident of the United States;



•

a corporation or partnership (or other entity treated as a corporation or partnership for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia);



•

an estate whose income is subject to U.S. federal income taxation regardless of its source; or



•

a trust, if a court within the United States is able to exercise primary supervision over its administration, and one or more United States persons have the authority to control all of its substantial decisions.

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        The prospectus supplement relating to bearer warrants will describe any limitations on the offer, sale, delivery and exercise of bearer warrants (including a requirement that a certificate of non-U.S. beneficial ownership be delivered once a bearer warrant is exercised).

PLAN OF DISTRIBUTION

        We may sell the securities by any of the following methods:

•

to underwriters (including Bear Stearns) or dealers, who may act directly or through a syndicate represented by one or more managing underwriters (including Bear Stearns);



•

through broker-dealers (including Bear Stearns) we have designated to act on our behalf as agents;



•

directly to one or more purchasers;



•

directly to the public through Bear Stearns utilizing DAiSS^SM (Dutch Auction internet Syndication System^SM), a rules-based, proprietary, single-priced, modified Dutch Auction syndication system for the pricing and allocation of securities; or



•

through a combination of any of these methods of sale.

        Each prospectus supplement will describe the manner and terms of an offering of securities, including:

•

the names of any underwriters, dealers, or agents;



•

whether that offering is being made to underwriters or through agents or directly;



•

the rules and procedures for the auction process through DAiSS^SM, if used;



•

any underwriting discounts, dealer concessions, agency commissions and any other items that may be deemed to constitute underwriters', dealers' or agents' compensation;



•

the securities' purchase price or initial public offering price;



•

the proceeds we anticipate from the sale of the securities; and



•

any securities exchange on which the offered securities may be listed.

        We may enter into derivative or other hedging transactions with financial institutions. These financial institutions may in turn engage in sales of securities to hedge their position, deliver this prospectus in connection with some or all of those sales and use the securities covered by this prospectus to close out any loan of securities or short position created in connection with those sales.

        We may effect sales of securities in connection with forward sale agreements with third parties. Any distribution of securities pursuant to any forward sale agreement may be effected from time to time in one or more transactions that may take place through the NYSE, including block trades or ordinary broker's transactions, or through broker-dealers acting either as principal or agent, or through privately negotiated transactions, or through an underwritten public offering, or through a combination of any such methods of sale, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated or fixed prices.

        We may also sell securities short using this prospectus and deliver securities covered by this prospectus to close out any loan of securities or such short positions, or loan or pledge securities to financial institutions that in turn may sell the securities using this prospectus.

        We may pledge or grant a security interest in some or all of the securities covered by this prospectus to support a derivative or hedging position or other obligation and, if we default in the

44

performance of our obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant to this prospectus.

Distribution Through Underwriters

        When securities are to be sold to underwriters, we will execute an underwriting agreement with them at the time of the sale and will name them in the prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, the underwriters' obligations to purchase those securities will be subject to certain conditions set forth in the underwriting agreement. If the underwriters purchase any of the securities, they will be obligated to purchase all of the securities. The underwriters will acquire the securities for their own accounts as principal and may resell them, either directly to the public or to securities dealers, at various times in one or more transactions, including negotiated transactions, either at a fixed public offering price or at varying prices determined at the time of sale. The underwriters may sell the offered securities to or through dealers, and those dealers may receive discounts, concessions, or commissions from the underwriters as well as from the purchasers for whom they may act as agent.

Distribution Through Dealers

        We may offer and sell securities from time to time to one or more dealers who would purchase the securities as principal. The dealers then may resell the offered securities to the public at fixed or varying prices to be determined by those dealers at the time of resale. We will set forth the names of the dealers and the terms of the transaction in the prospectus supplement. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Distribution Through Agents

        We may offer and sell securities on a continuous basis through agents that become parties to an underwriting or distribution agreement. We will name any agent involved in the offer and sale and describe any commissions payable by us in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, the agent will be acting on a best efforts basis during the appointment period.

General Information

        To the extent that any securities underwritten by Bear Stearns are not resold by Bear Stearns for an amount at least equal to their public offering price, the proceeds from the offering of those securities will be reduced. Until resold, any such preferred stock and depositary shares will be treated as if they were not outstanding. Bear Stearns intends to resell any of those securities at various times after the termination of the offering at varying prices related to prevailing market prices at the time of sale, subject to applicable prospectus delivery requirements.

        Securities bought in accordance with a redemption or repayment under their terms also may be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing by one or more firms acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed by them.

        If so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase securities at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a future date specified in the prospectus supplement. These contracts will be

45

subject only to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commissions payable for solicitation of these contracts.

        Underwriters, dealers and agents participating in any distribution of securities may be deemed "underwriters" within the meaning of the Securities Act and any discounts or commissions they receive in connection with the distribution may be deemed to be underwriting compensation. Those underwriters and agents may be entitled, under their agreements with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution by us to payments that they may be required to make in respect of those civil liabilities. Various of those underwriters or agents may be customers of, engage in transactions with or perform services for us or our affiliates in the ordinary course of business.

        Following the initial distribution of any series of securities (and in the case of shares of preferred stock, subject to obtaining approval or exemption from the NYSE), Bear Stearns may offer and sell previously issued securities of that series at various times in the course of its business as a broker-dealer. Bear Stearns may act as principal or agent in those transactions. Bear Stearns will use this prospectus and the prospectus supplement applicable to those securities in connection with those transactions. Sales will be made at prices related to prevailing prices at the time of sale or at related or negotiated prices. Our other affiliates, including BSIL, may also engage in such transactions and may use this prospectus and any applicable prospectus supplement for such purpose.

        In this prospectus, the terms "offering" means the initial offering of the securities made in connection with their original issuance. This term does not refer to any subsequent resales of securities in market-making transactions. Information about the trade and settlement dates, as well as the purchase price, for a market-making transaction will be provided to the purchaser in a separate confirmation of sale. Unless we or an agent inform you in your confirmation of sale that your security is being purchased in its original offering and sale, you may assume that you are purchasing your security in a market-making transaction.

        In order to facilitate the offering of certain securities under this Registration Statement or an applicable prospectus supplement, certain persons participating in the offering of those securities may engage in transactions that stabilize, maintain or otherwise affect the price of those securities during and after the offering of those securities. Specifically, if the applicable prospectus supplement permits, the underwriters of those securities may over-allot or otherwise create a short position in those securities for their own account by selling more of those securities than have been sold to them by us and may elect to cover any such short position by purchasing those securities in the open market.

        In addition, the underwriters may stabilize or maintain the price of those securities by bidding for or purchasing those securities in the open market and may impose penalty bids, under which selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of securities to the extent that it discourages resales of the securities. No representation is made as to the magnitude or effect of any such stabilization or other transactions. Such transactions, if commenced, may be discontinued at any time.

        Each series of offered securities will be a new issue of securities and will have no established trading market. Any underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but such underwriters will not be obligated to do so and may discontinue any market-making at any time without notice. The offered securities may or may not be listed on a national securities exchange. No assurance can be given as to the liquidity or trading market for the offered securities.

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        The underwriters, dealers and agents, and their affiliates may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business.

        This prospectus, the applicable prospectus supplement and any applicable pricing supplement in electronic format may be made available on the Internet sites of, or through other online services maintained by, us and/or one or more of the agents and/or dealers participating in an offering of securities, or by their affiliates. In those cases, prospective investors may be able to view offering terms online and, depending upon the particular agent or dealer, prospective investors may be allowed to place orders online.

        Other than this prospectus, the applicable prospectus supplement and any applicable pricing supplement in electronic format, the information on our or any agent's or dealer's web site and any information contained in any other web site maintained by any agent or dealer is not part of this prospectus, the applicable prospectus supplement and any applicable pricing supplement or the registration statement of which they form a part; has not been approved or endorsed by us or by any agent or dealer in its capacity as an agent or dealer, except, in each case, with respect to the respective web site maintained by such entity; and should not be relied upon by investors.

        We may from time to time offer securities directly to the public through Bear Stearns and may utilize DAiSS^SM, a rules-based, proprietary, single-priced, modified Dutch Auction syndication system for the pricing and allocation of such securities. DAiSS^SM allows bidders to directly participate, through Internet access to an auction site, by submitting conditional offers to buy (each, a "bid") that are subject to acceptance by the underwriter, and which may directly affect the price at which such securities are sold.

        The final offering price at which securities will be sold and the allocation of securities among bidders will be based solely on the results of the auction, subject to possible stabilization activity previously described.

        During an auction, DAiSS^SM will present to each bidder, on a real-time basis, the clearing spread at which the offering would be sold, based on the bids submitted and not withdrawn, and whether a bidder's individual bids would be accepted, prorated or rejected. Upon completion of the auction, the offering price of the securities will be the lowest spread at which the aggregate dollar amount of bids submitted, and not removed, at that spread and lower spreads equals or exceeds the size of the offering as disclosed in the prospectus supplement which is the final clearing spread. If DAiSS^SM is utilized, prior to the auction we and Bear Stearns will establish minimum admissible bids, maximum quantity restrictions and other specific rules governing the auction process, all of which will be made available to bidders in the offering cul-de-sac and described in the prospectus supplement.

        Bids at a lower spread than the final clearing spread will be fully allocated. Bids at the final clearing spread will be prorated based on the time of submission and pursuant to the allocation procedures in the auction rules. Bids above the final clearing spread will receive no allocation.

        If an offering is made using DAiSS^SM you should review the auction rules, as displayed in the offering cul-de-sac and described in the prospectus supplement, for a more detailed description of the offering procedures.

        The maximum commission or discount to be received by any NASD member or independent broker-dealer will not be greater than eight percent of the gross proceeds from the sale of any security being sold in the initial distribution.

        Because Bear Stearns and BSIL are our wholly owned subsidiaries, each distribution of securities will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules. Furthermore, any underwriters offering the offered securities will not confirm sales to any accounts over which they exercise discretionary authority without the prior approval of the customer.

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ERISA CONSIDERATIONS

        Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), prohibits the borrowing of money, the sale of property and certain other transactions involving the assets of plans that are qualified under the Code ("Qualified Plans") or individual retirement accounts ("IRAs") and persons who have certain specified relationships to them. Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), prohibits similar transactions involving employee benefit plans that are subject to ERISA ("ERISA Plans"). Qualified Plans, IRAs and ERISA Plans are referred to as "Plans."

        Persons who have such specified relationships are referred to as "parties in interest" under ERISA and as "disqualified persons" under the Code. "Parties in interest" and "disqualified persons" encompass a wide range of persons, including any fiduciary (for example, investment manager, trustee or custodian) of a Plan, any person providing services (for example, a broker) to a Plan, the Plan sponsor, an employee organization any of whose members are covered by the Plan, and certain persons related to or affiliated with any of the foregoing.

        The purchase and/or holding of securities by a Plan with respect to which we, Bear Stearns, BSSC and/or certain of our affiliates is a fiduciary and/or a service provider (or otherwise is a "party in interest" or "disqualified person") would constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, unless such securities are acquired or held pursuant to and in accordance with an applicable statutory or administrative exemption. Each of us, Bear Stearns and BSSC is considered a "disqualified person" under the Code or "party in interest" under ERISA with respect to many Plans, although neither we nor Bear Stearns can be a "party in interest" to any IRA other than certain employer sponsored IRAs, as only employer sponsored IRAs are covered by ERISA.

        Applicable administrative exemptions may include certain prohibited transaction class exemptions (for example, Prohibited Transaction Class Exemption ("PTCE") 8414 relating to qualified professional asset managers, PTCE 9623 relating to certain in house asset managers, PTCE 9138 relating to bank collective investment funds, PTCE 901 relating to insurance company separate accounts and PTCE 9560 relating to insurance company general accounts).

        It should also be noted that the Pension Protection Act of 2006 was recently passed by Congress and contains a new statutory exemption from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code for transactions involving certain parties in interest or disqualified persons who are such merely because they are a service provider to a Plan, or because they are related to a service provider. Generally, the new exemption would be applicable if the party to the transaction with the Plan is a party in interest or a disqualified person to the Plan but is not (i) an employer, (ii) a fiduciary who has or exercises any discretionary authority or control with respect to the investment of the Plan assets involved in the transaction, (iii) a fiduciary who renders investment advice (within the meaning of ERISA and Section 4975 of the Code) with respect to those assets, or (iv) an affiliate of (i), (ii) or (iii). Any Plan fiduciary relying on this new statutory exemption (Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code) and purchasing securities on behalf of a Plan will be deemed to have made a determination that the Plan is paying no more than, and is receiving no less than, adequate consideration in connection with the transaction, which is a necessary precondition to utilizing this new exemption. Any purchaser that is a Plan is encouraged to consult with counsel regarding the application of the new exemption.

        A fiduciary who causes a Plan to engage, directly or indirectly, in a nonexempt prohibited transaction may be subject to a penalty under ERISA, and may be liable for any losses to the Plan resulting from such transaction. Code Section 4975 generally imposes an excise tax on disqualified persons who engage, directly or indirectly, in nonexempt transactions with the assets of Plans subject to

48

such Section. If an IRA engages in a prohibited transaction, the assets of the IRA are deemed to have been distributed to the IRA beneficiaries.

        In accordance with ERISA's general fiduciary requirements, a fiduciary with respect to any ERISA Plan who is considering the purchase of securities on behalf of such plan should consider the foregoing information and the information set forth in the applicable prospectus supplement and any applicable pricing supplement, and should determine whether such purchase is permitted under the governing plan document and is prudent and appropriate for the ERISA Plan in view of its overall investment policy and the composition and diversification of its portfolio. Fiduciaries of Plans established with, or for which services are provided by, us, Bear Stearns, BSSC and/or certain of our affiliates should consult with counsel before making any acquisition. Each purchaser of any securities, the assets of which constitute the assets of one or more Plans, and each fiduciary that directs such purchaser with respect to the purchase or holding of such securities, will be deemed to represent that the purchase, holding and disposition of the securities does not and will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available.

        Certain employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA) and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA), are not subject to Section 406 of ERISA or Section 4975 of the Code. However, such plans may be subject to the provisions of applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code. Fiduciaries of such plans ("Similar Law Plans") should consider applicable Similar Law when investing in the securities. Each fiduciary of a Similar Law Plan will be deemed to represent that the Similar Law Plan's acquisition and holding of the securities will not result in a nonexempt violation of applicable Similar Law.

        The sale of any security to a Plan or a Similar Law Plan is in no respect a representation by us or any of our affiliates that such an investment meets all relevant legal requirements with respect to investments by Plans or Similar Law Plans generally or any particular Plan or Similar Law Plan, or that such an investment is appropriate for a Plan or a Similar Law Plan generally or any particular Plan or Similar Law Plan.

LEGAL MATTERS

        The validity of the securities will be passed upon for us by Cadwalader, Wickersham & Taft LLP, New York, New York, USA. Certain legal matters relating to the laws of England and Wales are being passed upon for us by Cadwalader, Wickersham & Taft LLP, London, England.

EXPERTS

        The consolidated financial statements, the related financial statement schedule, and management's report on the effectiveness of internal control over financial reporting incorporated by reference in this Registration Statement from the Company's Annual Report on Form 10-K for the year ended November 30, 2005, as amended by Amendment No. 1 on Form 10-K/A, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion on the consolidated financial statements and related financial statement schedule and include an explanatory paragraph referring to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123," in 2003, discussed in Note 1 to the consolidated financial statements, (2) express an unqualified opinion on management's assessment regarding the effectiveness of internal control over financial reporting, and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting), and

49

have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        With respect to the unaudited interim financial information for the periods ended February 28, 2006 and 2005 and May 31, 2006 and 2005 which are incorporated by reference in this Registration Statement, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their reports included in the Company's Quarterly Reports on Form 10-Q for the quarters ended February 28, 2006 and May 31, 2006, and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not a "report" or a "part" of the Registration Statement prepared or certified by Deloitte & Touche LLP within the meaning of Sections 7 and 11 of the Act.

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You should only rely on the information contained in this prospectus. We have not authorized anyone to provide you with information or to make any representation to you that is not contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This is not an offer to sell these securities, nor an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not under any circumstances assume that the information in this prospectus is correct on any date after its respective dates.

TABLE OF CONTENTS

Prospectus
Where You Can Find More Information	1
The Bear Stearns Companies Inc.	2
Use of Proceeds	4
Description of Debt Securities	4
Description of Warrants	16
Description of Preferred Stock	21
Description of Depositary Shares	25
Description of Purchase Contracts	28
Description of Units	31
Book-Entry Procedures and Settlement	33
Limitations On Issuance Of Bearer Debt Securities And Bearer Warrants	43
Plan of Distribution	44
ERISA Considerations	48
Legal Matters	49
Experts	49

The Bear Stearns Companies Inc.

Debt Securities
Warrants
Preferred Stock
Depositary Shares
Purchase Contracts
Units

PROSPECTUS

Bear, Stearns & Co. Inc.

August 16, 2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

        The following table sets forth all expenses in connection with the issuance and distribution of the securities being registered. All amounts shown are estimated, except the SEC registration fee and the NASD filing fee.

SEC registration fee			*
Trustee's fees and expenses		$	20,000
Accounting fees			10,000
Legal fees and expenses			300,000
Printing and engraving fees			20,000
NASD filing fee			75,500
Miscellaneous			15,000
*	In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrants are deferring payment of the registration fee.		440,500

Item 15.    Indemnification of Directors and Officers.

        Reference is made to Section 145 of the Delaware General Corporation Law which provides for indemnification of directors and officers in certain circumstances.

        Article VIII of the registrant's Restated Certificate of Incorporation provides for indemnification of directors and officers of the registrant against certain liabilities incurred as a result of their duties as such and also provides for the elimination of the monetary liability of directors for certain actions as such. The registrant's Restated Certificate of Incorporation, as amended, is filed as Exhibit 4(a)(1) to the Registration Statement on Form S-3 (No. 333-57083) filed June 17, 1998, and the Certificate of Amendment of Restated Certificate of Incorporation, dated April 2, 2001, is filed as Exhibit 4(a)(2) to the Registration Statement on Form S-8 (No. 333-92357) filed June 14, 2001.

        We, as registrant, have in effect reimbursement insurance for our directors' and officers' liability claims and directors' and officers' liability insurance indemnifying, respectively, ourselves and our directors and officers within specific limits for certain liabilities incurred, subject to the conditions and exclusions and deductible provisions of the policies.

        For the undertaking with respect to indemnification, see Item 17 in this prospectus.

Item 16.    Exhibits.

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
1(a)	Form of Underwriting Agreement (Debt Securities and Warrants).	*
1(b)	Form of Distribution Agreement (Medium Term Notes).	*
1(c)	Form of Distribution Agreement (IncomeNotesSM).	*
1(d)	Form of Underwriting Agreement (Global Notes).	*

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1(e)	Form of Underwriting Agreement (DAiSSSM Offering).	*
1(f)	Form of Underwriting Agreement (Preferred Stock).	*
4(a)(1)	Senior Indenture, dated as of May 31, 1991, between The Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank).	Incorporated by reference to the similarly numbered exhibit to the registrant's Registration Statement No. 33-40933 on Form S — 3.
4(a)(2)	Supplemental Indenture, dated as of January 29, 1998, between The Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank).	Exhibit 4(a)(2) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 1998.
4(a)(3)	Form of Subordinated Indenture.	*
4(b)(1)	Form of Medium-Term Note, Series B (Fixed Rate).	Exhibit 4(b)(9) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2003.
4(b)(2)	Form of Medium-Term Note, Series B (Floating Rate).	Exhibit 4(b)(10) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2003.
4(b)(3)	Form of Medium Term Note, Series C (Fixed Rate).	*
4(b)(4)	Form of Medium Term Note, Series C (Floating Rate).	*
4(b)(5)	Form of Global Note.	Exhibit 4(b)(11) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2003.
4(c)(1)	Form of Warrant Agreement, including form of Warrant Certificate, for warrants to purchase debt securities.	Exhibit 4(c)(1) to the registrant's Registration Statement No. 33-44521.
4(c)(2)	Form of Warrant Agreement, including form of Warrant Certificate (for warrants to be sold separately from debt securities), for warrants to purchase debt securities.	Exhibit 4(c)(2) to the registrant's Registration Statement No. 33-44521 on Form S-3.
4(c)(3)	Form of Warrant Agreement for warrants to purchase other securities, currencies or units.	Exhibit 4(c)(3) to the registrant's Registration Statement No. 33-48829 on Form S-3.
4(d)(1)	Restated Certificate of Incorporation of the registrant.	Exhibit No. 4(a)(1) to the registrant's Registration Statement on Form S-3 (File No. 333-57083).

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4(d)(2)	Certificate of Amendment of Restated Certificate of Incorporation of the registrant.	Exhibit No. 4(a)(2) to the Registration Statement on Form S-8 (File No. 333-92357).
4(d)(3)	Certificate of Stock Designation relating to the registrant's 6.15% Cumulative Preferred Stock, Series E.	Exhibit No. 1.4 to the registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 14, 1998.
4(d)(4)	Certificate of Stock Designation relating to the registrant's 5.72% Cumulative Preferred Stock, Series F.	Exhibit No. 1.4 to the registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 20, 1998.
4(d)(5)	Certificate of Stock Designation relating to the registrant's 5.49% Cumulative Preferred Stock, Series G.	Exhibit No. 1.4 to the registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 18, 1998.
4(d)(6)	Certificate of Elimination of the Cumulative Convertible Preferred Stock, Series A; Cumulative Convertible Preferred Stock, Series B; Cumulative Convertible Preferred Stock, Series C; and Cumulative Convertible Preferred Stock, Series D of the registrant.	Exhibit No. 4(d)(9) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2002.
4(d)(7)	Certificate of Elimination of the 7.88% Cumulative Preferred Stock, Series B of the registrant.	Exhibit No. 4(d)(10) to the registrant's Current Report on Form S-K filed with the Securities and Exchange Commission on January 15, 2002.
4(d)(8)	Certificate of Elimination of the 7.60% Cumulative Preferred Stock, Series C of the registrant.	Exhibit No. 4(d)(11) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2002.
4(d)(9)	Certificate of Elimination of the Adjustable Rate Cumulative Preferred Stock, Series A of the registrant.	Exhibit 4(a)(9) to the Post-Effective Amendment No. 2 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 25, 2004.
4(d)(10)	Amended and Restated By-laws of the registrant.	Exhibit No. 4(d)(6) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2002.
4(d)(11)	Form of Deposit Agreement.	Exhibit 4(d) to the registrant's Registration Statement No. 33-59140 on Form S-3.
4(d)(12)	Specimen Depositary Receipt.	Exhibit 4(e) to the registrant's Registration Statement No. 33-59140 on Form S-3.
4(d)(13)	Form of Purchase Contract (included in Exhibit 4(d)(14)).	*

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4(d)(14)	Form of Unit Agreement.	*
5	Opinion of Cadwalader, Wickersham & Taft LLP.	*
8	Opinion of Cadwalader, Wickersham & Taft LLP regarding tax issues.	*
12	Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.	Exhibit 12 to the registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 13, 2006 and Exhibit 12 to the registrant's Current Reports on Form 10-Q filed with the Securities and Exchange Commission on April 10, 2006 and July 10, 2006.
15	Letter of Deloitte & Touche LLP RE: AUDITED INTERIM FINANCIAL INFORMATION	*
23(a)	Consent of Deloitte & Touche LLP.	*
23(b)	Consent of Cadwalader, Wickersham & Taft LLP (included in Exhibit 5 and Exhibit 8).	*
24	Power of attorney (included in the signature pages to the Registration Statement).	*
25	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank) (separately bound).	Exhibit 25 to the registrant's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 30, 2004.

*

Filed herewith.

Item 17.    Undertakings.

        The undersigned registrant hereby undertakes:

        (a)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 242(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this prospectus; and

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(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings set forth in subparagraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

        (b)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (d)   That, for the purpose of determining liability under the Securities Act to any purchaser:

(A)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and



(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

        (e)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (f)    That, for the purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (g)   To supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

        (h)   To file an application for the purpose of determining the eligibility of the trustees to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and the registrant regulations prescribed by the SEC under section 305(b)(2) of the Act.

        (i)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 of this registration statement, or otherwise (other than insurance), the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, in connection with the securities being registered, the registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 16, 2006.

THE BEAR STEARNS COMPANIES INC.
BY:	/s/  SAMUEL L. MOLINARO JR. Samuel L. Molinaro Jr. Executive Vice President and Chief Financial Officer

        We, the undersigned officers and directors of The Bear Stearns Companies Inc., hereby severally constitute, James E. Cayne, Alan D. Schwartz, Warren I. Spector and Samuel L. Molinaro Jr., and any of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our name in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement on Form S-3 filed by The Bear Stearns Companies Inc. with the Securities and Exchange Commission (and any additional Registration Statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended (and all further amendments, including post-effective amendments, thereto)), and generally to do all such things in our name and on our behalf in such capacities to enable The Bear Stearns Companies Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or any of them, to any and all such amendments.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 16, 2006.

Signature	Title
/s/  JAMES E. CAYNE James E. Cayne	Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director
Henry S. Bienen	Director
/s/  CARL D. GLICKMAN Carl D. Glickman	Chairman of the Executive Committee and Director
/s/  ALAN C. GREENBERG Alan C. Greenberg	Director

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Donald J. Harrington	Director
/s/  FRANK T. NICKELL Frank T. Nickell	Director
/s/  PAUL A. NOVELLY Paul A. Novelly	Director
/s/  FREDERIC V. SALERNO Frederic V. Salerno	Director
/s/  ALAN D. SCHWARTZ Alan D. Schwartz	President, Co-Chief Operating Officer and Director
/s/  WARREN J. SPECTOR Warren J. Spector	President, Co-Chief Operating Officer and Director
/s/  VINCENT TESE Vincent Tese	Director
/s/  WESLEY S. WILLIAMS, JR. Wesley S. Williams, Jr.	Director
/s/  SAMUEL L. MOLINARO JR. Samuel L. Molinaro Jr.	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/  JEFFREY M. FARBER Jeffrey M. Farber	Controller (Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
1(a)	Form of Underwriting Agreement (Debt Securities and Warrants).	*
1(b)	Form of Distribution Agreement (Medium Term Notes).	*
1(c)	Form of Distribution Agreement (IncomeNotesSM).	*
1(d)	Form of Underwriting Agreement (Global Notes).	*
1(e)	Form of Underwriting Agreement (DAiSSSM Offering).	*
1(f)	Form of Underwriting Agreement (Preferred Stock).	*
4(a)(1)	Senior Indenture, dated as of May 31, 1991, between The Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank).	Incorporated by reference to the similarly numbered exhibit to the registrant's Registration Statement No. 33-40933 on Form S-3.
4(a)(2)	Supplemental Indenture, dated as of January 29, 1998, between The Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank).	Exhibit 4(a)(2) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 1998.
4(a)(3)	Form of Subordinated Indenture.	*
4(b)(1)	Form of Medium-Term Note, Series B (Fixed Rate).	Exhibit 4(b)(9) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2003.
4(b)(2)	Form of Medium-Term Note, Series B (Floating Rate).	Exhibit 4(b)(10) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2003.
4(b)(3)	Form of Medium Term Note, Series C (Fixed Rate).	*
4(b)(4)	Form of Medium Term Note, Series C (Floating Rate).	*
4(b)(5)	Form of Global Note.	Exhibit 4(b)(11) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2003.

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4(c)(1)	Form of Warrant Agreement, including form of Warrant Certificate, for warrants to purchase debt securities.	Exhibit 4(c)(1) to the registrant's Registration Statement No. 33-44521.
4(c)(2)	Form of Warrant Agreement, including form of Warrant Certificate (for warrants to be sold separately from debt securities), for warrants to purchase debt securities.	Exhibit 4(c)(2) to the registrant's Registration Statement No. 33-44521 on Form S-3.
4(c)(3)	Form of Warrant Agreement for warrants to purchase other securities, currencies or units.	Exhibit 4(c)(3) to the registrant's Registration Statement No. 33-48829 on Form S-3.
4(d)(1)	Restated Certificate of Incorporation of the registrant.	Exhibit No. 4(a)(1) to the registrant's Registration Statement on Form S-3 (File No. 333-57083).
4(d)(2)	Certificate of Amendment of Restated Certificate of Incorporation of the registrant.	Exhibit No. 4(a)(2) to the Registration Statement on Form S-8 (File No. 333-92357).
4(d)(3)	Certificate of Stock Designation relating to the registrant's 6.15% Cumulative Preferred Stock, Series E.	Exhibit No. 1.4 to the registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 14, 1998.
4(d)(4)	Certificate of Stock Designation relating to the registrant's 5.72% Cumulative Preferred Stock, Series F.	Exhibit No. 1.4 to the registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 20, 1998.
4(d)(5)	Certificate of Stock Designation relating to the registrant's 5.49% Cumulative Preferred Stock, Series G.	Exhibit No. 1.4 to the registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 18, 1998.
4(d)(6)	Certificate of Elimination of the Cumulative Convertible Preferred Stock, Series A; Cumulative Convertible Preferred Stock, Series B; Cumulative Convertible Preferred Stock, Series C; and Cumulative Convertible Preferred Stock, Series D of the registrant.	Exhibit No. 4(d)(9) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2002.
4(d)(7)	Certificate of Elimination of the 7.88% Cumulative Preferred Stock, Series B of the registrant.	Exhibit No. 4(d)(10) to the registrant's Current Report on Form S-K filed with the Securities and Exchange Commission on January 15, 2002.
4(d)(8)	Certificate of Elimination of the 7.60% Cumulative Preferred Stock, Series C of the registrant.	Exhibit No. 4(d)(11) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2002.

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4(d)(9)	Certificate of Elimination of the Adjustable Rate Cumulative Preferred Stock, Series A of the registrant.	Exhibit 4(a)(9) to the Post-Effective Amendment No. 2 to Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 25, 2004.
4(d)(10)	Amended and Restated By-laws of the registrant.	Exhibit No. 4(d)(6) to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2002.
4(d)(11)	Form of Deposit Agreement.	Exhibit 4(d) to the registrant's Registration Statement No. 33-59140 on Form S-3.
4(d)(12)	Specimen Depositary Receipt.	Exhibit 4(e) to the registrant's Registration Statement No. 33-59140 on Form S-3.
4(d)(13)	Form of Purchase Contract (included in Exhibit 4(d)(14)).	*
4(d)(14)	Form of Unit Agreement.	*
5	Opinion of Cadwalader, Wickersham & Taft LLP.	*
8	Opinion of Cadwalader, Wickersham & Taft LLP regarding tax issues.	*
12	Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.	Exhibit 12 to the registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 13, 2006 and Exhibit 12 to the registrant's Current Reports on Form 10-Q filed with the Securities and Exchange Commission on April 10, 2006 and July 10, 2006.
15	Letter of Deloitte & Touche LLP RE: AUDITED INTERIM FINANCIAL INFORMATION	*
23(a)	Consent of Deloitte & Touche LLP.	*
23(b)	Consent of Cadwalader, Wickersham & Taft LLP (included in Exhibit 5 and Exhibit 8).	*
24	Power of attorney (included in the signature pages to the Registration Statement).	*
25	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank) (separately bound).	Exhibit 25 to the registrant's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 30, 2004.

*

Filed herewith.

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QuickLinks

TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
THE BEAR STEARNS COMPANIES INC.
USE OF PROCEEDS
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF WARRANTS
DESCRIPTION OF PREFERRED STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF PURCHASE CONTRACTS
DESCRIPTION OF UNITS
BOOK-ENTRY PROCEDURES AND SETTLEMENT
PLAN OF DISTRIBUTION
ERISA CONSIDERATIONS
LEGAL MATTERS
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX

EX-1.A

Exhibit 1(a)

$                            

Debt Securities and Warrants

THE BEAR STEARNS COMPANIES INC.

UNDERWRITING AGREEMENT

                      , 20  

$                            

THE BEAR STEARNS COMPANIES INC.

Debt Securities and Warrants

UNDERWRITING AGREEMENT

                  , 20  

To the Representatives
listed on Schedule I hereto
of the Underwriters named
in Schedule II hereto
c/o Bear, Stearns & Co. Inc.
383 Madison Ave.
New York, New York 10179

Dear Sirs:

The Bear Stearns Companies Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) the principal amount of senior debt securities (“Debt Securities”) and/or warrants to purchase Debt Securities (“Warrants”) of the Company identified in Schedule I attached hereto (the Debt Securities and Warrants being collectively referred to herein as the “Securities”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.

Unless otherwise specified in Schedule I, the Debt Securities are to be issued under an Indenture, dated as of May 31, 1991, as supplemented by the First Supplemental Indenture, dated as of January 29, 1998 and as further amended or supplemented from time to time (the “Indenture”), between the Company and Manufacturers Hanover Trust Company, a New York corporation, as Trustee (the “Trustee”). The Warrants will be issued under one or more warrant agreements (the warrant agreement relating to any issue of Warrants to be sold pursuant to this Agreement will be identified in Schedule I) between the Company and the warrant agent identified in such warrant agreement (the “Warrant Agreement”). The Debt Securities issuable upon exercise of a Warrant are referred to herein as Warrant Securities. The Debt Securities and Warrants may be offered either together or separately. The Securities are more fully described in the Final Prospectus referred to below and in Schedule I attached hereto. The Company confirms as follows its agreement with the Underwriters:

1.Representations and Warranties of the Company.    The Company represents and warrants to, and agrees with, the several Underwriters as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (b) hereof.

(a)The Company has filed an automatic shelf registration statement, as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), including a base prospectus, with the Securities and Exchange Commission (the “Commission”) for the registration of the Securities, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “Regulations”), Registration Statement No. 333-[•] on Form S-3, not earlier than three years prior to the date hereof. Such registration statement became, and any post-effective amendment thereto will become, effective upon its filing with the Commission. The Company may have used a Preliminary Final Prospectus, each of which, if any, has previously been furnished to you. The offering of the Securities is a Delayed Offering and, accordingly, it is not necessary that any further information with respect to the Securities and the offering thereof required by the 1933 Act and the rules thereunder to be included in the Final Prospectus have been included in an amendment to such registration statement prior to the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2), (3) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein.

(b)The terms which follow, when used in this Agreement, shall have the meanings indicated. The term the “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Basic Prospectus” shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including any Preliminary Final Prospectus. “Preliminary Final Prospectus” shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus. “Final Prospectus” shall mean the prospectus supplement relating to the Securities that are first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus. “Registration Statement” shall mean the various parts of the registration statement referred to in paragraph (a) above, including all exhibits thereto and the documents incorporated by reference in the Final Prospectus contained in such Registration Statement at the time such part of the Registration Statement becomes effective, each as amended at the Execution Time and, in the event any post-effective amendment thereto becomes effective prior to the Closing Time (as hereinafter defined), shall also mean such registration statement as so amended. “Rule 415,” “Rule 424” and “Regulation S-K” refer to such rules or regulation under the 1933 Act. Any reference herein to the Registration Statement, the Basic

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Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date of such Registration Statement, Basic Prospectus, Preliminary Final Prospectus, or Final Prospectus, as the case may be; and any reference to any amendment or supplement with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include post-effective amendment to the Registration Agreement, any prospectus supplement and any documents filed under the 1934 Act and incorporated by reference in such Registration Statement, Basic Prospectus, Preliminary Final Prospectus, or Final Prospectus, as the case may be, and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the Effective Date that is incorporated by reference in such Registration Statement. The “Disclosure Package” shall mean (i) the Basic Prospectus and any Preliminary Final Prospectus, (ii) each “issuer free writing prospectus” (as defined in Rule 433 under the 1933 Act (“Rule 433”)) relating to the Securities (an “Issuer Free Writing Prospectus”), if any, and (iii) the Permitted Issuer Information (as defined in paragraph (e)(i) below) contained in any “free writing prospectus” (as defined in Rule 405 under the 1933 Act (“Rule 405”)) (a “Free Writing Prospectus”) with respect to which an Underwriter has obtained the Company’s prior written consent pursuant to paragraph 3(o) below. A “Delayed Offering” shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered.

(c)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(d)The Company has the corporate power and authority to enter into this underwriting agreement (this “Agreement”), and the Warrant Agreement, if any, and to issue, sell and deliver the Securities. This Agreement, and the Warrant Agreement, if any, has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Indenture has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Indenture has been duly qualified under the Trust Indenture Act.

(e)(i)On the Effective Date, and at all times subsequent thereto to and including the Closing Time (as defined in Section 2), and during such longer period as a prospectus (or in lien thereof, the notice referred to in Rule 173(a) under the 1933 Act) may be required to be delivered in connection with sales by the Underwriters or a dealer, and during such longer period until any post-effective amendment to the Registration Statement shall become effective, the Registration Statement (including any post-effective amendment) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Final Prospectus) will contain all statements which are required to be stated therein in accordance with the 1933 Act, the Trust Indenture Act, and the Regulations, will conform in all material respects

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with the requirements of the 1933 Act, the Trust Indenture Act, and the Regulations, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading, and no event will have occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Final Prospectus which has not then been set forth in such an amendment or supplement; and each Basic Prospectus and each Preliminary Final Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading. Each Issuer Free Writing Prospectus (including, without limitation, any “road show” that constitutes a “free writing prospectus” under Rule 433) does not and will not conflict with the information in the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus, conformed or will conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission on the date of first use, and, when considered together with the Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The “issuer information” (as defined in Rule 433) included in each Free Writing Prospectus used or referred to by any Underwriter with the prior written consent of the Company (“Permitted Issuer Information”), when considered together with the Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made in this subsection (i), however, with respect to any information contained in or omitted from (i) the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use in the Registration Statement or such Basic Prospectus, Preliminary Final Prospectus, Final Prospectus or any Issuer Free Writing Prospectus, (ii) information other than Permitted Issuer Information contained in any Free Writing Prospectus included in the Disclosure Package and (iii) the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except statements or omissions in such Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein.

(f)Neither the Commission nor the “blue sky” or securities authority of any jurisdiction has issued an order (a “Stop Order”) suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, suspending the registration or qualification of the Securities or suspending the qualification of the Indenture, nor has any of such authorities instituted or, to the knowledge of the Company, threatened to institute any proceedings with respect to a Stop Order in any jurisdiction in which the Securities are to be sold, nor, with respect to accuracy at the Closing Time, has there been any Stop Order instituted or, to the knowledge of the Company, threatened on or after the effective date of the Registration Statement in any jurisdiction.

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(g)The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, at the time they were or hereafter are filed with the Commission, complied or when so filed will comply in all material respects with the requirements of the 1933 Act, 1934 Act or Trust Indenture Act, as applicable, and the rules and regulations thereunder and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(h)Since the respective dates as of which information is given in the Registration Statement and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(i)Except for Bear, Stearns & Co. Inc. (“Bear Stearns”) and Bear, Stearns Securities Corp. (“BSSC”), no subsidiary of the Company is a “significant subsidiary” as defined in Rule 405 of Regulation C of the Regulations; each of Bear Stearns and BSSC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the operations, business or properties of the company and its subsidiaries considered as one enterprise; and all of the issued and outstanding capital stock of Bear Stearns and BSSC has been duly authorized and validly issued and is fully paid and nonassessable and was not issued in violation of or subject to preemptive rights, and, except for directors’ qualifying shares, is owned directly or indirectly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, equity or other defect of title whatsoever.

(j)The Securities have been duly authorized (or will have been so authorized prior to each issuance of Securities) and when the Securities have been executed and authenticated in the manner set forth in the Indenture or Warrant Agreement, as the case may be, and are issued and delivered against payment therefor as provided in this Agreement, such Securities will have been duly executed (assuming due authentication by the Trustee or Warrant Agent), authenticated, issued and delivered, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture or Warrant Agreement, as the case may be, and will be enforceable as to the Company in accordance with their terms. The Indenture substantially complies with the 1933 Act, the Trust Indenture Act and the Regulations, and the Indenture, the Warrant Agreement, if any, and the Securities conform and will conform to the descriptions thereof contained in the Disclosure Package and the Final Prospectus.

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(k)The Warrant Securities, if any, have been duly authorized (or will have been so authorized prior to issuance) for issuance and sale upon the exercise of the Debt Warrants, and, when issued, authenticated and delivered in the manner set forth in the Indenture against payment of the exercise price in accordance with the terms of the Warrant Agreement, the Warrant Securities will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and will be enforceable as to the Company in accordance with their terms. The Warrant Securities, if any, will conform at the time of their issuance in all material respects to all statements relating thereto in the Final Prospectus.

(l)The execution, delivery and performance of this Agreement and Warrant Agreement, if any, the performance of the Indenture, the issuance, authentication and sale of the Securities and the consummation by the Company of the transactions contemplated hereby and thereby will not (A) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) or require consent under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries considered as one enterprise pursuant to, the terms of any contract, agreement, indenture, mortgage, loan agreement, note, lease or other instrument, franchise, license or permit to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets may be bound or subject, or (B) violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, or any law, judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body or any arbitrator having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, is required for the execution, delivery and performance of this Agreement or the Warrant Agreement, if any, or the performance of the Indenture and the consummation of the transactions contemplated hereby and thereby, including the issuance, authentication, sale and delivery of the Securities, except for (1) such as may be required under state and foreign securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters and (2) such as have been made or obtained or will be made or obtained before the Closing Time under the 1933 Act and Trust Indenture Act.

(m)[              ], the accountants who certified the financial statements included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K which is included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus and audited the Company’s internal control over financial reporting and management’s assessment thereof, were independent public accountants at the time such statements were certified and during the periods covered by such statements as required by the 1933 Act and the Regulations.

(n)[                      ], the accountants who certified the financial statements included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K which is incorporated by reference in the Disclosure Package and the Final

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Prospectus, were independent public accountants at the time such statements were certified and during the periods covered by such statements as required by the 1933 Act and the Regulations.

(o)The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Disclosure Package and the Registration Statement and the Final Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the consolidated results of their operations for the periods specified; and said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (except to the extent that certain footnote disclosures regarding any stub period may have been omitted in accordance with the 1934 Act and the rules and regulations thereunder) applied on a consistent basis.

(p)Except as may be set forth in the Disclosure Package and the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body or arbitrator, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company, Bear Stearns or BSSC, except those which do not and in the future will not have a material adverse effect on the financial condition, results of operations, business or properties of the company and its subsidiaries considered as one enterprise, or which is required to be disclosed in the Registration Statement, the Disclosure Package or the Final Prospectus; and there are no contracts or documents of the Company, Bear Stearns or BSSC which are required to be filed as exhibits to the Registration Statement by the 1933 Act or the Regulations which have not been so filed.

(q)The Company, Bear Stearns and BSSC possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or the failure to obtain which, individually or in the aggregate, would have a material adverse effect on the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, and neither the Company, Bear Stearns nor BSSC has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(r)The Company was not at the time of the initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Securities, is not on the date hereof and will not be at the Closing Time, an “ineligible issuer” (as defined in Rule 405). The Company has not made any offer relating to the Securities or distributed any offering materials in connection with the offering of the Securities other than the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, and any Issuer Free Writing Prospectus listed on Schedule VI hereto to which Bear Stearns had previously consented in writing.

(s)At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant

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to Section 13 or 15(d) of the 1934 Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act.

(t)(A) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Final Prospectus as amended or supplemented, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; and (B) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

2.Purchase, Sale and Delivery of the Securities.    On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Company, at the purchase price set forth in Schedule I attached hereto, the principal amount of Securities set forth opposite the respective names of the Underwriters in Schedule II attached hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II attached hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the “Underwriters’ Securities” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called “Contract Securities.”

If so provided in Schedule I attached hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts (“Delayed Delivery Contracts”), substantially in the form of Schedule III attached hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Underwriters, at the Closing Time, the percentage set forth in Schedule I attached hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery

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Contract must be for not less than the minimum principal amount set forth in Schedule I attached hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I attached hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II attached hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II attached hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II attached hereto less the aggregate principal amount of Contract Securities.

Except as otherwise provided in this Section 2, payment of the purchase price for, and delivery of, the Underwriters’ Securities to be purchased by the Underwriters shall he made at the offices of Bear Stearns or at such other place in the New York City metropolitan area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, on the date and at the time specified in Schedule I attached hereto (unless postponed in accordance with the provisions of Section 8), or such other time and date as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer of federal funds payable to the account of the company specified by it against delivery to you for the respective accounts of the Underwriters of the Underwriters’ Securities to be purchased by them. The Securities shall be in temporary or definitive form (and, if in temporary form, exchangeable for the Securities in definitive form, when prepared, without charge) which shall be in such denominations and registered in such names as you may request in writing at least two business days prior to Closing Time, provided that such Securities may be represented by a global certificate registered in the name of Cede & Co., as nominee of The Depository Trust Company (“Cede”), or to such other accounts as you may direct. Such Securities, in either definitive or temporary form, will be made available for examination and packaging by you on or before the first business day prior to Closing Time unless represented by a global certificate.

[Delivery at the Closing Time of any Underwriters’ Securities that are (i) Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the “Global Debt Security”) evidencing the Securities that are Debt Securities in bearer form and (ii) Warrants in bearer form shall be effected only by delivery of a single permanent global Warrant (the “Global Warrant”) evidencing the Securities that are Warrants in bearer form, in each case to a common depositary for Centrale de Livraison de Valeurs Mobilieres S.A. (“CEDEL”) for credit to the respective accounts at CEDEL of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security or Global Warrant shall be delivered to the Representatives not later than the Closing Time, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security or Global Warrant, as the case may be, by the method and in the form set forth herein. The Company shall cause definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the Indenture; provided, however, that the Global Debt Security shall be

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exchangeable for definitive Debt Securities in bearer form only on or after the date specified for such purpose in the Final Prospectus. The Warrants shall be evidenced only by a Global Warrant until their expiration.]

3.Covenants of the Company.    The Company covenants and agrees with the several Underwriters as follows:

(a)The Company will notify you immediately, and confirm such notice in writing, (i) when any amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Issuer Free Writing Prospectus or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of a Stop Order suspending the effectiveness of the Registration Statement (including any post-effective amendment thereto) or the use of the Final Prospectus or any Issuer Free Writing Prospectus or of the initiation, or the threatening, of any proceedings therefor, (iv) of the receipt of any comments from the Commission and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation, or threatening, of any proceeding for that purpose. If the Commission shall propose or enter a Stop Order at any time, the Company will make every reasonable effort to prevent the issuance of any such Stop Order and, if issued, to obtain the withdrawal of such order as soon as possible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Final Prospectus before or after the Effective Date to which you shall reasonably object in writing after being given advance notice of its intention to file and furnished in advance a copy thereof.

(b)During the time when a prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered hereunder or under the 1933 Act, the Company will comply with all requirements imposed upon it by the 1933 Act and the Trust Indenture Act, as now existing and as hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealing in, the Securities in accordance with the provisions thereof and the Final Prospectus. If during such time any event shall have occurred as a result of which, in the judgment of the Company, you or your counsel, the Final Prospectus or the Disclosure Package as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus or the Disclosure Package or Registration Statement to comply with the 1933 Act, the Trust Indenture Act or the Regulations, or if there shall occur any material change affecting any of the representations and warranties in Section 1, the Company will notify you promptly and prepare and file with the Commission, the London Stock Exchange and all other applicable bodies an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission and will deliver to the several Underwriters, without charge, such number of copies thereof as may be reasonably requested by the Underwriters; provided that the Company will promptly notify you if such judgment has been reached by it.

(c)The Company will promptly deliver to you a copy of the Registration Statement, including exhibits and all amendments thereto, and the Company will promptly

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deliver without charge to each of the several Underwriters such number of copies of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, all Issuer Free Writing Prospectuses, the Registration Statement, and all amendments of and supplements to such documents, if any, as may be reasonably requested by the Underwriters.

(d)The Company will endeavor in good faith, in cooperation with you to timely qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take action which would subject it to general service of process in any jurisdiction where it is not now so subject or to conduct its business in a manner in which it is not currently so conducting its business.

(e)The Company will make generally available (within the meaning of Section 11(a) of the 1933 Act and Rule 158 of the Regulations) to its security holders and to you as soon as practicable an earnings statement which need not be audited but which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations.

(f)The Company will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required in connection with the offering or sale of the Securities.

(g)During the period of one year after the date hereof, the Company will furnish to you (i) as soon as publicly available, a copy of each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, annual report to stockholders and definitive proxy statement of the Company filed with the Commission under the 1934 Act or mailed to stockholders and (ii) from time to time, such other information concerning the Company as the Underwriters may reasonably request.

(h)The Company will apply the proceeds from the sale of the Securities as set forth under the caption “Use of Proceeds” in the Final Prospectus.

(i)Prior to the Closing Time, the Company shall furnish to you, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries, for any periods subsequent to the periods covered by the financial statements appearing or incorporated by reference in the Registration Statement and the Final Prospectus.

(j)The Company will file no amendment or supplement to the Registration Statement or the Final Prospectus at any time, whether before or after the effective date of the Registration Statement, unless such filing shall comply with the 1933 Act, the Trust Indenture Act, and the Regulations and unless you shall previously have been advised of such filing and furnished with a copy thereof, and you and your counsel shall have approved such filing.

(k)The Company will comply with all provisions of all undertakings contained in the Registration Statement.

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(l)The Company consents to the use of the Final Prospectus and the Disclosure Package or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for such period of time thereafter as the Final Prospectus is required by law to be delivered in connection therewith.

(m)The Company shall maintain, in accordance with the rules and regulations of the Commission, all Issuer Free Writing Prospectuses not required to be filed pursuant to the rules and regulations of the Commission. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus would, in the judgment of Bear Stearns or the Company, conflict with the information in the Registration Statement, the Disclosure Package or the Final Prospectus as then amended or supplemented or would, in the judgment of Bear Stearns or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading, or if to comply with the 1933 Act, the 1934 Act or the rules and regulations of the Commission, it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify Bear Stearns promptly and prepare, subject to Section 3(b) hereof, an Issuer Free Writing Prospectus or other document (in form and substance satisfactory to Bear Stearns) which will correct such statement, omission or conflict or effect such compliance.

(n)The Company will not, without the prior written consent of Bear Stearns, make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus.

(o)Each Underwriter severally covenants and agrees with the Company that such Underwriter will not use or refer to any Free Writing Prospectus without the prior written consent of the Company where the use or reference to such Free Writing Prospectus might require the filing of any “issuer information” (as defined in Rule 433) with the Commission.

(p)The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act.

(q)The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

[4.Covenants of the Underwriters. (a) Each of the several Underwriters agrees with the Company that:

(i)except to the extent permitted under U.S Treas. Reg. Section 1.163-5(c)(2)(i)(D) (the “D Rules”), (A) it has not offered or sold, and during the restricted period will not offer or sell, Debt Securities in bearer form (including any Debt Security in global form that is exchangeable for Debt Securities in bearer form) to a person who is within the United States or its possessions or to a United States person and (B) it has not delivered and will not deliver within the United States or its possessions definitive Debt Securities in bearer form that are sold during the restricted period;

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(ii)it has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Debt Securities in bearer form are aware that such Debt Securities may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

(iii)if it is a United States person, it is acquiring the Debt Securities in bearer form for purposes of resale in connection with their original issuance, and if it retains Debt Securities in bearer form for its own account, it will only do so in accordance with the requirements of US. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6);

(iv)if it transfers to any affiliate Debt Securities in bearer form for the purpose of offering or selling such Debt Securities during the restricted period, it will either (A) obtain from such affiliate for the benefit of the Company the representations and agreements contained in clauses (i), (ii) and (iii) or (B) repeat and confirm the representations and agreements contained in clauses (i), (ii) and (iii) on such affiliate’s behalf and obtain from such affiliate the authority to so obligate it;

(v)it will obtain for the benefit of the Company the representations and agreements contained in clauses (i), (ii), (iii) and (iv) from any person other than its affiliate with whom it enters into a written contract, as defined in U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(4) for the offer or sale during the restricted period of Debt Securities in bearer form; and

(vi)it will comply with or observe any other restrictions or limitations set forth in the Final Prospectus on persons to whom, or the jurisdictions in which, or the manner in which, the Debt Securities may be offered, sold, resold or delivered.

All other terms used in the preceding paragraph have the meaning given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules. The restricted period is defined at U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(B)(7).

(b)Each of the several Underwriters agrees with the Company that:

(i)except to the extent permitted under the D Rules, (A) it has not offered or sold Warrants in bearer form to a person who is within the United States or its possessions or to a United States person and (B) it will not offer or sell Warrants in bearer form at any time to a person who is within the United States or its possessions or to a United States person;

(ii)it has in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Warrants in bearer form are aware that such Warrants may not be offered or sold at any time to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

(iii)if it is a United States person, it is acquiring the Warrants in bearer form for purposes of resale in connection with their original issuance, and if it retains Warrants in

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bearer form for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6);

(iv)if it transfers to any affiliate Warrants in bearer form for the purpose of offering or selling such Warrants, it will either (A) obtain from such affiliate for the benefit of the Company the representations and agreements contained in clauses (i), (ii) and (iii) or (B) repeat and confirm the representations and agreements contained in clauses (i), (ii) and (iii) on such affiliate’s behalf and obtain from such affiliate the authority to so obligate it;

(v)it will obtain for the benefit of the Company the representations and agreements contained in clauses (i), (ii), (iii) and (iv) from any person other than its affiliate with whom it enters into a written contract, as defined in U.S. Treas. Reg. Section 1.163(c)(2)(i)(D)(4) for the offer or sale of Warrants in bearer form; and

(vi)it will comply with or observe any other restrictions or limitations set forth in the Final Prospectus on persons to whom, or the jurisdictions in which, or the manner in which, the Warrants may be offered, sold, resold or delivered.

Terms used in the preceding paragraph have the meaning given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.]

5.Payment of Expenses.        Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following:  (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all costs and expenses related to the issuance, authentication, transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon; (iii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Indenture, the Warrant Agreement, if any, any Blue Sky and legal investment memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 3(d) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment memoranda; (v) any fees charged by securities rating agencies for rating the Securities; (vi) any filing fees incident to any required reviews by the National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities if the Securities are so rated; (vii) the costs and expenses of any qualified independent underwriter which may be required by the rules and regulations of the NASD; (viii) all costs and expenses incident to listing the Securities on the New York Stock Exchange, Inc. (“NYSE”) or other national securities exchange; (ix) the cost of preparing certificates for the Securities and the cost and charges of The Depository Trust Company, Inc. and its nominee for acting as depository for the Securities and otherwise effecting any book entry

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ownership system for the Securities; (x) the cost and charges of any transfer agent, calculation agent, registrar or disbursing agent; and (xi) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section and Sections 7 and 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

If this Agreement is entered into and the purchase of Securities by the Underwriters pursuant to this Agreement is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 11(b) hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

6.Conditions of Underwriters’ Obligations.

The obligations of the several Underwriters to purchase and pay for the Securities, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company, herein contained, as of the date hereof and at the Closing Time to the absence from any certificates, opinions, written statements or letters furnished to you pursuant to this Section 6 or to your counsel, [              ] (collectively, “Underwriters’ Counsel”) pursuant to this Section 6 of any misstatement or omission, to the performance by the Company of its obligations hereunder in all material respects and to the following additional conditions:

(a)If filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b).

(b)At the Closing Time (i) no Stop Order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act, and no proceeding under the 1933 Act or 1934 Act therefor shall have been initiated or threatened by the Commission, or, with respect to the filing of any Form 8-A under the 1934 Act, by any national securities exchange; no stop order suspending or preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with or such requests shall have been otherwise satisfied; (ii) the rating assigned by any nationally recognized securities rating agency to any debt securities, preferred stock or other obligations of the Company as of the date of this Agreement shall not have been lowered since the execution of this Agreement and no such agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities or preferred stock of the Company; and (iii) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there shall not have been any material adverse change in, or any adverse development which materially affects, the

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financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, the effect of which is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Final Prospectus;

(c)At the Closing Time and substantially to the effect set forth in Schedule IV, you shall have received the opinion of Cadwalader, Wickersham & Taft LLP, counsel for the Company, dated the Closing Time, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

(d)At the Closing Time, you shall have received the opinion of [                  ], counsel of the Company, or another counsel reasonably acceptable to Underwriter’s Counsel, dated the Closing Time and substantially to the effect set forth in Schedule V, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

(e)At the Closing Time, you shall have received a certificate of the President or any Executive Vice President and the Chief Financial Officer or the Controller of the Company, dated the Closing Time, to the effect that the conditions set forth in subsections (a) and (b) of this Section 6 have been satisfied, that as of the date hereof and at the Closing Time, the representations and warranties of the Company set forth in Section 1 hereof are accurate, and that at the Closing Time, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed in all material respects.

(f)At each of the Execution Date and the Closing Time, you shall have received a letter (which may be an update or “bringdown” letter) from [                  ], independent public accountants for the Company and its subsidiaries, dated the date of delivery and substantially to the effect set forth in Schedule VI, addressed to the Underwriters and in form and scope reasonably satisfactory to you.

(g)All proceedings taken in connection with the sale of the Securities as contemplated herein shall be satisfactory in form and scope to you and to Underwriters’ Counsel, and the Underwriters shall have received from said Underwriters’ Counsel an opinion, dated the Closing Time, with respect to the issuance and sale of the Securities, the Disclosure Package, the Registration Statement and the Final Prospectus and any amendments or supplements to the Registration Statement, the Disclosure Package or the Final Prospectus, and such other related matters, as you may reasonably require, and the Company shall have furnished to Underwriters’ Counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h)Prior to the Closing Time, the Company shall have furnished to you such further information, certificates and documents as you may reasonably request.

(i)The NASD, upon review of the terms of the public offering of the Securities, shall have no objections to the fairness of the underwriting terms and arrangements of the offering.

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(j)The resolutions required by Section 3.1 of the Indenture relating to the Securities shall have been adopted by the Board of Directors of the Company or an authorized committee thereof.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to you or to Underwriters’ Counsel pursuant to this Section 6 shall not be in all material respects reasonably satisfactory in form and scope to you and to Underwriters’ Counsel, all your obligations hereunder may be cancelled by you at, or at any time prior to, the Closing Time. Notice of such cancellation shall be given to the Company in writing, or by telephone, telex or telecopy, confirmed in writing.

7.Indemnification.    

(a)The Company agrees to indemnify and hold harmless each Underwriter, their affiliates (if any) and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which you or any such person may become subject under the 1933 Act, the 1934 Act, or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement (other than that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except for statements or omissions in such Registration Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein) or any amendment thereto, (B) any related Basic Prospectus, Preliminary Final Prospectus, or Final Prospectus or in any amendment or supplement thereto, (C) any Issuer Free Writing Prospectus or any amendment or supplement thereto or (D) any Permitted Issuer Information, (ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any related Preliminary Final Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus or any Permitted Issuer Information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) arise out of or are based upon any breach or alleged breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement; provided, however, that the Company will not be liable to any Underwriter or any person so controlling such Underwriter in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through you expressly for use therein, such written information being as set forth in the penultimate sentence of subsection (b) below or (y) any failure of such Underwriter to deliver the Final Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the 1933 Act) to a purchaser of Securities as required by applicable law. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement and shall extend, upon the same terms and conditions, to each person, who controls any Underwriter within the meaning of the 1933 Act.

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(b)Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all out-of-pocket expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), to which they or any of them may become subject under the 1933 Act, the 1934 Act, or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement or any amendment thereto, (B) any related Basic Prospectus, Preliminary Final Prospectus or the Final Prospectus, or in any amendment or supplement thereto or (C) any Issuer Free Writing Prospectus or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any related Basic Prospectus, Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through you expressly for use therein. For all purposes of this Agreement, the identification of the name of, and the principal amount of Securities to be purchased by, each of the Underwriters, the amounts of the selling concession and reallowance, and the stabilization language set forth under the heading “Underwriting” in the Final Prospectus constitute the only information furnished in writing by or on behalf of any Underwriter expressly for inclusion in any Basic Prospectus or Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the Registration Statement (as from time to time amended or supplemented), or any amendment or supplement thereto. This indemnity will be in addition to any liability which any Underwriter may otherwise have, including under this Agreement; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discounts and commissions received by such Underwriter.

(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and

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expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties, it being understood, however, that the indemnifying party shall not, in connection with any one such claim, action or proceeding or separate but substantially similar or related claims, actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (together with appropriate local counsel) at any time for the indemnified party or parties, which firm shall be designated in writing by the indemnified party or parties, unless such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the other indemnified party or parties (in which case the indemnifying party shall be liable for the fees and expenses of only one additional separate firm (together with appropriate local counsel) for such indemnified party or parties at any time)), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this Section 6 to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

8.Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 7 hereof is for any reason held to be unavailable from the Company or is insufficient to hold harmless a party indemnified thereunder, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and out-of-pocket expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company, any contribution received by the Company from persons, other than the Underwriters, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, officers of the Company who signed the Registration Statement and directors of the Company) to which the Company and one or more of the Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or, if such allocation is not permitted by applicable law or indemnification is not available as a result of the indemnifying party not having received notice as provided in Section 7 hereof, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and commissions

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received by the Underwriters, respectively, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 8, (i) in no case shall any Underwriter (except as may be provided in any Agreement Among Underwriters) be liable or responsible for any amount in excess of the underwriting discount applicable to the Securities purchased by such Underwriter hereunder, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act shall have the same rights to contribution as such Underwriter, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of the preceding sentence of this Section 8. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 8 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

9.Default by an Underwriter.    (a)  If any Underwriter or Underwriters shall default at the Closing Time in its or their obligation to purchase Securities hereunder and if the principal amount of Securities with respect to which such default relates does not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate [      ]% of the principal amount of Securities which all Underwriters have agreed to purchase hereunder then such principal amount of Securities to which the default relates shall be purchased by the nondefaulting Underwriters in proportion to their respective commitments hereunder.

(b)If such default relates to more than [      ]% of the principal amount of Securities, you may in your discretion arrange for yourself or for another party or parties (including any nondefaulting Underwriter or Underwriters who so agree) to purchase such principal amount of Securities to which such default relates on the terms contained herein. If within five calendar days after such a default you do not arrange for the purchase of such principal amount of Securities to which such default relates as provided in this Section 9, this Agreement shall thereupon terminate, without liability on the part of the Company with respect

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thereto (except in each case as provided in Sections 5, 7 and 8 hereof) or the several Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other several Underwriters and the Company for damages occasioned by its or their default hereunder.

(c)If the principal amount of Securities to which the default relates is to be purchased by the nondefaulting Underwriters, or is to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Time for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, any Issuer Free Writing Prospectus or the Final Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Final Prospectus which, in the opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

10.Survival of Representations and Agreements.     All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement, including the representations and warranties contained in Section 1, the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Securities to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8, 10 and 13 hereof shall survive the termination of this Agreement including pursuant to Section 11 hereof.

Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in subsection (a) of Section 7 hereof, the representations and warranties in subsections (b), (c) and (f) of Section 1 hereof and any representation or warranty as to the accuracy of the Registration Statement or the Final Prospectus contained in any certificate furnished by the Company pursuant to Section 6 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the 1933 Act, shall not extend to the extent of any interest therein of a controlling person or partner of an Underwriter who is a director, officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the 1933 Act. Unless in the opinion of counsel for the Company the matter has been settled by controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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11.Effective Date of This Agreement and Termination.    (a)  This Agreement shall become effective as of the time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by you for offering by the Underwriters or dealers by letter or telegram, whichever shall first occur. You or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 11, by giving the notice indicated in Section 11(c) before the time this Agreement becomes effective.

(b)You shall have the right to terminate this Agreement at any time prior to the Closing Time if, after the date hereof:  (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the securities markets; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the NYSE or the American Stock Exchange or in the over-the-counter market; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or on the United States is such as to make it, in the judgment of the Underwriters, impracticable to market the Securities; (v) any restriction materially adversely affecting the distribution of the Securities which was not in effect on the date hereof shall have become effective; or (vi) there shall have been such change in the market for the securities of the Company or securities in general or in political, financial or economic conditions as in your judgment makes it inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Final Prospectus.

(c)Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.

12.Notice.   All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and, if sent to you, shall be mailed, delivered, or telexed or telecopied and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, NY 10179, Attention:  Corporate Finance Department; if sent to the Company, shall be mailed, delivered, or telexed or telecopied and confirmed in writing to the Company, 383 Madison Avenue, New York, NY 10179, Attention:  Chief Financial Officer.

13.Parties.   Subject to the restrictions pertaining to Bear Stearns set forth in the foregoing sentence, the Company shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Underwriters when the same shall have been given by any of you on behalf of the Underwriters. This Agreement shall inure solely to the benefit of, and shall be binding upon, the several Underwriters, the Company and the controlling persons, directors, officers, employees and agents referred to in Sections 7 and 8, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities from any of the Underwriters.

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Notwithstanding anything contained in this Agreement to the contrary, all of the obligations of the Underwriters hereunder are several and not joint.

14.Counterparts.   This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.Construction.    This Agreement shall be construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

23

If the foregoing correctly sets forth the understanding between you and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Very truly yours,
THE BEAR STEARNS COMPANIES INC.
By:
	Name:
	Title:

Accepted as of the date first
above written.

BEAR, STEARNS & CO. INC.,

on behalf of each of the Underwriters

By:

Name:

Title:

SCHEDULE I

Underwriting Agreement dated                           

Registration Statement No.:   33-                            

Representative:  Bear, Stearns & Co. Inc.

Address for communications to the Representative:
	c/o	Bear, Stearns & Co. Inc.
		383 Madison Avenue
		New York, NY 10179
		Attention:	Peter J. Aranow
			Corporate Finance Department

Debt Securities:

Title, Purchase Price and Description of Securities:

Title:

Principal Amount:

Interest Rate:      %. Payable:

Date of Maturity:

Form of Debt Securities:  [Registered]  [Bearer]

Purchase Price and Currency:

Public Offering Price:

Sinking Fund Provisions:

Redemption Provisions:

Current Ratings:

Other Provisions:  As described in the Final Prospectus

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Closing Date, Time and Location:

Date:

Time:

Location:

Whether Securities to Be Represented by Separate Certificates Rather than a Global Certificate:

Restrictions on Resale by Underwriters:

Delayed Delivery Contracts:  [authorized] [not authorized]

Delivery Date:

Minimum Contract:

Maximum Aggregate Principal Amount:

Fee:        %

Warrants:

Title, Purchase Price and Description of Securities:

Warrant Agreement:

Number of Warrants to Be Issued:

Form of Warrants:  [Registered]  [Bearer]

Purchase Price:

Public Offering Price:

Date Exercisable:

Expiration Date:

Exercise Price:

Closing Date, Time and Location:

Date:

Time:

Location:

I-2

Restrictions on Resale by Underwriters:

Delayed Delivery Contracts:  [authorized]  [not authorized]

Delivery Date:

Minimum Contract:

Maximum Number of Warrants:

Fee:          %

Warrant Securities:

Principal Amount Purchasable upon Exercise of One Warrant:

Interest Rate:          %.Payable:

Date of Maturity:

Form of Warrant Securities:  [Registered] [Bearer]

Sinking Fund Provisions:

Redemption Provisions:

Other Provisions:

I-3

SCHEDULE II

Underwriters		Principal Amount of Securities  to be Purchased
Bear, Stearns & Co. Inc.		$
	Total	$

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SCHEDULE III

Debt Securities and Warrants

DELAYED DELIVERY CONTRACT

                            , 20  

The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York 10179
Attention:                                        

Dear Sirs:

The undersigned hereby agrees to purchase from The Bear Stearns Companies Inc. (the “Company”), and the Company agrees to sell to the undersigned on       , 20     (the “Delivery Date”), $                                     principal amount of the Company’s [insert title of security] (the “Securities”), offered by the Company’s Prospectus, dated                     , 20  , as supplemented by its Prospectus Supplement, dated                        , 20    , receipt of which is hereby acknowledged, at a purchase price of [    % of the principal amount of Debt Securities, plus accrued interest from             , 20    , to the Delivery Date,] [and] [$                 per Warrant] and on the further terms and conditions set forth in this contract.

Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or its order by wire transfer of federal funds, at the office of Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date.

The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (i) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company, on or before             , 20    , shall have sold to the Underwriters of the Securities (the “Underwriters”) such principal amount of the Securities as is to be sold to them pursuant to the Underwriting Agreement, dated         , 20    , between the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment.

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Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.

By the execution hereof, the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms.

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

It is understood that the Company will not accept Delayed Delivery Contracts for an aggregate amount of Securities in excess of $               and that the acceptance of any Delayed Delivery Contracts is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such copy is so mailed or delivered.

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This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State.

Yours very truly,
(Name of Purchaser)
By:
	Name:
	Title:
(Address of Purchaser)

Accepted as of the date first above written.

THE BEAR STEARNS COMPANIES INC.
By:
	Name:
	Title:

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PURCHASER - - PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows:  (Please print)

Name Telephone No.
(including Area Code)

III-4

SCHEDULE IV

1.Each of the Company, Bear, Stearns & Co. Inc. (“Bear Stearns”) and Bear, Stearns Securities Corp. (“BSSC”) is a corporation validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Final Prospectus. Each of the Company, Bear Stearns and BSSC is duly qualified to transact business and is in good standing as a foreign corporation in the State of New York. All of the outstanding shares of capital stock of Bear Stearns and BSSC is owned of record and, to the best of our knowledge, beneficially by the Company and by Bear Stearns, respectively, in each case free and clear, to the best of our knowledge, of any lien, security interest or other encumbrance.

2.The execution, delivery and performance by the Company of the Indenture and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Indenture has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.The Company has all requisite corporate power to authorize, create and issue the Securities, and the Securities, when duly executed by the Company, authenticated by the Trustee, or the Warrant Agent, if applicable, pursuant to the terms of the Indenture, or the Warrant Agreement, if applicable, and sold and delivered by the Company pursuant to the Underwriting Agreement will be duly authorized and legally issued and will constitute binding obligations of the Company entitled to the benefits of the Indenture in accordance with the terms of such Securities, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The statements in the Final Prospectus under the caption “Description of the Debt Securities” and “Description of Warrants” insofar as they purport to summarize certain provisions of documents specifically referred to therein, are accurate summaries in all material respects of such provisions.

4.The Company has all requisite corporate power and authority to execute and deliver the Underwriting Agreement, and the Warrant Agreement, if any, and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Underwriting Agreement, and the Warrant Agreement, if any, and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Underwriting Agreement, and the Warrant Agreement, if any, have been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties thereto), constitute

IV-1

the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except to the extent that rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto.

[5.The Warrant Securities, if any, have been duly authorized (or will have been so authorized prior to issuance) for issuance and sale upon the exercise of the Debt Warrants, and, when issued, authenticated and delivered in the manner set forth in the Indenture against payment of the exercise price in accordance with the terms of the Warrant Agreement, the Warrant Securities will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and will be enforceable as to the Company in accordance with their terms.]

6.The execution of the Underwriting Agreement, and the Warrant Agreement, if any, the delivery of the Underwriting Agreement, the Warrant Agreement, if any, and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof (a) will not (i) conflict with or violate any of the terms, conditions or provisions of the Certificate of Incorporation or By-Laws of the Company, or (ii) conflict with or violate any New York, Delaware corporate or federal law or regulation (other than federal and state securities or blue sky laws, as to which we express no opinion in this sentence), and (b) do not breach or result in a violation of, or default under any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound. No consent, approval, waiver, license or authorization or other action by or filing with any New York, Delaware corporate or federal governmental authority is required in connection with the execution and delivery by the Company of the Underwriting Agreement, the Warrant Agreement, if any, and the Indenture, or the consummation by the Company of the transactions contemplated thereby except for those that (i) may be required by Rule 424(b) promulgated under the 1933 Act, (ii) may be required under state securities or blue sky laws, as to which we express no opinion, or (iii) have been made or obtained under the 1933 Act and the Trust Indenture Act.

7.The Registration Statement, as of its effective date, and the Final Prospectus, as of its issue date and as of the date hereof, and the Disclosure Package, as of the Execution Time and as of the date hereof, complied and comply as to form in all material respects with the requirements of the 1933 Act and the Trust Indenture Act and the rules and regulations thereunder (except that no opinion is expressed herein with respect to the financial statements and notes thereto, the financial statement schedules and the other financial, statistical and accounting data included or incorporated by reference therein or that should have been included therein).

8.The Registration Statement became effective upon filing under the 1933 Act and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been initiated or threatened by the Commission.

IV-2

9.To the best of our knowledge, based upon telephonic confirmation from the Commission, the Indenture has been qualified under the Trust Indenture Act.

We have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information contained in the Registration Statement, the Disclosure Package or the Final Prospectus, and we do not pass upon or assume any responsibility therefor. However, in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus, we have attended certain conferences and participated in the conversations with representatives of the Company, representatives of the Underwriters and representatives of [                                           ], counsel for the Underwriters, and representatives of the Company’s independent public accountants. On the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to in this opinion letter, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus which causes us to believe that, (i) as of the effective date of the Registration Statement, the Registration Statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of its date or as of the date hereof, the Final Prospectus (including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package, as of the Execution Time or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact that required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that we express no view as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included or incorporated by reference in the Registration Statement or the Final Prospectus.

IV-3

SCHEDULE V

To the best of my knowledge, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Registration Statement, other than those disclosed therein, and all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their property is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, if adversely decided will not have a material adverse effect upon the operations, business or assets of the Company and its subsidiaries considered as one enterprise.

The execution of the Underwriting Agreement, and the Warrant Agreement, if any, the delivery of the Underwriting Agreement, the Warrant Agreement, if any, and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof will not (i) conflict with, or result in a breach of any of the terms of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) or require consent under, or result in imposition of, any lien or encumbrance upon any property or assets of the Company pursuant to the terms of, any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound, or (ii) conflict with or violate any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Company of which we are aware.

V-1

SCHEDULE VI

1.They are independent public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1934 Act (collectively, the “Acts”) and the applicable published rules and regulations thereunder.

2.In their opinion, the consolidated financial statements and supporting schedule(s) of the Company, audited by them and incorporated by reference in the Registration Statement and the Final Prospectus, comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the related published rules and regulations.

3.They have performed certain specified procedures, not constituting an audit, including a reading of the unaudited interim consolidated financial statements of the Company incorporated by reference in the Registration Statement and of the latest available unaudited interim consolidated financial data of the Company; a reading of the minutes of the meetings and consents of the stockholders, the Board of Directors and the Executive Committee of the Board of Directors of the Company and of each of the Significant Subsidiaries (as such term is defined in Rule 405 of Regulation C of the Regulations) of the Company since the end of the most recent fiscal year with respect to which an audit report has been issued; inquiries of certain officials of the Company and such Significant Subsidiaries who have responsibility for financial and accounting matters with respect to the unaudited consolidated financial statements incorporated by reference in the Registration Statement and Final Prospectus and the latest available unaudited interim consolidated financial data of the Company.

4.Nothing came to their attention as a result of the foregoing procedures that caused us to believe that:

(a)(i) The unaudited consolidated financial statements described in paragraph 3 above incorporated by reference in the Registration Statement and the Final Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Acts and with the related published rules and regulations and (ii) the unaudited consolidated financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements; or

(b)(i) The unaudited consolidated financial statements described in paragraph 3 are not stated on a basis substantially consistent with that of the audited consolidated financial statements, or (ii) as of a specified date not more than five days prior to the date of such letter and as of the date of the latest available unaudited consolidated monthly financial data of the Company, there was any change in the capital stock or long-term indebtedness of the Company and its subsidiaries or any decrease in the stockholders’ equity of the Company, in each case as compared with the amounts shown on the most recent unaudited consolidated statement of financial condition of the Company included and incorporated by reference in the Registration Statement and Final Prospectus, or (iii) during the period from the date of such statement of financial condition to the date of the latest available unaudited consolidated

VI-1

financial data of the Company, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, income before extraordinary item, if any, and net income of the Company and its subsidiaries, except in each such case for changes or decreases set forth in or contemplated by the Registration Statement and Final Prospectus or except for such changes or decreases set forth in such letter.

5.They have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in certain specified Items of the Company’s Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, and the information included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included or incorporated in the Company’s Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation.

6.In addition to the examination referred to in their report included or incorporated by reference in the Registration Statement and the Final Prospectus, and the limited procedures referred to in paragraph 3 above, they have provided such additional information as the Underwriters reasonably request with respect to certain amounts, percentages and financial information which are included or incorporated by reference in the Registration Statement and Final Prospectus, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting records or computations therefrom.

VI-2

EX-1.B

Exhibit 1(b)

THE BEAR STEARNS COMPANIES INC.
Medium Term Notes, Series B
with Minimum Maturity of Nine Months
from Date of Issue

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

August [•], 2006

BEAR, STEARNS & CO. INC.
383 Madison Avenue
New York, New York 10179

Ladies and Gentlemen:

This AMENDED AND RESTATED DISTRIBUTION AGREEMENT dated as of [•], 2006 (this “Agreement”), by and between The Bear Stearns Companies Inc., a Delaware corporation (the “Company”), and Bear, Stearns & Co. Inc. (referred to herein as “Bear Stearns”, the “Agent” or “you”), which amends and restates in its entirety the Distribution Agreement dated June 19, 2003, between the Company and Bear Stearns.

The Company confirms its agreement with you with respect to the issue and sale by the Company of its Medium-Term Notes, Series B (the “Notes”). The Notes are to be issued pursuant to an indenture dated as of May 31, 1991, as supplemented by the First Supplemental Indenture, dated January 29, 1998, and as further amended or supplemented from time to time (the “Indenture”), between the Company and JPMorgan Chase Bank, N.A.(formerly, The Chase Manhattan Bank), as trustee (the “Trustee”). As of the date hereof, the Company has authorized the issuance and sale of Notes from time to time pursuant to the terms of this Agreement. You are authorized to engage the services of any other broker or dealer in connection with the offer or sale of the Notes purchased by you as principal for resale to others, but without the prior approval of the Company, you are not authorized to appoint subagents.

This Agreement provides both for the sale of Notes by the Company directly to purchasers, in which case you will act as an agent of the Company in soliciting Note purchasers, and (as may from time to time be agreed to by the Company and you) to you as principal for resale to purchasers. Additional terms of any sale of Notes to you as principal will be set out in a Terms Agreement (hereafter defined) relating to such sale, all as more fully provided herein.

Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Notes directly on its own behalf, the Company hereby (i) appoints you as its agent for the purpose of soliciting purchases of the Notes by others from the Company when and as instructed by the Company and (ii) agrees that, whenever the Company determines to sell Notes directly to you as principal for resale to others, it will enter into a Terms Agreement relating to such sale in accordance with the provisions of Section 2(b) hereof. You will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company has been solicited by you as

agent and accepted by the Company, but you shall not have liability to the Company in the event any such purchase is not consummated for any reason.

The Company has filed an automatic shelf registration statement, as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) for the registration of the Notes, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “Regulations”), Registration Statement No. 333-[•] on Form S-3, not earlier than three years prior to the date hereof. Such registration statement became, and any post-effective amendment thereto will become, effective upon its filing with the Commission; and no Stop Order (as defined in Section 1(a)(iv) below) suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company.

The base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus.”  A preliminary prospectus (including any preliminary prospectus supplement and any Preliminary Pricing Supplement (as defined below)) relating to the Notes filed with the Commission pursuant to Rule 424(b) under the 1933 Act is hereinafter called a “Preliminary Prospectus.”  The various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Notes that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement.” Any supplement to the Final Prospectus (as defined below) that sets forth only the terms of a particular issue of the Notes is hereinafter called a “Pricing Supplement.” The Base Prospectus, as supplemented by the prospectus supplements thereto from time to time relating to the Notes, including the Pricing Supplements, is hereinafter called the “Final Prospectus.”  Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, as of the date of such prospectus. Any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Notes filed with the Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated therein, in each case after the date of the Base Prospectus, such Preliminary Prospectus, or the Final Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. Any reference to the “Prospectus as amended or supplemented”, other than in Section 1(a)(iv) hereof, shall be deemed to refer to and include the Final Prospectus as amended or supplemented (including by the applicable Pricing Supplement filed in accordance with Section 3 hereof and any other prospectus supplement specifically

2

referred to in such Pricing Supplement) in relation to the Notes to be sold pursuant to this Agreement, in the form filed or transmitted for filing with the Commission pursuant to Rule 424(b) under the 1933 Act and in accordance with Section 3 hereof, including any documents incorporated by reference therein as of the date of such filing.

Section 1.Representations and Warranties.

(a)The Company represents and warrants to each Agent as of the date hereof, as of the date of each acceptance by the Company of an offer for the purchase of Notes (whether through any Agent as agent or to any Agent as principal), as of the date of each delivery of Notes (whether through any Agent as agent or to any Agent as principal) (the date of each such delivery to any Agent as principal being hereafter referred to as a “Settlement Date”), and as of the times referred to in Section 7(a) hereof (each of the times referenced above being referred to hereafter as a “Representation Date”), as follows:

(i)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and any amendment or supplement thereto; and the Company is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise (any such material adverse effect being hereinafter referred to as a “Material Adverse Effect”).

(ii)The Company has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder and under the Indenture and to issue, sell and deliver the Notes. This Agreement has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Company meets the requirements for the use of Form S-3 under the 1933 Act and has prepared and filed the Registration Statement with the Commission pursuant to the 1933 Act and the Regulations. The Registration Statement became effective upon filing. The Indenture has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(iii)No order preventing or suspending the use of any Preliminary Prospectus or any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Notes (an “Issuer Free Writing Prospectus”) has been issued by the Commission, and each Preliminary Prospectus and Issuer Free Writing Prospectus at the time of filing thereof, conformed in all material respects to the requirements of the 1933 Act and the Trust Indenture Act, and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required

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to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company directly or indirectly by an Agent expressly for use therein;

(iv)(A) With respect to any issue of Notes to be sold pursuant to a Terms Agreement (as defined in  Section 2(b) hereof), the “Marketing Period” will be the period during which solicitation of offers to purchase Notes has not been suspended or during which a Final Prospectus may be required to be delivered under the 1933 Act or the Regulations and the “Pricing Disclosure Package” will be the Final Prospectus as amended or supplemented during the applicable Marketing Period together with such other documents, if any, as may be listed in Schedule C of such Terms Agreement, taken together.

(B) With respect to each such issue of Notes, the Pricing Disclosure Package, as of the applicable Marketing Period, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(C) With respect to each such issue of Notes, each Issuer Free Writing Prospectus listed in Schedule B to the applicable Terms Agreement or otherwise approved by the Company for use in connection with a particular Note offering, if any, will not conflict with the information contained in the Registration Statement, the Final Prospectus or the Final Prospectus as amended or supplemented and, taken together with the Pricing Disclosure Package as of the applicable Marketing Period, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the representations and warranties in clauses (B) and (C) of this Section 1(a)(iv) shall not apply to statements or omissions made in any Pricing Disclosure Package or Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use therein;

(v)(A)As of the applicable Representation Date and during each Marketing Period, the Registration Statement (including any post-effective amendment) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Final Prospectus and including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) will contain all statements which are required to be stated therein in accordance with the 1933 Act, the 1934 Act, the Trust Indenture Act, and the Regulations, will conform in all material respects with the requirements of the 1933 Act, the 1934 Act, the Trust Indenture Act and the Regulations and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading, and no event will have occurred which is required to be

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set forth in an amendment or supplement to the Registration Statement or the Final Prospectus which has not then been set forth in such an amendment or supplement; and each Base Prospectus and each Preliminary Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading; provided, however, that the Company makes no representations and warranties as to information contained in or omitted from (i) the Registration Statement, the Base Prospectus, any Preliminary Prospectus, or the Final Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Agent expressly for use in the Registration Statement or such Base Prospectus, any Preliminary Prospectus, or the Final Prospectus, as set forth in Section 8(b), and (ii) the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except statements or omissions in such Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein.

(B) Without limiting the foregoing, as of the applicable Representation Date and during each Marketing Period, the Final Prospectus contains, or will contain, as applicable, all material information with respect to the Company and its subsidiaries and the Notes (including all information which, according to the particular nature of the Company and its subsidiaries and the Notes, is necessary to enable investors and their professional advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and its subsidiaries and of the rights attaching to the Notes) and the statements of intention, opinion, belief or expectation contained therein are honestly and reasonably made or held.

(vi)Neither the Commission nor the “blue sky” or securities authority of any jurisdiction has issued an order or administrative proceeding (a “Stop Order”) suspending (or the effect of which is to suspend or otherwise limit) the effectiveness of the Registration Statement, preventing, suspending or otherwise limiting the use of the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, suspending the registration or qualification of the Notes or suspending the qualification of the Indenture, nor has any of such authorities instituted or, to the knowledge of the Company, threatened to institute any proceedings with respect to a Stop Order in any jurisdiction in which the Notes are to be sold, nor, with respect to accuracy as of the applicable Representation Date, has there been any Stop Order issued or proceedings with respect to a Stop Order instituted or, to the knowledge of the Company, threatened on or after the effective date of the Registration Statement in any jurisdiction.

(vii)The documents incorporated by reference in the Final Prospectus and any amendment or supplement thereto (the “Incorporated Documents”), at the time they were or hereafter are filed with the Commission (or to the extent amended at the time of filing of such amendment with the Commission), complied, or when so filed will comply, in all material respects with the requirements of the 1933 Act, the 1934 Act or the Trust Indenture Act, as applicable, and the rules and regulations thereunder and as of the

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applicable Representation Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use in the Final Prospectus as amended or supplemented relating to a particular issuance of Notes; and no such documents will be filed with the Commission after the Commission’s close of business on the business day immediately prior to the date of execution of the applicable Terms Agreement, except as set forth on Schedule C to such Terms Agreement, if applicable.

(viii)Since the respective dates as of which information is given in the Registration Statement and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(ix)Each subsidiary of the Company that is listed in the Company’s latest annual report on Form 10-K pursuant to the requirement of Form 10-K and Item 601(b)(21) of the Commission’s Regulation S-K, which is a  “significant subsidiary”, as defined in Rule 1-02(w) of the Commission’s Regulation S-X (each a “Significant Subsidiary”), has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and any amendment or supplement thereto and is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect; and all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable and was not issued in violation of or subject to pre-emptive rights, and, except for directors’ qualifying shares and shares of preferred stock of Bear, Stearns Securities Corp. owned by third party broker-dealers, is owned directly or indirectly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or other defect of title whatsoever.

(x)The Notes have been duly authorized (or will have been so authorized prior to each issuance of Notes) and when the Notes have been executed and authenticated in the manner set forth in the Indenture and are issued and delivered against payment therefor as provided in this Agreement, such Notes will have been duly executed, authenticated (assuming due authentication by the Trustee), issued and delivered, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, and will be enforceable as to the Company in accordance with their terms. The Indenture substantially complies with the 1933 Act, the Regulations and the Trust Indenture Act, and the Indenture and the Notes will conform to the descriptions thereof contained in the Final Prospectus.

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(xi)The execution, delivery and performance of this Agreement, the performance of the Indenture, the issuance, authentication, and sale of the Notes and the consummation by the Company of the transactions contemplated hereby and thereby, as of the applicable Representation Date, do not and will not, (A) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) or require consent under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the terms of any contract, agreement, indenture, mortgage, loan agreement, note, lease or other instrument, franchise, license or permit to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets may be bound or subject and that is material to the Company and its subsidiaries considered as one enterprise, or (B) violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, or any law, judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body or any arbitrator having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, is required for the execution, delivery and performance of this Agreement, or the performance of the Indenture and the consummation of the transactions contemplated hereby and thereby, including the issuance, authentication, sale and delivery of the Notes, except for (1) such as may be required under state and foreign securities or “blue sky” laws in connection with the purchase and distribution of the Notes by any Agent and (2) such as have been made or obtained or will be made or obtained before the applicable Representation Date under the 1933 Act and the Trust Indenture Act.

(xii)There are no holders of securities of the Company or any subsidiary who, pursuant to any agreement, understanding or otherwise, have any right to have securities of the Company or any subsidiary registered under the 1933 Act in connection with the offering contemplated by the Final Prospectus.

(xiii)The accountants who certified the financial statements included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K which is included or incorporated by reference in the Final Prospectus and audited the Company’s internal control over financial reporting and management’s assessment thereof, were independent public accountants at the time such statements were certified and during the periods covered by such statements as required by the 1933 Act and the Regulations.

(xiv)The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Final Prospectus, and any amendment or supplement thereto, present fairly the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the consolidated results of their operations for the periods specified; and

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said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (except to the extent that certain footnote disclosures regarding any stub period may have been omitted in accordance with the 1934 Act and the rules and regulations thereunder) applied on a consistent basis.

(xv)Except as may be set forth or incorporated by reference in the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body or arbitrator, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any Significant Subsidiary which is required to be disclosed in the Registration Statement or the Final Prospectus or would have a Material Adverse Effect or would otherwise be expected to materially and adversely affect the consummation of the transactions contemplated hereby or by the Indenture; and there are no contracts or documents of the Company or its Significant Subsidiaries which are required to be filed as exhibits to, disclosed in or summarized in the Registration Statement or the Final Prospectus by the 1933 Act or the Regulations, which have not been (or which will not be, as the case may be) so filed, disclosed or summarized.

(xvi)The Company and its Significant Subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain such certificates, authorities or permits, individually or in the aggregate, would not have a Material Adverse Effect. Neither the Company nor any of its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(xvii)Except as otherwise set forth in the Final Prospectus, the Notes have been rated “investment grade” by at least one nationally recognized statistical rating organization.

(xviii)(A) (1) At the time of filing the Registration Statement, (2) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus) and (3) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Notes, the Company was not an “ineligible issuer” as defined in Rule 405 under the 1933 Act.

(xix)(A) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that complies

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with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Final Prospectus as amended or supplemented, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; and (B) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

Section 2.Solicitations as Agent; Purchases as Principal.

(a)Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, upon receipt of instructions from the Company, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth in the Final Prospectus and the Administrative Procedures attached hereto as Exhibit A, as they may be amended from time to time (the “Procedures”). Each Agent shall solicit offers to purchase only Notes having such terms, and shall solicit such offers only during such periods, as the Company shall instruct such Agent.

The Company reserves the right, in its sole discretion, at any time when the Company has instructed any Agent to solicit offers to purchase the Notes, to instruct such Agent to suspend solicitation of purchases of the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, each Agent will forthwith suspend solicitation of purchases from the Company of the Notes until such time as the Company has advised each Agent that such solicitation may be resumed.

Each Agent shall have the right to suspend solicitation of purchases of the Notes, commencing at any time such Agent reasonably believes that there has occurred a material adverse change in the condition of the Company and its subsidiaries, considered as one enterprise, from that then set forth in the Registration Statement and the Final Prospectus, and ending at the time such Agent has been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including, without limitation, any necessary amendments or supplements to the Registration Statement and the Final Prospectus); provided, however, that any such Agent shall notify the Company of its belief prior to or concurrently with any such suspension.

The Company agrees to pay each Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in Exhibit B hereto. The Agent is authorized to engage the services of other brokers or dealers in connection with the offer or sale

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of the Notes purchased by the Agent as principal for resale to others, but without the prior approval of the Company, the Agent is not authorized to appoint subagents. In connection with the sales by the Agent of Notes purchased by the Agent as principal to other brokers or dealers, the Agent may allow any portion of the discount it has received in connection with such purchase from the Company to such brokers or dealers.

As agent, each Agent is authorized to solicit orders for the Notes. Each Agent shall communicate to the Company orally or in writing, each reasonable offer to purchase Notes received by the Agent as agent. Each Agent shall have the right to reject any offer to purchase the Notes received by such Agent which it does not deem reasonable, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and each Agent and set forth in a Pricing Supplement to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in the applicable Pricing Supplement, the Notes will be issued in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. All Notes will be sold at 100% of their principal amount unless otherwise agreed to by the Company and the Agent.

Notwithstanding anything to the contrary contained herein, the Company may authorize any other person, partnership or corporation (an “Additional Agent”) to act as temporary agent to solicit offers for the purchase of all or part of the Notes of the Company, solely for the purpose of a single transaction upon reasonable prior notice to the Agent; provided, however, any such Additional Agent (i) is a member of the National Association of Securities Dealers, Inc. (the “NASD”) and (ii) shall execute an Agent Accession Agreement, substantially in the form of Exhibit C hereto, and, if such Additional Agent is acting as principal, a Terms Agreement substantially in the form of Exhibit D hereto, except that each such Agent Accession Agreement and Terms Agreement shall be expressly limited by its terms to the transaction for which it was executed. At such time, Bear Stearns, as Lead Agent, in its sole discretion, shall specify the requirements for the delivery of certificates, letters and opinions as are set forth in Section 5 hereof. Any such Additional Agent designated by the Company pursuant to this paragraph shall be considered an Agent hereunder for all purposes with respect to each transaction with respect to which such appointment is made.

(b)Purchases as Principal. Every sale of Notes to any Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (a “Terms Agreement”), if with Bear Stearns only, may take the form of a term sheet issued by the Company whose terms are orally confirmed by Bear Stearns, or may be made in accordance with the terms of a separate written agreement to be entered into between Bear Stearns and/or the other Agents and the Company, substantially in the form of Exhibit D hereto, or in such other form as the Company, Bear Stearns and/or the other Agents agree. Any Agent’s commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Such Terms Agreement shall be expressly limited by its terms to the transaction for which it was executed.

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Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Exhibit B hereto. The Agent may engage the services of any other broker or dealer in connection with the resale of the Notes purchased as principal and may allow any portion of the discount received in connection with such purchase from the Company to such brokers and dealers. At such time, Bear Stearns, as Lead Agent, in its sole discretion, shall specify the requirements for the delivery of certificates, letters and opinions as are set forth in Section 6 hereof.

(c)Administrative Procedures. Administrative procedures with respect to the sale of Notes (including Fixed Rate Notes and Floating Rate Notes, as defined in the Procedures), the issue and delivery of certificates representing the Notes (including Certificated Notes and Book-Entry Notes, as defined in the Procedures) and payment for the Notes are set forth in the Procedures. Each Agent and the Company agree to perform the respective duties and obligations to be performed by each of them as provided the Procedures. The Procedures may be amended only by a written agreement between the Company and Bear Stearns, on behalf of the Additional Agents.

(d)An Agent may not confirm sales of Notes to any account over which it exercises discretionary authority without the prior written approval of the customer.

(e)The Company acknowledges that the obligations of each Agent are several and, subject to the provisions of this Section 2, each Agent shall have complete discretion as to the manner in which it solicits purchasers for the Notes and as to the identity thereof.

Section 3.Covenants of the Company.

The Company covenants with each Agent as follows:

(a)The Company will notify each Agent and                                         , Agent counsel (“Agent Counsel”) immediately (i) of the effectiveness of any amendment to the Registration Statement, (ii)  of any request by the Commission for any amendment of or supplement to the Registration Statement or the Final Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any supplement to the Final Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Final Prospectus, (iv) of the issuance by the Commission of a Stop Order suspending (or the effect of which is to suspend or otherwise limit) the effectiveness of the Registration Statement (including any post-effective amendment thereto) or of the initiation, or the threatening, of any proceedings therefor, (v) of the issuance by the Commission of any Stop Order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Notes, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act relating to the Notes, (vi) of the receipt of any comments from the Commission and (vii) of the receipt by the Company of any notification with respect to the suspension or limitation of the qualification of the Notes for sale in any jurisdiction or the initiation, or threatening, of any proceeding for that purpose. If the Commission or other authority shall propose or enter a Stop Order at any time, the Company will make every

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reasonable effort to prevent the issuance of any such Stop Order and, if issued, to obtain the withdrawal of such Stop Order as soon as possible.

(b)During any Marketing Period, the Company will comply with all requirements imposed upon it by the 1933 Act and the Trust Indenture Act, as now existing and as hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealing in, the Notes in accordance with the provisions thereof and the Final Prospectus. If, at any time when a prospectus relating to the Notes is required to be delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) under the 1933 Act prior to the expiration of nine months after the time of issue of the applicable Pricing Supplement in connection with the offering or sale of the Notes, any event shall have occurred as a result of which, in the judgment of the Company, you or your counsel, the Final Prospectus as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) or Registration Statement to comply with the 1933 Act, the Trust Indenture Act or the Regulations, or if there shall occur any material change affecting any of the representations and warranties in Section 1, the Company will notify you promptly and prepare and file with the Commission and all other applicable bodies an appropriate amendment or supplement (in form and substance satisfactory to you). Such amendment or supplement will correct such statement or omission and the Company will deliver to you, without charge, such number of copies thereof as may be reasonably requested by you.

(c)The Company will promptly deliver to you a copy of the Registration Statement, including exhibits and all amendments thereto, and the Company will promptly deliver without charge to you such number of copies of the Base Prospectus, any Preliminary Prospectus, the Final Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), the Registration Statement, and all amendments of and supplements to such documents (including any listing particulars and supplementary listing particulars), if any, as may be reasonably requested by you.

(d)The Company will endeavor in good faith, in cooperation with you to timely qualify the Notes for offering and sale under the securities and other applicable laws of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take action which would subject it to general service of process in any jurisdiction where it is not now so subject or to conduct its business in a manner in which it is not currently so conducting its business.

(e)The Company will make generally available (within the meaning of Section 11(a) of the 1933 Act and Rule 158 of the Regulations) to its security holders and to you as soon as practicable an earnings statement which need not be audited but which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations.

(f)The Company, subsequent to the date of the Final Prospectus and for so long as delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the

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1933 Act) is required in connection with the offering or sale of the Notes under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act in connection with the offering or sale of the Notes .

(g)The Company will apply the proceeds from the sale of the Notes as set forth under the caption “Use of Proceeds” in the Final Prospectus.

(h)The Company will comply with all provisions of all undertakings contained in the Registration Statement.

(i)The Company consents to the use of the Final Prospectus or any amendment or supplement thereto by you and by all dealers to whom the Notes may be sold, both in connection with the offering or sale of the Notes and for such period of time thereafter as the Final Prospectus is required by law to be delivered in connection therewith.

(j)The Company, with respect to any issue of Notes to be sold pursuant to a Terms Agreement, but only if requested by the Agents party to such Terms Agreement prior to the applicable Marketing Period, will prepare a final term sheet relating to such Notes in the form set forth in Schedule A to such Terms Agreement and file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time required by such rule.

(k)The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act.

(l)If required by Rule 430B(h) under the 1933 Act, to prepare a form of prospectus in a form approved by Bear Stearns and to file such form of prospectus pursuant to Rule 424(b) under the 1933 Act not later than may be required by Rule 424(b) under the 1933 Act; and to make no further amendment or supplement to such form of prospectus unless such amendment or supplement has been approved by Bear Stearns.

(m)If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Agents, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to you. If, at the Renewal Deadline, the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to you and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

(n)The Company will pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act.

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(o)Suspension of Certain Obligations. The Company shall not be required to comply with the provisions of subsection (b) of this Section 3 with respect to an Agent during any period from the time (i) such Agent shall have suspended solicitation or purchases of the Notes in its capacity as agent pursuant to a written or oral request from the Company and (ii) such Agent shall not then hold any Notes as principal purchased pursuant to a Terms Agreement, to the time the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with such Agent. The Company shall not be required to comply with the provisions of subsections (a), (b) or (c) of Section 7 with respect to an Agent during any period from the time such Agent shall have suspended solicitation or purchases of the Notes in its capacity as agent pursuant to a written or oral request from the Company to the time the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a Terms Agreement with such Agent.

Section 4.Covenants of the Company and the Agent.

(a)(i) The Company and each Agent agree that the Agents may prepare and use one or more preliminary or final term sheets relating to the Notes containing customary information;

(ii)Each Agent represents and covenants that, other than as permitted under subparagraph (a)(i) above, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act without the prior consent of the Company and Bear Stearns and that, with respect to any issue of Notes to be sold pursuant to a Terms Agreement, Schedule B to such Terms Agreement, if applicable, will be a complete list of any free writing prospectuses for which the Agents have received such consent; and

(iii)The Company represents and agrees that it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of Bear Stearns and that, with respect to any issue of Notes to be sold pursuant to a Terms Agreement, Schedule B to such Terms Agreement will be a complete list of any free writing prospectuses for which the Company has received such consent.

(b)The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(c)The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Final Prospectus, the Final Prospectus as amended or supplemented or the Pricing Supplement or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to Bear Stearns and, if requested by Bear Stearns, will prepare and furnish without charge to each Agent an Issuer Free Writing

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Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company directly or indirectly by an Agent expressly for use therein.

Section 5.Payment of Expenses.

The Company will pay all expenses incident to the performance of its obligations under this Agreement, including:

(i)The preparation and filing of the Registration Statement and all amendments thereto, the Final Prospectus and any amendments or supplements thereto and any Issuer Free Writing Prospectus;

(ii)The preparation and filing of this Agreement;

(iii)The preparation, printing, issuance and delivery of the Notes;

(iv)The fees and disbursements of the Company’s accountants and counsel, of the Trustee and its counsel, and of any Calculation Agent (as defined in the Final Prospectus);

(v)The reasonable fees and disbursements of Agent Counsel incurred from time to time in connection with the transactions contemplated hereby;

(vi)The qualification of the Notes under securities laws in accordance with the provisions of Section 3(d), including filing fees and the reasonable fees and disbursements of Agent Counsel in connection therewith and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey;

(vii)The printing and delivery to each Agent in quantities as hereinabove stated of copies of the Registration Statement and any amendments thereto, of the Final Prospectus and any amendments or supplements thereto and of any Issuer Free Writing Prospectus, and the delivery by such Agent of the Final Prospectus and any amendments or supplements thereto and/or any Issuer Free Writing Prospectus in connection with solicitations or confirmations of sales of the Notes;

(viii)The preparation, printing and delivery to each Agent of copies of the Indenture;

(ix)Any fees charged by rating agencies for the rating of the Notes;

(x)The fees and expenses incurred in connection with the listing of the Notes on any securities exchange;

(xi)The fees and expenses, if any, incurred with respect to any filing with the NASD; and

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(xii)Any advertising and other out-of-pocket expenses of any Agent incurred with the approval of the Company.

Section 6.Conditions of Obligations.

The obligations of each Agent to solicit offers to purchase the Notes as agent of the Company, the obligation of any purchaser of Notes sold through such Agent as agent and the obligations of any Agent to purchase Notes as principal pursuant to any Terms Agreement will be subject at all times to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent:

(a)No Stop Order or Material Adverse Change. (i) No Stop Order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or other applicable law, and no proceeding under the 1933 Act or the 1934 Act therefor shall have been initiated or threatened by the Commission, or, with respect to the filing of any Form 8-A under the 1934 Act, by any U.S. national securities exchange; no stop order suspending or preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with or such requests shall have been otherwise satisfied; (ii) the rating assigned by any U.S. nationally recognized statistical rating organization to any debt securities or preferred stock of the Company as of the date of this Agreement shall not have been lowered between the trade date and the settlement date of any offering of Notes and no such agency shall have publicly announced since the execution of this Agreement that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities or preferred stock of the Company; and (iii) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there shall not have been any material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, the effect of which is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Final Prospectus.

(b)Legal Opinions. On the date hereof, each Agent shall have received the following legal opinions, dated as of the date hereof and in form and substance satisfactory to such Agent and Agent Counsel:

1.Opinion of In-house Company Counsel. A General Counsel or Associate General Counsel of the Company or other counsel for the Company satisfactory to such Agent, shall have furnished to such Agent such counsel’s written opinions, dated the Commencement Date, in form and substance satisfactory to such Agent, to the effect that: (i) to the best of such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened that are required to be disclosed in the Registration Statement, other than those disclosed therein, and

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there is no pending legal or governmental proceeding to which the Company or any subsidiary of the Company is a party or of which any of their property is the subject that is not described in the Registration Statement, including ordinary routine litigation incidental to the business, which, if adversely decided, will have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, and (ii) the execution of the Distribution Agreement, the delivery of the Distribution Agreement and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof do not breach or result in a violation of, or default under, (X) any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound or (Y) any judgment, decree or order known to us that is applicable to the Company and, pursuant to any Applicable Laws, is issued by any Governmental Authority having jurisdiction over the Company or its properties.

2.Opinion of Company Counsel. The opinion of Cadwalader, Wickersham & Taft LLP, counsel to the Company, to the effect specified in Schedule I hereto.

3.Opinion of Agent Counsel. The opinion of Agent Counsel, to the effect specified in Schedule II hereto.

(c)Officers’ Certificate. At the date hereof and at each Settlement Date with respect to any Terms Agreement there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Final Prospectus or since the date of such Terms Agreement, any material adverse change in the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; and each Agent shall have received a certificate of the Chief Financial Officer, the Controller or the Chairman of the Board of the Company, dated the date hereof, to the effect (i) that there has been no such material adverse change, (ii) that the other representations and warranties of the Company contained in Section 1 are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate, and (iv) that no Stop Order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission.

(d)Comfort Letter. On the date hereof, each Agent shall have received a letter from Deloitte & Touche LLP, dated as of the date hereof, to the effect specified in Schedule III hereto.

(e)Other Documents. On the date hereof and on each Settlement Date with respect to any applicable Terms Agreement, Agent Counsel shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings

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taken by the Company in connection with the issuance and sale of Notes as herein contemplated shall be satisfactory in form and substance to each Agent and to Agent Counsel.

If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement and any Terms Agreement may be terminated by any Agent as to such Agent only by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(e) hereof, the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections 10, 12 and 14 hereof shall remain in effect.

Section 7.Subsequent Documentation Requirements of the Company.

The Company covenants and agrees that, if requested by the Agent:

(a)Subsequent Delivery of Certificates. Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Agent) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of Notes under the Registration Statement, unless the Agents shall otherwise specify) or (unless waived by the Agent with respect to a particular Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to each Agent forthwith a certificate in form satisfactory to such Agent to the effect that the statements contained in the certificate referred to in Section 6(c) hereof which were last furnished to such Agent are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(c), modified as necessary to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such certificate.

(b)Subsequent Delivery of Legal Opinions. Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Agent) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q, unless each Agent shall otherwise specify) or (unless waived by such Agent with respect to a particular Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to each Agent and to Agent Counsel a letter from counsel last furnishing the opinion referred to in Section 6(b)(2) hereof to the effect that such Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance) or, in lieu of such letter, Cadwalader, Wickersham & Taft LLP, counsel to the Company, or other counsel satisfactory to such Agent, shall furnish an opinion, dated the date of delivery of such opinion and in form satisfactory to

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such Agent, of the same tenor as the opinion referred to in Section 6(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such opinion.

(c)Subsequent Delivery of Comfort Letters. Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Agent) there is filed with the Commission any document (other than any Current Report on Form 8-K filed for the purpose of filing quarterly unaudited consolidated statements of income) which contains additional financial information or (unless waived by the Agent with respect to a particular Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall cause Deloitte & Touche LLP, the Company’s independent public accountants, or other independent public accountants retained by the Company, forthwith to furnish each Agent a letter, dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to such Agent, of the same tenor as Sections 1 and 2 of the letter referred to in Schedule III hereof but modified to relate to the Registration Statement and Final Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the remaining sections of the letter referred to in Schedule III with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Final Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, Deloitte & Touche LLP, or such other independent public accountants retained by the Company, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of such Agent, such letter should cover such other information.

Section 8.Indemnification.

(a)The Company agrees to indemnify and hold harmless each Agent, their affiliates (if any) and each person, if any, who controls any Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which an Agent or any such person may become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (other than that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except for statements or omissions in such Registration Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein), or any related Base Prospectus, Preliminary Prospectus, or Final Prospectus, or in any supplement thereto or amendment thereof, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or

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necessary to make the statements therein (in the case of the Base Prospectus, any Preliminary Prospectus, or the Final Prospectus, or in any supplement thereto or amendment thereof, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act) in light of the circumstances under which they were made, not misleading or (ii) any breach or alleged breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement; provided, however, that the Company will not be liable to any Agent or any person so controlling such Agent in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Agent through any Agent expressly for use therein, such written information being as set forth in the penultimate sentence of subsection (b) below or (y) any failure of such Agent to deliver the Final Prospectus to a purchaser of Notes as required by applicable law, if such Final Prospectus would have cured the defect giving rise to such loss, liability, claim, damage or expense. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement and shall extend, upon the same terms and conditions, to each person, who controls any Agent within the meaning of the 1933 Act.

(b)Each Agent severally, and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all out-of-pocket expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), to which they or any of them may become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any related Base Prospectus, any Preliminary Prospectus, or the Final Prospectus, or in any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Agent through such Agent expressly for use therein. For all purposes of this Agreement, the identification of the name of, and the principal amount of Notes to be purchased by, each of the Agents, the amounts of the selling concession and reallowance, and the stabilization language set forth under the heading “Plan of Distribution” in the Base Prospectus constitute the only information furnished in writing by or on behalf of any Agent expressly for inclusion in any Base Prospectus or Preliminary Prospectus, the Final Prospectus, or the Registration Statement (as from time to time amended or supplemented), or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. This indemnity will be in addition to any liability which any Agent may otherwise have, including under this Agreement; provided,

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however, that in no case shall any Agent be liable or responsible for any amount in excess of the discounts and commissions received by such Agent.

(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure to so notify an indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties, it being understood, however, that the indemnifying party shall not, in connection with any one such claim, action or proceeding or separate but substantially similar or related claims, actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (together with appropriate local counsel) at any time for the indemnified party or parties, which firm shall be designated in writing by the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this Section 8 to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

Section 9.Contribution.

In order to provide for contribution in circumstances in which the indemnification provided for in Section 8 hereof is for any reason held to be unavailable from the Company or is insufficient to hold harmless a party indemnified thereunder, the Company and each Agent shall contribute to the aggregate losses, claims, damages, liabilities and out-of-pocket expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company, any contribution received by the Company from persons, other than the Agent or Agents, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the 1933 Act or

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Section 20(a) of the 1934 Act, officers of the Company who signed the Registration Statement and directors of the Company) to which the Company and one or more of the Agents may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agent or Agents on the other from the offering of the Notes or, if such allocation is not permitted by applicable law or indemnification is not available as a result of the indemnifying party not having received notice as provided in Section 12 hereof, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company on the one hand and the Agent or Agents on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agent or Agents on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of discounts and commissions but before deducting expenses) received by the Company bear to the discounts and commissions received by the Agent or Agents, respectively, in each case as set forth in the table on the cover page of the Final Prospectus as amended or supplemented with respect to a particular issue of Notes. The relative fault of the Company on the one hand and of the Agent or Agents on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent or Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 9, (i) no Agent shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Notes purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each person, if any, who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act shall have the same rights to contribution as such Agent, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of the preceding sentence of this Section 9. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 8, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 9 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

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Section 10.Representations and Agreements to Survive Delivery.

All representations, warranties, covenants and agreements contained in this Agreement or any Terms Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of each Agent or any controlling person of such Agent, or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive each delivery of and payment for any of the Notes.

Section 11.Termination and Amendment.

(a)Termination of this Agreement. This Agreement may be terminated for any reason, at any time either by the Company or as to any Agent by such Agent by the giving of written notice of such termination to the other parties hereto.

(b)Termination of a Terms Agreement. Any Agent shall have the right to terminate any Terms Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Agent will in the immediate future materially disrupt, the securities markets in the United States; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, Inc., the American Stock Exchange LLC or in the over-the-counter market shall have occurred; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or on the United States is such as to make it, in the judgment of the Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes; (v) any restriction materially adversely affecting the distribution of the Notes which was not in effect on the date of the applicable Terms Agreement shall have become effective; or (vi) there shall have been such change in the market for the securities of the Company or securities in general or in national or international political, financial or economic conditions or currency exchanges rates or exchange controls as in the judgment of the Agent makes it inadvisable to proceed with the offering, sale and delivery of the Notes on the terms contemplated by the Final Prospectus.

(c)Amendment.

(i)The Company, in its sole discretion, may increase the aggregate initial offering price of the Notes from time to time without consent of, or notice to, any Agent.

(ii)The Company and any Agent may amend any provision of this Agreement with respect to such Agent without consent of, or notice to, any other Agent. Any such amendment shall be made in a writing signed by the Company and each Agent that is a party to such amendment. In the event of such amendment, this Agreement shall remain in full force and effect with respect to any Agent that is not a party to such amendment (without giving effect to such amendment with respect to such Agent) unless suspended or terminated with respect to such Agent pursuant to clause (a) of this Section 11.

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(d)General. In the event of any such termination, no party will have liability to the other parties hereto or to the Terms Agreement so terminated, except that (i) such Agent shall be entitled to any commissions earned in accordance with Section 2(a) hereof (provided, that no commissions shall be payable in respect of any sale of Notes which are the subject of a Terms Agreement that is terminated pursuant to Section 11(b) of this Agreement); (ii) in the event of a termination of this Agreement or any Terms Agreement pursuant to Section 11(b) hereof, such Agent shall be entitled to reimbursement by the Company only for actual accountable out-of-pocket expenses incurred by such Agent; (iii) if at the time of termination (A) such Agent shall own any Notes purchased pursuant to a Terms Agreement with the intention of reselling them or (B) an offer to purchase any of the Notes has been accepted by the Company but the time of delivery to the purchaser of the Notes relating thereto has not occurred, the covenants set forth in Sections 3 and 7 hereof shall remain in effect until such Notes are so resold or delivered, as the case may be, and (iv) the covenant set forth in Section 3(e) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections 10, 12 and 14 hereof shall remain in effect (except that the Company shall no longer be required to comply with the provisions of Section 3(e) after it has made generally available to its security holders an earnings statement, which need not be audited, covering a twelve-month period beginning after the date of the last sale of Notes hereunder (including sales to an Agent under a Terms Agreement) which shall satisfy the provisions of Section 11(a) of the 1933 Act and the Regulations).

(e)Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telecopy, confirmed in writing by letter.

Section 12.Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notice to the Agent will be directed to the following address: Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention:  MTN Desk, Corporate Bond Trading, Fixed Income Department; or, if sent to the Company shall be directed to it at The Bear Stearns Companies Inc., 383 Madison Avenue, New York, New York 10179, Attention:  Chief Financial Officer.

Section 13.Parties.

This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon each Agent and the Company and their respective successors. Nothing expressed or mentioned in this Agreement or any Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 8 and 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and thereto and their respective successors and said controlling persons and officers and directors and their heirs and

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legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes shall be deemed to be a successor by reason merely of such purchase.

Section 14.Governing Law.

This Agreement and the rights and obligations of the parties created hereby shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. Any suit, action or proceeding brought by the Company against any Agent in connection with or arising under this Agreement shall be brought solely in the state or federal court or appropriate jurisdiction located in the Borough of Manhattan, The City of New York.

Section 15.Miscellaneous.

[(a)The Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement and any Terms Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other, (ii) in connection therewith and with the process leading to such transaction each Agent is acting solely as a principal and not as the agent or fiduciary of the Company, (iii) no Agent has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Agent, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.]

(b)This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Agents, or any of them, with respect to the subject matter hereof.

(c)The Company and each of the Agents hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby.

(d)This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be an original, but all of such respective counterparts shall together constitute one and the same instrument.

(e)Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Agents imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply)

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to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and the Company in accordance with its terms.

Very truly yours,

THE BEAR STEARNS COMPANIES INC.

By:

CONFIRMED AND ACCEPTED, as
of the date first above
written:

BEAR, STEARNS & CO. INC.

By:

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EXHIBIT A

ADMINISTRATIVE PROCEDURES

Medium-Term Notes, Series B (the “Notes”) are to be offered on a continuing basis by The Bear Stearns Companies Inc. (the “Company”) through Bear, Stearns & Co. Inc. and any Additional Agent, who, as agent (each an “Agent”, and, collectively, the “Agents”), have agreed to use their reasonable best efforts to solicit offers to purchase the Notes from the Company. The Agents may also purchase Notes as principal for resale.

The Notes are being sold pursuant to a Distribution Agreement between the Company and the Agent, dated as of August [•], 2006 (the “Distribution Agreement”). The Notes will be issued pursuant to an indenture dated as of May 31, 1991, as amended, between the Company and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank). The terms “Indenture,” “Trustee”, “Registration Statement”, “Final Prospectus” and “Pricing Supplement” used herein shall have the meanings ascribed to such terms in the Distribution Agreement.

The Notes will either be issued (a) in book-entry form and represented by one or more global notes delivered to JPMorgan Chase Bank, N.A. as custodian for The Depository Trust Company (“DTC”) (or on behalf of such other depository as is identified in the applicable Pricing Supplement, provided that such depository shall execute a letter of representation and a medium-term note certificate agreement with the Trustee with respect to the Notes), and recorded in the book-entry system maintained by DTC and registered in the name of DTC’s nominee (each, a “Book-Entry Note”), or (b) in the form of a Certificate issued in definitive form (a “Certificated Note”). The Book-Entry Notes will be issued in accordance with DTC procedures, as in effect from time to time. In the event of any conflict between such DTC procedures and the administrative procedures explained below, the DTC procedures shall govern.

Owners of beneficial interests in Book-Entry Notes will be entitled to physical delivery of Certificated Notes equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Final Prospectus.

General procedures relating to the issuance of all Notes are set forth in Part I hereof. Additionally, Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part II hereof and Certificated Notes will be issued in accordance with the administrative procedures set forth in Part III hereof. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture or the Notes (which in the case of Book-Entry Notes shall be the related global Note), as the case may be.

PART I:PROCEDURES OF GENERAL APPLICABILITY

Date of Issuance/Authentication. Each Note will be dated as of the date of its authentication by the Trustee. Each Note shall also bear an original issue date (the “Original Issue Date”). The Original Issue Date shall remain the same for all Notes subsequently issued upon transfer, exchange or substitution of an original Note regardless of their dated dates.

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Maturities. Unless otherwise indicated in the applicable Pricing Supplement, each Note will mature on a date selected by the purchaser and agreed to by the Company which is not less than nine months from its Original Issue Date (the “Stated Maturity”); provided, however, that Floating Rate Notes will bear interest pursuant to the interest rate formula stated therein and in the applicable Pricing Supplement and will mature on an Interest Payment Date.

The Pricing Supplement relating to each Note will indicate whether the Company has the option to extend the Stated Maturity for one or more periods (each an “Extension Period”) up to but not beyond the date (the “Final Maturity Date”) set forth in such Pricing Supplement.

The Company may exercise such an option with respect to a Note by notifying the Trustee of such exercise at least 60 but not more than 75 days prior to the Stated Maturity in effect prior to the exercise of such option (any such maturity date an “Original Maturity Date”). Not later than 55 days prior to the Original Maturity Date, the Trustee will mail to the Holder of such Note a notice (the “Extension Notice”), first class, postage prepaid, setting forth (i) the election of the Company to extend the maturity date of such Note, (ii) the new maturity date, (iii) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread, the new Interest Reset Date(s), if any, and the new Interest Payment Date(s), if any, applicable to the Extension Period, and (iv) the provisions, if any, for redemption and/or repayment during the Extension Period, including the date on which or the period or periods during which and the price at which such redemption and/or repayment may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the Holder of a Note, the maturity date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice.

Notwithstanding the foregoing, not later than 20 days prior to an Original Maturity Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the maturity date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment.

If the Company extends the maturity date of a Note, the Holder of such a Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the Holder thereof must follow the procedures set forth under “Repayment and Repurchase” in the Final Prospectus for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Maturity Date and except that a Holder who has tendered a Note for repayment pursuant to an Extension Notice may, by written notice

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to the Trustee, revoke any such tender for repayment until the close of business on the tenth day prior to the Original Maturity Date.

Registration. Notes will be issued only in fully registered form.

Interest:  General. Unless otherwise indicated in the applicable Pricing Supplement, each payment of interest on Fixed Rate Notes will include interest accrued through the day preceding, as the case may be, the Interest Payment Date, Redemption Date, Optional Repayment Date or Stated Maturity (each Stated Maturity is referred to herein as “Maturity”). Unless otherwise indicated in the applicable Pricing Supplement, interest payments on each Floating Rate Note shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid (or from, and including, the date of original issue if no interest has been paid with respect to such Floating Rate Note) to, but excluding, the Interest Payment Date.

Regular Record Dates. The Regular Record Date with respect to any Interest Payment Date for Fixed Rate Notes and Floating Rate Notes shall be 15 calendar days before the Interest Payment Date, whether or not that date is a Business Day (as hereinafter defined), unless otherwise provided in the related Pricing Supplement.

Interest Payment Dates. Interest payments will be made on each Interest Payment Date commencing with the first Interest Payment Date following the Original Issue Date; provided, however, the first payment of interest of any Note originally issued between a Regular Record Date and an Interest Payment Date will occur on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner on such next succeeding Regular Record Date.

Fixed Rate Notes. Interest payments on Fixed Rate Notes will be made semi-annually or otherwise on the dates specified in the applicable Pricing Supplement and on the Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be.

If an Interest Payment Date with respect to any Fixed Rate Note would otherwise fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note, and unless otherwise specified in the applicable Pricing Supplement, no additional interest shall accrue for the period from and after that Interest Payment Date, Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be, to the next Business Day.

Floating Rate Notes. Unless otherwise stated in the applicable Pricing Supplement, interest will be payable, in the case of the Floating Rate Notes which reset daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the Floating Rate Note and/or the applicable Pricing Supplement; in the case of Floating Rate Notes which reset quarterly, on the third Wednesday of March, June, September, and December of each year; in the case of Floating Rate Notes which reset semiannually, on the third Wednesday of the two months of each year specified in the Floating Rate Note and/or the applicable Pricing Supplement; and in the case of Floating Rate Notes which reset annually, on the third Wednesday of the month specified in the

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Floating Rate Note and/or the applicable Pricing Supplement, and in each case, at Maturity or, if applicable, upon redemption or optional repayment. For additional special provisions relating to Floating Rate Notes, see the Final Prospectus.

If an Interest Payment Date with respect to any Floating Rate Note would otherwise fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note, and unless otherwise specified in the applicable Pricing Supplement, no additional interest shall accrue for the period from and after that Interest Payment Date, Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be, to the next Business Day. However, in the case of a LIBOR Note, if such day falls in the next calendar month, such Interest Payment Date will be the preceding day that is a Business Day with respect to such LIBOR Note.

Calculation of Interest. In the case of Fixed Rate Notes, interest (including payments for partial periods) will be calculated and paid on the basis of a 360-day year of twelve 30-day months. In the case of Floating Rate Notes, interest will be calculated and paid on the basis of the actual number of days in the interest period divided by 360 for Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes, on the basis of the actual number of days in the interest period divided by the actual number of days in the year for Treasury Rate Notes, on the basis of twelve 30-day months and a 360-day year for CMT Notes and on any other basis as set forth in the applicable Pricing Supplement. Floating Rate Notes will have daily, weekly, monthly, quarterly, semiannual or annual resets of the rate of interest which will be specified in the applicable Pricing Supplement and in the applicable Note.

Acceptance and Rejection of Offers. The Company shall have the sole right to accept an offer to purchase Notes from an Agent and may reject any such offer in whole or in part. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes from the Company received by it. Each Agent shall have the right, in their discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Notes in whole or in part.

Preparation of Pricing Supplements. If any offer to purchase a Note is accepted by the Company, the Company, with the approval of the Agent which presented such offer (the “Presenting Agent”), will prepare a Pricing Supplement reflecting the terms of such Note and file the Pricing Supplement with the Commission through the Commission’s Electronic Data Gathering And Retrieval system, in accordance with Rule 424 under the 1933 Act. The Presenting Agent will cause the Final Prospectus with the Pricing Supplement to be delivered to the purchaser of the Note.

In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Final Prospectuses prior to their use. Outdated Pricing Supplements, and the Final Prospectuses to which they are attached (other than those retained for files) will be destroyed.

Settlement. The receipt of immediately available funds by the Company in payment for a Note and the authentication and delivery of such Note shall, with respect to such Note, constitute “settlement”. Offers accepted by the Company will be settled from three to five

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Business Days after such acceptance by the Company or at a time as the purchaser and the Company shall agree (but no earlier than the next Business Day) pursuant to the timetable for settlement set forth in Parts II and III hereof under “Settlement Procedures” with respect to Book-Entry Notes and Certificated Notes, respectively. If procedures A and B of the applicable Settlement Procedures with respect to a particular offer are not completed on or before the time set forth under the applicable “Settlement Procedures Timetable”, such offer shall not be settled until the Business Day following the completion of settlement procedures A and B or such later date as the purchaser and the Company shall agree.

In the event of a purchase of Notes by any Agent as principal, appropriate settlement details will be set forth in the applicable Terms Agreement to be entered into between such Agent and the Company pursuant to the Distribution Agreement.

Procedure for Changing Rates or Other Variable Terms. When a decision has been reached to change the interest rate or any other variable term on any Notes being sold by the Company, the Company will promptly advise the Agent, and the Agent will forthwith suspend solicitation of offers to purchase such Notes. The Agents will telephone the Company with recommendations as to the changed interest rates or other variable terms. At such time as the Company advises the Agent of the new interest rates or other variable terms, the Agent may resume solicitation of offers to purchase such Notes. Until such time only “indications of interest” may be recorded. Immediately after acceptance by the Company of an offer to purchase at a new interest rate or new variable term, the Company, the Presenting Agent and the Trustee shall follow the procedures set forth under the applicable “Settlement Procedures.”  The foregoing procedure for changes shall in no way affect the Company’s right to suspend all solicitations of offers to purchase Notes as set forth in the Distribution Agreement.

Suspension of Solicitation; Amendment or Supplement. If, at any time when a Final Prospectus relating to the Notes is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the 1933 Act, the Company will notify the Agent promptly to suspend solicitation of purchases of the Notes and the Agent shall suspend its solicitations of purchases of securities; and if the Company shall decide to amend or supplement the Registration Statement or the Final Prospectus, it will promptly advise the Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its reasonable best efforts to cause any amendment of the Registration Statement containing an amended Final Prospectus to be made effective as soon as possible. Upon the Agent’s receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agent will resume solicitations of purchases of the Notes.

In addition, subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agent to suspend solicitation of offers to purchase at any time for a period of time or permanently. Upon receipt of such instructions the Agent will forthwith (but in any event within one Business Day) suspend

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solicitation of offers to purchase from the Company until such time as the Company has advised it that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Final Prospectus relating to the Notes (other than to change interest rates), it will promptly advise the Agent and the Trustee and will furnish the Agent and the Trustee with copies of the proposed amendment or supplement.

In the event that at the time the Agent, in its capacity as agent and not as principal, at the direction of the Company, suspends solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agent and the Trustee whether such orders may be settled and whether copies of the Final Prospectus as theretofore amended or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Final Prospectus may not be so delivered.

Delivery of Final Prospectus. A copy of the Final Prospectus and applicable Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent.

Authenticity of Signatures. No Agent will have any obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Documents Incorporated by Reference. The Company shall supply the Agent with an adequate supply of all documents incorporated by reference in the Registration Statement.

Business Day. “Business Day” shall mean any day that (i) is not a Saturday or Sunday, (ii) in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close, and (iii) if the interest rate formula basis is LIBOR, any day on which dealings or deposits in US dollars are transacted in the London interbank market.

Trustee Shall Not Risk Its Own Funds. Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or any Agent or the purchaser; it being understood by all parties that payments made by the Trustee to either the Company or any Agent shall be made only to the extent that funds are provided to the Trustee for such purpose.

PART II:PROCEDURES FOR BOOK-ENTRY NOTES

In connection with the administration of Book-Entry Note procedures, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Company and the Trustee to DTC, [                ], 2006 (the “Letter of Representation”), and a Medium-Term Note Certificate Agreement, dated December 2, 1988, between the Trustee and DTC (the

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“Certificate Agreement”), and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”).

Issuance. All Fixed Rate Notes issued in book-entry form having the same Original Issue Date, interest rate, Optional Repayment Date, if any, original issue discount features, if any, Redemption Date, if any, and Stated Maturity (collectively, the “Fixed Rate Terms”) will be represented initially by a single Book-Entry Note and all Floating Rate Notes issued in book-entry form having the same Original Issue Date, base rate upon which interest may be determined (each, an “Interest Rate Basis”), which may be the Commercial Paper Rate, the Federal Funds Rate, the Treasury Rate, LIBOR, the Prime Rate, the CMT Rate, or any other rate set forth by the Company, Initial Interest Rate, Index Maturity, Spread, if any, minimum interest rate, if any, maximum interest rate, if any, Redemption Date, if any, Optional Repayment Dates, if any, original issue discount features, if any, Interest Reset Dates, Interest Payment Dates and Stated Maturity (collectively, “Floating Rate Terms”) will be represented initially by a single Book-Entry Note.

Each Book-Entry Note will be dated and issued as of the date of its authentication by the Trustee. Each Book-Entry Note will bear an Interest Accrual Date, which will be (a) with respect to an original Book-Entry Note (or any portion thereof), its original Issue Date and (b) with respect to any Book-Entry Note (or portion thereof) issued subsequently upon exchange of a Book-Entry Note or in lieu of a destroyed, lost or stolen Book-Entry Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Book-Entry Note or Notes (or if no such payment or provision has been made, the Original Issue Date of the predecessor Book-Entry Note or Notes), regardless of the date of authentication of such subsequently issued Book-Entry Note. No Book-Entry Note shall represent any Note issued in certificated form.

With respect to Floating Rate Notes with automatically extended maturities (“Floating Rate Renewable Notes”), specific procedures relating to the issuance and the termination of the automatic extension of maturity of such Floating Rate Renewable Notes are set forth in the Letter of Representation.

Identification. The Company has arranged with the CUSIP Service Bureau of Standard & Poor’s Corporation (the “CUSIP Service Bureau”) for the reservation of CUSIP numbers which have been reserved for future assignment to Book-Entry Notes representing Notes issued in book-entry form and the Company has delivered to the Trustee and DTC an initial written list of such CUSIP numbers. The Trustee will assign CUSIP numbers to Book-Entry Notes as described below under Settlement Procedure B. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Book-Entry Notes. The Trustee will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers remain unassigned, to Book-Entry Notes, and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Book-Entry Notes representing Notes issued in book-entry form. Upon obtaining such additional CUSIP numbers, the Company will deliver a list of such additional numbers to the Trustee and DTC.

Registration. Each Book-Entry Note will be registered in the name of Cede & Co., as nominee for DTC, on the security register maintained by the Security Registrar under the

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Indenture. The beneficial owner of a Note issued in book-entry form (i.e., an owner of a beneficial interest in a Book-Entry Note) (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note issued in book-entry form, the “Participants”) to act as agent for such beneficial owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note issued in book-entry form in the account of such Participants. The ownership interest of such beneficial owner in such Note issued in book-entry form will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.

Transfers. Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Book-Entry Note.

Exchanges. The Trustee may deliver to DTC and the CUSIP Service Bureau at any time a written notice specifying (a) the CUSIP numbers of two or more Book-Entry Notes Outstanding on such date that represent Book-Entry Notes having the same Fixed Rate Terms or Floating Rate Terms, as the case may be (other than Original Issue Dates), and for which interest has been paid to the same date; (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date for the related Notes issued in book-entry form, on which such Book-Entry Notes shall be exchanged for a single replacement Book-Entry Note; and (c) a new CUSIP number, obtained from the Trustee, to be assigned to such replacement Book-Entry Note. Upon receipt of such a notice, DTC will send to its participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to the CUSIP Service Bureau written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Book-Entry Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Book-Entry Notes for a single Book-Entry Note bearing the new CUSIP number and the CUSIP numbers of the exchanged Book-Entry Notes will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. Notwithstanding the foregoing, if the Book-Entry Notes to be exchanged exceed $500,000,000 in aggregate principal amount, one replacement Book-Entry Note will be authenticated and issued to represent $500,000,000 of principal amount of the exchanged Book-Entry Notes and an additional Book-Entry Note or Notes will be authenticated and issued to represent any remaining principal amount of such Book-Entry Notes (See “Denominations” below).

Denominations. Book-Entry Notes will be issued in minimum denominations of $1,000, increased in integral multiples of $1,000, unless otherwise specified in the applicable Pricing Supplement. Book-Entry Notes will be denominated in principal amounts not in excess of $500,000,000. If one or more Notes issued in book-entry form having an aggregate principal amount in excess of $500,000,000 would, but for the preceding sentence, be represented by a single Book-Entry Note, then one Book-Entry Note will be issued to represent $500,000,000 principal amount of such Note or Notes issued in book-entry form and an additional Book-Entry Note or Notes will be issued to represent any remaining principal amount of such Note or Notes

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issued in book-entry form. In such a case, each of the Book-Entry Notes representing such Note or Notes issued in book-entry form shall be assigned the same CUSIP number.

Interest:  General. Unless otherwise indicated in the applicable Pricing Supplement, each payment of interest on each Book-Entry Note that is a Fixed Rate Note will include interest accrued through the day preceding, as the case may be, the Interest Payment Date, Stated Maturity, Redemption Date or Optional Repayment Date. Unless otherwise indicated in the applicable Pricing Supplement, interest payments on each Book-Entry Note that is a Floating Rate Note shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid (or from, and including, the date of issue if no interest has been paid with respect to such Floating Rate Note) to, but excluding, the Interest Payment Date. Interest payable on the Stated Maturity, Redemption Date or Optional Repayment Date of a Book-Entry Note will be payable to the Person to whom the principal of such Note is payable. Standard & Poor’s Credit Market Services will use the information received in the pending deposit message described under Settlement Procedure “C” below in order to include the amount of any interest payable and certain other information regarding the related Note in the appropriate weekly bond report published by Standard & Poor’s Credit Market Services.

Notice of Interest Payment Dates. The Trustee will provide monthly to the Company, upon request by the Company, a written list of the Interest Payment Dates that will occur in the next succeeding month with respect to Floating Rate Notes issued in book-entry form.

Payments of Principal and Interest:  Payments of Interest Only. Promptly after each Regular Record Date, the Trustee will deliver to, in a form acceptable to, the Company and DTC, notice specifying by CUSIP number the amount of interest to be paid on each Book-Entry Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with the Stated Maturity, Redemption Date or Optional Repayment Date) and the total of such amounts. The Company will confirm with the Trustee and DTC the amount payable on each Book-Entry Note on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor’s. On such Interest Payment Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, such total amount of interest due (other than on the Stated Maturity, Redemption Date or Optional Repayment Date), at the times and in the manner set forth below under “Manner of Payment”.

Payments at Maturity. On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal, interest and premium, if any, to be paid on each Book-Entry Note maturing either at Stated Maturity or on a Redemption Date or on an Optional Repayment Date, indicating whether the Stated Maturity of any Book-Entry Note may be subject to extension in the following month. The Trustee, the Company and DTC will confirm the amounts of such principal and interest payments with respect to a Book-Entry Note on or about the fifth Business Day preceding the Maturity of such Book-Entry Note. At such Maturity, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, the principal amount of such Note, together with interest and premium, if any, due at such Maturity, except with respect to any such Note whose Stated Maturity has been extended in accordance with the Pricing Supplement with respect to such Note, at the times and

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in the manner set forth below under “Manner of Payment”. If any Maturity of a Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity. Promptly after payment to DTC of the principal, interest and premium, if any, due at the Maturity of such Book-Entry Note, the Trustee will cancel and destroy such Book-Entry Note.

Manner of Payment. The total amount of any principal, premium, if any, and interest due on Book-Entry Notes on any Interest Payment Date or at Maturity shall be paid by the Company to the Trustee in funds available for use by the Trustee as of 9:30 a.m., New York City time, on such date. The Company will make such payment on such Book-Entry Notes by instructing the Trustee to withdraw funds from an account maintained by the Company at the Trustee. The Company will confirm such instructions in writing to the Trustee. Prior to 10:00 a.m., New York City time, on each Maturity date or as soon as possible thereafter, the Trustee will make each payment of interest, principal and premium, if any, due on a Book-Entry Note on such date to DTC in same day funds in accordance with DTC’s SDFS operating procedures. On each Interest Payment Date, interest payments shall be made to DTC in same day funds in accordance with existing arrangements between the Trustee and DTC. Thereafter on such dates, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names such Notes are recorded in the book-entry system maintained by DTC.

Neither the Company nor the Trustee shall have any responsibility or liability for the payment by DTC of the principal of, or interest on, the Book-Entry Notes to such Participants.

Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other Person responsible for forwarding payments and materials directly to the beneficial owner of such Note.

Acceptance and Rejections of Offers. The Company shall have the sole right to accept offers to purchase Notes from the Company and may reject any such offer in whole or in part. Each Agent shall promptly communicate to the Company, orally or in writing, each reasonable offer to purchase Book-Entry Notes from the Company received by it, other than those rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Notes in whole or in part.

Settlement Procedures. Settlement Procedures with regard to each Note in book-entry form sold by the Company through an agent, as Agent, will be as follows:

A.The Agent will advise the Company and the Trustee in writing, by telex or facsimile, of the following Settlement information:

1.Exact name in which the Note is to be registered (the “Registered Owner”).

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2.Exact address or addresses of the Registered Owner for delivery, notices and payments of principal and interest.

3.Taxpayer identification number of the Registered Owner.

4.Principal amount of the Note.

5.Fixed Rate Notes:

a)Interest Rate; and

b)Interest Payment Dates.

6.Floating Rate Notes:

a)Interest Rate Basis;

b)Initial Interest Rate;

c)Spread, if any;

d)Interest Rate Reset Dates;

e)Interest Rate Reset Period;

f)Interest Payment Dates;

g)Interest Payment Period;

h)Index Maturity;

i)Calculation Agent;

j)Maximum Interest rate, if any;

k)Minimum Interest rate, if any;

l)Calculation Date;

m)Interest Determination Dates;

n)Optional Repayment Dates, if any;

o)Redemption Dates, if any; and

p)Original issue discount, if any.

7.Price to public of the Note.

8.Trade date.

9.Settlement Date (Original Issue Date).

10.Maturity.

11.Option to Extend Maturity; if any.

12.Final Maturity Date, if applicable.

13.Net proceeds to the Company.

14.Agent’s commission (to be paid in the form of a discount from the proceeds remitted to the Company upon Settlement).

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B.The Company will advise the Trustee by telephone (confirmed in writing at any time on the same date) or electronic transmission of the information set forth in the above settlement information. The Trustee will then assign a CUSIP number to the Book-Entry Note representing such Note and advise the Company of such number. Each such communication by the Company shall constitute a representation and warranty by the Company to the Trustee and the Agents that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company, (ii) such Note, and the Book-Entry Note representing such Note, will conform with the terms of the Indenture and (iii) upon authentication and delivery of such Note, the aggregate initial offering price of all Notes issued under the Indenture will not exceed the principal amount authorized for issuance under the Indenture (except for Book-Entry Notes represented by global Notes authenticated and delivered in exchange for or in lieu of global Notes pursuant to Sections 3.4, 3.5 or 3.6 of the Indenture and except for Certificated Notes authenticated and delivered upon registration of transfer of, in exchange for, or in lieu of Certificated Notes pursuant to any such Sections).

C.The Trustee will communicate to DTC and the Agent through DTC’s Participant Terminal System, a pending deposit message specifying the following settlement information:

1.The information set forth in Settlement Procedure A.

2.Identification numbers of the participant accounts maintained by DTC on behalf of the Trustee and the Agent.

3.Identification as a Fixed Rate Book-Entry Note or Floating Rate Book-Entry Note.

4.Initial Interest Payment Date for such Note, number of days by which such date succeeds the related record date for DTC purposes (which shall be the Regular Record Date, or, in the case of Floating Rate Notes which reset daily or weekly, the date which is five calendar days preceding the Interest Payment Date) and, if then calculable, the amount of interest payable on such Interest Payment Date (which amount shall have been confirmed by the Trustee).

5.Frequency of interest payments (monthly, semiannually, quarterly, etc.)

6.CUSIP number of the Book-Entry Note representing such Note.

7.Whether such Book-Entry Note represents any other Notes issued or to be issued in book-entry form.

D.The Trustee will complete and deliver to the Company a Book-Entry Note representing such Note in a form that has been approved by the Company and the Agents.

E.The Trustee will authenticate the Book-Entry Note representing such Note.

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F.DTC will credit such Note to the participant account of the Trustee maintained by DTC.

G.The Trustee will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Note to the Trustee’s participant account and credit such Note to the participant account of the Presenting Agent maintained by DTC and (ii) to debit the settlement account of the Presenting Agent and credit the settlement account of the Trustee maintained by DTC, in an amount equal to the price of such Note less such Agent’s commission. Any entry of such a deliver order shall be deemed to constitute a representation and warranty by the Trustee to DTC that (i) the Book-Entry Note representing such Note has been executed and authenticated and (ii) the Trustee is holding such Book-Entry Note pursuant to the Medium-Term Note Certificate Agreement between the Trustee and DTC.

H.The Presenting Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Note to the Presenting Agent’s participant account and credit such Note to the participant account of the Participants maintained by DTC and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Presenting Agent maintained by DTC, in an amount equal to the initial public offering price of such Note.

I.Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures G and H will be settled in accordance with SDFS operating procedures in effect on the Settlement Date.

J.The Trustee, upon receipt of such funds, will credit to an account of the Company maintained at the Trustee funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure G.

K.If requested by the Company, the Trustee will send a copy of the Book-Entry Note by first-class mail to the Company together with a statement setting forth the principal amount of Notes outstanding as of the related Settlement Date after giving effect to such transaction and all other offers to purchase Notes of which the Company has advised the Trustee but which have not yet been settled.

L.The Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participant with respect to such Note a confirmation order through DTC’s institutional delivery system or by mailing a written confirmation to such purchaser.

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Settlement Procedures Timetable. For orders of Notes accepted by the Company, Settlement Procedures “A” through “L” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below:

Settlement Procedure	Time
A, B	11:00 a.m. on the trade date
C	2:00 p.m. on the trade date
D	3:00 p.m. on the Business Day before the Settlement Date
E	9:00 a.m. on the Settlement Date
F	10:00 a.m. on the Settlement Date
G, H	No later than 2:00 p.m. on the Business Day prior to the Settlement Date
I	4:45 p.m. on the Settlement Date
J, L	5:00 p.m. on the Settlement Date

If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures A, B, and C may, if necessary, be completed at any time prior to the specified times on the first Business Day after such sale date. In connection with a sale which is to be settled more than one Business Day after the trade date, if the initial interest rate for a Floating Rate Note is not known at the time that Settlement Procedure A is completed, Settlement Procedures B and C shall be completed as soon as such rates have been determined, but no later than 11:00 a.m. and 2:00 p.m., New York City time, respectively, on the second Business Day before the Settlement Date. Settlement Procedure I is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date.

If settlement of a Book-Entry Note is rescheduled or canceled, the Trustee, upon receipt of notice of such cancellation will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date.

Failure to Settle. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure G, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains a principal amount of the Book-Entry Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Notes represented by a Book-Entry Note, the Trustee will cancel and destroy such Book-Entry Note and deliver to the Company a certificate of destruction with respect to each cancelled Note. The CUSIP number assigned to such Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Notes represented by a Book-Entry Note, the Trustee

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will exchange such Book-Entry Note for two Book-Entry Notes, one of which shall represent the Book-Entry Notes for which withdrawal messages are processed and shall be cancelled immediately after issuance, and the other of which shall represent the other Notes previously represented by the surrendered Book-Entry Note and shall bear the CUSIP number of the surrendered Book-Entry Note.

If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s participant Terminal System reversing the orders entered pursuant to Settlement Procedures G and H, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company.

Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to a Note that was to have been represented by a Book-Entry Note also representing other Notes, the Trustee will provide, in accordance with Settlement Procedures D and E, for the authentication and issuance of a Book-Entry Note representing such remaining Notes and will make appropriate entries in its records.

PART III:  PROCEDURES FOR CERTIFICATED NOTES

Denominations. Certificated Notes will be issued in minimum denominations of $1,000 increased in integral multiples of $1,000, unless otherwise specified in the applicable Pricing Supplement.

Interest. Each Certificated Note will bear interest in accordance with its terms.

Payments of Principal and Interest. Upon presentment and delivery of a Certificated Note, the Trustee will pay the principal amount of such Note on the Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be, and the final installment of interest in immediately available funds. All interest payments on a Certificated Note, other than interest due on the Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be, will be made by check drawn on the Trustee and mailed by the Trustee to the person entitled thereto as provided in such Note. However, holders of $10,000,000 or more in aggregate principal amount of Certificated Notes (or such other amount specified in an applicable Pricing Supplement) (whether having identical or different terms and provisions) shall be entitled to receive payments of interest, other than at maturity, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee not less than 16 days prior to the applicable Interest Payment Date. Any payment of principal or interest required to be made on an Interest Payment Date or on the Stated Maturity, Redemption

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Date or Optional Repayment Date of a Certificated Note which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day, (except that in the case or a LIBOR Note, if such day falls in the next calendar month, such Interest Payment Date will be the preceding day that is a Business Day with respect to such LIBOR Note) with the same force and effect as if made on the Interest Payment Date, Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be, and no interest shall accrue for the period from and after such Interest Payment Date, Stated Maturity, Redemption Date or Optional Repayment Date.

The Trustee will provide monthly to the Company, upon request of the Company, a list of the principal and interest to be paid on Certificated Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid as required by applicable law, but shall be relieved from any such responsibility if it acts in good faith and in reliance upon an opinion of counsel.

Certificated Notes presented to the Trustee on the Stated Maturity, Redemption Date or Optional Repayment Date for payment will be cancelled by the Trustee. All such cancelled Notes held by the Trustee shall be destroyed.

Settlement Procedures. Settlement Procedures with regard to each Certificated Note purchased through any Agent, as agent, shall be as follows:

A.The Presenting Agent will advise the Company by telephone of the following Settlement information with regard to each Certificated Note:

1.Exact name of the Registered Owner.

2.Exact address or addresses of the Registered Owner for delivery, notices and payments of principal and interest.

3.Taxpayer identification number of the Registered Owner.

4.Principal amount of the Note.

5.Denomination of the Note.

6.Fixed Rate Notes:

a)Interest Rate; and

b)Interest Payment Dates.

7.Floating Rate Notes:

a)Interest Rate Basis;

b)Initial Interest Rate;

c)Spread, if any;

d)Interest Rate Reset Dates;

e)Interest Rate Reset Period;

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f)Interest Payment Dates;

g)Interest Payment Period;

h)Index Maturity;

i)Calculation Agent;

j)Maximum Interest rate, if any;

k)Minimum Interest rate, if any;

l)Calculation Date;

m)Interest Determination Dates;

n)Optional Repayment Dates, if any;

o)Redemption Dates, if any; and

p)Original issue discount, if any.

8.Price to public of the Note.

9.Trade date.

10.Settlement Date (Original Issue Date).

11.Maturity.

12.Option to Extend Maturity; if any.

13.Final Maturity Date, if applicable.

14.Net proceeds to the Company.

15.Agent’s commission (to be paid in the form of a discount from the proceeds remitted to the Company upon Settlement).

B.The Company shall provide to the Trustee, by telex or facsimile or other mutually acceptable method, the above Settlement information received from the Agent and shall cause the Trustee to execute, authenticate and deliver the Notes. The Company also shall provide to the Trustee and the Agent a copy of the applicable Pricing Supplement.

C.The Trustee will complete the preprinted 4-ply Note packet containing the following documents in forms approved by the Company, the Presenting Agent and the Trustee:

1.Note with Agent’s customer confirmation.

2.Stub 1 - for Trustee.

3.Stub 2 - for Agent.

4.Stub 3 - for the Company.

D.With respect to each trade, the Trustee will deliver the Notes and Stub 2 thereof to the Presenting Agent at the following applicable address:  Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention:  MTN Desk, Corporate Bond

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Trading, Fixed Income Department; or, if sent to the Company shall be directed to it at The Bear Stearns Companies Inc., 383 Madison Avenue, New York, New York 10179, Attention:  Chief Financial Officer. The Trustee will keep Stub 1. The Presenting Agent will acknowledge receipt of the Note through a broker’s receipt and will keep Stub 2. Delivery of the Note will be made only against such acknowledgment of receipt. Upon determination that the Note has been authorized, delivered and completed as aforementioned, the Presenting Agent will wire the net proceeds of the Note after deduction of its applicable commission to the Company pursuant to standard wire instructions given by the Company.

E.The Presenting Agent will deliver the Note (with confirmations), as well as a copy of the Final Prospectus and any applicable Pricing Supplement received from the Company to the purchaser against payment in immediately available funds.

F.The Trustee will send Stub 3 to the Company.

Settlement Procedures Timetable. For offers accepted by the Company, Settlement Procedures “A” through “F” set forth above shall be completed on or before the respective times set forth below:

Settlement Procedure	Time
A, B	3:00 p.m. on Business Day prior to Settlement
C, D	2:15 p.m. on day of settlement
E	3:00 p.m. on day of settlement
F	5:00 p.m. on day of settlement

Failure to Settle. In the event that a purchaser of a Certificated Note from the Company shall either fail to accept delivery of or make payment for a Certificated Note on the date fixed for settlement, the Presenting Agent will forthwith notify the Trustee and the Company by telephone, confirmed in writing, and return the Certificated Note to the Trustee.

The Trustee, upon receipt of the Certificated Note from the Agent, will immediately advise the Company and the Company will promptly arrange to credit the account of the Presenting Agent in an amount of immediately available funds equal to the amount previously paid by such Agent in settlement for the Certificated Note. Such credits will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the Settlement Date; provided that the Company has received notice on the same day. If such failure shall have occurred for any reason other than failure by such Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Trustee will cancel and destroy the Certificated Note, make appropriate entries in its records to reflect the fact that the Certificated Note was never issued, and accordingly notify in writing the Company.

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EXHIBIT B

MEDIUM-TERM NOTE COMMISSION SCHEDULE

Maturity Ranges	Commission*
More than 9 months to less than 1 year	.125	%
1 year to less than 18 months	.150
18 months to less than 2 years	.200
2 years to less than 3 years	.250
3 years to less than 4 years	.350
4 years to less than 5 years	.450
5 years to less than 6 years	.500
6 years to less than 7 years	.550
7 years to less than 10 years	.600
10 years to less than 15 years	.625
15 years to less than 20 years	.675
20 years or more	.750

*Any Agent may agree with the Company in respect of the sale of any Note to accept a commission other than one based upon the specified ranges of maturity, in which case such commission will be set forth in the Pricing Supplement applicable to such Note, provided, however, that such commission shall in no event exceed 8.0%.

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EXHIBIT C

THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTES, SERIES B

Form of Agent Accession Agreement

             , 200  

[Name and address
of Additional Agent]

Ladies and Gentlemen:

Reference is made to that certain Distribution Agreement, dated as of [              ], 2006 (the “Distribution Agreement”), between The Bear Stearns Companies Inc. (the “Company”) and Bear, Stearns & Co. Inc. (the “Lead Agent”) pertaining to certain Medium-Term Notes, Series B (the “Notes”).

In connection with your acting as an agent of the Company in connection with the offer and sale of [specific notes] (the “Notes due    ”), the Company agrees that you shall be entitled to the benefits of the terms and conditions of the Distribution Agreement in connection with the offer and sale of the Notes due          as if you were an Agent. If specified by the Lead Agent, in its sole discretion, the Company agrees to provide on or prior to the settlement date of the Notes due          (i) a letter from each of (a) the General Counsel of the Company, (b) Cadwalader, Wickersham & Taft LLP and (c) Agent Counsel, authorizing you to rely on the opinions delivered to the Agents by the Company pursuant to Sections 5(b)(1), 5(b)(2) and 5(b)(3) of the Distribution Agreement as of the date of such opinion as if it were addressed and delivered to you, (ii) a letter from the Chief Financial Officer of the Company authorizing you to rely on the officers’ certificate most recently delivered to the Agents pursuant to Section 5(c) of the Distribution Agreement as of the date of such certificate and (iii) a comfort letter addressed to you from Deloitte & Touche LLP dated the date of and substantially in the form of the most recent comfort letter delivered to the Agents pursuant to Section 5(d) of the Distribution Agreement.

This Agent Accession Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Transmission by telecopier or facsimile transmission of an executed counterpart of this Agent Accession Agreement shall constitute due and sufficient delivery of such counterpart.

If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, whereupon this letter shall constitute a binding agreement between the Company and you in accordance with its terms.

[Signature Pages Follow]

C-1

THE BEAR STEARNS COMPANIES INC.
By
	Name:
	Title:

Accepted in New York, New York,
as of the date hereof:

[Name of Additional Agent]
By
	Name:
	Title:

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EXHIBIT D

THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTES, SERIES B

Form of Terms Agreement

             , 200  

[Name and address
of Additional Agent]

Ladies and Gentlemen:

Reference is made to that certain Distribution Agreement, dated as of March [•], 2006 (the “Distribution Agreement”), between The Bear Stearns Companies Inc. (the “Company”) and Bear, Stearns & Co. Inc. (the “Lead Agent”) pertaining to Medium-Term Notes, Series B (the “Notes”). In accordance with and subject to the terms and conditions stated herein and in the Distribution Agreement, the Company proposes to issue and sell to each of you (the “Purchasers”) the securities specified in Schedule A hereto (the “Purchased Securities”), as principal.

Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents (as defined in the Distribution Agreement), as agents of the Company, of offers to purchase Notes, is incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Nothing contained in this Terms Agreement or in the Distribution Agreement shall make any party to this Terms Agreement an agent of the Company or make such party subject to the provisions of the Distribution Agreement, in either case with respect to the solicitation of offers to purchase Notes from the Company, solely by virtue of such party’s execution of this Terms Agreement.

Each of the representations and warranties set forth in the Distribution Agreement shall be deemed to have been made at and as of the date of this Terms Agreement and at and as of the time of delivery of the Purchased Securities, except that each representation and warranty in Section 1 of the Distribution Agreement which makes reference to the Final Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Final Prospectus, and also a representation and warranty as of the date of this Terms Agreement and as of the time of delivery of the Purchased Securities in relation to the Final Prospectus as amended and supplemented to relate to the Purchased Securities.

Each Agent represents that, Schedule B to this Terms Agreement is a complete list of any “free writing prospectus”, as defined in Rule 405 under the 1933 Act, for which the Agents have received prior consent of the Company and the Lead Agent.

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Each Agent represents that, no Incorporated Document (as defined in the Distribution Agreement) has been filed or will be filed with the Commission after the Commission’s close of business on the business day immediately prior to the date of execution of this Terms Agreement, except as set forth on Schedule C to such Terms Agreement.

Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to each of you, and you agree to purchase from the Company, the aggregate principal amount of Purchased Securities forth adjacent to your name on the signature pages below, at the time and place and at the purchase price set forth in Schedule A hereto.

If specified by the Lead Agent, in its sole discretion, the Company agrees to provide on or prior to the settlement date of the Notes due          (i) a letter from each of (a) the General Counsel of the Company, (b) Cadwalader, Wickersham & Taft LLP and (c) Agent Counsel, authorizing you to rely on the opinions delivered to the Agents by the Company pursuant to Sections 5(b)(1), 5(b)(2) and 5(b)(3) of the Distribution Agreement as of the date of such opinion as if it were addressed and delivered to you, (ii) a letter from the Chief Financial Officer of the Company authorizing you to rely on the officers’ certificate most recently delivered to the Agents pursuant to Section 5(c) of the Distribution Agreement as of the date of such certificate and (iii) a comfort letter addressed to you from Deloitte & Touche LLP dated the date of and substantially in the form of the most recent comfort letter delivered to the Agents pursuant to Section 5(d) of the Distribution Agreement.

If one or more of the Purchasers shall fail at the Settlement Date to purchase the Purchased Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the non-defaulting Purchasers (the “non-defaulting Purchasers”) shall have the right, within 24 hours thereafter, to make arrangements for one or more of them to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then:

(a)if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Purchased Securities to be so purchased hereunder on the Settlement Date, the non-defaulting Purchasers shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all non-defaulting Purchasers; or

(b)if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Purchased Securities to be so purchased hereunder on the Settlement Date, this Terms Agreement shall terminate without liability on the part of any non-defaulting Purchaser.

No action taken pursuant to this paragraph shall relieve any defaulting Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Terms Agreement, either the non-defaulting Purchasers or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to

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effect any required changes in the Registration Statement, the Final Prospectus Supplement, or any other documents or arrangements.

This Terms Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Transmission by telecopier or facsimile transmission of an executed counterpart of this Terms Agreement shall constitute due and sufficient delivery of such counterpart.

If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, whereupon this letter shall constitute a binding agreement between the Company and you in accordance with its terms.

[Signature Pages Follow]

D-3

THE BEAR STEARNS COMPANIES INC.
By
	Name:
	Title:

Accepted in New York, New York,
as of the date hereof:

Name of Additional Agent
By		$
	Name:
	Title:

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Schedule A to Exhibit D

Term Sheet

The terms of the Notes shall be as follows:

If fixed rate notes:

Principal Amount:

Public Offering Price:

Purchase Price by Bear Stearns:

Purchase Price by Additional Agents:

Settlement Date and Time:

Place of Delivery:

Methods of and Specified Funds
for Payment of Purchase Price:

Interest Rate:

Interest Accrual Date:

Interest Payment Dates:

Maturity Date:

Option to Extend Maturity Date:

Optional Repayment Date(s):

Optional Redemption Date(s):

Redemption upon death of
Beneficial Owner:

CUSIP:

Minimum Denominations:

Additional Terms:

If floating rate notes:

Base Rate:

D-5

Principal Amount:

Public Offering Price:

Purchase Price by Bear Stearns:

Purchase Price by Additional Agents:

Settlement Date and Time:

Place of Delivery:

Methods of and Specified Funds
 for Payment of Purchase Price:

Initial Interest Rate:

Interest Payment Date(s):

Interest Reset Date(s):

Interest Reset Period:

Index Maturity:

Interest Payment Period:

Maximum Interest Rate:

Minimum Interest Rate:

Spread:

Maturity Date:

Option to Extend Maturity, if any:

Optional Repayment Date(s):

Optional Redemption Date(s):

Calculation Agent:

CUSIP:

Minimum Denominations:

Additional Terms:

D-6

Schedule B to Exhibit D

[List of Issuer Free Writing Prospectuses
and Approved Underwriter Free Writing Prospectuses]

D-7

Schedule C to Exhibit D

[Documents that are filed with the Securities and Exchange Commission
after the SEC’s close of business on the business day immediately prior to the
date of execution of this Terms Agreement]

D-8

Schedule I

Opinion of Company Counsel

1.Each of the Company, Bear, Stearns & Co. Inc. (“Bear Stearns”) and Bear, Stearns Securities Corp. (“BSSC”) is a corporation, validly existing and in good standing under the laws of the State of Delaware, and each of Bear, Stearns International Limited (“BSIL”) and Bear Stearns Holdings Limited (“BSHL”) is a corporation validly existing in Great Britain and registered in England and Wales, and each has the corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Final Prospectus. Each of the Company, Bear Stearns and BSSC is duly qualified to transact business and is in good standing as a foreign corporation in the State of New York and each of BSIL and BSHL is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which such qualification is required, whether by reason of ownership or leasing of property or conduct of business, except where failure to so qualify would not have a Material Adverse Effect. The opinion in the previous sentence, as to the good standing of the Company, Bear Stearns and BSSC in the State of New York, is based solely on good standing certificates from the Secretary of State of New York, through the date hereof, and no opinion is given as to the payment of New York franchise taxes. All of the outstanding shares of capital stock of Bear Stearns is owned of record and, to our knowledge, beneficially by the Company and all of the outstanding voting capital stock of BSSC is owned of record and, to our knowledge, beneficially by Bear Stearns; all of the outstanding shares of capital stock of BSIL is owned of record and, to our knowledge, beneficially by BSHL and Bear Stearns UK Holdings Limited, a wholly-owned subsidiary of the Company (“BSUK”); and all of the outstanding shares of capital stock of BSHL is owned of record and, to our knowledge, beneficially by BSUK, in each case free and clear, to our knowledge, of any lien, security interest or other encumbrance.

2.The execution, delivery and performance by the Company of the Indenture and the consummation by the Company of the transactions contemplated thereby have been duly authorized by the Company. The Indenture has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.The Company has the corporate power to authorize, create and issue the Notes, and the Notes, when duly executed by the Company, authenticated by the Trustee in the manner contemplated in the Indenture, and sold and delivered by the Company pursuant to the Distribution Agreement, will be legal, valid and binding obligations of the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is

I-1

sought in a proceeding at law or in equity), and will be validly issued and outstanding and entitled to the benefits provided by the Indenture. The statements in the Final Prospectus under the captions “Description of Debt Securities” and “Description of Notes” insofar as they purport to summarize certain provisions of documents specifically referred to therein, are accurate summaries in all material respects of such provisions.

4.The Company has the corporate power and authority to execute and deliver the Distribution Agreement [and the Terms Agreement] and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Distribution Agreement [and the Terms Agreement] and the consummation by the Company of the transactions contemplated thereby have been duly authorized by the Company. The Distribution Agreement [and the Terms Agreement] has [have] been duly authorized, executed and delivered by the Company and constitute[s] [a] legal, valid and binding agreement[s] of the Company, enforceable against the Company in accordance with its [their] terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law or considerations of public policy.

5.The execution of the Distribution Agreement [and the Terms Agreement], the delivery of the Distribution Agreement [and the Terms Agreement] and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof (a) do not result in a violation of any provision of the Certificate of Incorporation or By-Laws of the Company or any Applicable Laws applicable to the Company (other than United States federal and state securities laws, as to which we express no opinion in this sentence) and (b) do not breach or result in a violation of, or default under, any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound. The execution and delivery by the Company of the Distribution Agreement [, the Terms Agreement] and the Indenture, or the consummation by the Company of the transactions contemplated thereby do not require any Governmental Approval to be obtained on the part of the Company, except for those that (i) may be required by Rule 424(b) promulgated under the 1933 Act, (ii) may be required under federal and state securities or blue sky laws, as to which we express no opinion, or (iii) have been made or obtained under the 1933 Act or the Trust Indenture Act.

References in this letter to “Applicable Laws” are to those laws, rules and regulations of the State of New York and of the United States of America that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents, and the General Corporation Law of the State of Delaware. References in this letter to “Governmental Authorities” are to executive, legislative, judicial, administrative or regulatory bodies of the State of New York or the United States of America and the Secretary of State of the State of Delaware. References in this letter to “Governmental Approval” are to any consent, approval, license, authorization or

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validation of, or filing, recording or registration with, any Governmental Authority pursuant to Applicable Laws.

6.The Registration Statement, as of its effective date, and the Final Prospectus, as of its issue date and as of the date hereof, complied and comply as to form in all material respects with the requirements of the 1933 Act and the Trust Indenture Act and the rules and regulations thereunder (except that no opinion is expressed herein with respect to the financial statements and notes thereto, the financial statement schedules and the other numerical, financial, statistical, quantitative and accounting data included or incorporated by reference therein or that should have been included therein).

7.The Registration Statement became effective under the 1933 Act upon its filing with the Commission and, to our knowledge, no Stop Order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been initiated or threatened by the Commission. Any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b).

8.To our knowledge, based upon telephonic confirmation from the Commission, the Indenture has been qualified under the Trust Indenture Act.

9.The statements made in the Final Prospectus under the caption “Certain US Federal Income Tax Considerations,” to the extent such statements summarize material federal tax consequences of the purchase, beneficial ownership and disposition of the Notes to the holders thereof described therein, are correct in all material respects. All such statements are based upon current law, which is subject to change, possibly with retroactive effect, and we assume no obligation to update or supplement this letter to reflect any facts, circumstances, laws, rules or regulations, or any changes thereto, or any court or other authority or body decisions or governmental or regulatory authority determinations which may hereafter occur or come to our attention. Further, there can be no assurance that the Internal Revenue Service will not take a contrary position.

We have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information contained in the Registration Statement, the Disclosure Package or the Final Prospectus, and we do not pass upon or assume any responsibility therefor. However, in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus, we have attended certain conferences and participated in the conversations with representatives of the Company, your representatives and representatives of [                                           ], your counsel, and representatives of the Company’s independent public accountants. On the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to in this opinion letter, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus which causes us to believe that, (i) as of the effective date of the Registration Statement, the Registration Statement

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contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of its date or as of the date hereof, the Final Prospectus (including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package, as of the Execution Time or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact that required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that we express no view as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included or incorporated by reference in the Registration Statement or the Final Prospectus.

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Schedule II

Opinion of Agent Counsel

1.The Registration Statement, as of its effective date, and the Final Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein and any numerical, financial, statistical and quantitative data included therein, as to which we express no view), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder applicable to such documents as of the relevant date.

In connection with the preparation of the Registration Statement and the Final Prospectus, we participated in conferences with your representatives and with certain officers and employees of, and counsel and independent public accountants for, the Company, at which the contents of the Registration Statement and the Final Prospectus and related matters were discussed. On the basis of such participation and review (relying as to materiality to a large extent upon the opinions of officers and other representations of the Company), but without independent verification by us of, and without assuming any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Final Prospectus or any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the Registration Statement, at the time it became effective, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Final Prospectus, as of its date and as of the date hereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that we express no opinion with respect to (i) the financial statements and notes thereto and related schedules and other financial, numerical, statistical and accounting data contained in or omitted from the Registration Statement or the Final Prospectus; (ii) the Form T-1; or (iii) any documents incorporated by reference into the Registration Statement.

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Schedule III

Comfort Letter

We have audited the consolidated statements of financial condition of The Bear Stearns Companies Inc. and its subsidiaries (the “Company”) as of                                  and                                  and the consolidated statements of income, cash flows and changes in stockholders’ equity for the fiscal years ended                                 ,            and           , and the related financial statement schedules all included or incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended                                  incorporated by reference in the registration statement (No. 333-          ) on Form S-3 filed by the Company under the Securities Act of 1933 (the “1933 Act”); our reports dated                                  with respect thereto are also incorporated by reference in that registration statement. The registration statement, including the Final Prospectus dated                                  , and the Final Prospectus Supplement dated                                  is herein referred to as the “Registration Statement”.

In connection with the Registration Statement:

1.We are independent certified public accountants with respect to the Company within the meaning of the 1933 Act and the applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”).

2.In our opinion, the consolidated financial statements and financial statement schedules audited by us and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the Securities Exchange Act of 1934 (the “1934 Act”) and the related rules and regulations adopted by the SEC.

3.We have not audited any financial statements of the Company as of any date or for any period subsequent to                 ; although we have conducted an audit for the year ended                                 , the purpose (and therefore the scope) of the audit was to enable us to express our opinion on the consolidated financial statements as of                                 , and for the year then ended, but not on the consolidated financial statements for any interim period within that year. Therefore, we are unable to and do not express any opinion on the unaudited consolidated statements of financial condition as of                 ,                 , and                  and the unaudited consolidated statements of income and cash flows for the three-month periods ended                 and                  [,the three-month periods and six-month periods ended                  and                 ,] [and the three-month periods and the nine-month periods ended                  and                 ] included in the Company’s Quarterly Report on Form 10-Q for the quarter[s] ended                 , filed with the SEC and incorporated by reference in the Registration Statement; or on the financial position, results of operations, or cash flows as of any other date or for any period subsequent to                 .

4.For the purposes of this letter, we have read the minutes and draft minutes of the meetings and special meetings of the Executive Committee of the Board of Directors of the Company and Bear, Stearns & Co. Inc. for the period from                  to                 . Officials of the Company have advised us that no draft minutes are available subsequent

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to                 . We have carried out other procedures to                  as follows (our work did not extend to the period                  to                 ):

(a)With respect to the three-month periods ended                  and                  [and the three-month periods and the six-month periods ended                  and                 ] [and the three-month periods and the nine-month periods ended                  and                 ], we have:

(i)Performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the unaudited consolidated statements of financial condition as of                 , the unaudited consolidated statements of income and cash flows for the three-month periods ended                  and                 , [and the three-month periods and the six-month periods ended                  and                 ,] [and the three-month periods and the nine-month periods ended                  and                 ] included in the Company’s quarterly report on Form 10-Q for the quarter ended                 , incorporated by reference in the Registration Statement.

(ii)Inquired of certain officials of the Company who have responsibility for financial and accounting matters whether the unaudited consolidated financial statements referred to in (a)(i) comply as to form in all material respects with the applicable accounting requirements of the 1934 Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC and are stated on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference in the Registration Statement.

(b)With respect to the period from                  to                 , we have:

Been advised by officials of the Company that no fiscal quarterly unaudited consolidated statement of financial condition as of any date subsequent to                  and no fiscal quarterly unaudited consolidated statement of income for any period subsequent to                  and no fiscal quarterly unaudited consolidated statement of cash flows for any period subsequent to                   were available.

The foregoing procedures do not constitute an audit conducted in accordance with auditing standards generally accepted in the United States of America. Also, they would not necessarily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations about the sufficiency of the foregoing procedures for your purposes.

5.Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe that:

(a)(i)Any material modifications should be made to the unaudited consolidated financial statements described in 4(a)(i), incorporated by reference in the

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Registration Statement, for them to be in conformity with accounting principles generally accepted in the United States of America.

(ii)The unaudited consolidated financial statements described in 4(a)(i) do not comply as to form in all material respects with the applicable accounting requirements of the 1934 Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC.

(b)(i)For the period                  to                 , there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, revenues net of interest expense, or net income, except in all instances for changes, increases, or decreases that the Registration Statement discloses have occurred or may occur [and except that consolidated                  decreased from the corresponding period in the preceding year].

6.As mentioned in 4(b), Company officials have advised us that no fiscal quarterly unaudited consolidated statement of financial condition as of any date subsequent to                 , no fiscal quarterly unaudited consolidated statement of income for any period subsequent to                   and no fiscal quarterly unaudited consolidated statement of cash flows for any period subsequent to                  are available; accordingly, the procedures carried out by us with respect to changes in financial statement items have, of necessity, been even more limited than those with respect to the earlier periods referred to in 4. We have inquired of certain officials of the Company who have responsibility for financial and accounting matters whether (a) at                  there was any change in the preferred or common stock or increase in short or long-term indebtedness of the Company as compared with amounts shown on the                  unaudited consolidated statement of financial condition incorporated by reference in the Registration Statement or (b) for the period                  to                  there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, revenues net of interest expense, or net income.

Those officials referred to above stated that (a) at              there was [no change] in the common or preferred stock other than purchases of common stock treasury shares and the issuances of common shares out of treasury [and retirement of preferred stock of $          ] or in the short-term indebtedness other than a net [increase][decrease] in short-term borrowings [due to additional net bank borrowings, commercial paper, and medium-term notes and other] of approximately $                 [due             ] and in the long-term indebtedness other than the retirements/maturities of long-term borrowings of approximately $           and issuances of the following:                                       , and (b) for the period            to           , Company officials have informed us that no fiscal quarterly information subsequent to              is available as to whether there were decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, revenues net of interest expense, or net income.

7.For the purposes of this letter, we have also read the following, included or incorporated by reference in the Registration Statement on the indicated pages:

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Item Page Description

Annual Report for [                     ]

a.o“Selected Financial Data.” All amounts excluding “Employees”.

b.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. All dollar, share and per share amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

10-K Report for [                     ]

c.Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Quarterly Report on Form 10-Q for the Period Ended [                     ]

d.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. All dollar, share and per share amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

e.Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Quarterly Report on Form 10-Q for the Period Ended [                     ]

f.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. All dollar, share and per share amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

g.Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Quarterly Report on Form 10-Q for the Period Ended [           ]

h.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All dollar, share and per share amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources.”

i.Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Prospectus dated [                 ]

j.o“Ratio of Earnings to Fixed Charges.”

Prospectus Supplement dated [          ]

k.o“Description of the Notes”, Ranking Summary regarding outstanding indebtedness of the Company and its subsidiaries at               .

8.Our audit of the consolidated financial statements for the periods referred to in the introductory paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. For none of the periods referred to therein, nor for any other period, did we

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perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions such as those enumerated above, and, accordingly, we express no opinion thereon.

9.However, for the purposes of this letter, we have performed the following additional procedures, which were applied as indicated with respect to the items outlined in 7 above.

a.With respect to items 7.a., 7.b., 7.d., 7.f. and 7.h., we (i) compared the dollar and share amounts to the respective amounts in the Company’s audited consolidated financial statements for the applicable periods indicated or to the Company’s unaudited consolidated financial statements for the three-month periods ended                and               , and the three and six-month periods ended                and               , and the three and nine-month periods ended               and               , incorporated by reference in the Registration Statement, to the extent such amounts are included in or can be derived from such statements and found them to be in agreement; (ii) compared other dollar and share amounts to amounts shown in the Company’s accounting records or analyses prepared by the Company and found them to be in agreement; (iii) proved the arithmetic accuracy of the percentages based on the data in the above-mentioned financial statements, accounting records, and analyses; and (iv) compared amounts in the analyses prepared by the Company with amounts shown in the Company’s accounting records and found them to be in agreement.

b.With respect to items 7.c., 7.e., 7.g., 7.i. and 7.j., we (i) compared the amounts of Earnings Before Taxes on Income, Net Income and the amounts of Interest Fixed Charge to the respective amounts in the Company’s audited consolidated financial statements for the applicable periods indicated or to the Company’s unaudited consolidated financial statements for the three-months periods ended                and               , and the three and six-month periods ended                and               , and the three and nine-month periods ended                and               , incorporated by reference in the Registration Statement, and found them to be in agreement; (ii) proved the arithmetic accuracy of the Interest Factor in Rents Fixed Charge by multiplying rent expense per the Company’s accounting records by one-third; (iii) compared the amount of interest adjusted fixed charge, weighted average common and common equivalent shares outstanding and other dollar amounts to amounts in analyses prepared by the Company and found them to be in agreement (we make no comment regarding the completeness or appropriateness of the Company’s determination of what constitutes interest adjusted fixed charge); (iv) compared the amounts contained in the analyses described in (iii) above to amounts in the Company’s accounting records and found them to be in agreement; and (v) proved the arithmetic accuracy of the ratios and amounts based on the above-mentioned financial statements, accounting records and analyses.

c.With respect to item 7.k., we compared the dollar amounts shown to the Company’s accounting records and analyses prepared by the Company and found them to be in agreement.

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10.It should be understood that we make no representations regarding questions of legal interpretation or regarding the sufficiency for your purposes of the procedures outlined in the preceding paragraph; also, such procedures would not necessarily reveal any material misstatement of the amounts or percentages listed above. Further, we have addressed ourselves solely to the foregoing data as included or incorporated by reference in the Registration Statement and make no representations regarding the adequacy of disclosure or regarding whether any material facts have been omitted.

11.This letter is solely for the information of the addressees and to assist the Agents in conducting and documenting their investigation of the affairs of the Company in connection with the offering of the securities covered by the Registration Statement and it is not to be used, circulated, quoted or otherwise referred to within or without the underwriting group for any other purpose, including but not limited to the registration, purchase, or sale of securities, nor is it to be filed with or referred to in whole or in part in the Registration Statement or any other document, except that reference may be made to it in the distribution agreement or any list of closing documents pertaining to the offering of the securities covered by the Registration Statement.

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EX-1.C

Exhibit 1(c)

THE BEAR STEARNS COMPANIES INC.
IncomeNotes^SM

DISTRIBUTION AGREEMENT

August [•], 2006

BEAR, STEARNS & CO. INC.

383 Madison Avenue

New York, New York 10179

and

the Agents listed on Schedule A hereto

Ladies and Gentlemen:

This DISTRIBUTION AGREEMENT dated as of August [•], 2006 (this “Agreement”), by and among The Bear Stearns Companies Inc., a Delaware corporation (the “Company”), Bear, Stearns & Co. Inc. (referred to herein as “Bear Stearns” or the “Lead Agent”) and the agents listed on Schedule A hereto (individually, an “Agent” and collectively, the “Agents” or “you”).

The Company confirms its agreement with you with respect to the issue and sale by the Company of its Medium Term Notes, Series B, also known as IncomeNotes^SM (the “Notes”), with maturities of nine months or more from date of issue. The Notes are to be issued pursuant to an indenture dated as of May 31, 1991, as supplemented by the First Supplemental Indenture, dated January 29, 1998, and as further amended or supplemented from time to time (the “Indenture”) between the Company and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as trustee (the “Trustee”). As of the date hereof, the Company has authorized the issuance and sale of Notes from time to time pursuant to the terms of this Agreement. You are authorized to engage the services of any other broker or dealer in connection with the offer or sale of the Notes purchased by you as principal for resale to others, but without the prior approval of the Company, you are not authorized to appoint subagents.

This Agreement provides both for the sale of Notes by the Company directly to purchasers in which case you will act as an agent of the Company in soliciting Note purchasers, and (as may from time to time be agreed to by the Company and you) to you as principal for resale to purchasers. Additional terms of any sale of Notes to you as principal will be set out in a Terms Agreement (hereafter defined) relating to such sale, all as more fully provided herein.

Subject to the terms and conditions contained in this Agreement, and subject to the reservation by the Company of the right to sell Notes directly on its own behalf, the Company hereby (i) appoints each of you as an agent of the Company for the purpose of

soliciting and receiving offers to purchase Notes by others from the Company when and as instructed by the Company, and you hereby agree to use your reasonable best efforts to solicit and receive offers to purchase Notes upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify and in accordance with the terms hereof and (ii) agrees that whenever the Company determines to sell Notes to you as principal pursuant to this Agreement, such Notes shall be sold pursuant to a Terms Agreement (as defined in Section 2(b) hereof) relating to such sale in accordance with the provisions of Section 2(b) hereof between the Company and the Lead Agent, pursuant to which the Lead Agent shall purchase such Notes as principal for resale to the public or for resale to one or more of the other Agents, each of whom will purchase as principal for resale to the public or to other dealers, as further set forth in this Agreement. This Agreement shall not be construed to create either an obligation on the part of the Company to sell any Notes or an obligation of any of the Agents to purchase Notes. You will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company has been solicited by you as agent and accepted by the Company, but you shall not have liability to the Company in the event any such purchase is not consummated for any reason.

The Company has filed an automatic shelf registration statement, as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) for the registration of the Notes, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “Regulations”), Registration Statement No. 333-[•] on Form S-3, not earlier than three years prior to the date hereof. Such registration statement became, and any post-effective amendment thereto will become, effective upon its filing with the Commission; and no Stop Order (as defined in Section 1(a)(iv) below) suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company.

The base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus.”  A preliminary prospectus (including any preliminary prospectus supplement and any Preliminary Pricing Supplement (as defined below)) relating to the Notes filed with the Commission pursuant to Rule 424(b) under the 1933 Act is hereinafter called a “Preliminary Prospectus.”  The various parts of such registration statement, including all exhibits thereto but excluding a Form T-1 and including any prospectus supplement relating to the Notes that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement.” Any supplement to the Final Prospectus (as defined below) that sets forth only the terms of a particular issue of the Notes is hereinafter called a “Pricing Supplement.” The Base Prospectus, as supplemented by the prospectus supplements thereto from time to time relating to the Notes, including the Pricing Supplements, is hereinafter called the “Final Prospectus.”  Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to

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Item 12 of Form S-3 under the 1933 Act, as of the date of such prospectus. Any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Notes filed with the Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated therein, in each case after the date of the Base Prospectus, such Preliminary Prospectus, or the Final Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. Any reference to the “Prospectus as amended or supplemented”, other than in Section 1(a)(iv) hereof, shall be deemed to refer to and include the Final Prospectus as amended or supplemented (including by the applicable Pricing Supplement filed in accordance with Section 3 hereof and any other prospectus supplement specifically referred to in such Pricing Supplement) in relation to the Notes to be sold pursuant to this Agreement, in the form filed or transmitted for filing with the Commission pursuant to Rule 424(b) under the 1933 Act and in accordance with Section 3 hereof, including any documents incorporated by reference therein as of the date of such filing.

1.Representations and Warranties.

(a)The Company represents and warrants to each Agent as of the date hereof, as of the date of each acceptance by the Company of an offer for the purchase of Notes (whether through any Agent as agent or to the Lead Agent as principal), as of the date of each delivery of Notes (whether through any Agent as agent or to any Agent as principal) (the date, time and place of each such delivery to the Lead Agent as principal being hereafter referred to as a “Settlement Date”), and as of the times referred to in Section 7(a) hereof (each of the times referenced above being referred to hereafter as a “Representation Date”), as follows:

(i)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and any amendment or supplement thereto; and the Company is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise (any such material adverse effect being hereinafter referred to as a “Material Adverse Effect”).

(ii)The Company has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder and under the Indenture and to issue, sell and deliver the Notes. This Agreement has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Company meets the requirements for the use of Form S-3 under the 1933 Act and has prepared and filed the

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Registration Statement with the Commission pursuant to the 1933 Act and the Regulations. The Registration Statement became effective upon filing. The Indenture has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(iii)No order preventing or suspending the use of any Preliminary Prospectus or any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Notes (an “Issuer Free Writing Prospectus”) has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the 1933 Act and the Trust Indenture Act, and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company directly or indirectly by an Agent expressly for use therein;

(iv)(A) With respect to any issue of Notes to be sold pursuant to a Terms Agreement (as defined in Section 2(b) hereof), the “Marketing Period” will be the period during which solicitation of offers to purchase Notes has not been suspended or during which a Final Prospectus may be required to be delivered under the 1933 Act or the Regulations and the “Pricing Disclosure Package” will be the Final Prospectus as amended or supplemented during the applicable Marketing Period together with such other documents, if any, as may be listed in Schedule C of such Terms Agreement, taken together.

(B) With respect to each such issue of Notes, the Pricing Disclosure Package, as of the applicable Marketing Period, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(C) With respect to each such issue of Notes, each Issuer Free Writing Prospectus listed in Schedule B to the applicable Terms Agreement or otherwise approved by the Company for use in connection with a particular Note offering, if any, will not conflict with the information contained in the Registration Statement, the Final Prospectus or the Final Prospectus as amended or supplemented and, taken together with the Pricing Disclosure Package as of the applicable Marketing Period, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the representations and warranties in clauses (B) and (C) of this Section 1(a)(iv) shall not apply to statements or omissions made in any Pricing Disclosure Package or Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use therein;

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(v)(A)As of the applicable Representation Date and during each Marketing Period, the Registration Statement (including any post-effective amendment) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Final Prospectus and including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) will contain all statements which are required to be stated therein in accordance with the 1933 Act, the 1934 Act, the Trust Indenture Act, and the Regulations, will conform in all material respects with the requirements of the 1933 Act, the 1934 Act, the Trust Indenture Act and the Regulations and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading, and no event will have occurred which is required to be set forth in an amendment or supplement to the Registration Statement or the Final Prospectus which has not then been set forth in such an amendment or supplement; and each Base Prospectus and each Preliminary Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading; provided, however, that the Company makes no representations and warranties as to information contained in or omitted from (i) the Registration Statement, the Base Prospectus, any Preliminary Prospectus, or the Final Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Agent expressly for use in the Registration Statement or such Base Prospectus, any Preliminary Prospectus, or the Final Prospectus, as set forth in Section 8(b), and (ii) the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except statements or omissions in such Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein.

(B) Without limiting the foregoing, as of the applicable Representation Date and during each Marketing Period, the Final Prospectus contains, or will contain, as applicable, all material information with respect to the Company and its subsidiaries and the Notes (including all information which, according to the particular nature of the Company and its subsidiaries and the Notes, is necessary to enable investors and their professional advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and its subsidiaries and of the rights attaching to the Notes) and the statements of intention, opinion, belief or expectation contained therein are honestly and reasonably made or held.

(vi)Neither the Commission nor the “blue sky” or securities authority of any jurisdiction has issued an order or administrative proceeding (a “Stop Order”) suspending (or the effect of which is to suspend or otherwise limit) the effectiveness of the Registration Statement, preventing, suspending or otherwise limiting the use of the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, suspending the registration or qualification of the Notes or suspending the qualification of the Indenture, nor has any of such authorities instituted or,

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to the knowledge of the Company, threatened to institute any proceedings with respect to a Stop Order in any jurisdiction in which the Notes are to be sold, nor, with respect to accuracy as of the applicable Representation Date, has there been any Stop Order issued or proceedings with respect to a Stop Order instituted or, to the knowledge of the Company, threatened on or after the effective date of the Registration Statement in any jurisdiction.

(vii)The documents incorporated by reference in the Final Prospectus and any amendment or supplement thereto (the “Incorporated Documents”), at the time they were or hereafter are filed with the Commission (or to the extent amended at the time of filing of such amendment with the Commission), complied, or when so filed will comply, in all material respects with the requirements of the 1933 Act, the 1934 Act or the Trust Indenture Act, as applicable, and the rules and regulations thereunder and as of the applicable Representation Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use in the Final Prospectus as amended or supplemented relating to a particular issuance of Notes; and no such documents will be filed with the Commission after the Commission’s close of business on the business day immediately prior to the date of execution of the applicable Terms Agreement, except as set forth on Schedule C to such Terms Agreement, if applicable.

(viii)Since the respective dates as of which information is given in the Registration Statement and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(ix)Each subsidiary of the Company that is listed in the Company’s latest annual report on Form 10-K pursuant to the requirement of Form 10-K and Item 601(b)(21) of the Commission’s Regulation S-K, which is a “significant subsidiary”, as defined in Rule 1-02(w) of the Commission’s Regulation S-X (each a “Significant Subsidiary”), has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and any amendment or supplement thereto and is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect; and all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable and was not issued in violation of or subject to pre-emptive rights, and, except for directors’ qualifying shares and shares of preferred stock of Bear, Stearns Securities Corp. owned by third party broker-dealers, is owned directly or

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indirectly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or other defect of title whatsoever.

(x)The Notes have been duly authorized (or will have been so authorized prior to each issuance of Notes) and when the Notes have been executed and authenticated in the manner set forth in the Indenture and are issued and delivered against payment therefor as provided in this Agreement, such Notes will have been duly executed, authenticated (assuming due authentication by the Trustee), issued and delivered, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, and will be enforceable as to the Company in accordance with their terms. The Indenture substantially complies with the 1933 Act, the Regulations and the Trust Indenture Act, and the Indenture and the Notes will conform to the descriptions thereof contained in the Final Prospectus.

(xi)The execution, delivery and performance of this Agreement, the performance of the Indenture, the issuance, authentication, and sale of the Notes and the consummation by the Company of the transactions contemplated hereby and thereby, as of the applicable Representation Date, do not and will not, (A) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) or require consent under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the terms of any contract, agreement, indenture, mortgage, loan agreement, note, lease or other instrument, franchise, license or permit to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets may be bound or subject and that is material to the Company and its subsidiaries considered as one enterprise, or (B) violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, or any law, judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body or any arbitrator having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, is required for the execution, delivery and performance of this Agreement, or the performance of the Indenture and the consummation of the transactions contemplated hereby and thereby, including the issuance, authentication, sale and delivery of the Notes, except for (1) such as may be required under state and foreign securities or “blue sky” laws in connection with the purchase and distribution of the Notes by any Agent and (2) such as have been made or obtained or will be made or obtained before the applicable Representation Date under the 1933 Act and the Trust Indenture Act.

(xii)There are no holders of securities of the Company or any subsidiary who, pursuant to any agreement, understanding or otherwise, have any right to have securities of the Company or any subsidiary registered under the 1933 Act in connection with the offering contemplated by the Final Prospectus.

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(xiii)The accountants who certified the financial statements included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K which is included or incorporated by reference in the Final Prospectus and audited the Company’s internal control over financial reporting and management’s assessment thereof, were independent public accountants at the time such statements were certified and during the periods covered by such statements as required by the 1933 Act and the Regulations.

(xiv)The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Final Prospectus, and any amendment or supplement thereto, present fairly the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the consolidated results of their operations for the periods specified; and said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (except to the extent that certain footnote disclosures regarding any stub period may have been omitted in accordance with the 1934 Act and the rules and regulations thereunder) applied on a consistent basis.

(xv)Except as may be set forth or incorporated by reference in the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body or arbitrator, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any Significant Subsidiary which is required to be disclosed in the Registration Statement or the Final Prospectus or would have a Material Adverse Effect or would otherwise be expected to materially and adversely affect the consummation of the transactions contemplated hereby or by the Indenture; and there are no contracts or documents of the Company or its Significant Subsidiaries which are required to be filed as exhibits to, disclosed in or summarized in the Registration Statement or the Final Prospectus by the 1933 Act or the Regulations, which have not been (or which will not be, as the case may be) so filed, disclosed or summarized.

(xvi)The Company and its Significant Subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain such certificates, authorities or permits, individually or in the aggregate, would not have a Material Adverse Effect. Neither the Company nor any of its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(xvii)Except as otherwise set forth in the Final Prospectus, the Notes have been rated “investment grade” by at least one nationally recognized statistical rating organization.

(xviii)(A) (1) At the time of filing the Registration Statement, (2) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3)

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of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus) and (3) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Notes, the Company was not an “ineligible issuer” as defined in Rule 405 under the 1933 Act.

(xix)(A) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Final Prospectus as amended or supplemented, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; and (B) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

2.Solicitations as Agent; Purchases as Principal.

(a)Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, upon receipt of instructions from the Company, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth in the Final Prospectus and the Administrative Procedures attached hereto as Exhibit A, as they may be amended from time to time (the “Procedures”). Each Agent shall solicit offers to purchase only Notes having such terms, and shall solicit such offers only during such periods, as the Company shall instruct such Agent.

The Company reserves the right, in its sole discretion, at any time when the Company has instructed any Agent to solicit offers to purchase the Notes, to instruct such Agent to suspend solicitation of purchases of the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, each Agent will forthwith suspend solicitation of purchases from the Company of the Notes until such time as the Company has advised each Agent that such solicitation may be resumed.

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Each Agent shall have the right to suspend solicitation of purchases of the Notes, commencing at any time such Agent reasonably believes that there has occurred a material adverse change in the condition of the Company and its subsidiaries, considered as one enterprise, from that then set forth in the Registration Statement and the Final Prospectus, and ending at the time such Agent has been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including, without limitation, any necessary amendments or supplements to the Registration Statement and the Final Prospectus); provided, however, that any such Agent shall notify the Company of its belief prior to or concurrently with any such suspension.

The Company agrees to pay the Lead Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by an Agent, as set forth in Exhibit B hereto; provided, however, that the Company and the Lead Agent may agree to a commission greater than or less than the percentages set forth on Exhibit B hereto, provided that in no case shall the commission exceed 8% of the initial offering proceeds. The Lead Agent and the other Agents will share such commissions in such proportions as they may agree.

Except as may be otherwise provided in the applicable Pricing Supplement, each Agent is authorized to solicit orders for the Notes only in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. Each Agent shall have the right to reject any offer to purchase the Notes received by such Agent which it does not deem reasonable, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. Each Agent shall communicate to the Lead Agent, orally or in writing, each reasonable offer to purchase Notes received by such Agent as agent. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and each Agent and set forth in a Pricing Supplement to be prepared following each acceptance by the Company of an offer for the purchase of Notes. All Notes will be sold at 100% of their principal amount unless otherwise agreed to by the Company and the Agents.

(b)Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement, substantially in the form of Exhibit C hereto, to be entered into on behalf of such Agent(s) by the Lead Agent, which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, the Lead Agent as principal. Each such separate agreement (which may be an oral agreement and confirmed in writing as described below between the Lead Agent and the Company) is herein referred to as a “Terms Agreement”. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Lead Agent. The Lead Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Except pursuant to a Terms Agreement, under no circumstances shall you be obligated to purchase any Notes for your own account. Each Terms Agreement, whether oral and confirmed in writing (which may be by facsimile transmission) or in writing, shall describe the Notes to be purchased pursuant thereto by the Lead Agent as principal, and may specify, among other things, the principal amount of

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Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, the Settlement Date, whether the Notes provide for a survivor’s option or for optional redemption by the Company and on what terms and conditions, and any other relevant terms. Terms Agreements may take the form of an exchange of any standard form of written telecommunication between the Lead Agent and the Company.

An Agent may engage the services of any other broker or dealer in connection with the resale of the Notes purchased as principal and may allow a portion of the discount received in connection with such purchase from the Company to such brokers and dealers on such terms as specified in the applicable Pricing Supplement. At such time, the Lead Agent, in its sole discretion, shall specify the requirements for the delivery of certificates, letters and opinions as are set forth in Section 6 hereof.

(c)Administrative Procedures. Administrative procedures with respect to the sale of Notes (including Fixed Rate Notes and Floating Rate Notes, as defined in Procedures), the issue and delivery of certificates representing the Notes (including Book-Entry Notes, as defined in the Procedures) and payment for the Notes are set forth in the Procedures. Each Agent and the Company agree to perform the respective duties and obligations to be performed by each of them as provided the Procedures. The Procedures may be amended only by a written agreement between the Company and the Lead Agent, on behalf of the Agents.

(d)Prospectus Delivery; Marketing Materials. Each of the Agents shall, as required by applicable law, furnish to each person to whom it sells or delivers Notes a copy of the Final Prospectus (as then amended or supplemented) or, if delivery of the Final Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. No Agent is authorized to give any information or to make any representation not contained in the Final Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Notes. No Agent will use any marketing materials other than the Final Prospectus in connection with any offer or sale of the Notes except for marketing materials prepared by the Company, if any, and furnished to the Agents together with written authorization from the Company to the Lead Agent to use the same in connection with the offering of the Notes. If any Agent elects to distribute these additional marketing materials under the so called “free writing” exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “Free Writing Materials”), such Agent will use its best efforts to ensure that any intended recipients of such Free Writing Materials receive a Final Prospectus either prior to or concurrently with their receipt of the Free Writing Materials and to cause any such Free Writing Materials to include any and all legislatively mandated disclaimers concerning securities of the Company as may be supplied by the Company to the Lead Agent.

(e)An Agent may not confirm sales of Notes to any account over which it exercises discretionary authority without the prior written approval of the customer.

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(f)The Company acknowledges that the obligations of each Agent are several and, subject to the provisions of this Section 2, each Agent shall have complete discretion as to the manner in which it solicits purchasers for the Notes and as to the identity thereof.

3.Covenants of the Company.

The Company covenants with each Agent as follows:

(a)The Company will notify the Lead Agent, on behalf of the Agents, and                                , Agent counsel (“Agent Counsel”) immediately (i) of the effectiveness of any amendment to the Registration Statement, (ii)  of any request by the Commission for any amendment of or supplement to the Registration Statement or the Final Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any supplement to the Final Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Final Prospectus, (iv) of the issuance by the Commission of a Stop Order suspending (or the effect of which is to suspend or otherwise limit) the effectiveness of the Registration Statement (including any post-effective amendment thereto) or of the initiation, or the threatening, of any proceedings therefor, (v) of the issuance by the Commission of any Stop Order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Notes, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act relating to the Notes, (vi) of the receipt of any comments from the Commission and (vii) of the receipt by the Company of any notification with respect to the suspension or limitation of the qualification of the Notes for sale in any jurisdiction or the initiation, or threatening, of any proceeding for that purpose. If the Commission or other authority shall propose or enter a Stop Order at any time, the Company will make every reasonable effort to prevent the issuance of any such Stop Order and, if issued, to obtain the withdrawal of such Stop Order as soon as possible.

(b)During any Marketing Period, the Company will comply with all requirements imposed upon it by the 1933 Act and the Trust Indenture Act, as now existing and as hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealing in, the Notes in accordance with the provisions thereof and the Final Prospectus. If at any time when a prospectus relating to the Notes is required to be delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) under the 1933 Act prior to the expiration of nine months after the time of issue of the applicable Pricing Supplement in connection with the offering or sale of the Notes, or any event shall have occurred as a result of which, in the judgment of the Company, the Lead Agent or Agent Counsel, the Final Prospectus as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) or Registration Statement to comply with the 1933 Act, the Trust Indenture Act or the Regulations, or if there shall occur any material change affecting any of the representations and warranties in Section 1, the Company will notify the Lead Agent promptly and prepare and file with the Commission and all other applicable bodies an appropriate amendment or supplement (in form and substance

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satisfactory to the Lead Agent). Such amendment or supplement will correct such statement or omission and the Company will deliver to the Lead Agent, on behalf of the Agents, without charge, such number of copies thereof as may be reasonably requested by the Lead Agent.

(c)The Company will promptly deliver to the Lead Agent a copy of the Registration Statement, including exhibits and all amendments thereto, and the Company will promptly deliver without charge to the Lead Agent such number of copies of the Base Prospectus, any Preliminary Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under 1933 Act), the Final Prospectus, the Registration Statement, and all amendments of and supplements to such documents (including any listing particulars and supplementary listing particulars), if any, as the Lead Agent may reasonably request.

(d)The Company will endeavor in good faith, in cooperation with you to timely qualify the Notes for offering and sale under the securities and other applicable laws of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take action which would subject it to general service of process in any jurisdiction where it is not now so subject or to conduct its business in a manner in which it is not currently so conducting its business.

(e)The Company will make generally available (within the meaning of Section 11(a) of the 1933 Act and Rule 158 of the Regulations) to its security holders and to the Lead Agent, on behalf of the Agents, as soon as practicable an earnings statement which need not be audited but which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations.

(f)The Company, subsequent to the date of the Final Prospectus and for so long as delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required in connection with the offering or sale of the Notes under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act in connection with the offering or sale of the Notes .

(g)The Company will apply the proceeds from the sale of the Notes as set forth under the caption “Use of Proceeds” in the Final Prospectus.

(h)The Company will comply with all provisions of all undertakings contained in the Registration Statement.

(i)The Company consents to the use of the Final Prospectus or any amendment or supplement thereto by you and by all dealers to whom the Notes may be sold, both in connection with the offering or sale of the Notes and for such period of time thereafter as the Final Prospectus is required by law to be delivered in connection therewith.

(j)The Company, with respect to any issue of Notes to be sold pursuant to a Terms Agreement, but only if requested by the Agents party to such Terms Agreement prior to the applicable Marketing Period, will prepare a final term sheet relating to such Notes in the form set forth in Schedule A to such Terms Agreement and file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time required by such rule.

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(k)The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act.

(l)If required by Rule 430B(h) under the 1933 Act, to prepare a form of prospectus in a form approved by Bear Stearns and to file such form of prospectus pursuant to Rule 424(b) under the 1933 Act not later than may be required by Rule 424(b) under the 1933 Act; and to make no further amendment or supplement to such form of prospectus unless such amendment or supplement has been approved by Bear Stearns.

(m)If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Agents, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to you. If, at the Renewal Deadline, the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to you and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

(n)The Company will pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act.

(o)Suspension of Certain Obligations. The Company shall not be required to comply with the provisions of subsection (b) of this Section 3 with respect to an Agent during any period from the time (i) such Agent shall have suspended solicitation or purchases of the Notes in its capacity as agent pursuant to a written or oral request from the Company and (ii) such Agent shall not then hold any Notes as principal purchased pursuant to a Terms Agreement, to the time the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with the Lead Agent. The Company shall not be required to comply with the provisions of subsections (a), (b) or (c) of Section 7 with respect to an Agent during any period from the time the Lead Agent shall have suspended solicitation or purchases of the Notes by the Lead Agent pursuant to a written or oral request from the Company to the time the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a Terms Agreement with the Lead Agent.

4.Covenants of the Company and the Agent.

(a)(i) The Company and each Agent agree that the Agents may prepare and use one or more preliminary or final term sheets relating to the Notes containing customary information;

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(ii)Each Agent represents and covenants that, other than as permitted under subparagraph (a)(i) above, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act without the prior consent of the Company and Bear Stearns and that, with respect to any issue of Notes to be sold pursuant to a Terms Agreement, Schedule B to such Terms Agreement, if applicable, will be a complete list of any free writing prospectuses for which the Agents have received such consent; and

(iii)The Company represents and agrees that it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of Bear Stearns and that, with respect to any issue of Notes to be sold pursuant to a Terms Agreement, Schedule B to such Terms Agreement will be a complete list of any free writing prospectuses for which the Company has received such consent.

(b)The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(c)The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Final Prospectus, the Final Prospectus as amended or supplemented or the Pricing Supplement or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to Bear Stearns and, if requested by Bear Stearns, will prepare and furnish without charge to each Agent an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company directly or indirectly by an Agent expressly for use therein.

5.Payment of Expenses.

The Company will pay all expenses incident to the performance of its obligations under this Agreement, including:

(i)The preparation and filing of the Registration Statement and all amendments thereto the Final Prospectus and any amendments or supplements thereto and any Issuer Free Writing Prospectus;

(ii)The preparation and filing of this Agreement;

(iii)The preparation, printing, issuance and delivery of the Notes;

(iv)The fees and disbursements of the Company’s accountants and counsel, of the Trustee and its counsel, and of any Calculation Agent (as defined in the Final Prospectus);

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(v)The reasonable fees and disbursements of Agent Counsel incurred from time to time in connection with the transactions contemplated hereby;

(vi)The qualification of the Notes under securities laws in accordance with the provisions of Section 3(d), including filing fees and the reasonable fees and disbursements of Agent Counsel in connection therewith and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey;

(vii)The printing and delivery to each Agent in quantities as hereinabove stated of copies of the Registration Statement and any amendments thereto, of the Final Prospectus and any amendments or supplements thereto and of any Issuer Free Writing Prospectus, and the delivery by such Agent of the Final Prospectus and any amendments or supplements thereto and/or any Issuer Free Writing Prospectus in connection with solicitations or confirmations of sales of the Notes;

(viii)The preparation, printing and delivery to each Agent of copies of the Indenture;

(ix)Any fees charged by rating agencies for the rating of the Notes;

(x)The fees and expenses incurred in connection with the listing of the Notes on any securities exchange;

(xi)The fees and expenses, if any, incurred with respect to any filing with the NASD; and

(xii)Any advertising and other out-of-pocket expenses of any Agent incurred with the approval of the Company.

6.Conditions of Obligations.

The obligations of each Agent to solicit offers to purchase the Notes as agent of the Company, the obligation of any purchaser of Notes sold through such Agent as agent and the obligation of the Lead Agent to purchase Notes as principal pursuant to any Terms Agreement will be subject at all times to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent:

(a)No Stop Order or Material Adverse Change. (i) No Stop Order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or other applicable law, and no proceeding under the 1933 Act or the 1934 Act therefor shall have been initiated or threatened by the Commission, or, with respect to the filing of any Form 8-A under the 1934 Act, by any U.S. national securities exchange; no stop order suspending or preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with or such requests shall

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have been otherwise satisfied; (ii) the rating assigned by any U.S. nationally recognized statistical rating organization to any debt securities or preferred stock of the Company as of the date of this Agreement shall not have been lowered between the trade date and the settlement date of any offering of Notes and no such agency shall have publicly announced since the execution of this Agreement that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities or preferred stock of the Company; and (iii) since the respective dates as of which information is given in the Registration Statement, the Distribution Package and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there shall not have been any material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, the effect of which is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Final Prospectus.

(b)Legal Opinions. On the date hereof, the Lead Agent, on behalf of the Agents, shall have received the following legal opinions, dated as of the date hereof and in form and substance satisfactory to the Lead Agent and Agent Counsel:

1.Opinion of In-house Company Counsel. A General Counsel or Associate General Counsel of the Company or other counsel for the Company satisfactory to such Agent, shall have furnished to such Agent such counsel’s written opinions, dated the Commencement Date, in form and substance satisfactory to such Agent, to the effect that: (i) to the best of such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened that are required to be disclosed in the Registration Statement, other than those disclosed therein, and there is no pending legal or governmental proceeding to which the Company or any subsidiary of the Company is a party or of which any of their property is the subject that is not described in the Registration Statement, including ordinary routine litigation incidental to the business, which, if adversely decided, will have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, and (ii) the execution of the Distribution Agreement, the delivery of the Distribution Agreement and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof do not breach or result in a violation of, or default under, (X) any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound or (Y) any judgment, decree or order known to us that is applicable to the Company and, pursuant to any Applicable Laws, is issued by any Governmental Authority having jurisdiction over the Company or its properties.

2.Opinion of Company Counsel. The opinion of Cadwalader, Wickersham & Taft LLP, counsel to the Company, to the effect specified in Schedule I hereto.

3.Opinion of Agent Counsel. The opinion of Agent Counsel, to the effect specified in Schedule II hereto.

(c)Officers’ Certificate. At the date hereof and at each Settlement Date with respect to any Terms Agreement there shall not have been, since the respective dates as of which

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information is given in the Registration Statement and the Final Prospectus or since the date of such Terms Agreement, any material adverse change in the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; and the Lead Agent, on behalf of the Agents, shall have received a certificate of the Chief Financial Officer, the Controller or Chairman of the Board of the Company, dated the date hereof, to the effect (i) that there has been no such material adverse change, (ii) that the other representations and warranties of the Company contained in Section 1 are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate, and (iv) that no Stop Order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission.

(d)Comfort Letter. On the date hereof, the Lead Agent, on behalf of the Agents, shall have received a letter from Deloitte & Touche LLP, dated as of the date hereof, to the effect specified in Schedule III hereto.

(e)Other Documents. On the date hereof and on each Settlement Date with respect to any applicable Terms Agreement, Agent Counsel shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of Notes as herein contemplated shall be satisfactory in form and substance to the Lead Agent and to Agent Counsel.

If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement and any Terms Agreement may be terminated as provided in Section 10 hereof and any such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(e) hereof, the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections 10, 12 and 14 hereof shall remain in effect.

7.Subsequent Documentation Requirements of the Company.

The Company covenants and agrees that, if requested by the Agent:

(a)Subsequent Delivery of Certificates. Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Lead Agent ) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of Notes under the Registration Statement, unless the Lead Agent shall otherwise specify) or (unless waived by the Lead Agent with respect to a particular Terms Agreement) the Company sells Notes to the Lead Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Lead Agent, on behalf of the Agents, forthwith a certificate in form satisfactory to the Lead Agent to

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the effect that the statements contained in the certificate referred to in Section 6(c) hereof which were last furnished to the Lead Agent, on behalf of the Agents, are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(c), modified as necessary to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such certificate.

(b)Subsequent Delivery of Legal Opinions. Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Lead Agent) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q, unless the Lead Agent shall otherwise specify), or (unless waived by the Lead Agent with respect to a particular Terms Agreement) the Company sells Notes to the Lead Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Lead Agent, on behalf of the Agents, and to Agent Counsel a letter from counsel last furnishing the opinion referred to in Section 6(b)(2) hereof to the effect that the Lead Agent, on behalf of the Agents, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance) or, in lieu of such letter, Cadwalader, Wickersham & Taft LLP, counsel to the Company, or other counsel satisfactory to the Lead Agent, shall furnish an opinion, dated the date of delivery of such opinion and in form satisfactory to the Lead Agent, of the same tenor as the opinion referred to in Section 6(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such opinion.

(c)Subsequent Delivery of Comfort Letters. Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Lead Agent) there is filed with the Commission any document (other than any Current Report on Form 8-K filed for the purpose of filing quarterly unaudited consolidated statements of income) which contains additional financial information or (unless waived by the Lead Agent with respect to a particular Terms Agreement) the Company sells Notes to the Lead Agent pursuant to a Terms Agreement, the Company shall cause Deloitte & Touche LLP, the Company’s independent public accountants, or other independent public accountants retained by the Company, forthwith to furnish to the Lead Agent, on behalf of the Agents, a letter, dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to the Lead Agent, of the same tenor as Sections 1 and 2 of the letter referred to in Schedule III hereof but modified to relate to the Registration Statement and Final Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the remaining sections of the letter referred to in Schedule III with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Final Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter,

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Deloitte & Touche LLP, or such other independent public accountants retained by the Company, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Lead Agent, such letter should cover such other information.

8.Indemnification.

(a)The Company agrees to indemnify and hold harmless each Agent, their affiliates (if any) and each person, if any, who controls any Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which an Agent or any such person may become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (other than that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except for statements or omissions in such Registration Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein), or any related Base Prospectus, Preliminary Prospectus, or Final Prospectus, or in any supplement thereto or amendment thereof any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Base Prospectus, any Preliminary Prospectus, or the Final Prospectus, or in any supplement thereto or amendment thereof, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act) in light of the circumstances under which they were made) not misleading or (ii) any breach or alleged breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement; provided, however, that the Company will not be liable to any Agent or any person so controlling such Agent in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Agent through the Lead Agent expressly for use therein, such written information being as set forth in the penultimate sentence of subsection (b) below or (y) any failure of such Agent to deliver the Final Prospectus to a purchaser of Notes as required by applicable law, if such Final Prospectus would have cured the defect giving rise to such loss, liability, claim, damage or expense. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement and shall extend, upon the same terms and conditions to each person, if any, who controls any Agent within the meaning of the 1933 Act.

(b)Each Agent severally, and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any losses, liabilities, claims,

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damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all out-of-pocket expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), to which they or any of them may become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any related Base Prospectus, any Preliminary Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Agent through the Lead Agent expressly for use therein. For all purposes of this Agreement, the identification of the name of, and the principal amount of Notes to be purchased by, each of the Agents, the amounts of the selling concession and reallowance, and the stabilization language set forth under the heading “Plan of Distribution” in the Base Prospectus constitute the only information furnished in writing by or on behalf of any Agent expressly for inclusion in any Base Prospectus or Preliminary Prospectus, the Final Prospectus, or the Registration Statement (as from time to time amended or supplemented), or any amendment or supplement thereto, or any Issuer Free Writing Prospectus. This indemnity will be in addition to any liability which any Agent may otherwise have, including under this Agreement; provided, however, that in no case shall any Agent be liable or responsible for any amount in excess of the discounts and commissions received by such Agent.

(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure to so notify an indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall

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have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties, it being understood, however, that the indemnifying party shall not, in connection with any one such claim, action or proceeding or separate but substantially similar or related claims, actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (together with appropriate local counsel) at any time for the indemnified party or parties, which firm shall be designated in writing by the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this Section 8 to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

9.Contribution.

In order to provide for contribution in circumstances in which the indemnification provided for in Section 8 hereof is for any reason held to be unavailable from the Company or is insufficient to hold harmless a party indemnified thereunder, the Company and each Agent shall contribute to the aggregate losses, claims, damages, liabilities and out-of-pocket expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company, any contribution received by the Company from persons, other than the Agents, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, officers of the Company who signed the Registration Statement and directors of the Company) to which the Company and one or more of the Agents may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and such Agent or Agents on the other from the offering of the Notes or, if such allocation is not permitted by applicable law or indemnification is not available as a result of the indemnifying party not having received notice as provided in Section 12 hereof, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company on the one hand and such Agent or Agents on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Agent or Agents on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of discounts and commissions but before deducting expenses) received by the Company bear to the discounts and commissions received by such Agent or Agents, respectively, in each case as set forth in the table on the cover page of the Final Prospectus as amended or supplemented with respect to a particular issue of Notes. The relative fault of the Company on the one hand and of such Agent or Agents on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Agent or Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and

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equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 9, (i) no Agent shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Notes purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each person, if any, who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act shall have the same rights to contribution as such Agent, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of the preceding sentence of this Section 9. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 9, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 9 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

10.Representations and Agreements to Survive Delivery.

All representations, warranties, covenants and agreements contained in this Agreement or any Terms Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of each Agent or any controlling person of such Agent, or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive each delivery of and payment for any of the Notes.

11.Termination and Amendment.

(a)Termination of this Agreement. This Agreement may be terminated for any reason, at any time either by the Company by giving notice of such termination to the Lead Agent or the Agents, or by any Agent as to such Agent by the giving of notice of such termination to the Company, in each case in accordance with Section 10(d) hereof.

(b)Termination of a Terms Agreement. The Lead Agent may, and upon the request of an Agent with respect to any Notes being purchased by such Agent shall, terminate any Terms Agreement, immediately by giving notice to the Company, at any time prior to the Settlement Date relating thereto, if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Lead Agent or such requesting Agent will in the immediate future materially disrupt, the securities markets in the United States; (ii) a general

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suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, Inc., the American Stock Exchange LLC or in the over-the-counter market shall have occurred; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or on the United States is such as to make it, in the judgment of the Lead Agent or such requesting Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes; (v) any restriction materially adversely affecting the distribution of the Notes which was not in effect on the date of the applicable Terms Agreement shall have become effective; or (vi) there shall have been such change in the market for the securities of the Company or securities in general or in national or international political, financial or economic conditions or currency exchanges rates or exchange controls as in the judgment of the Lead Agent or such requesting Agent makes it inadvisable to proceed with the offering, sale and delivery of the Notes on the terms contemplated by the Final Prospectus.

(c)Amendment.

(i)The Company, in its sole discretion, may increase the aggregate initial offering price of the Notes from time to time without consent of, or notice to, any Agent.

(ii)The Company and any Agent may amend any provision of this Agreement with respect to such Agent without consent of, or notice to, any other Agent. Any such amendment shall be made in a writing signed by the Company and each Agent that is a party to such amendment. In the event of such amendment, this Agreement shall remain in full force and effect with respect to any Agent that is not a party to such amendment (without giving effect to such amendment with respect to such Agent) unless suspended or terminated with respect to such Agent pursuant to clause (a) of this Section 11.

(d)General. In the event of any such termination, no party will have liability to the other parties hereto or to the Terms Agreement so terminated, except that (i) the Agents shall be entitled to any commissions earned in accordance with Section 2(a) hereof (provided, that no commissions shall be payable in respect of any sale of Notes which are the subject of a Terms Agreement that is terminated pursuant to Section 11(b) of this Agreement); (ii) in the event of a termination of any Terms Agreement pursuant to Section 11(b) hereof, the Agents who have purchased Notes under such Terms Agreement shall be entitled to reimbursement by the Company only for actual accountable out-of-pocket expenses incurred by such Agents; (iii) if at the time of termination (A) any Agent shall own any Notes purchased pursuant to a Terms Agreement with the intention of reselling them or (B) an offer to purchase any of the Notes has been accepted by the Company but the time of delivery to the purchaser of the Notes relating thereto has not occurred, the covenants set forth in Sections 3 and 7 hereof shall remain in effect until such Notes are so resold or delivered, as the case may be, and (iv) the covenant set forth in Section 3(e) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections 10, 12 and 14 hereof shall remain in effect (except that the Company shall no longer be required to comply with the provisions of Section 3(e) after it has made generally available to its security holders an earnings statement, which need not be audited, covering a twelve-month period beginning after the date of the last sale of Notes hereunder (including sales to an Agent under a Terms

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Agreement) which shall satisfy the provisions of Section 11(a) of the 1933 Act and the Regulations).

(e)Any notice of termination pursuant to this Section 11 may be by telephone, telex, or telecopy, and shall be confirmed in writing by letter.

12.Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to each Agent will be directed to the Lead Agent at the following address:  Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention:  MTN Desk, Corporate Bond Trading, Fixed Income Department; or, if sent to the Company shall be directed to it at The Bear Stearns Companies Inc., 383 Madison Avenue, New York, New York 10179, Attention:  Chief Financial Officer.

13.Parties.

This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon each Agent and the Company and their respective successors. Nothing expressed or mentioned in this Agreement or any Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 8 and 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and thereto and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes shall be deemed to be a successor by reason merely of such purchase.

14.Governing Law.

This Agreement and the rights and obligations of the parties created hereby shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. Any suit, action or proceeding brought by the Company against any Agent in connection with or arising under this Agreement shall be brought solely in the state or federal court or appropriate jurisdiction located in the Borough of Manhattan, The City of New York.

15.Miscellaneous.

[(a)The Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement and any Terms Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other, (ii) in connection therewith and with the process leading to such transaction each Agent is acting solely as a principal and not as the agent or fiduciary of the Company, (iii) no Agent has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering

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contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Agent, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.]

(b)This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Agents, or any of them, with respect to the subject matter hereof.

(c)The Company and each of the Agents hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby.

(d)This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be an original, but all of such respective counterparts shall together constitute one and the same instrument.

(e)Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Agents imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement among the Company and each of you in accordance with its terms.

	Very truly yours,
	THE BEAR STEARNS COMPANIES INC.
	By:
CONFIRMED AND ACCEPTED, as
of the date first above written:
BEAR, STEARNS & CO. INC.
By:

[Insert List of other Agents]

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SCHEDULE A

[Insert List of Agents]

EXHIBIT A

ADMINISTRATIVE PROCEDURES

The Bear Stearns Companies Inc. (the “Company”) is offering its Medium Term Notes, Series B, also known as IncomeNotes^SM (the “Notes”), with maturities of nine months or more from the date of issue, on a continuing basis. The Notes will be offered by Bear, Stearns & Co. Inc. (the “Lead Agent”), A.G. Edwards & Sons, Inc., BB&T Capital Markets, Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., Fidelity Capital Markets, a division of National Financial Services LLC, Mellon Financial Markets, LLC, Prudential Financial Incorporated, UBS Financial Services Inc., Wachovia Securities, Inc. and Wells Fargo Investment Services, LLC (collectively with the Lead Agent, the “Agents”) pursuant to a Distribution Agreement among the Company and the Agents, dated as of the date hereof (the “Distribution Agreement”) and, if applicable, one or more terms agreements between the Company and the Lead Agent, substantially in the form attached to the Distribution Agreement as Exhibit C (each a “Terms Agreement”). The Notes are being resold by the Lead Agent (and by any Agent that purchases the Notes from the Lead Agent) (i) directly to customers of the Agents or (ii) to selected broker-dealers (the “Selling Group”) for distribution to their customers pursuant to a Master Selected Dealer Agreement (a “Dealer Agreement”), attached to the Distribution Agreement as Exhibit D. The Agents have agreed to use their reasonable best efforts to solicit offers to purchase Notes. The Notes will be unsecured senior debt and have been registered with the Securities and Exchange Commission (the “Commission”). The Notes will be issued pursuant to an indenture dated as of May 31, 1991, as amended, between the Company and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank).

Unless otherwise set forth in the applicable Pricing Supplement, each tranche of Notes will be issued in book-entry form and represented by one or more fully registered global notes without coupons (each, a “Book-Entry Note”) held by the Trustee, as agent for the Depository Trust Corporation (“DTC”) and recorded in the book-entry system maintained by DTC. Each Book-Entry Note will have the annual interest rate, maturity and other terms set forth in the relevant Pricing Supplement. Owners of beneficial interests in a Book-Entry Note will be entitled to physical delivery of Notes issued in certificated form equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Indenture. The Book-Entry Notes will be issued in accordance with DTC procedures, as in effect from time to time. In the event of any conflict between such DTC procedures and the administrative procedures explained below, the DTC procedures shall govern.

Administrative responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding offers to purchase Notes and the details of their delivery.

Notes will be issued in accordance with the administrative procedures set forth herein. To the extent the procedures set forth below conflict with or omit certain of the provisions of the Notes, the Indenture, the Company’s Officers’ Certificate setting forth the terms of the Notes, dated April 23, 2003, the Distribution Agreement or the Final Prospectus, the

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relevant provisions of the Notes, the Indenture, the Company’s Officers’ Certificate, the Distribution Agreement and the Final Prospectus shall control. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Distribution Agreement, the Final Prospectus in the form most recently filed with the Commission pursuant to Rule 424 of the Securities Act, or the Indenture.

Administrative Procedures For Notes

In connection with the qualification of Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its obligations under a Letter of Representations from the Company and the Trustee to DTC, dated June 19, 2003, and a Medium-Term Note Certificate Agreement between the Trustee and DTC (the “Certificate Agreement”), dated December 2, 1988, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”). Subject to the provisions above, the procedures set forth below may be modified in compliance with DTC’s then applicable procedures, upon agreement by the Company, the Trustee and the Lead Agent.

Price to Public:Each Note will be offered to the public at 100% of the principal amount thereof, plus accrued interest, if any, or such other amount indicated in the applicable Pricing Supplement.

Maturities:Each Note will mature on a date (the “Maturity Date”) not less than nine months after the date of delivery by the Company of such Note. Notes will mature on each date selected by the initial purchaser and agreed to by the Company, as set forth in the applicable Pricing Supplement.

Issuance:All Notes having the same terms will be represented initially by a single Book-Entry Note. Each Book-Entry Note will be dated and issued as of the date of its authentication by the Trustee. Each Book-Entry Note will bear an original issue date (the “Original Issue Date”). The Original Issue Date shall remain the same for all Notes subsequently issued upon registration of transfer, exchange or substitution of an original Note regardless of their dates of authentication.

Identification

Numbers:The Company will arrange, on or prior to commencement of a program for the offering of the Notes, with the CUSIP Service Bureau (the “CUSIP Service Bureau”) of Standard & Poor’s Corporation (“Standard & Poor’s”) for the reservation of a series of CUSIP numbers (including tranche numbers), consisting of approximately 900 CUSIP numbers and for future assignment to the Book-Entry Notes. The Company has or will obtain from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and will deliver to the Lead Agent, the Trustee and DTC such written list of 900 CUSIP numbers of such series. The Company will assign CUSIP numbers to Notes as described below under “Procedure for Rate Setting and Posting”. The Company will notify the CUSIP Service Bureau periodically of the CUSIP numbers that it has

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assigned to the Notes. When necessary, the Company will reserve additional CUSIP numbers for assignment to the Book-Entry Notes. Upon obtaining such additional CUSIP numbers the Company shall deliver such additional CUSIP numbers to the Lead Agent, the Trustee and DTC.

Registration:Unless otherwise specified by DTC, Book-Entry Notes will be issued only in fully registered form without coupons. Each Book-Entry Note will be registered in the name of Cede & Co., as nominee for DTC, on the security register maintained by the Security Registrar under the Indenture. The beneficial owner of a Note issued in book-entry form (i.e., an owner of a beneficial interest in a Book-Entry Note) (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note issued in book-entry form, the “Participants”) to act as agent for such beneficial owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note issued in book-entry form in the account of such Participants. The ownership interest of such beneficial owner in such Note issued in book-entry form will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.

Transfers:Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Book-Entry Note.

Exchanges:The Trustee may deliver to DTC and the CUSIP Service Bureau at any time a written notice specifying (a) the CUSIP numbers of two or more Book-Entry Notes Outstanding on such date that represent Book-Entry Notes having the same Fixed Rate Terms or Floating Rate Terms, as the case may be (other than Original Issue Dates), and for which interest has been paid to the same date; (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date for the related Notes issued in book-entry form, on which such Book-Entry Notes shall be exchanged for a single replacement Book-Entry Note; and (c) a new CUSIP number, obtained from the Trustee, to be assigned to such replacement Book-Entry Note. Upon receipt of such a notice, DTC will send to its participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to the CUSIP Service Bureau written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Book-Entry Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Book-Entry Notes for a single Book-Entry Note bearing the new CUSIP

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number and the CUSIP numbers of the exchanged Book-Entry Notes will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. Notwithstanding the foregoing, if the Book-Entry Notes to be exchanged exceed $500,000,000 in aggregate principal amount, one replacement Book-Entry Note will be authenticated and issued to represent $500,000,000 of principal amount of the exchanged Book-Entry Notes and an additional Book-Entry Note or Notes will be authenticated and issued to represent any remaining principal amount of such Book-Entry Notes (See “Denominations” below).

Denominations:Unless otherwise specified in an applicable Pricing Supplement, the Notes will be issued in denominations of $1,000 or in multiples of $1,000. Book-Entry Notes will be denominated in principal or face amounts not in excess of $500,000,000. If one or more Notes having an aggregate principal or face amount in excess of $500,000,000 would, but for the preceding sentence, be represented by a single Book-Entry Note, then one Book-Entry Note will be issued to represent each $500,000,000 principal or face amount of such Note or Notes and an additional Book-Entry Note will be issued to represent any remaining principal amount of such Note or Notes. In such case, each of the Book-Entry Notes representing such Note or Notes shall be assigned the same CUSIP number.

Issue Price:Unless otherwise specified in an applicable Pricing Supplement, each Note will be issued at the percentage of principal amount specified in the Final Prospectus relating to such Note.

Interest:Each Note will bear interest at either a fixed rate (each a “Fixed Rate Note”) or a floating rate (each a “Floating Rate Note”), which may be zero during all or any part of the term in the case of certain Notes issued at a price representing a substantial discount from the principal amount payable on the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be. Interest on each Note will accrue from the Original Issue Date of such Note for the first interest period, and from the previous Interest Payment Date on which interest has been paid for all subsequent interest periods. Except as set forth hereafter, each payment of interest on a Note will include interest accrued through the calendar day before the current Interest Payment Date (or the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option in the case of the last Interest Accrual Period). If an Interest Payment Date (or the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be) for any Fixed Rate Note falls on a day that is not a Business Day, any payment of principal, premium, if any, or interest will be paid on the next Business Day. No interest will accrue on such payment for a period from and after the originally scheduled Interest Payment Date (or the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on

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exercise of a Survivor’s Option, as the case may be) to the date that payment is made. If an Interest Payment Date (or the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be) for any Floating Rate Note falls on a day that is not a Business Day, any payment of principal, premium, if any, or interest will be made on the next Business Day. However, in the case of a LIBOR Note, if such day falls in the next calendar month, such Interest Payment Date will be the preceding day that is a Business Day with respect to such LIBOR Note. No interest will accrue on such payment for a period from and after the originally scheduled Interest Payment Date (or the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be) to the date that payment is made.

Each pending deposit message described under Settlement Procedure “C” below will be routed to Standard & Poor’s, which will use the message to include certain information regarding the related Notes in the appropriate daily bond report published by Standard & Poor’s.

Each Note will bear interest from and including its Original Issue Date at the rate per annum set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Note (other than a zero-coupon note) will be payable either monthly, quarterly, semi-annually or annually on each Interest Payment Date (or on the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be). Interest will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date; provided, however, that interest payable on the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be, will be payable to the person to whom principal shall be payable.

The interest rates the Company will agree to pay on newly-issued Notes are subject to change without notice by the Company from time to time, but no such change will affect any Notes already issued or as to which an offer to purchase has been accepted by the Company. The Interest Payment Dates for a Note will be specified in the applicable Note and Pricing Supplement. The Regular Record Date with respect to any Interest Payment Date will be the 15^th calendar day prior to such Interest Payment Date, whether or not such date shall be a Business Day, except that the Regular Record Date for the final Interest Payment Date will be the final Interest Payment Date. Each payment of interest on a Note shall include accrued interest from and including the Original Issue Date or from and including the last day in respect of which interest has been paid (or duly

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provided for), as the case may be, to, but excluding, the Interest Payment Date, Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be.

Calculation of

Interest:Unless otherwise specified in the applicable Pricing Supplement, interest on the Notes (including interest for partial periods) will be calculated on the basis set forth in the Final Prospectus.

Business Day:“Business Day” means, unless otherwise specified in the applicable Pricing Supplement, any day that (i) is not a Saturday or Sunday, (ii) in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close, and (iii) if the interest rate formula basis is LIBOR, any day on which dealings or deposits in US dollars are transacted in the London interbank market.

Payments of Principal

and Interest:Promptly after each Regular Record Date, the Trustee will deliver to, in a form acceptable to, the Company and DTC, notice specifying by CUSIP number the amount of interest to be paid on each Book-Entry Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be) and the total of such amounts. The Company will confirm with the Trustee and DTC the amount payable on each Book-Entry Note on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor’s. On such Interest Payment Date (other than on the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be), the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, such total amount of interest due, at the times and in the manner set forth below under “Manner of Payment”.

Payments on the

Maturity Date:On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal, premium, if any, and interest to be paid on each Book-Entry Note representing Notes maturing or subject to redemption (pursuant to a sinking fund or otherwise) or repayment in the following month. The Trustee, the Company and DTC will confirm the amounts of such principal, premium, if any, and interest payments with respect to each Book-Entry Note on or about the fifth Business Day preceding the Maturity Date of such Book-Entry Note. On the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, the principal amount of such Book-Entry Note, together with interest and premium, if any, due on such Maturity Date, Redemption Date, Optional

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Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be, at the times and in the manner set forth below under “Manner of Payment”.

Manner of Payment:The total amount of any principal, premium, if any, and interest due on Book-Entry Notes on any Interest Payment Date, Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be, shall be paid by the Company to the Trustee in immediately available funds as of 9:30 a.m., New York City time, on such date. The Company will make such payment on such Book-Entry Notes by instructing the Trustee to withdraw funds from an account maintained by the Company with the Trustee, by wire transfer to the Trustee or as otherwise agreed with the Trustee. The Company will confirm such instructions in writing to the Trustee. Prior to 10:00 a.m., New York City time, on the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be, or as soon as possible thereafter, the Trustee will make payment to DTC in accordance with existing arrangements between DTC and the Trustee, in funds available for immediate use by DTC, each payment of interest, principal and premium, if any, due on a Book-Entry Note on such date. On each Interest Payment Date (other than on the Maturity Date, Redemption Date, Optional Repayment Date or repayment date on exercise of a Survivor’s Option, as the case may be) the Trustee will pay DTC such interest payments in same-day funds in accordance with existing arrangements between the Trustee and DTC. Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in amounts proportionate to their respective holdings in principal amount of beneficial interest in such Book-Entry Note as are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have any direct responsibility or liability for the payment by DTC of the principal of, or premium, if any, or interest on, the Notes to such Participants.

Withholding Taxes:The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note, or as applicable law may otherwise require.

Procedure for Rate

Setting and Posting:The Company and the Agents will discuss, from time to time, the aggregate principal amounts, the Maturity Dates, the Issue Price, the interest rates, and the other terms of the Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set interest rates borne by any Notes in respect of which the Agents are to solicit orders (the setting of such interest rates to be referred to herein as

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“Posting”), or if the Company decides to change interest rates previously posted by it, it will promptly advise the Agents of the prices and interest rates to be posted. The Company will assign a separate CUSIP number for each tranche of Notes to be posted, and will so advise and notify the Trustee and Lead Agent of said assignment by telephone and/or by telecopier or other form of electronic transmission prior to Posting. The Lead Agent will, in turn, include the assigned CUSIP number on all Posting notices communicated to the Agents and Selling Group members.

Offering of Notes:In the event that there is a Posting, the Lead Agent will communicate to each of the Agents and Selling Group members the terms of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Lead Agent, along with the other Agents and the Selling Group, will solicit offers to purchase the Notes accordingly.

Purchase of Notes by

the Lead Agent:The Lead Agent will, no later than 4:00 p.m. (New York City time) on the sixth day subsequent to the day on which such Posting occurs, or if such sixth day is not a Business Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Lead Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Lead Agent.

Acceptance and

Rejection of Orders:Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Lead Agent will promptly advise the Company by telephone of all offers to purchase Notes received by any Agent, other than those rejected by such Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise specified in an applicable Pricing Supplement, no order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Lead Agent, the Company will (i) promptly execute and return such Terms Agreement to the Lead Agent or (ii) inform the Lead Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Lead Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company.

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Preparation of

Pricing Supplement:If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Distribution Agreement as Exhibit E) reflecting the terms of such Note and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply a copy thereof (or additional copies if requested) to the Lead Agent and one copy to the Trustee, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day. The Lead Agent will cause a Final Prospectus and Pricing Supplement to be delivered to each of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Distribution Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group member. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to Final Prospectuses prior to their use. Outdated Pricing Supplements and Final Prospectuses to which they are attached (other than those retained for files) will be destroyed.

Delivery of Confirmation

and Final Prospectus to

Purchaser by

Lead Agent:Subject to “Suspension of Solicitation; Amendment or Supplement” below, each Agent will deliver a Final Prospectus as herein described with respect to each Note sold by it. For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Lead Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, such Agent will deliver to such purchaser the Final Prospectus in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note.

Settlement:The receipt of immediately available funds by the Company in payment for Notes and the authentication and issuance of the Book-Entry Note representing such Notes shall constitute “Settlement” with respect to such Notes. All orders accepted by the Company will be settled within one to three Business Days pursuant to the timetable for Settlement set forth below, unless the Company and the purchaser agree to Settlement on a later date, which date shall be specified upon acceptance of such offer; provided, however, that in all cases the Company will notify the Trustee on the date issuance instructions are given.

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Settlement

Procedures:In the event of a purchase of Notes by any Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Lead Agent and the Company pursuant to the Distribution Agreement. Settlement Procedures with regard to each Note sold by an Agent, as agent for the Company, shall be as follows:

A.After the acceptance of an offer by the Company with respect to a Note, the Lead Agent will communicate the following details of the terms of such offer (the “Note Sale Information”) to the Company by telephone confirmed in writing or by facsimile transmission or other acceptable written means:

1.Principal amount of the purchase;

2.In the case of a Fixed Rate Note, the interest rate, or in the case of a Floating Rate Note, the initial interest rate, the Interest Reset Dates, the Interest Payment Dates, the Interest Rate Index, Maturity Date, Interest Rate Basis, Spread or Multiplier, if any and the Minimum Rate or Maximum Rate, if any;

3.Settlement Date;

4.Maturity Date;

5.Purchase Price;

6.Lead Agent’s commission determined pursuant to Section 2(a) of the Distribution Agreement;

7.Net proceeds to the Company;

8.Trade Date;

9.If a Note is redeemable by the Company, such of the following as are applicable:

(i) The date on and after which such Note may be redeemed (the “Redemption Commencement Date”),

(ii) Initial redemption price (% of par), and

(iii) Amount (% of par) that the initial redemption price shall decline (but not below par) on each anniversary of the Redemption Commencement Date;

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10.Whether the Note has a Survivor’s Option;

11.If a zero-coupon note, the total amount of original issue discount, the yield to maturity and the initial accrual period of original issue discount;

12.DTC Participant Number of the institution through which the customer will hold the beneficial interest in the Book-Entry Note; and

13.Such other terms as are necessary to complete the applicable form of Note.

B.The Company will advise the Trustee by telephone (confirmed in writing and signed by an authorized person at any time on the same date) or by facsimile transmission signed by an authorized person of the information set forth in Settlement Procedure “A” above and the name of the Lead Agent. The Company will assign a CUSIP number to the Book-Entry Note representing such Note. The Company will notify the Trustee and the Lead Agent of such CUSIP number by telephone as soon as practicable.

C.The Trustee will communicate to DTC and the Lead Agent through DTC’s Participant Terminal System, a pending deposit message specifying the following Settlement information:

1.The information received in accordance with Settlement Procedure “A”.

2.The numbers of the participant accounts maintained by DTC on behalf of the Trustee and the Lead Agent.

3.The initial Interest Payment Date for such Note, number of days by which such date succeeds the related DTC record date (which term means the Regular Record Date, or in the case of Floating Rate Notes which reset weekly, the date five calendar days immediately preceding the applicable Interest Payment Date), and if then calculated, the amount of interest payable on such Initial Interest Payment Date (which amount shall have been confirmed by the Trustee).

4.The CUSIP number of the Book-Entry Note representing such Notes.

5.The frequency of interest payments.

6.The frequency of interest rate resets.

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7.Whether such Book-Entry Note represents any other Notes issued or to be issued (to the extent then known).

D.The Trustee will complete and deliver a Book-Entry Note representing such Note in a form that has been approved by the Company, the Agents and the Trustee.

E.The Trustee will authenticate the Book-Entry Note representing such Note and maintain possession of such Book-Entry Note.

F.DTC will credit such Note to the participant account of the Trustee maintained by DTC.

G.The Trustee will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Trustee’s participant account and credit such Note to the participant account of such Agent maintained by DTC and (ii) debit the settlement account of such Agent and credit the settlement account of the Trustee maintained by DTC, in an amount equal to the price of such Note less the Lead Agent’s commission. The entry of such a deliver order shall be deemed to constitute a representation and warranty by the Trustee to DTC that (a) the Book-Entry Note representing such Note has been issued and authenticated and (b) the Trustee is holding such Book-Entry Note pursuant to the Certificate Agreement.

H.The Lead Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Lead Agent’s participant account and credit such Note to the participant accounts of the Participants to whom such Note is to be credited maintained by DTC and (ii) debit the settlement accounts of such Participants and credit the settlement account of the Lead Agent maintained by DTC, in an amount equal to the price of the Note so credited to their accounts.

I.Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “G” and “H” will be settled in accordance with SDFS operating procedures in effect on the Settlement Date.

J.The Trustee will credit to an account of the Company maintained at the Trustee funds available for immediate use in an amount equal to the amount credited to the Trustee’s DTC participant account in accordance with Settlement Procedure “G”.

K.Upon request by the Company, the Trustee will send a copy of the Book-Entry Note representing such Note by first-class mail to the Company.

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L.The Lead Agent will confirm the purchase of each Note to the purchaser thereof either by transmitting to the Participant to whose account such Note has been credited a confirmation order through DTC’s Participant Terminal System or by mailing a written confirmation to such purchaser. In all cases the Final Prospectus, as most recently amended or supplemented, must accompany or precede such confirmation.

M.Upon request by the Company, the Trustee will send to the Company a statement setting forth the principal amount of Notes outstanding as of that date under the Indenture and setting forth the CUSIP number(s) assigned to, and a brief description of, any orders which the Company has advised the Trustee but which have not yet been settled.

Settlement Procedures

Timetable:In the event of a purchase of Notes by the Lead Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Lead Agent and the Company pursuant to the Distribution Agreement. For orders of Notes solicited by an Agent, as agent, and accepted by the Company, Settlement Procedures “A” through “M” shall be completed as soon as possible but not later than the respective times (New York City time) set forth below:

Settlement Procedure:	Time
A	4:00 p.m. on the Trade Day.
B	5:00 p.m. on the Trade Day.
C	2:00 p.m. on the Business Day before the Settlement Date.
D	10:00 a.m. on the Settlement Date.
E	12:00 p.m. on the Settlement Date.
F	12:30 p.m. on the Settlement Date.
G-H	2:00 p.m. on the Settlement Date.
I	4:45 p.m. on the Settlement Date.
J-L	5:00 p.m. on the Settlement Date.
M	At the request of the Company.

NOTE:  The Final Prospectus as most recently amended or supplemented must accompany or precede any written confirmation given to the customer (Settlement Procedure “L”). Settlement Procedure “I” is subject to extension in accordance

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with any extension Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If Settlement of a Note is rescheduled or cancelled, the Trustee will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date.

Failure to Settle:If the Trustee fails to enter an SDFS deliver order with respect to a Note pursuant to Settlement Procedure “G”, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message; provided, that, such participant account contains Notes having the same terms and having a principal amount that is at least equal to the principal amount of such Note to be debited. If withdrawal messages are processed with respect to all the Notes issued or to be issued represented by a Book-Entry Note, the Trustee will cancel such Book-Entry Note in accordance with the Indenture, make appropriate entries in its records and so advise the Company. The CUSIP number assigned to such Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Notes represented by a Book-Entry Note, the Trustee will exchange such Book-Entry Note for two Book-Entry Notes, one of which shall represent such Notes and shall be cancelled immediately after issuance, and the other of which shall represent the remaining Notes previously represented by the surrendered Book-Entry Note and shall bear the CUSIP number of the surrendered Book-Entry Note. If the purchase price for any Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s participant Terminal System reversing the orders entered pursuant to Settlement Procedures “G” and “H”, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by an Agent in the performance of its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company.

Notwithstanding the foregoing, upon any failure to settle with respect to a Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to

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one or more, but not all, of Notes that were to have been represented by a Book-Entry Note, the Trustee will provide, in accordance with Settlement Procedures “D” and “E”, for the authentication and issuance of a Book-Entry Note representing the other Notes to have been represented by such Book-Entry Note and will make appropriate entries in its records.

Procedure for

Rate Changes:Each time a decision has been reached to change rates, the Company will promptly advise the Agents of the new rates, who will forthwith suspend solicitation of purchases of Notes at the prior rates. The Agents may telephone the Company with recommendations as to the changed interest rates.

Suspension of

 Solicitation;

Amendment

or Supplement:Subject to the Company’s representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally or in writing), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of offers to purchase may be resumed.

In the event that at the time the Company suspends solicitation of offers to purchase there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Final Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Final Prospectus may not be so delivered.

If the Company decides to amend or supplement the Registration Statement or the Final Prospectus, it will promptly advise the Lead Agent, on behalf of the Agents, and furnish the Lead Agent, on behalf of the Agents, and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Distribution Agreement. Subject to the provisions of the Distribution Agreement, the Company may file with the Commission any supplement to the Final Prospectus relating to the Notes. The Company will provide the Lead Agent, on behalf of the Agents, and the Trustee with copies of any such supplement, and confirm to the Lead Agent that such supplement has been filed with the Commission.

A-15

Trustee Not to

Risk Funds:Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee for such purpose.

Advertising Costs:The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company.

A-16

EXHIBIT B

IncomeNotes^SM COMMISSION SCHEDULE

Maturity Ranges	Commission*
More than 9 months to less than 2 years	.20	%
2 years to less than 3 years	.40
3 years to less than 4 years	.63
4 years to less than 5 years	.80
5 years to less than 7 years	1.00
7 years to less than 10 years	1.28
10 years to less than 15 years	1.50
15 years to less than 20 years	2.00
20 years or more	2.50

*The Lead Agent may agree with the Company in respect of the sale of any Note to accept a commission other than one based upon the specified ranges of maturity, in which case such commission will be set forth in the Pricing Supplement applicable to such Note, provided, however, that in no case shall the commission exceed 8% of the initial offering proceeds.

B-1

EXHIBIT C

THE BEAR STEARNS COMPANIES INC.
IncomeNotes^SM

Form of Terms Agreement

       , 200   

The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York 10179

The terms of the Notes shall be as follows:

If fixed rate notes:

Principal Amount:

Public Offering Price:

Purchase Price by Bear Stearns:

Settlement Date and Time:

Place of Delivery:

Methods of and Specified Funds for Payment of Purchase Price:

Interest Rate:

Interest Accrual Date:

Interest Payment Dates:

Maturity Date:

Optional Repayment Date(s):

Optional Redemption Date(s):

CUSIP:

Minimum Denominations:

Survivor’s Option:

Additional Terms:

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If floating rate notes:

Base Rate:

Principal Amount:

Public Offering Price:

Purchase Price by Bear Stearns:

Settlement Date and Time:

Place of Delivery:

Methods of and Specified Funds  for Payment of Purchase Price:

Initial Interest Rate:

Interest Payment Date(s):

Interest Reset Date(s):

Interest Reset Period:

Index Maturity:

Interest Payment Period:

Maximum Interest Rate:

Minimum Interest Rate:

Spread:

Maturity Date:

Optional Repayment Date(s):

Optional Redemption Date(s):

Calculation Agent:

CUSIP:

Minimum Denominations:

Survivor’s Option:

Additional Terms:

C-2

BEAR, STEARNS & CO. INC.
By
		Name:
		Title:
THE BEAR STEARNS COMPANIES INC.
By
	Name:
	Title:

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EXHIBIT D

BEAR

STEARNS

MASTER SELECTED DEALER AGREEMENT

August 21, 2002

Ladies and Gentlemen:

In connection with registered public offerings of securities for which we are acting as lead manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as lead manager or co-manager of the initial purchasers, or institutions acting in a similar capacity, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.

1.Applicability of this Agreement. The terms and conditions of this letter agreement (this “Agreement”) shall be applicable to any offering of securities (“Securities”), whether pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or exempt from registration thereunder, in respect of which Bear Stearns (acting for its own account or for the account of any underwriting or similar group or syndicate) is responsible for managing or otherwise implementing the sale of the Securities to selected dealers (“Selected Dealers”) and has expressly informed you that such terms and conditions shall be applicable. Any such offering of Securities to you as a Selected Dealer is hereinafter called an “Offering”. In the case of any Offering where we are acting for the account of any underwriting or similar group or syndicate (“Underwriters”), the terms and conditions of this Agreement shall be for the benefit of, and binding upon, such Underwriters, including, in the case of any Offering where we are acting with others as representatives of Underwriters, such other representatives.

2.Conditions of Offering; Acceptance and Purchases. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. We will advise you by wire, telex, facsimile or other electronic data transmission or other medium of written communication (“in writing”, which term, in the case of any Offering described in Section 3(a) or 3(b) hereof, may include a prospectus or offering circular) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and the offering date referred to in Section 3(c) hereof) of any Offering in which you are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in writing by Bear Stearns, acceptances and other communications by you with respect to an Offering should be sent to the appropriate Syndicate Department of Bear Stearns. We may close the subscription books at any time in our sole discretion without notice, and we reserve the right to reject any acceptance in whole or in part.

D-1

Unless notified otherwise by us, Securities purchased by you shall be paid for on such date as we shall determine, on one day’s prior notice to you, by wire transfer payable in immediately available funds to the order of Bear Stearns, in an amount equal to the Public Offering Price (as hereinafter defined) or, if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined). If Securities are purchased and paid for at such Public Offering Price, such Concession will be paid after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Unless notified otherwise by us, payment for and delivery of Securities purchased by you shall be made through the facilities of The Depository Trust Company, if you are a member, unless you have otherwise notified us prior to the date specified in writing to you by us or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instructions which you will send to us prior to such specified date.

3.Representations, Warranties and Agreements.

(a)Registered Offerings. In the case of any Offering of Securities which are registered under the Securities Act (“Registered Offering”), we will make available to you as soon as practicable after sufficient copies are made available to us by the issuer of the Securities such number of copies of each preliminary prospectus and of the final prospectus relating thereto as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission thereunder.

You represent and warrant that you are familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that you will comply therewith. You agree to make a record of your distribution of each preliminary prospectus and when furnished with copies of any revised preliminary prospectus, you will promptly forward copies thereof to each person to whom you have theretofore distributed a preliminary prospectus.

You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the final prospectus delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriters to give any information or to make any representation not contained in the prospectus in connection with the sale of such Securities.

(b)Offerings Pursuant to Offering Circular. In the case of any Offering of Securities, other than a Registered Offering, which is made pursuant to an offering circular or other document comparable to a prospectus in a Registered Offering, we will make available to you as soon as practicable after sufficient copies are made available to us by the issuer of the Securities such number of copies of each preliminary offering circular and of the final offering circular relating thereto as you may reasonably request. You agree that you will comply with applicable Federal, state and other laws, and the applicable rules and regulations of any regulatory body promulgated thereunder, governing the use and distribution of offering circulars by brokers or dealers.

You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the final offering circular delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to an offering circular or by any Underwriters to give any information

D-2

or to make any representation not contained in the offering circular in connection with the sale of such Securities.

(c)Offer and Sale to the Public. The Offering of Securities is made subject to the conditions referred to the prospectus or offering circular relating to the Offering and to the terms and conditions set forth in this Agreement. With respect to any Offering of Securities, we will inform you in writing of the public offering price, the selling concession, the reallowance (if any) to dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance to dealers. The offering price, selling concession and reallowance (if any) to dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the “Public Offering Price”, the “Concession” and the “Reallowance”. With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 4 hereof, you agree to offer Securities to the public only at the Public Offering Price, except that if a Reallowance is in effect, a Reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business who are either (i) members in good standing of the NASD who agree to abide by the applicable rules of the NASD (see Section 3(e) below) or (ii) foreign banks, dealers or institutions not eligible for membership in the NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, dealers and institutions set forth in Section 3(e) hereof.

(d)Over-Allotment; Stabilization; Unsold Allotments. We may, with respect to any Offering, be authorized to over-allot in arranging sales to Selected Dealers, to purchase and sell Securities for long or short account and to stabilize or maintain the market price of the Securities. You agree that upon our request at any time and from time to time prior to the termination of the provisions of Section 3(c) hereof with respect to any Offering, you will report to us the amount of Securities purchased by you pursuant to such Offering which then remain unsold by you and will, upon our request at any such time, sell to us for our account or the account of one or more Underwriters such amount of such unsold Securities as we may designate at the Public Offering Price less an amount to be determined by us not in excess of the Concession. If, prior to the later of (i) the termination of the provisions of Section 3(c) hereof with respect to any Offering, or (ii) the covering by us of any short position created by us in connection with such Offering for our account or the account of one or more Underwriters, we purchase or contract to purchase for our account or the account of one or more Underwriters in the open market or otherwise any Securities purchased by you under this Agreement as part of such Offering, you agree to pay us on demand for the account of the Underwriters an amount equal to the Concession with respect to such Securities (unless you shall have purchased such Securities pursuant to Section 2 hereof at the Public Offering Price and you have not received or been credited with any Concession, in which case we shall not be obligated to pay such Concession to you pursuant to Section 2) plus transfer taxes and broker’s commissions or dealer’s mark-up and accrued interest or dividends, if any, paid in connection with such purchase or contract to purchase.

(e)NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other

D-3

sales to comply with the NASD’s interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD’s interpretation with respect to review of corporate financing as such requirements relate to such Offering.

You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material (“IM”) and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country.

You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as Lead Manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.

(f)Relationship among Underwriters and Selected Dealers. We may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, with our consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering Price less all or any part of the Concession. We shall have full authority to take such action as we deem advisable in all matters pertaining to any Offering under this Agreement. You are not authorized to act as agent for us, any Underwriter or the issuer or other seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter shall be under any obligation to you except for obligations expressly assumed hereunder or in writing by us in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another. If the Selected Dealers, among themselves or with the Underwriters, should be deemed to constitute a partnership for Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with that election. You authorize us, in our discretion, to execute and file on your behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering you shall be liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them constitute an association, an unincorporated business or other entity, including, in each case, your proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability.

(g)Blue Sky Laws. Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified

D-4

for sale or are exempt under the securities or blue sky laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction.

(h)Compliance with Law. Without limitation of any other provision of this Agreement, you agree that in selling Securities pursuant to any Offering (which agreement shall also be for the benefit of the issuer or other sellers of such Securities), you will comply with all applicable laws, rules and regulations, including but not limited to all applicable provisions of the Securities Act and the Exchange Act and all applicable rules and regulations of the Commission, the NASD and any securities exchange or other regulatory authority having jurisdiction over you, the issuer or the Offering, in addition to any applicable laws, rules and regulations specified in Section 3(b) hereof. Without limiting the foregoing, (i) you agree that, at all times since you were invited to participate in an Offering of Securities, you have complied with the provisions of Regulation M applicable to such Offering, in each case after giving effect to any applicable exemptions and (ii) you represent that your incurrence of obligations hereunder in connection with any Offering of Securities will not result in the violation by you of Rule 15c3-1 under the Exchange Act, if such requirements are applicable to you.

(i)Electronic Distribution. You agree that you will not (i) make available on your web site or distribute, through the internet or otherwise by electronic means, the Prospectus or Offering Circular for any Offering, (ii) accept any indication of interest or confirm or settle any sale of Securities in any Offering to or through online brokerage accounts or otherwise through your web site or the internet or (iii) otherwise engage in any distribution of Securities in any Offering through the internet or by electronic means, except in each case with our consent. You represent, warrant and agree that any activity of the kind described in (i), (ii) and (iii) above that you undertake in connection with any Offering will be in accordance with procedures which the Commission has approved in writing or to which the Commission has confirmed in writing that it has no objection, and will in any event be your own responsibility and at your own expense and risk. You will upon request deliver to us a copy of any such approval or confirmation from the Commission.

D-5

4.Termination; Supplements and Amendments. This Agreement shall continue in full force and effect until terminated by a written instrument executed by each of the parties hereto. This Agreement may be supplemented or amended by us by written notice thereof to you, and any such supplement or amendment to this Agreement shall be effective with respect to any Offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so amended and supplemented. The terms and conditions set forth in Section 3(c) hereof with regard to any Offering will terminate at the close of business on the 30th day after the commencement of the public offering of the Securities to which such Offering relates, but in our discretion may be extended by us for a further period not exceeding 30 days and in our discretion, whether or not extended, may be terminated at any earlier time. All other provisions of this Agreement shall remain in full force and effect with respect to such Offering.

5.Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and other persons specified in Section 1 hereof, and the respective successors and assigns of each of them.

6.Governing Law. This Agreement and the terms and conditions set forth herein with respect to any Offering together with such supplementary terms and conditions with respect to such Offering as may be contained in any communication in writing from us to you in connection therewith shall be governed by, and construed in accordance with, the laws of the State of New York.

Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to or your acceptance of any reservation of any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 4 hereof); together with and subject to any supplementary terms and conditions contained in any communication in writing from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 3 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) or 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof.

D-6

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute but one and the same instrument. Transmission by telecopier or facsimile transmission of an executed counterpart of this Agreement shall constitute due and sufficient delivery of such counterpart.

		Very truly yours,
		BEAR, STEARNS & CO. INC.
		By:	/s/ Stephen Parish
			Name:	Stephen Parish
			Title:	Senior Managing Director
Confirmed and accepted
as of                           , 20
(Name of Dealer)
By:
	Name:
	Title:
(If person signing is not an officer or a partner,
please attach instrument of authorization)
Address:
Tel:
Fax:

D-7

EXHIBIT E

Form of Pricing Supplement

THE BEAR STEARNS COMPANIES INC.

IncomeNotes^SM

With Maturities of Nine Months or More from Date of Issue

Registration No. 333-104455
Filed Pursuant to Rule 424(b)(3)
Pricing Supplement No. [    ]

(To Prospectus dated April 24, 2003,
and Prospectus Supplement dated June 19, 2003)

Trade Date:        /    /    

Issue Date:         /    /    

The date of this Pricing Supplement is      /    /    

CUSIP# Interest Rate Maturity Date Price to
Public Discounts &
Commissions Interest
Payment
Frequency

Subject to Redemption

First Interest
Payment Survivor’s
Option Yes/No Date and Terms
of Redemption Aggregate
Principal
Amount Net
Proceeds

E-1

Schedule I

Opinion of Company Counsel

1.Each of the Company, Bear, Stearns & Co. Inc. (“Bear Stearns”) and Bear, Stearns Securities Corp. (“BSSC”) is a corporation validly existing and in good standing under the laws of the State of Delaware, and each of Bear, Stearns International Limited (“BSIL”) and Bear Stearns Holdings Limited (“BSHL”) is a corporation validly existing in Great Britain and registered in England and Wales, and each has the corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Final Prospectus. Each of the Company, Bear Stearns and BSSC is duly qualified to transact business and is in good standing as a foreign corporation in the State of New York and each of BSIL and BSHL is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which such qualification is required, whether by reason of ownership or leasing of property or conduct of business, except where failure to so qualify would not have a Material Adverse Effect. The opinion in the previous sentence, as to the good standing of the Company, Bear Stearns and BSSC in the State of New York, is based solely on good standing certificates from the Secretary of State of New York, through the date hereof, and no opinion is given as to the payment of New York franchise taxes. All of the outstanding shares of capital stock of Bear Stearns is owned of record and, to our knowledge, beneficially by the Company and all of the outstanding voting capital stock of BSSC is owned of record and, to our knowledge, beneficially by Bear Stearns; all of the outstanding shares of capital stock of BSIL is owned of record and, to our knowledge, beneficially by BSHL and Bear Stearns UK Holdings Limited, a wholly-owned subsidiary of the Company (“BSUK”); and all of the outstanding shares of capital stock of BSHL is owned of record and, to our knowledge, beneficially by BSUK, in each case free and clear, to our knowledge, of any lien, security interest or other encumbrance.

2.The execution, delivery and performance by the Company of the Indenture and the consummation by the Company of the transactions contemplated thereby have been duly authorized by the Company. The Indenture has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.The Company has the corporate power to authorize, create and issue the Notes, and the Notes, when duly executed by the Company, authenticated by the Trustee in the manner contemplated in the Indenture, and sold and delivered by the Company pursuant to the Distribution Agreement, will be legal, valid and binding obligations of the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is

I-1

sought in a proceeding at law or in equity), and will be validly issued and outstanding and entitled to the benefits provided by the Indenture. The statements in the Final Prospectus under the captions “Description of Debt Securities” and “Description of Notes” insofar as they purport to summarize certain provisions of documents specifically referred to therein, are accurate summaries in all material respects of such provisions.

4.The Company has the corporate power and authority to execute and deliver the Distribution Agreement [and the Terms Agreement] and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Distribution Agreement [and the Terms Agreement] and the consummation by the Company of the transactions contemplated thereby have been duly authorized by the Company. The Distribution Agreement [and the Terms Agreement] has [have] been duly authorized, executed and delivered by the Company and constitute[s] [a] legal, valid and binding agreement[s] of the Company, enforceable against the Company in accordance with its [their] terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law or considerations of public policy.

5.The execution of the Distribution Agreement [and the Terms Agreement], the delivery of the Distribution Agreement [and the Terms Agreement] and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof do not result in a violation of any provision of the Certificate of Incorporation or By-Laws of the Company or any Applicable Laws applicable to the Company (other than United States federal and state securities laws, as to which we express no opinion in this sentence). The execution and delivery by the Company of the Distribution Agreement and the Indenture, or the consummation by the Company of the transactions contemplated thereby do not require any Governmental Approval to be obtained on the part of the Company, except for those that (i) may be required by Rule 424(b) promulgated under the 1933 Act, (ii) may be required under federal and state securities or blue sky laws, as to which we express no opinion, or (iii) have been made or obtained under the 1933 Act or the Trust Indenture Act.

References in this letter to “Applicable Laws” are to those laws, rules and regulations of the State of New York and of the United States of America that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents, and the General Corporation Law of the State of Delaware. References in this letter to “Governmental Authorities” are to executive, legislative, judicial, administrative or regulatory bodies of the State of New York or the United States of America and the Secretary of State of the State of Delaware. References in this letter to “Governmental Approval” are to any consent, approval, license, authorization or validation of, or filing, recording or registration with, any Governmental Authority pursuant to Applicable Laws.

6.The Registration Statement, as of its effective date, and the Final Prospectus, as of its issue date and as of the date hereof, complied and comply as to form in all material respects with the requirements of the 1933 Act and the Trust Indenture Act and the rules

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and regulations thereunder (except that no opinion is expressed herein with respect to the financial statements and notes thereto, the financial statement schedules and the other numerical, financial, statistical, quantitative and accounting data included or incorporated by reference therein or that should have been included therein).

7.The Registration Statement became effective under the 1933 Act upon its filing with the Commission and, to our knowledge,  Stop Order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been initiated or threatened by the Commission. Any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b).

8.To our knowledge, based upon telephonic confirmation from the Commission, the Indenture has been qualified under the Trust Indenture Act.

9.The statements made in the Final Prospectus under the caption “Certain US Federal Income Tax Considerations,” to the extent such statements summarize material federal tax consequences of the purchase, beneficial ownership and disposition of the Notes to the holders thereof described therein, are correct in all material respects. All such statements are based upon current law, which is subject to change, possibly with retroactive effect, and we assume no obligation to update or supplement this letter to reflect any facts, circumstances, laws, rules or regulations, or any changes thereto, or any court or other authority or body decisions or governmental or regulatory authority determinations which may hereafter occur or come to our attention. Further, there can be no assurance that the Internal Revenue Service will not take a contrary position.

We have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information contained in the Registration Statement, the Disclosure Package or the Final Prospectus, and we do not pass upon or assume any responsibility therefor. However, in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus, we have attended certain conferences and participated in the conversations with representatives of the Company, your representatives and representatives of [                                           ], you counsel, and representatives of the Company’s independent public accountants. On the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to in this opinion letter, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus which causes us to believe that, (i) as of the effective date of the Registration Statement, the Registration Statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of its date or as of the date hereof, the Final Prospectus (including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package, as

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of the Execution Time or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact that required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that we express no view as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included or incorporated by reference in the Registration Statement or the Final Prospectus.

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Schedule II

Opinion of Agent Counsel

1.The Registration Statement, as of its effective date, and the Final Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein and any numerical, financial, statistical and quantitative data included therein, as to which we express no view), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder applicable to such documents as of the relevant date.

In connection with the preparation of the Registration Statement and the Final Prospectus, we participated in conferences with your representatives and with certain officers and employees of, and counsel and independent public accountants for, the Company, at which the contents of the Registration Statement and the Final Prospectus and related matters were discussed. On the basis of such participation and review (relying as to materiality to a large extent upon the opinions of officers and other representations of the Company), but without independent verification by us of, and without assuming any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Final Prospectus or any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the Registration Statement, at the time it became effective, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Final Prospectus, as of its date and as of the date hereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that we express no opinion with respect to (i) the financial statements and notes thereto and related schedules and other financial, numerical, statistical and accounting data contained in or omitted from the Registration Statement or the Final Prospectus; (ii) the Form T-1; or (iii) any documents incorporated by reference into the Registration Statement.

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Schedule III

Comfort Letter

We have audited the consolidated statements of financial condition of The Bear Stearns Companies Inc. and its subsidiaries (the “Company”) as of                               and                                and the consolidated statements of income, cash flows and changes in stockholders’ equity for the fiscal years ended                               ,       and      , and the related financial statement schedules all included or incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended                               incorporated by reference in the registration statement (No. 333-      ) on Form S-3 filed by the Company under the Securities Act of 1933 (the “1933 Act”); our reports dated                                with respect thereto are also incorporated by reference in that registration statement. The registration statement, including the Prospectus dated                               , and the Prospectus Supplement dated                               is herein referred to as the “Registration Statement”.

In connection with the Registration Statement:

1.We are independent certified public accountants with respect to the Company within the meaning of the 1933 Act and the applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”).

2.In our opinion, the consolidated financial statements and financial statement schedules audited by us and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the Securities Exchange Act of 1934 (the “1934 Act”) and the related rules and regulations adopted by the SEC.

3.We have not audited any financial statements of the Company as of any date or for any period subsequent to             ; although we have conducted an audit for the year ended                                , the purpose (and therefore the scope) of the audit was to enable us to express our opinion on the consolidated financial statements as of                                , and for the year then ended, but not on the consolidated financial statements for any interim period within that year. Therefore, we are unable to and do not express any opinion on the unaudited consolidated statements of financial condition as of             ,             , and              and the unaudited consolidated statements of income and cash flows for the three-month periods ended             and              [,the three-month periods and six-month periods ended              and             ,] [and the three-month periods and the nine-month periods ended              and             ] included in the Company’s Quarterly Report on Form 10-Q for the quarter[s] ended             , filed with the SEC and incorporated by reference in the Registration Statement; or on the financial position, results of operations, or cash flows as of any other date or for any period subsequent to             .

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4.For the purposes of this letter, we have read the minutes and draft minutes of the meetings and special meetings of the Executive Committee of the Board of Directors of the Company and Bear, Stearns & Co. Inc. for the period from              to         . Officials of the Company have advised us that no draft minutes are available subsequent to             . We have carried out other procedures to          as follows (our work did not extend to the period              to             ):

(a)With respect to the three-month periods ended              and                [and the three-month periods and the six-month periods ended          and         ] [and the three-month periods and the nine-month periods ended              and                  ], we have:

(i)Performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the unaudited consolidated statements of financial condition as of             , the unaudited consolidated statements of income and cash flows for the three-month periods ended              and             , [and the three-month periods and the six-month periods ended              and             ,] [and the three-month periods and the nine-month periods ended              and             ] included in the Company’s quarterly report on Form 10-Q for the quarter ended             , incorporated by reference in the Registration Statement.

(ii)Inquired of certain officials of the Company who have responsibility for financial and accounting matters whether the unaudited consolidated financial statements referred to in (a)(i) comply as to form in all material respects with the applicable accounting requirements of the 1934 Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC and are stated on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference in the Registration Statement.

(b)With respect to the period from              to             , we have:

Been advised by officials of the Company that no fiscal quarterly unaudited consolidated statement of financial condition as of any date subsequent to              and no fiscal quarterly unaudited consolidated statement of income for any period subsequent to              and no fiscal quarterly unaudited consolidated statement of cash flows for any period subsequent to              were available.

The foregoing procedures do not constitute an audit conducted in accordance with auditing standards generally accepted in the United States of America. Also, they would not necessarily reveal matters of significance with respect to the comments in the following paragraph.

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Accordingly, we make no representations about the sufficiency of the foregoing procedures for your purposes.

5.Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe that:

(a)(i)Any material modifications should be made to the unaudited consolidated financial statements described in 4(a)(i), incorporated by reference in the Registration Statement, for them to be in conformity with accounting principles generally accepted in the United States of America.

(ii)The unaudited consolidated financial statements described in 4(a)(i) do not comply as to form in all material respects with the applicable accounting requirements of the 1934 Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC.

(b)(i)For the period              to             , there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, revenues net of interest expense, or net income, except in all instances for changes, increases, or decreases that the Registration Statement discloses have occurred or may occur [and except that consolidated              decreased from the corresponding period in the preceding year].

6.As mentioned in 4(b), Company officials have advised us that no fiscal quarterly unaudited consolidated statement of financial condition as of any date subsequent to              , no fiscal quarterly unaudited consolidated statement of income for any period subsequent to            and no fiscal quarterly unaudited consolidated statement of cash flows for any period subsequent to            are available; accordingly, the procedures carried out by us with respect to changes in financial statement items have, of necessity, been even more limited than those with respect to the earlier periods referred to in 4. We have inquired of certain officials of the Company who have responsibility for financial and accounting matters whether (a) at             there was any change in the preferred or common stock or increase in short or long-term indebtedness of the Company as compared with amounts shown on the            unaudited consolidated statement of financial condition incorporated by reference in the Registration Statement or (b) for the period            to            there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, revenues net of interest expense, or net income.

Those officials referred to above stated that (a) at        there was [no change] in the common or preferred stock other than purchases of common stock treasury shares and the issuances of common shares out of treasury [and retirement of preferred stock of $            ] or in the short-term indebtedness other than a net [increase][decrease] in short-term borrowings [due to additional net bank borrowings, commercial paper, and medium-term notes and other] of approximately $             [due             ] and in the long-term

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indebtedness other than the retirements/maturities of long-term borrowings of approximately $        and issuances of the following:                                       , and (b) for the period          to         , Company officials have informed us that no fiscal quarterly information subsequent to          is available as to whether there were decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, revenues net of interest expense, or net income.

7.For the purposes of this letter, we have also read the following, included or incorporated by reference in the Registration Statement on the indicated pages:

Item Page Description

Annual Report for [                                          ]

a.o“Selected Financial Data.” All amounts excluding “Employees”.

b.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. All dollar, share and per share amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

10-K Report for [                                          ]

c.Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Quarterly Report on Form 10-Q for the Period Ended [                                          ]

d.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. All dollar, share and per share amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

e.Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Quarterly Report on Form 10-Q for the Period Ended [                                       ]

f.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. All dollar, share and per share amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

g.Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

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Quarterly Report on Form 10-Q for the Period Ended [                                ]

h.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All dollar, share and per share amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources.”

i.Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Prospectus dated [                                      ]

j.o“Ratio of Earnings to Fixed Charges.”

Prospectus Supplement dated [                    ]

k.o“Summary of the Offering”, “Risk Factors”, “Description of Notes”, ranking summaries regarding outstanding indebtedness of the Company and its subsidiaries at                             .

8.Our audit of the consolidated financial statements for the periods referred to in the introductory paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. For none of the periods referred to therein, nor for any other period, did we perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions such as those enumerated above, and, accordingly, we express no opinion thereon.

9.However, for the purposes of this letter, we have performed the following additional procedures, which were applied as indicated with respect to the items outlined in 7 above.

a.With respect to items 7.a., 7.b., 7.d., 7.f. and 7.h., we (i) compared the dollar and share amounts to the respective amounts in the Company’s audited consolidated financial statements for the applicable periods indicated or to the Company’s unaudited consolidated financial statements for the three-month periods ended                      and                     , and the three and six-month periods ended                      and                     , and the three and nine-month periods ended                     and                     , incorporated by reference in the Registration Statement, to the extent such amounts are included in or can be derived from such statements and found them to be in agreement; (ii) compared other dollar and share amounts to amounts shown in the Company’s accounting records or analyses prepared by the Company and found them to be in agreement; (iii) proved the arithmetic accuracy of the percentages based on the data in the above-mentioned financial statements, accounting records, and analyses; and (iv) compared amounts in the analyses prepared by the Company with amounts shown in the Company’s accounting records and found them to be in agreement.

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b.With respect to items 7.c., 7.e., 7.g., 7.i. and 7.j., we (i) compared the amounts of Earnings Before Taxes on Income, Net Income and the amounts of Interest Fixed Charge to the respective amounts in the Company’s audited consolidated financial statements for the applicable periods indicated or to the Company’s unaudited consolidated financial statements for the three-months periods ended                      and                     , and the three and six-month periods ended                      and                     , and the three and nine-month periods ended                      and                     , incorporated by reference in the Registration Statement, and found them to be in agreement; (ii) proved the arithmetic accuracy of the Interest Factor in Rents Fixed Charge by multiplying rent expense per the Company’s accounting records by one-third; (iii) compared the amount of interest adjusted fixed charge, weighted average common and common equivalent shares outstanding and other dollar amounts to amounts in analyses prepared by the Company and found them to be in agreement (we make no comment regarding the completeness or appropriateness of the Company’s determination of what constitutes interest adjusted fixed charge); (iv) compared the amounts contained in the analyses described in (iii) above to amounts in the Company’s accounting records and found them to be in agreement; and (v) proved the arithmetic accuracy of the ratios and amounts based on the above-mentioned financial statements, accounting records and analyses.

c.With respect to item 7.k., we compared the dollar amounts shown to the Company’s accounting records and analyses prepared by the Company and found them to be in agreement.

10.It should be understood that we make no representations regarding questions of legal interpretation or regarding the sufficiency for your purposes of the procedures outlined in the preceding paragraph; also, such procedures would not necessarily reveal any material misstatement of the amounts or percentages listed above. Further, we have addressed ourselves solely to the foregoing data as included or incorporated by reference in the Registration Statement and make no representations regarding the adequacy of disclosure or regarding whether any material facts have been omitted.

11.This letter is solely for the information of the addressees and to assist the underwriters in conducting and documenting their investigation of the affairs of the Company in connection with the offering of the securities covered by the Registration Statement and it is not to be used, circulated, quoted or otherwise referred to within or without the underwriting group for any other purpose, including but not limited to the registration, purchase, or sale of securities, nor is it to be filed with or referred to in whole or in part in the Registration Statement or any other document, except that reference may be made to it in the underwriting agreement or any list of closing documents pertaining to the offering of the securities covered by the Registration Statement.

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EX-1.D

Exhibit 1(d)

U.S. $[                 ]

[                 ] GLOBAL NOTES DUE [                 ]

THE BEAR STEARNS COMPANIES INC.

UNDERWRITING AGREEMENT

[    ], 20[  ]

U.S. $[                 ]

THE BEAR STEARNS COMPANIES INC.

[                 ] GLOBAL NOTES DUE 20[  ]

UNDERWRITING AGREEMENT

[      ], 20[  ]

To the Several Underwriters named in Schedule I hereto

c/o Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York  10179

Dear Sirs:

The Bear Stearns Companies Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed on Schedule I hereto (the “Underwriters”) the principal amount of U.S. $[                 ] [            ] Global Notes due 20[  ] of the Company identified in Schedule II attached hereto (the “Securities”).

Unless otherwise specified in Schedule II, the Securities are to be issued under an Indenture, [dated as of May 31, 1991, as supplemented by the First Supplemental Indenture, dated as of January 29, 1998] and as further amended or supplemented from time to time (the “Indenture”), between the Company and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), as Trustee (the “Trustee”). The Securities are more fully described in the Final Prospectus referred to below and in Schedule II attached hereto.

1.Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters and their affiliates as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (b) hereof.

(a)The Company has filed an automatic shelf registration statement, as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), including a base prospectus, with the Securities and Exchange Commission (the “Commission”) for the registration of the Securities, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “Regulations”), Registration Statement No. 333-[•] on Form S 3, not earlier than three years prior to the date hereof. Such registration statement became, and any post-effective amendment thereto will become, effective upon its filing with the Commission. The Company may have used one or more Preliminary Final Prospectuses, each of which, if any, has previously been

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furnished to you. The offering of the Securities is a Delayed Offering and, accordingly, it is not necessary that any further information with respect to the Securities and the offering thereof required by the 1933 Act and the Regulations thereunder to be included in the Final Prospectus be included in an amendment to such registration statement prior to the Effective Date. The Company will file with the Commission pursuant to Rules 415 and 424(b)(2), (3) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Securities and the offering thereof and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein.

(b)The terms which follow, when used in this Agreement, shall have the meanings indicated. The term the “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Basic Prospectus” shall mean the base prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including any Preliminary Final Prospectus. “Preliminary Final Prospectus” shall mean any preliminary prospectus supplement (including any information appendixed thereto) to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus. “Final Prospectus” shall mean any and all prospectus supplements relating to the Securities (including any information appendixed thereto) that are filed pursuant to Rule 424(b) after the Execution Time, together (unless the context otherwise requires) with the Basic Prospectus; the Final Prospectus will substantially comprise the listing particulars required in connection with the application for listing of the Securities on the Official List of the UK Listing Authority (the “London Stock Exchange”) pursuant to the Financial Services and Markets Act 2000 (the “FSMA”), with such amendments as the London Stock Exchange may require. “Registration Statement” shall mean the registration statement referred to in paragraph (a) above, including all exhibits, documents and financial statements incorporated by reference, as amended at the Execution Time and, in the event any post-effective amendment thereto becomes effective prior to the Closing Time (as such term is hereinafter defined), shall also mean such registration statement as so amended. “Rule 415,” “Rule 424” and “Regulation S-K” refer to such Regulations under the 1933 Act. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the effective date of the Registration Statement, or the issue date of the Basic Prospectus, any Preliminary Final Prospectus, or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities and any document under the 1934 Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus, or the Final Prospectus, as the

2

case may be, deemed to be incorporated therein by reference. The “Disclosure Package” shall mean (i) the Basic Prospectus and any Preliminary Final Prospectus, (ii) each “issuer free writing prospectus” (as defined in Rule 433 under the 1933 Act (“Rule 433”)) relating to the Securities (an “Issuer Free Writing Prospectus”), if any, and (iii) the Permitted Issuer Information (as defined in paragraph (e)(i) below) contained in any “free writing prospectus” (as defined in Rule 405 under the 1933 Act (“Rule 405”)) (a “Free Writing Prospectus”) with respect to which an Underwriter has obtained the Company’s prior written consent pursuant to paragraph 3(o) below. A “Delayed Offering” shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered.

(c)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and any amendment or supplement thereto; and the Company is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the operations, business or properties of the Company and its subsidiaries considered as one enterprise (any such material adverse effect being hereinafter referred to as a “Material Adverse Effect”).

(d)The Company has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder and under the Indenture and to issue, sell and deliver the Securities. This Agreement has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Indenture has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Indenture has been duly qualified under the Trust Indenture Act.

(e)(i)On the Effective Date, and at all times subsequent thereto to and including the Closing Time, and during such longer period as a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) may be required to be delivered in connection with sales by the Underwriters or a dealer, and during such longer period until any post effective amendment to the Registration Statement shall become effective, the Registration Statement (including any post-effective amendment) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Final Prospectus and including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) will contain all statements which are required to be stated therein in accordance with the 1933 Act, the 1934 Act, the Trust Indenture Act, and the Regulations, will conform in all material respects with the requirements of the 1933 Act, the 1934 Act, the Trust Indenture Act, and the Regulations, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were

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made not misleading, and no event will have occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Final Prospectus which has not then been set forth in such an amendment or supplement; and the Basic Prospectus and each Preliminary Final Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each Issuer Free Writing Prospectus (including, without limitation, any “road show” that constitutes a “free writing prospectus” under Rule 433) does not and will not conflict with the information in the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus, conformed or will conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission on the date of first use, and, when considered together with the Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The “issuer information” (as defined in Rule 433) included in each Free Writing Prospectus used or referred to by any Underwriter with the prior written consent of the Company (“Permitted Issuer Information”), when considered together with the Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made in this subsection (i), however, with respect to any information contained in or omitted from (i) the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use in the Registration Statement or such Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, as set forth in Section 6(b), (ii) information other than Permitted Issuer Information contained in any other Free Writing Prospectus included in the Disclosure Package, and (iii) the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except statements or omissions in such Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein.

(ii)Without limiting the foregoing, on the date hereof, and at all times subsequent thereto to and including the Closing Time, and during such longer period as a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) may be required to be delivered in connection with sales by the Underwriters or a dealer, and during such longer period until any post effective amendment to the Registration Statement (comprising listing particulars or supplementary listing particulars) shall become effective, the Final Prospectus (together with the Basic Prospectus) and all Issuer Free Writing Prospectuses contain all material information with respect to the Company and its subsidiaries and the Securities (including all information which, according to the particular nature of the Company and its subsidiaries and the Securities, is necessary to enable investors and their professional advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and its subsidiaries and of the rights attaching to the Securities), the statements of intention, opinion, belief or expectation contained therein are honestly and reasonably made or held and such documents (once approved by the relevant stock exchanges as listing particulars) will contain all the information required by section 80 of the FSMA and

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otherwise comply with the listing rules made by the London Stock Exchange under the FSMA (the “Listing Rules”).

(f)Neither the Commission nor the “blue sky” or securities authority of any jurisdiction (whether in the United States, the United Kingdom or elsewhere) has issued an order or administrative proceeding (a “Stop Order”) suspending (or the effect of which is to suspend or otherwise limit) the effectiveness of the Registration Statement, preventing, suspending or otherwise limiting the use of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, suspending the registration or qualification of the Securities or suspending the qualification of the Indenture, nor has any of such authorities instituted or, to the knowledge of the Company, threatened to institute any proceedings with respect to a Stop Order in any jurisdiction (whether in the United States, the United Kingdom or elsewhere) in which the Securities are to be sold, nor, with respect to accuracy at the Closing Time, has there been any Stop Order issued or proceedings with respect to a Stop Order instituted or, to the knowledge of the Company, threatened on or after the effective date of the Registration Statement in any jurisdiction.

(g)The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus and any amendment or supplement thereto (the “Incorporated Documents”), at the time they were or hereafter are filed with the Commission (or to the extent amended at the time of filing of such amendment with the Commission), complied, or when so filed will comply, in all material respects with the requirements of the 1933 Act, the 1934 Act or the Trust Indenture Act, as applicable, and the rules and regulations thereunder and on the Effective Date and through and including the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(h)Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(i)Except for Bear, Stearns & Co. Inc. (“Bear Stearns”), Bear, Stearns Securities Corp. (“BSSC”) and Bear, Stearns International Limited (“BSIL”), no subsidiary of the Company is a “significant subsidiary” as defined in Rule 405 of Regulation C of the Regulations. Each of Bear Stearns, BSSC and BSIL has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and any amendment or

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supplement thereto and is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect; and all of the issued and outstanding capital stock of Bear Stearns, BSSC and BSIL has been duly authorized and validly issued and is fully paid and nonassessable and was not issued in violation of or subject to pre-emptive rights, and, except for directors’ qualifying shares and shares of preferred stock of BSSC owned by third party broker-dealers, is owned directly or indirectly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or other defect of title whatsoever.

(j)The Securities have been duly authorized (or will have been so authorized prior to each issuance of Securities) and when the Securities have been executed and authenticated in the manner set forth in the Indenture and are issued and delivered against payment therefor as provided in this Agreement, such Securities will have been duly executed, authenticated (assuming due authentication by the Trustee), issued and delivered, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, and will be enforceable as to the Company in accordance with their terms. The Indenture substantially complies with the 1933 Act, the Trust Indenture Act and the Regulations, and the Indenture and the Securities conform and will conform to the descriptions thereof contained in the Disclosure Package and the Final Prospectus.

(k)The execution, delivery and performance of this Agreement, the performance of the Indenture, the issuance, authentication, and sale of the Securities and the consummation by the Company of the transactions contemplated hereby and thereby do not, as of the date hereof, and will not, as of the Closing Time,  (A) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) or require consent under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the terms of any contract, agreement, indenture, mortgage, loan agreement, note, lease or other instrument, franchise, license or permit to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets may be bound or subject and that is material to the Company and its subsidiaries considered as one enterprise, or (B) violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, or any law, judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body or any arbitrator having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, is required for the execution, delivery and performance of this Agreement, or the performance of the Indenture and the consummation of the transactions contemplated hereby and thereby, including the issuance, authentication, sale and delivery of the Securities, except for (1) such as may be required under state and foreign securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriters and (2) such as have been made or obtained or will be made or obtained before the Closing Time under the 1933 Act and the Trust Indenture Act.

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(l)There are no holders of securities of the Company or any subsidiary who, pursuant to any agreement, understanding or otherwise, have any right to have securities of the Company or any subsidiary registered under the 1933 Act in connection with the offering contemplated by the Final Prospectus.

(m)[                      ], the accountants who certified the financial statements included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K which is included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus and audited the Company’s internal control over financial reporting and management’s assessment thereof, were independent public accountants at the time such statements were certified and during the periods covered by such statements as required by the 1933 Act and the Regulations.

(n)The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, and any amendment or supplement thereto, present fairly the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the consolidated results of their operations for the periods specified; and said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (except to the extent that certain footnote disclosures regarding any stub period may have been omitted in accordance with the 1934 Act and the Regulations thereunder) applied on a consistent basis.

(o)Except as may be set forth or incorporated by reference in the Disclosure Package or the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body or arbitrator, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company, Bear Stearns, BSSC or BSIL which is required to be disclosed in the Registration Statement, the Disclosure Package or the Final Prospectus or would have a Material Adverse Effect or would otherwise be expected to materially and adversely affect the consummation of the transactions contemplated hereby or by the Indenture; and there are no contracts or documents of the Company, Bear Stearns, BSSC or BSIL which are required to be filed as exhibits to, disclosed in or summarized in the Registration Statement, the Disclosure Package or the Final Prospectus by the 1933 Act, the Regulations, the FSMA or the Listing Rules, which have not been (or which will not be, as the case may be) so filed, disclosed or summarized.

(p)The Company, Bear Stearns, BSSC and BSIL possess such certificates, authorities or permits issued by the appropriate state, federal or national regulatory agencies or bodies in the United States, the United Kingdom and elsewhere necessary to conduct the business now operated by them, except where the failure to obtain such certificates, authorities or permits, individually or in the aggregate, would not have a Material Adverse Effect. None of the Company, Bear Stearns, BSSC or BSIL has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

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(q)The Securities have been rated “investment grade” by at least one nationally recognized rating agency.

(r)The Company was not at the time of the initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Securities, is not on the date hereof and will not be at the Closing Time, an “ineligible issuer” (as defined in Rule 405). The Company has not made any offer relating to the Securities or distributed any offering materials in connection with the offering of the Securities other than the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, and any Issuer Free Writing Prospectus listed on Schedule VI hereto to which Bear Stearns had previously consented in writing.

(s)At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act.

(t)(A) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Final Prospectus as amended or supplemented, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; and (B) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

2.Purchase, Sale and Delivery of the Securities. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Company, at the purchase price set forth in Schedule II attached hereto, the principal amount of Securities set forth opposite such Underwriters’ respective names in Schedule I hereto; provided, however, that the Company shall have no obligation to sell any of the Underwriters’ Securities unless the Underwriters purchase all of the Underwriters’ Securities. Securities to be purchased by the Underwriters are herein sometimes called the “Underwriters’ Securities.”

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Except as otherwise provided in this Section 2, payment of the purchase price for, and delivery of, the Underwriters’ Securities to be purchased by the Underwriters as set forth on Schedule I attached hereto shall be made at the offices of Bear Stearns or at such other place in the New York City metropolitan area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, on the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), or such other time and date as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer of same day funds payable to the account of the Company specified by it against delivery to you of the Underwriters’ Securities to be purchased by the Underwriters. Such Securities shall be represented by one or more global certificates (in the form provided in the Indenture) which will be deposited with a custodian for, and registered in the name of Cede & Co. (“Cede”) as nominee of, The Depository Trust Company; beneficial interests in such global certificates will be shown on the records maintained by The Depository Trust Company for the accounts of its participants, including the U.S. depositaries of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme.

3.Covenants of the Company. The Company covenants and agrees with the several Underwriters and their affiliates as follows:

(a)The Company will notify you immediately, and confirm such notice in writing, (i) when any amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Final Prospectus or any Issuer Free Writing Prospectus or for any additional information, (iii) of the issuance by the Commission of a Stop Order suspending (or the effect of which is to suspend or otherwise limit) the effectiveness of the Registration Statement (including any post-effective amendment thereto) or the use of the Final Prospectus or any Issuer Free Writing Prospectus or of the initiation, or the threatening, of any proceedings therefor, (iv) of the receipt of any comments from the Commission and (v) of the receipt by the Company of any notification with respect to the suspension or limitation of the qualification of the Securities for sale in any jurisdiction (whether in the United States, the United Kingdom or elsewhere) or the initiation, or threatening, of any proceeding for that purpose. If the Commission or other authority shall propose or enter a Stop Order at any time, the Company will make every reasonable effort to prevent the issuance of any such Stop Order and, if issued, to obtain the withdrawal of such Stop Order as soon as possible. The Company will not file any amendment to the Registration Statement or any supplement (including the Final Prospectus, any Preliminary Final Prospectus or any Issuer Free Writing Prospectus) to the Basic Prospectus before or after the Effective Date unless the Company has furnished you with a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object.

(b)During the time when a prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered hereunder or under the 1933 Act, the Company will comply with all requirements imposed upon it by the 1933 Act and the Trust Indenture Act, as now existing and as hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealing in, the Securities in accordance with the provisions thereof and the Final

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Prospectus. If during such time any event shall have occurred as a result of which, in the judgment of the Company, you or your counsel, the Final Prospectus or the Disclosure Package as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus or the Disclosure Package or Registration Statement to comply with the 1933 Act, the Trust Indenture Act or the Regulations, or if there shall occur any material change affecting any of the representations and warranties in Section 1, the Company will notify you promptly and prepare and file with the Commission, the London Stock Exchange and all other applicable bodies an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission and will deliver to the several Underwriters, without charge, such number of copies thereof as may be reasonably requested by the Underwriters; provided that the Company will promptly notify you if such judgment has been reached by it.

(c)(i)The Company shall make an application for the Securities to be listed on the London Stock Exchange. In connection with such application, the Company shall use its best efforts to obtain such listing as promptly as practicable and the Company shall furnish any and all documents, instruments, information and undertakings that may be necessary or advisable in order to obtain or maintain the listing.

(ii)The Company confirms it will use its best efforts to ensure that the Final Prospectus together with any required supplemental document will be approved by the London Stock Exchange as listing particulars and shall ensure that such documents are delivered to the Registrar of Companies in England and Wales for registration following approval by the London Stock Exchange.

(iii)Without limiting the provisions of (b) above, if after the preparation of the documents referred to in (ii) above for submission to the London Stock Exchange and before the commencement of dealings in the Securities following their admission to the Official List:

(A)there is a significant change affecting any matter contained therein whose inclusion was required by section 80 of the FSMA or by the Listing Rules or by the London Stock Exchange; or

(B)a significant new matter arises the inclusion of information in respect of which would have been so required if it had arisen when such documents were prepared;

the Company shall give to the Global Coordinator (as defined in Schedule I hereto), on behalf of the Underwriters, full information about the change or matter and shall publish such supplementary listing particulars (in a form approved by the Global Coordinator) as may be required by the London Stock Exchange, and shall otherwise comply with sections 81 and 83 of the FSMA and the Listing Rules in that regard.

(iv)If the Securities cease to be listed or are not listed on the London Stock Exchange, the Company shall use its best efforts promptly to list the Securities on

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another stock exchange to be agreed between the Company and the Global Coordinator on behalf of the Underwriters; provided, however, if the draft EU Transparency Obligations Directive (the “Directive”) is implemented in a manner the Company believes, in good faith, to be unduly burdensome, it shall be under no obligation to maintain the listing of the Securities on the London Stock Exchange or any other exchange. The Company shall promptly notify you if any such determination has been made by it.

(d)The Company will promptly deliver to you a copy of the Registration Statement, including exhibits and all amendments thereto, and the Company will promptly deliver without charge to you such number of copies of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, all Issuer Free Writing Prospectuses, the Registration Statement, and all amendments of and supplements to such documents (including any listing particulars and supplementary listing particulars), if any, as may be reasonably requested by the Underwriters.

(e)The Company will endeavor in good faith, in cooperation with you to timely qualify the Securities for offering and sale under the securities and other applicable laws of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take action which would subject it to general service of process in any jurisdiction where it is not now so subject or to conduct its business in a manner in which it is not currently so conducting its business.

(f)The Company will make generally available (within the meaning of Section 11(a) of the 1933 Act and Rule 158 of the Regulations) to its security holders and to you as soon as practicable an earnings statement which need not be audited but which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations.

(g)The Company will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required in connection with the offering or sale of the Securities.

(h)During the period of one year after the date hereof, the Company will furnish to you (i) as soon as publicly available, a copy of each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, annual report to stockholders and definitive proxy statement of the Company filed with the Commission under the 1934 Act or mailed to stockholders and (ii) from time to time, such other information concerning the Company as you may reasonably request.

(i)The Company will apply the proceeds from the sale of the Securities as set forth under the caption “Use of Proceeds” in the Final Prospectus.

(j)Prior to the Closing Time, the Company shall furnish to you, as soon as they have been prepared, copies of any unaudited interim consolidated financial

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statements of the Company and its subsidiaries, for any periods subsequent to the periods covered by the financial statements appearing or incorporated by reference in the Registration Statement and the Final Prospectus.

(k)The Company will comply with all provisions of all undertakings contained in the Registration Statement.

(l)The Company consents to the use of the Final Prospectus and the Disclosure Package or any amendment or supplement thereto by you and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for such period of time thereafter as the Final Prospectus is required by law to be delivered in connection therewith.

(m)The Company shall maintain, in accordance with the rules and regulations of the Commission, all Issuer Free Writing Prospectuses not required to be filed pursuant to the rules and regulations of the Commission. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus would, in the judgment of Bear Stearns or the Company, conflict with the information in the Registration Statement, the Disclosure Package or the Final Prospectus as then amended or supplemented or would, in the judgment of Bear Stearns or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading, or if to comply with the 1933 Act, the 1934 Act or the rules and regulations of the Commission, it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify Bear Stearns promptly and prepare, subject to Section 3(b) hereof, an Issuer Free Writing Prospectus or other document (in form and substance satisfactory to Bear Stearns) which will correct such statement, omission or conflict or effect such compliance.

(n)The Company will not, without the prior written consent of Bear Stearns, make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus.

(o)Each Underwriter severally covenants and agrees with the Company that such Underwriter will not use or refer to any Free Writing Prospectus without the prior written consent of the Company where the use or reference to such Free Writing Prospectus might require the filing of any “issuer information” (as defined in Rule 433) with the Commission.

(p)The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act.

(q)The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

4.Payment of Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby

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covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following:  (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the 1933 Act, the listing of the Securities on the London Stock Exchange and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all costs and expenses related to the issuance, authentication, transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon; (iii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky and legal investment memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws or the securities or other applicable laws of any other country as provided in Section 3(e) hereof, including the fees and disbursements of counsel for the Underwriters (including, where necessary, local counsel) in connection with such qualification and in connection with the Blue Sky and legal investment memoranda; (v) any fees charged by securities rating agencies for rating the Securities, if the Securities are so rated; (vi) any filing fees incidental to any required reviews by the National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; (vii) the costs and expenses of any qualified independent underwriter which may be required by the rules and regulations of the NASD; (viii) all costs and expenses incidental to listing the Securities on the New York Stock Exchange, Inc. (“NYSE”) or other U.S. national securities exchange (if applicable), the London Stock Exchange or any other securities exchange; (ix) the cost of preparing certificates for the Securities and the costs and charges of The Depository Trust Company and its nominee for acting as depository for the Securities and otherwise effecting any book entry ownership system for the Securities (including the costs and charges of Euroclear and Cedelbank); (x) the costs and charges of the Trustee, any transfer agent, calculation agent, registrar, paying agent or disbursing agent; (xi) advertising and travel costs and expenses incurred in connection with any roadshows; and (xii) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section and in Sections 6 and 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on the resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

If this Agreement is entered into and the purchase of Securities by the Underwriters pursuant to this Agreement is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

5.Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Securities, as provided herein, shall be subject to the

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continuing accuracy of the representations and warranties of the Company, herein contained, as of the date hereof and at the Closing Time, to the absence from any certificates, opinions, written statements or letters furnished to you pursuant to this Section 5 or to [                                         ] (collectively, “Underwriters’ Counsel”) pursuant to this Section 5 of any misstatement or omission, to the performance by the Company of its obligations hereunder in all material respects and to the following additional conditions:

(a)If filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b).

(b)At the Closing Time (i) no Stop Order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or other applicable law, and no proceeding under the 1933 Act or the 1934 Act therefor shall have been initiated or threatened by the Commission, or, with respect to the filing of any Form 8-A under the 1934 Act, by any U.S. national securities exchange; no stop order suspending or preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with or such requests shall have been otherwise satisfied; (ii) the rating assigned by any U.S. nationally recognized securities rating agency to any debt securities, preferred stock or other obligations of the Company as of the date of this Agreement shall not have been lowered since the execution of this Agreement and no such agency shall have publicly announced since the execution of this Agreement that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities or preferred stock of the Company; and (iii) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there shall not have been any material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, the effect of which is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Final Prospectus.

(c)The Company will promptly make application for the Securities to be admitted to the Official List of the London Stock Exchange.

(d)At the Closing Time, you shall have received the opinion of Cadwalader, Wickersham & Taft LLP, counsel for the Company, dated the date of delivery, substantially in the form set forth in Schedule III hereto, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

(e)At the Closing Time, you shall have received the opinion of [                                  ], Counsel of the Company, or another counsel reasonably acceptable to Underwriters’ Counsel, dated the date of delivery, substantially in the form set forth in Schedule IV hereto, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

14

(f)At the Closing Time, you shall have received a certificate of the Chief Financial Officer, the Controller or Chairman of the Board of the Company, dated the date of delivery, to the effect that the conditions set forth in subsections (a) and (b) of this Section 5 have been satisfied, that as of the date hereof and at the date of delivery, the representations and warranties of the Company set forth in Section 1 hereof are accurate, and that at the date of delivery, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed in all material respects.

(g)At each of the Execution Time and the Closing Time, you shall have received a letter (which may be an update or “bringdown” letter) from [                     ], independent public accountants for the Company and its subsidiaries, dated the date of delivery,  substantially in content and substance as set forth in Schedule V hereto, addressed to the Underwriters and in form and scope reasonably satisfactory to you.

(h)The Underwriters shall have received from Underwriters’ Counsel opinions, dated the Closing Time, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Final Prospectus, and any amendments or supplements to the Registration Statement, the Disclosure Package or Final Prospectus and such other related matters, as you may reasonably require, and the Company shall have furnished to Underwriters’ Counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(i)All proceedings taken in connection with the sale of the Securities as contemplated herein shall be satisfactory in form and scope to you and to Underwriters’ Counsel, and prior to the Closing Time, the Company shall have furnished to you such further information, certificates and documents as you may reasonably request.

(j)The NASD, upon review of the terms of the public offering of the Securities, shall have no objections to the fairness of the underwriting terms and arrangements of the offering.

(k)The resolutions required by Section 3.1 of the Indenture relating to the Securities shall have been adopted by the Board of Directors of the Company or an authorized committee thereof.

If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to you or to Underwriters’ Counsel pursuant to this Section 5 shall not be in all material respects reasonably satisfactory in form and scope to you and to Underwriters’ Counsel, all your obligations hereunder may be cancelled by you at, or at any time prior to, the Closing Time. Notice of such cancellation shall be given to the Company in writing, or by telephone, telex or telecopy, confirmed in writing.

6.Indemnification.

(a)The Company agrees to indemnify and hold harmless each Underwriter, their affiliates (if any) and each person, if any, who controls any Underwriter

15

within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which you or any such person may become subject under the 1933 Act, the 1934 Act, the FSMA or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement (other than that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except for statements or omissions in such Registration Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein) or any amendment thereto, (B) any related Basic Prospectus, Preliminary Final Prospectus, or Final Prospectus or in any amendment or supplement thereto, (C) any Issuer Free Writing Prospectus or any amendment or supplement thereto or (D) any Permitted Issuer Information, (ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any related Preliminary Final Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus or any Permitted Issuer Information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) arise out of or are based upon any breach or alleged breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement; provided, however, that the Company will not be liable to any Underwriter or any person so controlling such Underwriter in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through you expressly for use therein, such written information being as set forth in the penultimate sentence of subsection (b) below or (y) any failure of such Underwriter to deliver the Final Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the 1933 Act) to a purchaser of Securities as required by applicable law. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement and shall extend, upon the same terms and conditions, to each person, who controls any Underwriter within the meaning of the 1933 Act.

(b)Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all out-of-pocket expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), to which they or any of them may become subject under the 1933 Act, the 1934 Act, the FSMA or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement or any amendment thereto, (B) any related Basic Prospectus, Preliminary Final Prospectus or the Final Prospectus, or in any amendment or supplement thereto or (C) any Issuer Free Writing Prospectus or any amendment

16

or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any related Basic Prospectus, Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through you expressly for use therein. For all purposes of this Agreement, the identification of the name of, and the principal amount of Securities to be purchased by, each of the Underwriters, the amounts of the selling concession and reallowance, and the stabilization language set forth under the heading “Underwriting” in the Final Prospectus constitute the only information furnished in writing by or on behalf of any Underwriter expressly for inclusion in any Basic Prospectus or Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the Registration Statement (as from time to time amended or supplemented), or any amendment or supplement thereto. This indemnity will be in addition to any liability which any Underwriter may otherwise have, including under this Agreement; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discounts and commissions received by such Underwriter.

(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties, it being understood, however, that the indemnifying party shall not, in connection with any one such claim, action or proceeding or separate but substantially similar or related claims, actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (together with appropriate local counsel) at any time for the indemnified party or parties, which firm shall be designated in writing by the indemnified party or parties, unless such indemnified

17

party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the other indemnified party or parties (in which case the indemnifying party shall be liable for the fees and expenses of only one additional separate firm (together with appropriate local counsel) for such indemnified party or parties at any time)), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this Section 6 to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

7.Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 6 hereof is for any reason held to be unavailable from the Company or is insufficient to hold harmless a party indemnified thereunder, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and out-of-pocket expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company, any contribution received by the Company from persons, other than the Underwriters, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, officers of the Company who signed the Registration Statement and directors of the Company) to which the Company and one or more of the Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or, if such allocation is not permitted by applicable law or indemnification is not available as a result of the indemnifying party not having received notice as provided in Section 6 hereof, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and commissions received by the Underwriters, respectively, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 7, (i) in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount applicable to the Securities purchased by such Underwriter hereunder, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to

18

contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act shall have the same rights to contribution as such Underwriter, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of the preceding sentence of this Section 7. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

8.Default by an Underwriter, Selling Restrictions and other Underwriter Undertakings.

(a)If any Underwriter or Underwriters shall default at the Closing Time, in its or their obligation to purchase Securities hereunder and if the principal amount of Securities with respect to which such default relates does not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate [  ]% of the principal amount of Securities which all Underwriters have agreed to purchase hereunder, then such principal amount of Securities to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

(b)If such default relates to more than [  ]% of the principal amount of Securities, you may in your discretion arrange for yourself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase such principal amount of Securities to which such default relates on the terms contained herein. If within five calendar days after such a default you do not arrange for the purchase of such principal amount of Securities to which such default relates as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4, 6 and 7 hereof) or the several Underwriters with respect thereto, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other several Underwriters and the Company for damages occasioned by its or their default hereunder.

(c)If the principal amount of Securities to which the default relates is to be purchased by the non-defaulting Underwriters, or is to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, any Issuer Free Writing Prospectus or the Final Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement, any Issuer Free Writing

19

Prospectus or the Final Prospectus which, in the opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Securities and the term “Business Day” as used in this Agreement shall mean a day on which commercial banks and foreign exchange markets settle payments in New York and London.

(d)(i)Each Underwriter represents and agrees that:

(I)it has not offered or sold and will not offer or sell any Securities to persons in the United Kingdom prior to the earlier of (1) the expiry of the period of six months from the payment date and (2) the admission of such Securities to listing in accordance with Part VI of the FSMA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the FSMA;

(II)it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

(III)it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

(ii)No action (except in connection with the application for approval of the Final Prospectus and the Basic Prospectus together with any requisite supplementary document as a prospectus by the London Stock Exchange and (when appropriate) delivery of copies thereof to the Financial Services Authority in England and Wales) has been (or will be) taken in any jurisdiction by the Company or any of the Underwriters that would, or is intended to, permit a public offer of the Securities or possession or distribution of the Final Prospectus or the Basic Prospectus in any country or jurisdiction (except the United States) where, or in any circumstances in which, any such action for that purpose is required. Accordingly, each Underwriter undertakes that it will not, directly or indirectly, offer or sell any Securities or distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will to the best of its knowledge and belief, result in compliance with any applicable securities laws and regulations and all offers and sales of Securities by the Underwriter will be made on the same terms.

(iii)Without prejudice to the generality of subsection (ii) above, each Underwriter agrees that it will obtain any consent, approval or permission which is, to the best of its knowledge and belief, required for the offer, purchase, sale or delivery by it of Securities under the laws and regulations in force in any jurisdiction to which it is subject or in

20

which it makes such offers, purchases, sales or deliveries and it will, to the best of its knowledge and belief, comply with all such laws and regulations.

9.Survival of Representations and Agreements. All representations, warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement, including the representations and warranties contained in Section 1, the agreements contained in Section 4, the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Securities to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 7, 9 and 13 hereof shall survive the termination of this Agreement including pursuant to Section 10 hereof.

10.Termination.

(a)You shall have the right to terminate this Agreement at any time prior to the Closing Time if, after the date hereof: (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the securities markets in the United States or the United Kingdom; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the NYSE, the American Stock Exchange, in the over-the-counter market or on the London Stock Exchange shall have occurred; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities or the Bank of England; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or the United Kingdom or on the United States or the United Kingdom is such as to make it, in the judgment of the Underwriters, impracticable to market the Securities; (v) any restriction materially adversely affecting the distribution of the Securities which was not in effect on the date hereof shall have become effective; or (vi) there shall have been such change in the market for the securities of the Company or securities in general or in national or international political, financial or economic conditions or currency exchanges rates or exchange controls as in your judgment makes it inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Final Prospectus.

(b)Any notice of termination pursuant to this Section 10 shall be by telephone, telex, or telecopy, confirmed in writing by letter.

11.Stabilization. If the Global Coordinator, on behalf of the Underwriters, in connection with the distribution of the Securities or in order to facilitate the offering of the Securities offers Securities in excess of the aggregate principal amount to be issued or effects transactions with a view to stabilizing, maintaining or otherwise affecting the market price of the Securities at levels higher than that which otherwise prevail in the open market, it shall not in doing so be deemed to act as an agent of the Company. The Company will not as a result of any action taken by the Global Coordinator, on behalf of the Underwriters, under this Section be obliged to issue Securities in excess of the aggregate amount of Securities to be issued under this

21

Agreement, nor shall the Company be liable for any loss, or entitled to any profit, arising from any excess offers or stabilization.

12.Notice. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and, if sent to you, shall be mailed, delivered, or telexed or telecopied and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, NY 10179, Attention:  Corporate Finance Department; and, if sent to the Company, shall be mailed, delivered, or telexed or telecopied and confirmed in writing to the Company, 383 Madison Avenue, New York, NY 10179, Attention:  Chief Financial Officer.

13.Parties. This Agreement shall inure solely to the benefit of, and shall be binding upon, the several Underwriters, the Company and the controlling persons, directors, officers, employees and agents referred to in Sections 6 and 7, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities from any of the Underwriters. Notwithstanding anything contained in this Agreement to the contrary, all of the obligations of the Underwriters hereunder are several and not joint.

14.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.Construction. This Agreement, in respect of which time shall be of the essence, shall be construed in accordance with the laws of the State of New York without regard to principles of conflict of law.

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If the foregoing correctly sets forth the understanding between you and the Company please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

		Very truly yours,
		THE BEAR STEARNS COMPANIES INC.
		By:
			Name:
			Title:
Accepted as of the date first
above written.
BEAR, STEARNS & CO. INC.
BEAR, STEARNS INTERNATIONAL LIMITED
[                                  ]
[                                  ]
[                                  ]
[                                  ]
[                                  ]
[                                  ]
[                                  ]
[                                  ]
[                                  ]
[                                  ]
[                                  ]
By: BEAR, STEARNS & CO. INC.
By:
	Name:
	Title:

23

SCHEDULE I

	Principal Amount
	of Securities
Underwriters	to be Purchased
Bear, Stearns & Co. Inc. (the “Global Coordinator”)	$	[                 ]
Bear, Stearns International Limited (the “International Coordinator”)	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
[                        ]	$	[                 ]
Total	$	[                  ]

I-1

SCHEDULE II

Registration Statement:No.                             

Securities:

Title, Purchase Price and Description of Securities:

Title:  Global Notes due 20[  ]

Principal Amount:  U.S. $[                  ]

Interest Rate:  [                        ]

Date of Maturity:  [          ], 20[  ]

Form of Securities:  Registered

Purchase Price:  [        ] of principal amount

Public Offering Price:  [        ] of principal amount

Sinking Fund Provisions:  [           ]

Redemption Provisions:  Not redeemable except if certain events involving U.S. taxation occur

Other Provisions:  As described in the Final Prospectus

Closing Date, Time and Location:

Date:[                 ], 20[  ]

Time:[                 ]

Location:[                                                ]

[      ] [      ] [      ]

[      ] [      ] [      ]

Whether Securities to be represented by separate certificates rather than a global certificate:  GLOBAL

Restrictions on Resale by Underwriter:  NONE

II-1

SCHEDULE III

1.Each of the Company, Bear, Stearns & Co. Inc. (“Bear Stearns”) and Bear, Stearns Securities Corp. (“BSSC”) is a corporation validly existing and in good standing under the laws of the State of Delaware, and Bear, Stearns International Limited (“BSIL”) is a corporation duly incorporated in Great Britain and registered in England and Wales, and each has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Final Prospectus. Each of the Company, Bear Stearns and BSSC is duly qualified to transact business and is in good standing as a foreign corporation in the State of New York and BSIL is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which such qualification is required, whether by reason of ownership or leasing of property or conduct of business, except where failure to so qualify would not have a Material Adverse Effect. The opinion in the previous sentence, as to the good standing of the Company, Bear Stearns and BSSC, is based solely on good standing certificates from the Secretary of State of New York, through the date hereof, and no opinion is given as to the payment of New York franchise taxes. All of the outstanding shares of capital stock of Bear Stearns is owned of record and, to our knowledge, beneficially by the Company and all of the outstanding voting capital stock of BSSC is owned of record and, to our knowledge, beneficially by Bear Stearns; and all of the outstanding shares of capital stock of BSIL is owned of record and, to our knowledge, beneficially by Bear Stearns Holdings Limited and Bear Stearns UK Holdings Limited, a wholly-owned subsidiary of the Company (“BSUK”), in each case free and clear, to our knowledge, of any lien, security interest or other encumbrance.

2.The execution, delivery and performance by the Company of the Indenture and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Indenture has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.The Company has all requisite corporate power to authorize, create and issue the Securities, and the Securities, when duly executed by the Company, authenticated by the Trustee pursuant to the terms of the Indenture, and sold and delivered by the Company pursuant to the Underwriting Agreement, will be duly authorized and legally issued and will constitute binding obligations of the Company entitled to the benefits of the Indenture in accordance with the terms of such Securities, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The statements in the Final Prospectus under the captions “Description of Debt Securities” and “Description of the Notes”

III-1

insofar as they purport to summarize certain provisions of documents specifically referred to therein, are accurate summaries in all material respects of such provisions.

4.The Company has all requisite corporate power and authority to execute and deliver the Underwriting Agreement and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Underwriting Agreement and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Underwriting Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties thereto), constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except to the extent that rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto.

5.The execution of the Underwriting Agreement, the delivery of the Underwriting Agreement and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof (a) do not result in a violation of any provision of the Certificate of Incorporation or By-Laws of the Company or any New York, Delaware corporate or federal law or regulation applicable to the Company (other than United States federal and state securities laws, as to which we express no opinion in this sentence), and (b) do not breach or result in a violation of, or default under any material document, agreement or other instrument of which we are aware to which the Company is a party of by which it is bound. No consent, approval, license, authorization or validation of, or filing, recordation or registration with any New York, Delaware corporate or federal governmental authority is required in connection with the execution and delivery by the Company of the Underwriting Agreement and the Indenture, or the consummation by the Company of the transactions contemplated thereby except for those that (i) may be required by Rule 424(b) promulgated under the 1933 Act, (ii) may be required under federal and state securities or blue sky laws, as to which we express no opinion, or (iii) have been made or obtained under the 1933 Act and the Trust Indenture Act.

6.The Registration Statement, as of its effective date, the Final Prospectus, as of its issue date and as of the date hereof, and the Disclosure Package, as of the Execution Time and as of the date hereof, complied and comply as to form in all material respects with the requirements of the 1933 Act and the Trust Indenture Act and the rules and regulations thereunder (except that no opinion is expressed herein with respect to the financial statements and notes thereto, the financial statement schedules and the other financial, statistical and accounting data included or incorporated by reference therein or that should have been included therein).

7.To our knowledge, the Registration Statement became effective upon filing under the 1933 Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been initiated or threatened by the Commission. Any required filing of the Basic Prospectus, any Preliminary

III-2

Final Prospectus, the Final Prospectus, and any Issuer Free Writing Prospectus and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b).

8.To our knowledge, based upon telephonic confirmation from the Commission, the Indenture has been qualified under the Trust Indenture Act.

9.The statements made in the Final Prospectus, under the caption, “Certain US Federal Income Tax Considerations” insofar as such statements purport to summarize certain federal income tax laws of the United States or legal conclusions with respect thereto, constitute a fair summary of the principal U.S. federal tax consequences of the purchase, ownership and disposition of the Securities. This opinion is based upon current law, which is subject to change, possibly with retroactive effect, and we assume no obligation to update or supplement this letter to reflect any facts, circumstances, laws, rules or regulations, or any changes thereto, or any court or other authority or body decisions or governmental or regulatory authority determinations which may hereafter occur or come to our attention. Further, there can be no assurance that the Internal Revenue Service will not take a contrary position.

We have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information contained in the Registration Statement, the Disclosure Package or the Final Prospectus, and we do not pass upon or assume any responsibility therefor. However, in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus, we have attended certain conferences and participated in the conversations with representatives of the Company, representatives of the Underwriters and representatives of [                                           ], counsel for the Underwriters, and representatives of the Company’s independent public accountants. On the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to in this opinion letter, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus which causes us to believe that, (i) as of the effective date of the Registration Statement, the Registration Statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of its date or as of the date hereof, the Final Prospectus (including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package, as of the Execution Time or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact that required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that we express no view as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included or incorporated by reference in the Registration Statement or the Final Prospectus.

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SCHEDULE IV

To the best of my knowledge, there are no legal or governmental proceedings pending or threatened that are required to be disclosed in the Registration Statement, other than those disclosed therein, and there is no pending legal or governmental proceeding to which the Company or any subsidiary of the Company is a party or of which any of their property is the subject that is not described in the Registration Statement, including ordinary routine litigation incidental to the business, which, if adversely decided, will have a material adverse effect upon the operations, business or assets of the Company and its subsidiaries considered as one enterprise.

The execution of the Underwriting Agreement, the delivery of the Underwriting Agreement and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof do not breach or result in a violation of, or default under, (i) any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound, or (ii) any judgment, decree or order known to us which is applicable to the Company and pursuant to any applicable laws is issued by any New York, Delaware corporate or federal governmental court or governmental authority having jurisdiction over the Company or its properties.

IV-1

SCHEDULE V

1.We are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable rules and regulations adopted by the Securities Exchange Commission (“SEC”).

2.In our opinion, the consolidated financial statements and financial statement schedules audited by us and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Securities Exchange Act of 1934 (the “1934 Act”) and the related rules and regulations adopted by the SEC.

3.We have not audited any financial statements of the Company as of any date or for any period subsequent to                             ,                 ; although we have conducted an audit for the years ended                              ,                  and                 , the purpose (and therefore the scope) of such audits was to enable us to express our opinion on the consolidated financial statements as of                              ,                  and                 , and for the years ended, but not on the consolidated financial statements for any interim period within such years. Therefore, we are unable to and do not express any opinion on the unaudited consolidated statement of financial condition as of                 ,                 , and                  and the unaudited consolidated statements of income and cash flows for the three-month periods ended                  and                 , the three-month periods and six-month periods ended                  and                 , and the three-month periods and the nine-month periods ended                  and                  included in the Company’s quarterly report on Form 10-Q for the quarters ended                 ,                 , as amended, and                 , filed with the Securities and Exchange Commission (the “Commission”) and incorporated by reference in the Registration Statement; or on the financial position, results of operations, or cash flows as of any other date or for period subsequent to                 .

4.For the purpose of this letter, we have read the minutes of the meetings and consents of the stockholders, the Board of Directors of the Company, Bear, Stearns & Co., Inc. and Bear, Stearns Securities Corp., as well as the minutes of the meetings of the Executive Committee of the Board of Directors of the Company for the period from                  through                 , as set forth in the minutes books at                 . We have also read the draft minutes of the                  meetings of the Executive Committee of the Board of Directors of Bear, Stearns & Co., Inc. and the Executive Committee of the Board of Directors of the Company. Officials of the Company have advised us that the minutes of all such meetings through                 , except for the draft minutes noted above, were set forth therein; we have carried out other procedures to                  as follows:

(a)With respect to the three-month periods ended                  and                  and the three-month periods and the six-month periods ended                  and                  and the three-month periods and the nine-month periods ended                  and                 , we have:

V-1

(i)Performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAG No. 71, Interim Financial Information, on the unaudited consolidated statement of financial condition as of                 ,                  and                  and the unaudited consolidated statements of income and cash flows for the three-month periods ended                  and                 , and the three-month periods and the six-month periods ended                  and                 , and the three-month periods and the nine-month periods ended                  and                  included in the Company’s quarterly report on Form 10-Q for the quarters ended                 ,                  as amended, and                 , incorporated by reference in the Registration Statement.

(ii)Inquired of certain officials of the Company who have responsibility for financial and accounting matters whether the unaudited consolidated financial statements referred to in (a)(i) comply as to form in all material respects with the applicable accounting requirements of the 1934 Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC and are stated on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference in the Registration Statement.

(b)With respect to the period from                  to                 , we have:

(i)Read the unaudited consolidated statement of financial condition of the Company and its subsidiaries as of                  and                  and the unaudited consolidated statement of income of the Company and its subsidiaries for the period ended                                 ,                 , furnished to us by the Company. Officials of the Company have advised us that no unaudited consolidated statement of financial condition for any period subsequent to                  or unaudited consolidated statement of income for any period subsequent to                                 ,                  was available.

(ii)Inquired of certain officials of the Company who have responsibility for financial and accounting matters whether the unaudited consolidated financial statements referred to in b(i) are stated on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference in the Registration Statement.

The foregoing procedures do not constitute an audit conducted in accordance with generally accepted auditing standards. Also, they would not necessarily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations about the sufficiency of the foregoing procedures for your purposes.

5.Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe that:

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(a)(i)Any material modifications should be made to the unaudited consolidated financial statements described in 4(a)(i), incorporated by reference in the Registration Statement, for them to be in conformity with generally accepted accounting principles.

(ii)The unaudited consolidated financial statements described in 4(a)(i) do not comply as to form in all material respects with the applicable accounting requirements of the 1934 Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC.

(b)(i)For the period                  to                                 ,                 , there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, revenues net of interest expense, or net income, except in all instances for changes, increases, or decreases that the Registration Statement disclosed have occurred or may occur. At                  there was no change in the preferred or common stock (other than the purchases of treasury shares and the issuance of shares out of treasury stock), new issuances of long-term debt directly by the Company or decrease in stockholders’ equity of the Company as compared with the amounts shown in the                  unaudited consolidated statement of financial condition incorporated by reference in the Registration Statement except for new issuances of long-term debt by the Company subsequent to                                 . We have been informed by the Company that there has been an increase in short-term indebtedness subsequent to                  due to additional net bank borrowings, commercial paper, and medium-term notes and other of approximately $                 as of                 .

6.As mentioned in 4(b), Company officials have advised us that no unaudited consolidated statement of financial condition as of any date subsequent to                  and no unaudited consolidated statement of income for any period subsequent to                                 ,                  is available; accordingly, the procedures carried out by us with respect to changes in unaudited consolidated statement of financial condition after               and the unaudited consolidated statement of income after                                 ,                 , have, of necessity, been even more limited than those with respect to the earlier periods referred to in 4. We have inquired of certain officials of the Company who have responsibility for financial and accounting matters whether at                  there was any change in the preferred or common stock (other than purchases of treasury stock and the issuance of shares out of treasury stock), increase in long-term indebtedness or decrease in consolidated stockholders’ equity of the Company as compared with amounts shown on the                  unaudited consolidated statement of financial condition incorporated by reference in the Registration Statement. On the basis of these inquiries and our reading of minutes as described in 4, nothing came to our attention that caused us to believe that there was any such change, increase, or decrease, except in all instances for changes, increases, or decreases that the Registration Statement discloses have occurred or may occur and except as described in 5(b)(i) above and as described in the following sentences. We have been informed by the Company that there has been an increase in short-term

V-3

indebtedness subsequent to                  due to additional net bank borrowings, commercial paper, and medium-term notes and other of approximately $                 due                 . We have been informed by the Company that there has been an increase in long-term indebtedness subsequent to                  due to the issuance of $                                .

7.For the purposes of this letter, we have also read the following, included or incorporated by reference in the Registration Statement on the indicated pages:

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ItemPageDescription

a.o“Selected Financial Data.”  All amounts in the table excluding “Employees.”

b.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  All amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

10-K

c.Exhibit 11, “Statement Re Computation of Per Share Earnings” and Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Quarterly Report on Form 10-Q for the Period Ended [                                 ]

d.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  All amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

e.Exhibit 11, “Statement Re Computation of Per Share Earnings” and Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Quarterly Report on Form 10-Q for the Period Ended [                                 ]

f.oResults of Operations.”  All amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources.”

g.Exhibit 11, “Statement Re Computation of Per Share Earnings” and Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Quarterly Report on Form 10-Q for the Period Ended [                       ]

h.o“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  All amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources.”

i.Exhibit 11, “Statement Re Computation of Per Share Earnings” and Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

Prospectus Supplement dated [                ]

j.o“Summary of the Offering”, Ranking Summary regarding outstanding indebtedness of the Company and its subsidiaries at                        .

k.o“Description of the Notes”, Brief Description of the Notes regarding outstanding indebtedness of the Company and its subsidiaries at                        .

1

l.o“Ratio of Earnings to Fixed Charges.”

m.o“Description of the Notes”, Brief Description of the Notes regarding aggregate principal amount of debt securities issued and outstanding under the Indenture.

n.oCapitalization

o.o“Selected Consolidated Financial Data.”  All amounts in table excluding “Employees.”

p.o“Custodial Trust Company,” regarding CTC assets held at                        .

Prospectus dated [                                 ]

q.o“Ratio of Earnings to Fixed Charges”

8.Our audit of the consolidated financial statements for the periods referred to in the introductory paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. For none of the periods referred to therein, nor for any other period, did we perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions such as those enumerated above, and, accordingly, we express no opinion thereon.

9.However, at your request, we have performed the following additional procedures, which were applied as indicated with respect to the items enumerated in 7 above.

a.With respect to items 7a., 7.b., 7d., 7.f., 7.h., 7.n., and 7.o, we (i) compared the dollar and share amounts to the respective amounts in the Company’s audited consolidated financial statements for the applicable year indicated or to the Company’s unaudited consolidated financial statements for the three-month periods ended                               and                              , and the three and six-month periods ended                               and                              , and the three and nine-month periods ended                               and                              , to the extent such amounts are included in or can be derived from such statements and found them to be in agreement; (ii) compared other dollar and share amounts to amounts shown in the Company’s accounting records or analyses prepared by the Company and found them to be in agreement; (iii) proved the arithmetic accuracy of the percentages based on the data in the above-mentioned financial statements, accounting records, and analyses; and (iv) compared amounts in the analyses prepared by the Company with amounts shown in the Company’s accounting records and found them to be in agreement.

b.With respect to items 7.c., 7e., 7.g., 7i., 7.l. and 7.q, we (i) compared the amounts of Earnings Before Taxes on Income, Net Income and the amounts of Interest Fixed Charge to the respective amounts in the Company’s audited consolidated financial statements for the applicable years indicated or to the Company’s unaudited consolidated financial statements for the three-months periods ended

2

                              and                              , and the three and six-month periods ended                               and                              , and the three and nine-month periods ended                               and                              , incorporated by reference in the Registration Statement, and found them to be in agreement; (ii) proved the arithmetic accuracy of the Interest Factor in Rents Fixed Charge by multiplying rent expense per the Company’s accounting records by one-third; (iii) compared the amount of interest adjusted fixed charge, weighted average common and common equivalent shares outstanding and other dollar amounts to amounts in analyses prepared by the Company and found them to be in agreement (we make no comment regarding the completeness or appropriateness of the Company’s determination of what constitutes interest adjusted fixed charge); (iv) compared the amounts contained in the analyses described in (iii) above to amounts in the Company’s accounting records and found them to be in agreement; and (v) proved the arithmetic accuracy of the ratios and amounts based on the above-mentioned financial statements, accounting records and analyses.

c.With respect to items 7.j and 7.k, we (i) compared the dollar amounts shown to the Company’s accounting records and analyses prepared by the Company and found them to be in agreement; (ii) inquired of the Company’s management as to the unsecured nature of the Company’s outstanding debt. Management has informed us that none of this outstanding debt is secured.

d.With respect to item 7.m and 7.p, we compared the dollar amounts shown to the Company’s accounting records and analyses prepared by the Company and found them to be in agreement.

10.It should be understood that we make no representations regarding questions of legal interpretation or regarding the sufficiency for your purposes of the procedures enumerated in the preceding paragraph; also, such procedures would not necessarily reveal any material misstatement of the amounts or percentages listed above. Further, we have addressed ourselves solely to the foregoing data as included or incorporated by reference in the Registration Statement and make no representations regarding the adequacy of disclosure or regarding whether any material facts have been omitted.

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SCHEDULE VI

Issuer Free Writing Prospectus filed on                              , 20[  ]

4

EX-1.E

Exhibit 1(e)

U.S. $                  

     % GLOBAL NOTES DUE 200   

THE BEAR STEARNS COMPANIES INC.

UNDERWRITING AGREEMENT

                , 2000

U.S. $             

THE BEAR STEARNS COMPANIES INC.

% GLOBAL NOTES DUE 200 

UNDERWRITING AGREEMENT

            , 2000

To the several Underwriters named
in Schedule I hereto
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York  10167

Dear Sirs:

The Bear Stearns Companies Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed on Schedule I hereto (the “Underwriters”) the principal amount of U.S. $                        % Global Notes due 200   of the Company identified in Schedule II attached hereto (the “Securities”).

Unless otherwise specified in Schedule II, the Securities are to be issued under an Indenture, [dated as of May 31, 1991, as supplemented by the First Supplemental Indenture, dated as of January 29, 1998] and as further amended or supplemented from time to time (the “Indenture”), between the Company and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), as Trustee (the “Trustee”). The Securities are more fully described in the Final Prospectus referred to below and in Schedule II attached hereto.

1.Representations And Warranties Of The Company. The Company represents and warrants to, and agrees with, the several Underwriters and their affiliates as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (b) hereof.

(a)The Company has filed an automatic shelf registration statement, as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), including a base prospectus, with the Securities and Exchange Commission (the “Commission”) for the registration of the Securities, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “Regulations”), Registration Statement No. 333-[•] on Form S 3, not earlier than three years prior to the date hereof. Such registration statement became, and any post-effective amendment thereto will become, effective upon its filing with the Commission. The Company may have used one or more Preliminary Final Prospectuses, each of which, if any, has previously been furnished to you. The offering of the Securities is a Delayed Offering and, accordingly, it is not necessary that any further information with respect to the Securities and the offering thereof required by the 1933 Act and the Regulations thereunder to

be included in the Final Prospectus be included in an amendment to such registration statement prior to the Effective Date. The Company will file with the Commission pursuant to Rules 415 and 424(b)(2), (3) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Securities and the offering thereof and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein.

(b)The terms which follow, when used in this Agreement, shall have the meanings indicated. The term the “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Basic Prospectus” shall mean the basic prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including any Preliminary Final Prospectus. “Preliminary Final Prospectus” shall mean any preliminary prospectus supplement (including any information appendixed thereto) to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus. “Final Prospectus” shall mean any and all prospectus supplements relating to the Securities (including any information appendixed thereto) that are filed pursuant to Rule 424(b) after the Execution Time, together (unless the context otherwise requires) with the Basic Prospectus; the Final Prospectus will substantially comprise the listing particulars required in connection with the application for listing of the Securities on the Official List of the UK Listing Authority (the “London Stock Exchange”) pursuant to the Financial Services and Markets Act 2000 (the “FSMA”), with such amendments as the London Stock Exchange may require. “Registration Statement” shall mean the registration statement referred to in paragraph (a) above, including all exhibits, documents and financial statements incorporated by reference, as amended at the Execution Time and, in the event any post-effective amendment thereto becomes effective prior to the Closing Time (as such term is hereinafter defined), shall also mean such registration statement as so amended. “Rule 415,” “Rule 424” and “Regulation S-K” refer to such Regulations under the 1933 Act. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the effective date of the Registration Statement, or the issue date of the Basic Prospectus, any Preliminary Final Prospectus, or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities and any document under the 1934 Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus, or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. The

2

“Disclosure Package” shall mean (i) the Basic Prospectus and any Preliminary Final Prospectus, (ii) each “issuer free writing prospectus” (as defined in Rule 433 under the 1933 Act (“Rule 433”)) relating to the Securities (an “Issuer Free Writing Prospectus”), if any, and (iii) the Permitted Issuer Information (as defined in paragraph (e)(i) below) contained in any “free writing prospectus” (as defined in Rule 405 under the 1933 Act (“Rule 405”)) (a “Free Writing Prospectus”) with respect to which an Underwriter has obtained the Company’s prior written consent pursuant to paragraph 3(o) below. A “Delayed Offering” shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered.

(c)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and any amendment or supplement thereto; and the Company is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the operations, business or properties of the Company and its subsidiaries considered as one enterprise (any such material adverse effect being hereinafter referred to as a “Material Adverse Effect”).

(d)The Company has the corporate power and authority to enter into this underwriting agreement (“this Agreement”), to perform its obligations hereunder and under the Indenture and to issue, sell and deliver the Securities. This Agreement has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Indenture has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Indenture has been duly qualified under the Trust Indenture Act.

(e)(i)  On the Effective Date, and at all times subsequent thereto to and including the Closing Time, and during such longer period as a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) may be required to be delivered in connection with sales by the Underwriters or a dealer, and during such longer period until any post effective amendment to the Registration Statement shall become effective, the Registration Statement (including any post-effective amendment) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Final Prospectus and including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) will contain all statements which are required to be stated therein in accordance with the 1933 Act, the 1934 Act, the Trust Indenture Act, and the Regulations, will conform in all material respects with the requirements of the 1933 Act, the 1934 Act, the Trust Indenture Act, and the Regulations, and will not contain any untrue statement of a material fact or omit to state any

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material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading, and no event will have occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Final Prospectus which has not then been set forth in such an amendment or supplement; and the Basic Prospectus and each Preliminary Final Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. Each Issuer Free Writing Prospectus (including, without limitation, any “road show” that constitutes a “free writing prospectus” under Rule 433) does not and will not conflict with the information in the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus, conformed or will conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission on the date of first use, and, when considered together with the Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The “issuer information” (as defined in Rule 433) included in each Free Writing Prospectus used or referred to by any Underwriter with the prior written consent of the Company (“Permitted Issuer Information”), when considered together with the Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made in this subsection (i), however, with respect to any information contained in or omitted from (i) the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use in the Registration Statement or such Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, as set forth in Section 6(b), (ii) information other than Permitted Issuer Information contained in any other Free Writing Prospectus included in the Disclosure Package, and (iii) the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except statements or omissions in such Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein.

(ii)Without limiting the foregoing, on the date hereof, and at all times subsequent thereto to and including the Closing Time, and during such longer period a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) may be required to be delivered in connection with sales by the Underwriters or a dealer, and during such longer period until any post effective amendment to the Registration Statement (comprising listing particulars or supplementary listing particulars) shall become effective, the Final Prospectus (together with the Basic Prospectus) and all Issuer Free Writing Prospectuses contain all material information with respect to the Company and its subsidiaries and the Securities (including all information which, according to the particular nature of the Company and its subsidiaries and the Securities, is necessary to enable investors and their professional advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and its subsidiaries and of the rights attaching to the Securities), the statements of intention, opinion, belief or expectation contained therein are honestly and

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reasonably made or held and such documents (once approved by the relevant stock exchanges as listing particulars) will contain all the information required by section 80 of the FSMA and otherwise comply with the listing rules made by the London Stock Exchange under the FSMA (the “Listing Rules”).

(f)Neither the Commission nor the “blue sky” or securities authority of any jurisdiction (whether in the United States, the United Kingdom or elsewhere) has issued an order or administrative proceeding (a “Stop Order”) suspending (or the effect of which is to suspend or otherwise limit) the effectiveness of the Registration Statement, preventing, suspending or otherwise limiting the use of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, suspending the registration or qualification of the Securities or suspending the qualification of the Indenture, nor has any of such authorities instituted or, to the knowledge of the Company, threatened to institute any proceedings with respect to a Stop Order in any jurisdiction (whether in the United States, the United Kingdom or elsewhere) in which the Securities are to be sold, nor, with respect to accuracy at the Closing Time, has there been any Stop Order issued or proceedings with respect to a Stop Order instituted or, to the knowledge of the Company, threatened on or after the effective date of the Registration Statement in any jurisdiction.

(g)The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus and any amendment or supplement thereto (the “Incorporated Documents”), at the time they were or hereafter are filed with the Commission (or to the extent amended at the time of filing of such amendment with the Commission), complied, or when so filed will comply, in all material respects with the requirements of the 1933 Act, the 1934 Act or the Trust Indenture Act, as applicable, and the rules and regulations thereunder and on the Effective Date and through and including the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(h)Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(i)Except for Bear, Stearns & Co. Inc. (“Bear Stearns”), Bear, Stearns Securities Corp. (“BSSC”), and Bear, Stearns International Limited (“BSIL”) no subsidiary of the Company is a “significant subsidiary” as defined in Rule 405 of Regulation C of the Regulations. Each of Bear Stearns, BSSC and BSIL has been duly incorporated and

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is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and any amendment or supplement thereto and is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect; and all of the issued and outstanding capital stock of Bear Stearns, BSSC and BSIL has been duly authorized and validly issued and is fully paid and nonassessable and was not issued in violation of or subject to pre-emptive rights, and, except for directors’ qualifying shares and shares of preferred stock of BSSC owned by third party broker-dealers, is owned directly or indirectly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or other defect of title whatsoever.

(j)The Securities have been duly authorized (or will have been so authorized prior to each issuance of Securities) and when the Securities have been executed and authenticated in the manner set forth in the Indenture and are issued and delivered against payment therefor as provided in this Agreement, such Securities will have been duly executed, authenticated (assuming due authentication by the Trustee), issued and delivered, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, and will be enforceable as to the Company in accordance with their terms. The Indenture substantially complies with the 1933 Act, the Trust Indenture Act and the Regulations, and the Indenture and the Securities conform and will conform to the descriptions thereof contained in the Disclosure Package and the Final Prospectus.

(k)The execution, delivery and performance of this Agreement, the performance of the Indenture, the issuance, authentication, and sale of the Securities and the consummation by the Company of the transactions contemplated hereby and thereby do not, as of the date hereof, and will not, as of the Closing Time, (A) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) or require consent under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the terms of any contract, agreement, indenture, mortgage, loan agreement, note, lease or other instrument, franchise, license or permit to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets may be bound or subject and that is material to the Company and its subsidiaries considered as one enterprise, or (B) violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, or any law, judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body or any arbitrator having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, is required for the execution, delivery and performance of this Agreement, or the performance of the Indenture and the consummation of the transactions contemplated hereby and thereby, including the issuance, authentication, sale and delivery of the Securities,

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except for (1) such as may be required under state and foreign securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriters and (2) such as have been made or obtained or will be made or obtained before the Closing Time under the 1933 Act and the Trust Indenture Act.

(l)There are no holders of securities of the Company or any subsidiary who, pursuant to any agreement, understanding or otherwise, have any right to have securities of the Company or any subsidiary registered under the 1933 Act in connection with the offering contemplated by the Final Prospectus.

(m)[                ], the accountants who certified the financial statements included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K which is included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, and audited the Company’s internal control over financial reporting and managements assessment thereof were independent public accountants at the time such statements were certified and during the periods covered by such statements as required by the 1933 Act and the Regulations.

(n)The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, and any amendment or supplement thereto, present fairly the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the consolidated results of their operations for the periods specified; and said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (except to the extent that certain footnote disclosures regarding any stub period may have been omitted in accordance with the 1934 Act and the Regulations thereunder) applied on a consistent basis.

(o)Except as may be set forth or incorporated by reference in the Disclosure Package or the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body or arbitrator, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company, Bear Stearns, BSSC or BSIL which is required to be disclosed in the Registration Statement, the Disclosure Package or the Final Prospectus or would have a Material Adverse Effect or would otherwise be expected to materially and adversely affect the consummation of the transactions contemplated hereby or by the Indenture; and there are no contracts or documents of the Company, Bear Stearns, BSSC or BSIL which are required to be filed as exhibits to, disclosed in or summarized in the Registration Statement, the Disclosure Package or the Final Prospectus by the 1933 Act, the Regulations, the FSMA or the Listing Rules, which have not been (or which will not be, as the case may be) so filed, disclosed or summarized.

(p)The Company, Bear Stearns, BSSC and BSIL possess such certificates, authorities or permits issued by the appropriate state, federal or national regulatory agencies or bodies in the United States, the United Kingdom and elsewhere necessary to conduct the business now operated by them, except where the failure to obtain such certificates, authorities or permits, individually or in the aggregate, would not have a Material Adverse Effect. None of the Company, Bear Stearns, BSSC or BSIL has received any notice

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of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(q)The Securities have been rated “investment grade” by at least one nationally recognized rating agency.

(r)The Company was not at the time of the initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Securities, is not on the date hereof and will not be at the Closing Time, an “ineligible issuer” (as defined in Rule 405). The Company has not made any offer relating to the Securities or distributed any offering materials in connection with the offering of the Securities other than the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, and any Issuer Free Writing Prospectus listed on Schedule VI hereto to which Bear Stearns had previously consented in writing.

(s)At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act.

(t)(A) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Final Prospectus as amended or supplemented, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; and (B) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

(u)The pricing and allocation of the Underwriters’ Securities was conducted through Bear Stearns’ DAISS-SM- system and was conducted in accordance with the rules set forth in Schedule VI attached hereto (the “Auction Rules”). In addition, the Company acknowledges that the Specified Pricing Index (as defined in the Auction Rules) and

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Maximum Clearing Spread (as defined in the Auction Rules) are accurately reflected in the Term Sheet (as defined in the Auction Rules).

2.Purchase, Sale And Delivery Of The Securities. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Company, at the purchase price set forth in Schedule II attached hereto, the principal amount of Securities set forth opposite such Underwriters’ respective names in Schedule I hereto; provided, however, that the Company shall have no obligation to sell any of the Underwriters’ Securities unless the Underwriters purchase all of the Underwriters’ Securities. Securities to be purchased by the Underwriters are herein sometimes called the “Underwriters’ Securities.”

Except as otherwise provided in this Section 2, payment of the purchase price for, and delivery of, the Underwriters’ Securities to be purchased by the Underwriters as set forth on Schedule I attached hereto shall be made at the offices of Bear Stearns or at such other place in the New York City metropolitan area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, on the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), or such other time and date as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer of same day funds payable to the account of the Company specified by it against delivery to you of the Underwriters’ Securities to be purchased by the Underwriters. Such Securities shall be represented by one or more global certificates (in the form provided in the Indenture) which will be deposited with a custodian for, and registered in the name of Cede & Co. (“Cede”) as nominee of, The Depository Trust Company; beneficial interests in such global certificates will be shown on the records maintained by The Depository Trust Company for the accounts of its participants, including the U.S. depositaries of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme.

3.Covenants Of The Company. The Company covenants and agrees with the several Underwriters and their affiliates as follows:

(a)The Company will notify you immediately, and confirm such notice in writing, (i) when any amendment to the Registration Statement (including any amendments thereto) becomes effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Final Prospectus or any Issuer Free Writing Prospectus or for any additional information, (iii) of the issuance by the Commission of a Stop Order suspending (or the effect of which is to suspend or otherwise limit) the effectiveness of the Registration Statement (including any post-effective amendment thereto) or the use of the Final Prospectus or any Issuer Free Writing Prospectus or of the initiation, or the threatening, of any proceedings therefor, (iv) of the receipt of any comments from the Commission and (v) of the receipt by the Company of any notification with respect to the suspension or limitation of the qualification of the Securities for sale in any jurisdiction (whether in the United States, the United Kingdom or elsewhere) or the initiation, or threatening, of any proceeding for that purpose. If the Commission or other authority shall propose or enter a Stop Order at any time, the Company will make every reasonable effort to

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prevent the issuance of any such Stop Order and, if issued, to obtain the withdrawal of such Stop Order as soon as possible. The Company will not file any amendment to the Registration Statement or any supplement (including the Final Prospectus, any Preliminary Final Prospectus or any Issuer Free Writing Prospectus) to the Basic Prospectus before or after the Effective Date unless the Company has furnished you with a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object.

(b)During the time when a prospectus relating to the Securities or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered hereunder or under the 1933 Act or the Regulations, the Company will comply with all requirements imposed upon it by the 1933 Act and the Trust Indenture Act, as now existing and as hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealing in, the Securities in accordance with the provisions thereof and the Final Prospectus. If during such time any event shall have occurred as a result of which, in the judgment of the Company, you or your counsel, the Final Prospectus or the Disclosure Package as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus or the Disclosure Package or Registration Statement to comply with the 1933 Act, the Trust Indenture Act or the Regulations, or if there shall occur any material change affecting any of the representations and warranties in Section 1, the Company will notify you promptly and prepare and file with the Commission, the London Stock Exchange and all other applicable bodies an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission and will deliver to the several Underwriters, without charge, such number of copies thereof as may be reasonably requested by the Underwriters; provided that the Company will promptly notify you if such judgment has been reached by it.

(c)(i)  The Company shall make an application for the Securities to be listed on the London Stock Exchange. In connection with such application, the Company shall use its best efforts to obtain such listing as promptly as practicable and the Company shall furnish any and all documents, instruments, information and undertakings that may be necessary or advisable in order to obtain or maintain the listing.

(ii)The Company confirms it will use its best efforts to ensure that the Final Prospectus together with any required supplemental document will be approved by the London Stock Exchange as listing particulars and shall ensure that such documents are delivered to the Registrar of Companies in England and Wales for registration following approval by the London Stock Exchange.

(iii)Without limiting the provisions of (b) above, if after the preparation of the documents referred to in (ii) above for submission to the London Stock Exchange and before the commencement of dealings in the Securities following their admission to the Official List:

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(A)there is a significant change affecting any matter contained therein whose inclusion was required by section 80 of the FSMA or by the Listing Rules or by the London Stock Exchange; or

(B)a significant new matter arises the inclusion of information in respect of which would have been so required if it had arisen when such documents were prepared; the Company shall give to the Global Coordinator (as defined in Schedule I hereto), on behalf of the Underwriters, full information about the change or matter and shall publish such supplementary listing particulars (in a form approved by the Global Coordinator) as may be required by the London Stock Exchange, and shall otherwise comply with sections 147 and 149 of the FSA and the Listing Rules in that regard.

(iv)If the Securities cease to be listed or are not listed on the London Stock Exchange, the Company shall use its best efforts promptly to list the Securities on another stock exchange to be agreed between the Company and the Global Coordinator on behalf of the Underwriters; provided, however, if the draft EU Transparency Obligations Directive (the “Directive”) is implemented in a manner the Company believes, in good faith, to be unduly burdensome, it shall be under no obligation to maintain the listing of the Securities on the London Stock Exchange or any other exchange. The Company shall promptly notify you if any such determination has been made by it.

(d)The Company will promptly deliver to you a copy of the Registration Statement, including exhibits and all amendments thereto, and the Company will promptly deliver without charge to you such number of copies of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Registration Statement, and all amendments of and supplements to such documents (including any listing particulars and supplementary listing particulars), if any, as may be reasonably requested by the Underwriters.

(e)The Company will endeavor in good faith, in cooperation with you to timely qualify the Securities for offering and sale under the securities and other applicable laws of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take action which would subject it to general service of process in any jurisdiction where it is not now so subject or to conduct its business in a manner in which it is not currently so conducting its business.

(f)The Company will make generally available (within the meaning of Section 11(a) of the 1933 Act and Rule 158 of the Regulations) to its security holders and to you as soon as practicable an earnings statement which need not be audited but which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations.

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(g)The Company will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required in connection with the offering or sale of the Securities.

(h)During the period of one year after the date hereof, the Company will furnish to you (i) as soon as publicly available, a copy of each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, annual report to stockholders and definitive proxy statement of the Company filed with the Commission under the 1934 Act or mailed to stockholders and (ii) from time to time, such other information concerning the Company as you may reasonably request.

(i)The Company will apply the proceeds from the sale of the Securities as set forth under the caption “Use of Proceeds” in the Final Prospectus.

(j)Prior to the Closing Time, the Company shall furnish to you, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries, for any periods subsequent to the periods covered by the financial statements appearing or incorporated by reference in the Registration Statement and the Final Prospectus.

(k)The Company will comply with all provisions of all undertakings contained in the Registration Statement.

(l)The Company consents to the use of the Final Prospectus and the Disclosure Package or any amendment or supplement thereto by you and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for such period of time thereafter as the Final Prospectus is required by law to be delivered in connection therewith.

(m)The Company shall maintain, in accordance with the rules and regulations of the Commission, all Issuer Free Writing Prospectuses not required to be filed pursuant to the rules and regulations of the Commission. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus would, in the judgment of Bear Stearns or the Company, conflict with the information in the Registration Statement, the Disclosure Package or the Final Prospectus as then amended or supplemented or would, in the judgment of Bear Stearns or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading, or if to comply with the 1933 Act, the 1934 Act or the rules and regulations of the Commission, it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify Bear Stearns promptly and prepare, subject to Section 3(b) hereof, an Issuer Free Writing Prospectus or other document (in form and substance satisfactory to Bear Stearns) which will correct such statement, omission or conflict or effect such compliance.

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(n)The Company will not, without the prior written consent of Bear Stearns, make any offer relating to the  Securities that would constitute an Issuer Free Writing Prospectus.

(o)Each Underwriter severally covenants and agrees with the Company that such Underwriter will not use or refer to any Free Writing Prospectus without the prior written consent of the Company where the use or reference to such Free Writing Prospectus might require the filing of any “issuer information” (as defined in Rule 433) with the Commission.

(p)The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act.

(q)The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

4.Payment Of Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the 1933 Act, the listing of the Securities on the London Stock Exchange and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus , any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all costs and expenses related to the issuance, authentication, transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon; (iii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky and legal investment memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws or the securities or other applicable laws of any other country as provided in Section 3(e) hereof, including the fees and disbursements of counsel for the Underwriters (including, where necessary, local counsel) in connection with such qualification and in connection with the Blue Sky and legal investment memoranda; (v) any fees charged by securities rating agencies for rating the Securities, if the Securities are so rated; (vi) any filing fees incidental to any required reviews by the National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; (vii) the costs and expenses of any qualified independent underwriter which may be required by the rules and regulations of the NASD; (viii) all costs and expenses incidental to listing the Securities on the New York Stock Exchange, Inc. (“NYSE”) or other U.S. national securities exchange (if applicable), the London Stock Exchange or any other securities exchange; (ix) the cost of preparing certificates for the Securities and the costs and charges of The Depository Trust Company and its nominee for acting as depository for the Securities and otherwise effecting any book entry ownership system for the Securities (including the costs and charges of Euroclear and Cedelbank); (x) the costs and charges of the Trustee, any transfer agent, calculation agent,

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registrar, paying agent or disbursing agent; (xi) advertising and travel costs and expenses incurred in connection with any roadshows; and (xii) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section and in Sections 6 and 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on the resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

If this Agreement is entered into and the purchase of Securities by the Underwriters pursuant to this Agreement is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

5.Conditions Of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Securities, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company, herein contained, as of the date hereof and at the Closing Time, to the absence from any certificates, opinions, written statements or letters furnished to you pursuant to this Section 5 or to Kramer Levin Naftalis & Frankel LLP and Weil, Gotshal & Manges (collectively, “Underwriters’ Counsel”) pursuant to this Section 5 of any misstatement or omission, to the performance by the Company of its obligations hereunder in all material respects and to the following additional conditions:

(a)If filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b).

(b)At the Closing Time (i) no Stop Order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or other applicable law, and no proceeding under the 1933 Act or the 1934 Act therefor shall have been initiated or threatened by the Commission, or, with respect to the filing of any Form 8-A under the 1934 Act, by any U.S. national securities exchange; no stop order suspending or preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with or such requests shall have been otherwise satisfied; (ii) the rating assigned by any U.S. nationally recognized securities rating agency to any debt securities, preferred stock or other obligations of the Company as of the date of this Agreement shall not have been lowered since the execution of this Agreement and no such agency shall have publicly announced since the execution of this Agreement that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities or preferred stock of the Company; and (iii) since the respective dates as of which information is given in the Registration Statement,

14

the Disclosure Package and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there shall not have been any material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, the effect of which is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Final Prospectus.

(c)The Company will promptly make application for the Securities to be admitted to the Official List of the London Stock Exchange.

(d)At the Closing Time, you shall have received the opinion of Cadwalader, Wickersham & Taft LLP, counsel for the Company, dated the date of delivery, substantially in the form set forth in Schedule III hereto, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

(e)At the Closing Time, you shall have received the opinion of [                                  ], Counsel of the Company, or another counsel reasonably acceptable to Underwriters’ Counsel, dated the date of delivery, substantially in the form set forth in Schedule IV hereto, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

(f)At the Closing Time, you shall have received a certificate of the Chief Financial Officer, the Controller or Chairman of the Board of the Company, dated the date of delivery, to the effect that the conditions set forth in subsections (a) and (b) of this Section 5 have been satisfied, that as of the date hereof and at the date of delivery, the representations and warranties of the Company set forth in Section 1 hereof are accurate, and that at the date of delivery, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed in all material respects.

(g)At each of the Execution Time and the Closing Time, you shall have received a letter (which may be an update or “bringdown” letter) from [                     ], independent public accountants for the Company and its subsidiaries, dated the date of delivery, substantially in content and substance as set forth in Schedule V hereto, addressed to the Underwriters and in form and scope reasonably satisfactory to you.

(h)The Underwriters shall have received from Underwriters’ Counsel opinions, dated the Closing Time, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Final Prospectus, and any amendments or supplements to the Registration Statement, the Disclosure Package or Final Prospectus and such other related matters, as you may reasonably require, and the Company shall have furnished to Underwriters’ Counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(i)All proceedings taken in connection with the sale of the Securities as contemplated herein shall be satisfactory in form and scope to you and to

15

Underwriters’ Counsel, and prior to the Closing Time, the Company shall have furnished to you such further information, certificates and documents as you may reasonably request.

(j)The NASD, upon review of the terms of the public offering of the Securities, shall have no objections to the fairness of the underwriting terms and arrangements of the offering.

(k)The resolutions required by Section 3.1 of the Indenture relating to the Securities shall have been adopted by the Board of Directors of the Company or an authorized committee thereof.

If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to you or to Underwriters’ Counsel pursuant to this Section 5 shall not be in all material respects reasonably satisfactory in form and scope to you and to Underwriters’ Counsel, all your obligations hereunder may be cancelled by you at, or at any time prior to, the Closing Time. Notice of such cancellation shall be given to the Company in writing, or by telephone, telex or telecopy, confirmed in writing.

6.Indemnification.

(a)The Company agrees to indemnify and hold harmless each Underwriter, their affiliates (if any) and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which you or any such person may become subject under the 1933 Act, the 1934 Act, the FSMA or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement (other than that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except for statements or omissions in such Registration Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein) or any amendment thereto, (B) any related Basic Prospectus, Preliminary Final Prospectus, or Final Prospectus or in any amendment or supplement thereto, (C) any Issuer Free Writing Prospectus or any amendment or supplement thereto or (D) any Permitted Issuer Information, (ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any related Preliminary Final Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus or any Permitted Issuer Information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) arise out of or are based upon any breach or alleged breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement; provided, however, that the Company will not be liable to any Underwriter or any person so controlling such Underwriter in any such case to the extent, but only to the

16

extent, that any such loss, liability, claim, damage or expense arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through you expressly for use therein, such written information being as set forth in the penultimate sentence of subsection (b) below or (y) any failure of such Underwriter to deliver the Final Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the 1933 Act) to a purchaser of Securities as required by applicable law. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement.

(b)Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all out-of-pocket expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), to which they or any of them may become subject under the 1933 Act, the 1934 Act, the FSMA or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement or any amendment thereto, (B) any related Basic Prospectus, Preliminary Final Prospectus or the Final Prospectus, or in any amendment or supplement thereto or (C) any Issuer Free Writing Prospectus or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any related Basic Prospectus, Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through you expressly for use therein. For all purposes of this Agreement, the identification of the name of, and the principal amount of Securities to be purchased by, each of the Underwriters, the amounts of the selling concession and reallowance, and the stabilization language set forth under the heading “Underwriting” in the Final Prospectus constitute the only information furnished in writing by or on behalf of any Underwriter expressly for inclusion in any Basic Prospectus or Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the Registration Statement (as from time to time amended or supplemented), or any amendment or supplement thereto. This indemnity will be in addition to any liability which any Underwriter may otherwise have, including under this Agreement; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discounts and commissions received by such Underwriter.

(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified

17

party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties, it being understood, however, that the indemnifying party shall not, in connection with any one such claim, action or proceeding or separate but substantially similar or related claims, actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (together with appropriate local counsel) at any time for the indemnified party or parties, which firm shall be designated in writing by the indemnified party or parties, unless such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the other indemnified party or parties (in which case the indemnifying party shall be liable for the fees and expenses of only one additional separate firm (together with appropriate local counsel) for such indemnified party or parties at any time)), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this Section 6 to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

7.Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 6 hereof is for any reason held to be unavailable from the Company or is insufficient to hold harmless a party indemnified thereunder, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and out-of-pocket expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company, any contribution received by the Company from persons, other than the Underwriters, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, officers of the Company

18

who signed the Registration Statement and directors of the Company) to which the Company and one or more of the Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or, if such allocation is not permitted by applicable law or indemnification is not available as a result of the indemnifying party not having received notice as provided in Section 6 hereof, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and commissions received by the Underwriters, respectively, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 7, (i) in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount applicable to the Securities purchased by such Underwriter hereunder, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act shall have the same rights to contribution as such Underwriter, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of the preceding sentence of this Section 7. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

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8.Default By An Underwriter, Selling Restrictions And Other Underwriter Undertakings.

(a)If any Underwriter or Underwriters shall default at the Closing Time, in its or their obligation to purchase Securities hereunder and if the principal amount of Securities with respect to which such default relates does not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate [            ] of the principal amount of Securities which all Underwriters have agreed to purchase hereunder, then such principal amount of Securities to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

(b)If such default relates to more than [       ] of the principal amount of Securities, you may in your discretion arrange for yourself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase such principal amount of Securities to which such default relates on the terms contained herein. If within five calendar days after such a default you do not arrange for the purchase of such principal amount of Securities to which such default relates as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4, 6 and 7 hereof) or the several Underwriters with respect thereto, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other several Underwriters and the Company for damages occasioned by its or their default hereunder.

(c)If the principal amount of Securities to which the default relates is to be purchased by the non-defaulting Underwriters, or is to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, any Issuer Free Writing Prospectus or the Final Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Final Prospectus which, in the opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Securities and the term “Business Day” as used in this Agreement shall mean a day on which commercial banks and foreign exchange markets settle payments in New York and London.

(d)(i)  Each Underwriter represents and agrees that:

(I)it has not offered or sold and will not offer or sell any Securities to persons in the United Kingdom prior to the earlier of the expiry of the period of six months from the payment date and the admission of the Securities to listing in accordance with Part VI of the FSMA, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the FSMA;

20

(II)it has complied and will comply with all applicable provisions of the FSA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and

(III)it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Securities, other than any document which consists of or any part of listing particulars, supplementary listing particulars or any other document required or permitted to be published by the Listing Rules, to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom the document may otherwise lawfully be issued or passed on.

(ii)No action (except in connection with the application for approval of the Final Prospectus and the Basic Prospectus together with any requisite supplementary document as listing particulars by the London Stock Exchange and (when appropriate) delivery of copies thereof to the Registrar of Companies in England and Wales) has been (or will be) taken in any jurisdiction by the Company or any of the Underwriters that would, or is intended to, permit a public offer of the Securities or possession or distribution of the Final Prospectus or the Basic Prospectus in any country or jurisdiction (except the United States) where, or in any circumstances in which, any such action for that purpose is required. Accordingly, each Underwriter undertakes that it will not, directly or indirectly, offer or sell any Securities or distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will to the best of its knowledge and belief, result in compliance with any applicable securities laws and regulations and all offers and sales of Securities by the Underwriter will be made on the same terms.

(iii)Without prejudice to the generality of subsection (ii) above, each Underwriter agrees that it will obtain any consent, approval or permission which is, to the best of its knowledge and belief, required for the offer, purchase, sale or delivery by it of Securities under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such offers, purchases, sales or deliveries and it will, to the best of its knowledge and belief, comply with all such laws and regulations.

9.Survival Of Representations And Agreements. All representations, warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement, including the representations and warranties contained in Section 1, the agreements contained in Section 4, the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Securities to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 7, 9 and 13 hereof shall survive the termination of this Agreement including pursuant to Section 10 hereof.

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10.Termination.

(a)You shall have the right to terminate this Agreement at any time prior to the Closing Time if, after the date hereof: (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the securities markets in the United States or the United Kingdom; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the NYSE, the American Stock Exchange, in the over-the-counter market or on the London Stock Exchange shall have occurred; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities or the Bank of England; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or the United Kingdom or on the United States or the United Kingdom is such as to make it, in the judgment of the Underwriters, impracticable to market the Securities; (v) any restriction materially adversely affecting the distribution of the Securities which was not in effect on the date hereof shall have become effective; or (vi) there shall have been such change in the market for the securities of the Company or securities in general or in national or international political, financial or economic conditions or currency exchanges rates or exchange controls as in your judgment makes it inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Final Prospectus.

(b)Any notice of termination pursuant to this Section 10 shall be by telephone, telex, or telecopy, confirmed in writing by letter.

11.Stabilization. If the Global Coordinator, on behalf of the Underwriters, in connection with the distribution of the Securities or in order to facilitate the offering of the Securities offers Securities in excess of the aggregate principal amount to be issued or effects transactions with a view to stabilizing, maintaining or otherwise affecting the market price of the Securities at levels other than those which otherwise prevail in the open market, it shall not in doing so be deemed to act as an agent of the Company. The Company will not as a result of any action taken by the Global Coordinator, on behalf of the Underwriters, under this Section be obliged to issue Securities in excess of the aggregate amount of Securities to be issued under this Agreement, nor shall the Company be liable for any loss, or entitled to any profit, arising from any excess offers or stabilization.

12.Notice. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and, if sent to you, shall be mailed, delivered, or telexed or telecopied and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, NY 10179, Attention: Corporate Finance Department; and, if sent to the Company, shall be mailed, delivered, or telexed or telecopied and confirmed in writing to the Company, 383 Madison Avenue, New York, NY 10179, Attention: Chief Financial Officer.

13.Parties. This Agreement shall inure solely to the benefit of, and shall be binding upon, the several Underwriters, the Company and the controlling persons, directors, officers, employees and agents referred to in Sections 6 and 7, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as

22

such, of Securities from any of the Underwriters. Notwithstanding anything contained in this Agreement to the contrary, all of the obligations of the Underwriters hereunder are several and not joint.

14.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.Construction. This Agreement, in respect of which time shall be of the essence, shall be construed in accordance with the laws of the State of New York without regard to principles of conflict of law. If the foregoing correctly sets forth the understanding between you and the Company please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

	Very truly yours,
	THE BEAR STEARNS COMPANIES INC.
	By:
Accepted as of the date first
above written.
BEAR, STEARNS & CO. INC.
BEAR, STEARNS INTERNATIONAL LIMITED
By: BEAR, STEARNS & CO. INC.
By:

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SCHEDULE I

Underwriter	Principal Amount Of Securities Underwriters To Be Purchased
Bear, Stearns & Co., Inc.
Bear, Stearns & Co. Inc. (the “Global Coordinator”)	$
Bear, Stearns International Limited
Total	$

I-1

SCHEDULE II

Registration Statement:No. 333-

SECURITIES:

Title, Purchase Price and Description of Securities:

Title:       % Global Notes Due 200  

Principal Amount:U.S. $                    

Interest Rate:            % Payable semi-annually, commencing                        

Date of Maturity:                         

Form of Securities:Registered

Purchase Price:                    % of principal amount

Public Offering Price:                    % of principal amount

Sinking Fund Provisions:NONE

Redemption Provisions:Not redeemable except if certain events involving U.S. taxation occur

Other Provisions:As described in the Final Prospectus Closing Date, Time and Location:

Date:                    , 200[    ]

Time:10:00 A.M.

Location:[                       ]

Whether Securities to be represented by separate certificates rather than a global certificate:       GLOBAL

Restrictions on Resale by Underwriter:  NONE

II-1

SCHEDULE III

1.Each of the Company, Bear, Stearns & Co. Inc. (“Bear Stearns”) and Bear, Stearns Securities Corp. (“BSSC”) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of Bear Stearns International Limited (“BSIL”) is a corporation duly incorporated in Great Britain and registered in England and Wales, and each has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Final Prospectus. Each of the Company, Bear Stearns and BSSC is duly qualified to transact business and is in good standing as a foreign corporation in the State of New York and each of BSIL and BSHL is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which such qualification is required, whether by reason of ownership or leasing of property or conduct of business, except where failure to so qualify would not have a Material Adverse Effect. The opinion in the previous sentence, as to the good standing of the Company, Bear Stearns and BSSC, is based solely on good standing certificates from the Secretary of State of New York, through the date hereof, and no opinion is given as to the payment of New York franchise taxes. All of the outstanding shares of capital stock of Bear Stearns is owned of record and, to our knowledge, beneficially by the Company and all of the outstanding voting capital stock of BSSC is owned of record and, to our knowledge, beneficially by Bear Stearns and all of the outstanding shares of capital stock of BSIL is owned of record and, to our knowledge, beneficially by Bear Stearns Holdings Limited and Bear Stearns UK Holdings Limited, a wholly-owned subsidiary of the Company (“BSUK”), in each case free and clear, to our knowledge, of any lien, security interest or other encumbrance.

2.The execution, delivery and performance by the Company of the Indenture and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Indenture has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.The Company has all requisite corporate power to authorize, create and issue the Securities, and the Securities, when duly executed by the Company, authenticated by the Trustee pursuant to the terms of the Indenture, and sold and delivered by the Company pursuant to the Underwriting Agreement, will be duly authorized and legally issued and will constitute binding obligations of the Company entitled to the benefits of the Indenture in accordance with the terms of such Securities, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good

III-1

faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The statements in the Final Prospectus under the captions “Description of Debt Securities” and “Description of the Notes” insofar as they purport to summarize certain provisions of documents specifically referred to therein, are accurate summaries in all material respects of such provisions.

4.The Company has all requisite corporate power and authority to execute and deliver the Underwriting Agreement and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Underwriting Agreement and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Underwriting Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties thereto), constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except to the extent that rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto.

5.The execution of the Underwriting Agreement, the delivery of the Underwriting Agreement and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof (a) do not result in a violation of any provision of the Certificate of Incorporation or By-Laws of the Company or any New York, Delaware corporate or federal law or regulation applicable to the Company (other than United States federal and state securities laws, as to which we express no opinion in this sentence), and (b) do not breach or result in a violation of, or default under any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound. No consent, approval, license, authorization or validation of, or filing, recordation or registration with any New York, Delaware corporate or federal governmental authority is required in connection with the execution and delivery by the Company of the Underwriting Agreement and the Indenture, or the consummation by the Company of the transactions contemplated thereby except for those that (i) may be required by Rule 424(b) promulgated under the 1933 Act, (ii) may be required under federal and state securities or blue sky laws, as to which we express no opinion, or (iii) have been made or obtained under the 1933 Act and the Trust Indenture Act.

6.The Registration Statement, as of its effective date, and the Final Prospectus, as of its issue date and as of the date hereof, and the Disclosure Package, as of the Execution Time and as of the date hereof, complied and comply as to form in all material respects with the requirements of the 1933 Act and the Trust Indenture Act and the rules and regulations thereunder (except that no opinion is expressed herein with respect to the financial statements and notes thereto, the financial statement schedules and the other financial, statistical and accounting data included or incorporated by reference therein or that should have been included therein).

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7.To our knowledge, the Registration Statement became effective upon filing under the 1933 Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been initiated or threatened by the Commission. Any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any Issuer Free Writing Prospectus and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b).

8.To our knowledge, based upon telephonic confirmation from the Commission, the Indenture has been qualified under the Trust Indenture Act.

9.The statements made in the Final Prospectus, under the caption, “Certain U.S. Federal Income Tax Considerations” insofar as such statements purport to summarize certain federal income tax laws of the United States or legal conclusions with respect thereto, constitute a fair summary of the principal U.S. federal tax consequences of the purchase, ownership and disposition of the Securities. This opinion is based upon current law, which is subject to change, possibly with retroactive effect, and we assume no obligation to update or supplement this letter to reflect any facts, circumstances, laws, rules or regulations, or any changes thereto, or any court or other authority or body decisions or governmental or regulatory authority determinations which may hereafter occur or come to our attention. Further, there can be no assurance that the Internal Revenue Service will not take a contrary position.

We have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information contained in the Registration Statement, the Disclosure Package or the Final Prospectus, and we do not pass upon or assume any responsibility therefor. However, in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus, we have attended certain conferences and participated in the conversations with representatives of the Company, representatives of the Underwriters and representatives of [                                             ], counsel for the Underwriters, and representatives of the Company’s independent public accountants. On the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to in this opinion letter, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus which causes us to believe that, as of the effective date of the Registration Statement, the Registration Statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that as of its date or as of the date hereof, the Final Prospectus (including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package, as of the Execution Time or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact that required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that we express

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no view as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included or incorporated by reference in the Registration Statement or the Final Prospectus.

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SCHEDULE IV

To the best of my knowledge, there are no legal or governmental proceedings pending or threatened that are required to be disclosed in the Registration Statement, other than those disclosed therein, and there is no pending legal or governmental proceeding to which the Company or any subsidiary of the Company is a party or of which any of their property is the subject that is not described in the Registration Statement, including ordinary routine litigation incidental to the business, which, if adversely decided, will have a material adverse effect upon the operations, business or assets of the Company and its subsidiaries considered as one enterprise.

The execution of the Underwriting Agreement, the delivery of the Underwriting Agreement and the Indenture, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof do not breach or result in a violation of, or default under, (i) any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound, or (ii) any judgment, decree or order known to us which is applicable to the Company and pursuant to any applicable laws is issued by any New York, Delaware corporate or federal governmental court or governmental authority having jurisdiction over the Company or its properties.

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SCHEDULE V

1.We are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable rules and regulations adopted by the Securities Exchange Commission (“SEC”).

2.In our opinion, the consolidated financial statements and financial statement schedules audited by us and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Securities Exchange Act of 1934 (the “1934 Act”) and the related rules and regulations adopted by the SEC.

3.We have not audited any financial statements of the Company as of any date or for any period subsequent to                 ; although we have conducted an audit for the years ended                  and                 , the purpose (and therefore the scope) of such audits was to enable us to express our opinion on the consolidated financial statements as of                  and                 , and for the years ended, but not on the consolidated financial statements for any interim period within such years. Therefore, we are unable to and do not express any opinion on the unaudited consolidated statement of financial condition as of                 ,                 , and                  and the unaudited consolidated statements of income and cash flows for the three-month periods ended                  and                 , the three-month periods and six-month periods ended                  and                 , and the three-month periods and the nine-month periods ended                  and                  included in the Company’s quarterly report on Form 10-Q for the quarters ended                 ,                 , as amended, and                 , filed with the Securities and Exchange Commission (the “Commission”) and incorporated by reference in the Registration Statement; or on the financial position, results of operations, or cash flows as of any other date or for period subsequent to                 .

4.For the purpose of this letter, we have read the minutes of the meetings and consents of the stockholders, the Board of Directors of the Company, Bear, Stearns & Co., Inc. and Bear, Stearns Securities Corp., as well as the minutes of the meetings of the Executive Committee of the Board of Directors of the Company for the period from                  through                 , as set forth in the minutes books at                 . We have also read the draft minutes of the                  meetings of the Executive Committee of the Board of Directors of Bear, Stearns & Co., Inc. and the Executive Committee of the Board of Directors of the Company. Officials of the Company have advised us that the minutes of all such meetings through                 , except for the draft minutes noted above, were set forth therein; we have carried out other procedures to                  as follows:

(a)With respect to the three-month periods ended                  and                  and the three-month periods and the six-month periods ended                  and                  and the three-month periods and the nine-month periods ended                  and                 , we have:

(i)Performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as

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described in SAG No. 71, INTERIM FINANCIAL INFORMATION, on the unaudited consolidated statement of financial condition as of                 ,                  and                  and the unaudited consolidated statements of income and cash flows for the three-month periods ended                  and                 , and the three-month periods and the six-month periods ended                  and                 , and the three-month periods and the nine-month periods ended                  and                  included in the Company’s quarterly report on Form 10-Q for the quarters ended                 ,                  as amended, and                 , incorporated by reference in the Registration Statement.

(ii)Inquired of certain officials of the Company who have responsibility for financial and accounting matters whether the unaudited consolidated financial statements referred to in (a)(i) comply as to form in all material respects with the applicable accounting requirements of the 1934 Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC and are stated on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference in the Registration Statement.

(b)With respect to the period from                  to                 , we have:

(i)Read the unaudited consolidated statement of financial condition of the Company and its subsidiaries as of                  and                  and the unaudited consolidated statement of income of the Company and its subsidiaries for the period ended                 , furnished to us by the Company. Officials of the Company have advised us that no unaudited consolidated statement of financial condition for any period subsequent to                  or unaudited consolidated statement of income for any period subsequent to                  was available.

(ii)Inquired of certain officials of the Company who have responsibility for financial and accounting matters whether the unaudited consolidated financial statements referred to in b(i) are stated on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference in the Registration Statement.

The foregoing procedures do not constitute an audit conducted in accordance with generally accepted auditing standards. Also, they would not necessarily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations about the sufficiency of the foregoing procedures for your purposes.

5.Nothing came to our attention as a result of the foregoing procedures,      however, that caused us to believe that:

(a)(i)  Any material modifications should be made to the unaudited consolidated financial statements described in 4(a)(i), incorporated by reference in the Registration Statement, for them to be in conformity with generally accepted accounting principles.

(ii)The unaudited consolidated financial statements described in 4(a)(i) do not comply as to form in all material respects with the applicable accounting

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requirements of the 1934 Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC.

(b)(i)  For the period                  to                 , there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, revenues net of interest expense, or net income, except in all instances for changes, increases, or decreases that the Registration Statement disclosed have occurred or may occur. At                  there was no change in the preferred or common stock (other than the purchases of treasury shares and the issuance of shares out of treasury stock), new issuances of long-term debt directly by the Company or decrease in stockholders’ equity of the Company as compared with the amounts shown in the                  unaudited consolidated statement of financial condition incorporated by reference in the Registration Statement except for new issuances of long-term debt by the Company subsequent to                                 . We have been informed by the Company that there has been an increase in short-term indebtedness subsequent to                  due to additional net bank borrowings, commercial paper, and medium-term notes and other of approximately $                 as of                 .

6.As mentioned in 4(b), Company officials have advised us that no unaudited consolidated statement of financial condition as of any date subsequent to                  and no unaudited consolidated statement of income for any period subsequent to                  is available; accordingly, the procedures carried out by us with respect to changes in unaudited consolidated statement of financial condition after                  and the unaudited consolidated statement of income after                 , have, of necessity, been even more limited than those with respect to the earlier periods referred to in 4. We have inquired of certain officials of the Company who have responsibility for financial and accounting matters whether at                  there was any change in the preferred or common stock (other than purchases of treasury stock and the issuance of shares out of treasury stock), increase in long-term indebtedness or decrease in consolidated stockholders’ equity of the Company as compared with amounts shown on the                  unaudited consolidated statement of financial condition incorporated by reference in the Registration Statement. On the basis of these inquiries and our reading of minutes as described in 4, nothing came to our attention that caused us to believe that there was any such change, increase, or decrease, except in all instances for changes, increases, or decreases that the Registration Statement discloses have occurred or may occur and except as described in 5(b)(i) above and as described in the following sentences. We have been informed by the Company that there has been an increase in short-term indebtedness subsequent to                  due to additional net bank borrowings, commercial paper, and medium-term notes and other of approximately $                 due                 . We have been informed by the Company that there has been an increase in long-term indebtedness subsequent to                  due to the issuance of $                                .

7.For the purposes of this letter, we have also read the following, included or incorporated by reference in the Registration Statement on the indicated pages:

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ITEM PAGE DESCRIPTION

(a)o“Selected Financial Data.” All amounts in the table excluding “Employees.”

(b)o“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

10-K

(c)Exhibit 11, “Statement Re Computation of Per Share Earnings” and Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED [                                         ]

(d)o“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources”.

(e)Exhibit 11, “Statement Re Computation of Per Share Earnings” and Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED [                               ]

(f)oResults of Operations.” All amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources.”

(g)Exhibit 11, “Statement Re Computation of Per Share Earnings” and Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED  [                              ]

(h)o“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All amounts and percentages under the headings “Results of Operations” and “Liquidity and Capital Resources.”

(i)Exhibit 11, “Statement Re Computation of Per Share Earnings” and Exhibit 12, “Statement Re Computation of Ratio of Earnings to Fixed Charges.”

PROSPECTUS SUPPLEMENT DATED [                   ]

(j)o“Summary of the Offering”, Ranking Summary regarding outstanding indebtedness of the Company and its subsidiaries at                         .

(k)o“Description of the Notes”, Brief Description of the Notes regarding outstanding indebtedness of the Company and its subsidiaries at                         .

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(l)o“Ratio of Earnings to Fixed Charges.”

(m)o“Description of the Notes”, Brief Description of the Notes regarding aggregate principal amount of debt securities issued and outstanding under the Indenture.

(n)oCapitalization

(o)o“Selected Consolidated Financial Data.” All amounts in table excluding “Employees.”

(p)o“Other Activities,” Custodial Trust Company regarding CTC assets held at                         .

PROSPECTUS DATED [                               ]

(q)o“Ratio of Earnings to Fixed Charges”

8.Our audit of the consolidated financial statements for the periods referred to in the introductory paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. For none of the periods referred to therein, nor for any other period, did we perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions such as those enumerated above, and, accordingly, we express no opinion thereon.

9.However, at your request, we have performed the following additional procedures, which were applied as indicated with respect to the items enumerated in 7 above.

(a)With respect to items 7a., 7.b., 7d., 7.f., 7.h., 7.n., and 7.o, we (i) compared the dollar and share amounts to the respective amounts in the Company’s audited consolidated financial statements for the applicable year indicated or to the Company’s unaudited consolidated financial statements for the three-month periods ended                          and                         , and the three and six-month periods ended                          and                         , and the three and nine-month periods ended                         and                         , to the extent such amounts are included in or can be derived from such statements and found them to be in agreement; (ii) compared other dollar and share amounts to amounts shown in the Company’s accounting records or analyses prepared by the Company and found them to be in agreement; (iii) proved the arithmetic accuracy of the percentages based on the data in the above-mentioned financial statements, accounting records, and analyses; and (iv) compared amounts in the analyses prepared by the Company with amounts shown in the Company’s accounting records and found them to be in agreement.

(b)With respect to items 7.c., 7e., 7.g., 7i., 7.l. and 7.q, we (i) compared the amounts of Earnings Before Taxes on Income, Net Income and the amounts of Interest Fixed Charge to the respective amounts in the Company’s audited consolidated financial statements for the applicable years indicated or to the Company’s unaudited consolidated financial statements for the three-months periods ended                          and

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                        , and the three and six-month periods ended                          and                         , and the three and nine-month periods ended                          and                         , incorporated by reference in the Registration Statement, and found them to be in agreement; (ii) proved the arithmetic accuracy of the Interest Factor in Rents Fixed Charge by multiplying rent expense per the Company’s accounting records by one-third; (iii) compared the amount of interest adjusted fixed charge, weighted average common and common equivalent shares outstanding and other dollar amounts to amounts in analyses prepared by the Company and found them to be in agreement (we make no comment regarding the completeness or appropriateness of the Company’s determination of what constitutes interest adjusted fixed charge); (iv) compared the amounts contained in the analyses described in (iii) above to amounts in the Company’s accounting records and found them to be in agreement; and (v) proved the arithmetic accuracy of the ratios and amounts based on the above-mentioned financial statements, accounting records and analyses.

(c)With respect to items 7.j and 7.k, we (i) compared the dollar amounts shown to the Company’s accounting records and analyses prepared by the Company and found them to be in agreement; (ii) inquired of the Company’s management as to the unsecured nature of the Company’s outstanding debt. Management has informed us that none of this outstanding debt is secured.

(d)With respect to item 7.m and 7.p, we compared the dollar amounts shown to the Company’s accounting records and analyses prepared by the Company and found them to be in agreement.

10.It should be understood that we make no representations regarding questions of legal interpretation or regarding the sufficiency for your purposes of the procedures enumerated in the preceding paragraph; also, such procedures would not necessarily reveal any material misstatement of the amounts or percentages listed above. Further, we have addressed ourselves solely to the foregoing data as included or incorporated by reference in the Registration Statement and make no representations regarding the adequacy of disclosure or regarding whether any material facts have been omitted.

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SCHEDULE VI

AUCTION RULES

[LOGO]

DAISS-SM—AUCTION RULES FOR REGISTERED OFFERINGS

A.AUCTION ELIGIBILITY

1.To access Bear Stearns’ Internet website ACCESS@bear from the Bear Stearns Home Page, you, the Bidder, must have a Bear Stearns User ID and password. If you do not have a Bear Stearns User ID and password, please call your Bear Stearns sales representative.

2.In order to participate in a DAISS new issue auction, for legal and security reasons, you must complete the jurisdictional eligibility certification, register and create a user-defined password.

3.Once you have completed the jurisdictional eligibility certification, registered for the auction and entered your selected password, your registration will be processed. You may contact your sales representative or click “Register” on the DAISS Home Page to determine the status of your registration. Until your registration is approved, you will not be granted access to any auction screens or offering documents.

4.Upon Bear Stearns’ approval of your auction registration, you will be “Official Documents,” reentering your auction password and certifying that you have read the official documents by clicking “Submit Acknowledgment” will you be permitted to proceed to the auction portion of the website.

5.Bear Stearns reserves the right to decline to approve any Bidder for participation in any DAISS new issue auction or revoke any Bidder’s ability to participate in any DAISS new issue auction at any time.

6.Your computer should be equipped with a standard web browser such as Netscape Navigator^TM 4.06 or higher or Microsoft Internet Explorer^TM 4.0 or higher, with Java, Javascript and cookies enabled.

B.BIDDING

1.General Rules

a.Each Bid you submit is a conditional offer to buy the securities being auctioned, which, unless it previously has been removed by you, may be accepted by Bear Stearns at any time after the close of the auction and the pricing of the offering.

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b.You may submit up to three Bids. Each Bid will be independent of any of your other Bids. In some auctions, the issuer may permit you to submit more than three Bids. The TERM SHEET (as defined below) related to the offering will reflect the number of permitted Bids. The aggregate of your bids may be subject to a Maximum Quantity Restriction.

DAISS is a service mark of Bear, Stearns & Co. Inc.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. © 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

c.Each Bid must be submitted in an integral multiple of $5,000, and in 1/4 basis point increments. The TERM SHEET will indicate the minimum denomination established for the offering (in most auctions, minimum denominations of $250,000 will be established for non-U.S. Bidders).

d.There may be a MAXIMUM QUANTITY RESTRICTION (the maximum aggregate dollar amount of securities that you may submit in an auction) on the total outstanding Bids of any Bidder. If such a restriction is established for an auction, it will be reflected on the TERM SHEET related to the offering.

e.Should you experience system failure or difficulties, please contact your Bear Stearns sales representative for assistance at least twenty minutes prior to the commencement of the auction. Bear Stearns’ Syndicate Desk will submit the Bid you communicate over a taped line into DAISS utilizing BIDASSIST.

2.Bid Changes or Removal

a.You may change or remove one or more of your Bids in accordance with the procedures set forth below.

(1)During the first hour of the REGULAR AUCTION PERIOD (as defined in Section E below):

(a)For a single Bid-You may change your Bid an unlimited number of times in order to narrow the spread or increase the quantity of securities. You may change your Bid only once in order to widen the spread or decrease the quantity. You may remove your Bid.

(b)For multiple Bids-You may change one or more Bids an unlimited number of times in order to narrow the spread or increase the quantity. You may change each Bid only once

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in order to widen the spread or decrease the quantity. You may remove one or more Bids.

(2)During the second hour of the REGULAR AUCTION PERIOD:

(a)For a single Bid—You may change your Bid an unlimited number of times in order to narrow the spread or increase the quantity of securities. You may remove your Bid. You may resubmit your Bid at a later time only if the Bid you resubmit is either at (i) a lower spread or (ii) the same spread and in an amount that is, at least, the greater of 5% and $5,000 more than your original Bid. You may not change your Bid to increase the spread.

(b)For multiple Bids—You may change each Bid an unlimited number of times in order to narrow the spread or increase the quantity. If you remove one Bid, all Bids will be removed. You may resubmit a Bid at a later time only if the Bid you resubmit is either (i) at a lower spread than the weighed average spread of the Bids removed or (ii) at the weighted average spread and in an amount that is, at least, the greater of 5% and $5,000 more than the total quantity of the Bids removed.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. © 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

If you remove a Bid during the first hour of the REGULAR AUCTION PERIOD and want to resubmit a Bid during the second hour of the REGULAR AUCTION PERIOD, the procedures related to changes during the second hour shall apply.

(c)During the QUIET CLOSE (as defined in Section E below), you may only improve your Bid(s) in one basis point increments; you may not add a Bid, change the quantity of existing Bids or resubmit a previously removed Bid. If you choose to remove a Bid, all of your Bids will be removed.

(d)You must confirm any Bid submission, change or removal activity by inputting your password on the Cash Bid or BIDASSIST screen within the period (first or second hour of the REGULAR AUCTION PERIOD or QUIET CLOSE) initiated in order to retain that period’s status. Please be aware that based on the speed of your computer system and

VI-3

the level of traffic, it may take some time to receive your internet transmission.

(e)If the issuer, in conjunction with Bear Stearns, determines to change the MAXIMUM QUANTITY RESTRICTION and/or THE AMOUNT TO BE ISSUED, and there is less than one-half hour remaining in the REGULAR AUCTION PERIOD, the issuer will permit the REGULAR AUCTION PERIOD to be extended to permit Bidders at least one-half hour to add, change or remove Bids in accordance with the rules applicable to changes and removals of Bids during the first hour of the REGULAR AUCTION PERIOD. If the determination is made at a point during the REGULAR AUCTION PERIOD when there is more than one-half hour remaining, the auction will not be extended. Any Bid changed during this one-half hour period will retain its initial status as a Bid during the first or second hour for allocation purposes.

(f)If at the close of the REGULAR AUCTION PERIOD, Bids in the amount equal to the AMOUNT TO BE ISSUED have not been received, Bear Stearns, upon consultation with the issuer, may submit a Bid at the MAXIMUM CLEARING SPREAD in an amount that will bring the total amount bid to the AMOUNT TO BE ISSUED. If there is a change in overall market conditions during an auction, Bear Stearns and/or the issuer, reserve(s) the right to postpone or terminate the auction, change the MAXIMUM CLEARING SPREAD (as defined in Section C below) and/or allow all Bidders an opportunity to change or remove their Bids.

(g)Bear Stearns reserves the right to reject or cancel any and all Bids at anytime without notice.

C.THE CLEARING SPREAD

1.A SPECIFIED PRICING INDEX (such as an on-the-run U.S. Treasury security of a specific maturity) and a MAXIMUM CLEARING SPREAD (or minimum Bid) will be established by Bear Stearns and the issuer at the commencement of each auction. At the close of the auction, the FINAL CLEARING SPREAD (as defined below) will be added to the SPECIFIED PRICING INDEX to determine the yield of the bonds.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. © 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS

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EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

2.Until Bids have been submitted in an amount at least equal to the AMOUNT TO BE ISSUED, as specified on the TERM SHEET, the “Current Auction Information” box on each screen will reflect PRICE TALK (as defined below), the MAXIMUM CLEARING SPREAD and the dollar amount of Bids required before a CLEARING SPREAD (I.E., what the FINAL CLEARING SPREAD would be if bidding ceased at that moment in time) can be established.

3.PRICE TALK is the estimated spread range for the issue as determined by Bear Stearns and the issuer. The FINAL CLEARING SPREAD may be above or below the lowest spread indicated in the PRICE TALK range.

4.DAISS will automatically reject any Bid submitted at a spread above the MAXIMUM CLEARING SPREAD.

5.The CLEARING SPREAD will be calculated as the lowest spread such that the TOTAL QUANTITY BID AND NOT REMOVED at that level and all lower levels would equal or exceed the AMOUNT TO BE ISSUED. Example: The AMOUNT TO BE ISSUED is $500 Million (“M”). $100M is bid at 105 (with nothing bid at a lower spread); $150M is bid at 106 and $275M is bid at 107. Since ($100M + $150M) = $250M < $500M, while ($100M + $150M + $275M) = $525M > $500M, the CLEARING SPREAD is 107.

6.Once the TOTAL QUANTITY BID AND NOT REMOVED equals or exceeds the AMOUNT TO BE ISSUED, the “Current Auction Information” box on each auction screen will reflect the CLEARING SPREAD and the TOTAL QUANTITY BID AND NOT REMOVED by all Bidders in the auction. This information will be updated by DAISS and reflected on your screen automatically every 10 seconds. You may update the information at more frequent intervals simply by clicking the “Reload/Refresh” button on your web browser. PLEASE NOTE THAT BEAR STEARNS INTENDS TO PROVIDE ACCESS TO UP-TO-THE-MINUTE INFORMATION AT ALL TIMES, BUT CANNOT GUARANTEE SUCH ACCESS DUE TO TIMING LAGS AND SYSTEMS LIMITATIONS. THE INTERNET AND DAISS ARE INHERENTLY SUBJECT TO DELAYS AND OPERATIONAL FAILURES OUTSIDE THE CONTROL OF BEAR STEARNS AND THE ISSUER, WHICH MIGHT AFFECT THE PRESENTATION OF INFORMATION, INCLUDING THE CLEARING SPREAD, DURING ANY AUCTION. CONSEQUENTLY, BEAR STEARNS AND THE ISSUER DO NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION, INCLUDING THE CLEARING SPREAD, THAT A BIDDER MAY BE VIEWING AT ANY GIVEN TIME RESULTING FROM SUCH PROBLEMS.

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7.The “Submitted Bid Information” box on your Bid Monitor screen will reflect the spread, the quantity and the tier status of each of your Bids.

8.At the close of an auction, each Bid that is below the FINAL CLEARING SPREAD will be allocated fully; each Bid that is AT the FINAL CLEARING SPREAD will be allocated in accordance with Allocation Rules (see Section F below); each Bid that is above the FINAL CLEARING SPREAD will not receive any allocation.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. © 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

9.Shortly after the close of an auction, your cumulative allocation will be displayed on the Final Allocation screen and your sales representative will call to confirm the allocation.

10.The interest rate for the Notes, as well as the amount of Notes allocated by the underwriters to the bidders of the Notes, will be established through DAISS (and rounded up or down to the nearest .05 of 1%). The purchase price for the Notes will be set at a premium or discount to par so as to adjust for the rounding of the interest rate established by the DAISS auction bidding procedure.

D.AUTOMATED BIDDING VIA BIDASSIST^SM

1.BIDASSIST is an optional program that you may use to automatically improve submitted Bids to specified levels as the CLEARING SPREAD narrows.

2.When engaging BIDASSIST, you may automatically specify that a revised Bid is to be submitted either at the CLEARING SPREAD or at a minimum increment below the CLEARING SPREAD.

3.If your lowest Bid equals the FINAL CLEARING SPREAD, you will receive an allocation in accordance with the Allocation Rules and the time you submit such bid (see Section F). If you submit a Bid during the first hour of an auction and employ BIDASSIST, that Bid will retain its 1^ST TIER status (as defined below) for purposes of allocation, even if it is changed in the second half of the auction.

E.AUCTION TIMING

1.An auction will consist of a REGULAR AUCTION PERIOD and a QUIET CLOSE.

2.The REGULAR AUCTION PERIOD is the time period established by Bear Stearns and the issuer during which you may submit Bids of any level in 1/4 basis point increments at or below the MAXIMUM CLEARING SPREAD, if established.

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3.The QUIET CLOSE is the series of two-minute intervals that follows the REGULAR AUCTION PERIOD. During each two-minute interval of the QUIET CLOSE, you may improve any of your existing Bids by a minimum increment of one basis point or you may remove your Bids. You may not submit a new Bid, change the quantity of any of your existing Bids or resubmit a Bid that was earlier removed.

4.These two-minute intervals will continue until the earlier to occur of (a) the reduction of the CLEARING SPREAD by less than one basis point during any two-minute interval and (b) the passing of one-half hour.

BidAssist is a service mark of Bear, Stearns & Co. Inc.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. © 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

5.There will be an “Auction Status” box for each auction that will identify the auction period as “Pending Open,” “Regular Auction,” “Quiet Close,” or “Auction Closed,” as well as a clock that will reflect the “Time Remaining.” Due to network lags and possible loads on your browser, the time remaining in each auction period is an approximation and not an indication of the exact time remaining.

F.ALLOCATION RULES

1.All accepted Bids will be filled at the FINAL CLEARING SPREAD.

2.All Bids submitted at spreads below the FINAL CLEARING SPREAD will be accepted and filled in their entirety.

3.Bids submitted AT the FINAL CLEARING SPREAD will be prorated based on the time of their submission. Bids submitted AT the FINAL CLEARING SPREAD during the first hour of the REGULAR AUCTION PERIOD will be designated 1ST TIER BIDS even if such Bids are changed during the second hour of the REGULAR AUCTION PERIOD (t(1)); Bids submitted AT the FINAL CLEARING SPREAD thereafter will be designated 2ND TIER BIDS (t(2)).

4.The CLEARING QUANTITY (the quantity of bonds available to the Bidders who bid AT the FINAL CLEARING SPREAD) will be allocated according to the following rules:

a.If the aggregate amount of 1ST TIER BIDS is less than 2/3 of the CLEARING QUANTITY, such 1ST TIER BIDS will receive a 100% allocation. The remainder of the CLEARING QUANTITY will be divided among 2ND TIER BIDS on a pro rata basis based on the quantity of those Bids.

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b.If (a) does not apply, define t(1) = ( 2/3 * CLEARING QUANTITY) / (1ST TIER BID aggregate quantity), and t(2) = (1/3 * CLEARING QUANTITY) / (2ND TIER BID aggregate quantity). If t(1) is greater than or equal to t(2), 1ST TIER BIDDERS will receive a pro rata share of the CLEARING QUANTITY equal to t(1) and 2ND TIER BIDDERS will receive a pro rata share of the CLEARING QUANTITY equal to t(2.) If t(1) < t(2), then the CLEARING QUANTITY will be allocated equally among 1ST and 2ND TIER BIDDERS.

5.In the following examples, the CLEARING QUANTITY is $120M.

a.Example 1: 1ST TIER BID aggregate is $100M, 2ND TIER BID aggregate is $80M. t(1) = 80/100 = 0.8 and t(2) = 40/80 = 0.5. Since 0.8 > 0.5, 1ST TIER BIDDERS receive an 80% allocation of their Bids and 2ND TIER BIDDERS receive a 50% allocation of their Bids. The amount allocated to 1ST TIER BIDDERS is $80M and the amount allocated to 2ND TIER BIDDERS is $40M.

b.Example 2: 1ST TIER BID aggregate is $120M, 2ND TIER BID aggregate is $50M. t(1) = 80/120 = 0.6666 and t(2) = 40/50 = 0.8. Since 0.6666 is less than 0.8, all 1ST and 2ND TIER BIDDERS will receive the same pro rata share of the quantity of their Bids, which, in this case, is 120/(120 + 50) = 70.59% of the quantity of their Bid. Consequently, if a Bidder entered a qualifying Bid for $10M of bonds, such Bidder would receive $7,059,000 of the bonds (subject to rounding, as set forth below) at the FINAL CLEARING SPREAD.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. © 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

6.Rounding: To avoid fractional allotments, Bear Stearns reserves the right to round any allocation either up or down to an integral multiple of $5,000.

7.At any time during the auction, the issuer may decide to change the AMOUNT TO BE ISSUED. In such case, Bear Stearns will inform all registered Bidders by flashing a message on each auction screen and the rules described in Section B.2.b and Section D of these Auction Rules will apply.

8.The “Submitted Bid Information” box on the Bid Monitor screen will identify each Bid as either a 1ST or 2ND TIER BID.

G.CONFIRMATION OF PURCHASE

Shortly after the close of an auction, the “Submitted Bid Information” box on your Bid Monitor screen will reflect your final cumulative allocation. In addition, your Bear

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Stearns sales representative will inform you of your final allocation. Written confirmation and a copy of the final prospectus and pricing supplement will follow in the normal course of business.

H.GOVERNING LAW

These rules and a Bidder’s participation in a DAISS auction will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws thereof.

I.FREQUENTLY ASKED QUESTIONS (“FAQS”)

1.WHAT IS THE AMOUNT TO BE ISSUED?

The AMOUNT TO BE ISSUED listed on the TERM SHEET indicates the size of the offering, I.E., how many dollars worth of bonds will be issued.

2.WHAT IS BIDASSIST?

BIDASSIST is an optional program that you may use to automatically improve submitted Bids to specified levels.

3.WHAT IS THE CLEARING QUANTITY?

The CLEARING QUANTITY is the difference between the AMOUNT TO BE ISSUED and the amount allocated to all Bidders who submitted Bids at spreads less than the FINAL CLEARING SPREAD.

4.WHAT IS THE CLEARING SPREAD?

The CLEARING SPREAD, the lowest spread at which the TOTAL QUANTITY BID AND NOT REMOVED at that and all lower spread levels equals or exceeds the AMOUNT TO BE ISSUED, is what the FINAL CLEARING SPREAD would be if bidding ceased at that moment in time.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. -C- 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

5.WHAT IS THE FINAL CLEARING SPREAD?

The FINAL CLEARING SPREAD is the CLEARING SPREAD at the conclusion of the QUIET CLOSE.

6.WHAT IS THE MAXIMUM CLEARING SPREAD?

The MAXIMUM CLEARING SPREAD is the minimum admissible Bid that will be set at the commencement of the auction.

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7.WHAT IS PRICE TALK?

PRICE TALK is the estimated spread range for the offering as determined by Bear Stearns and the issuer. The FINAL CLEARING SPREAD may be above or below the lowest spread indicated in the PRICE TALK range.

8.WHAT IS THE QUIET CLOSE?

The QUIET CLOSE is a brief extension of the auction following the REGULAR AUCTION PERIOD during which you may improve any of your existing Bids in one basis point increments.

9.WHAT IS THE REGULAR AUCTION PERIOD?

The REGULAR AUCTION PERIOD is the time period during which you may submit one or more Bids (up to three) of any level in 1/4 point increments at or below the MAXIMUM CLEARING SPREAD.

10.WHAT IS THE SPECIFIED PRICING INDEX?

The SPECIFIED PRICING INDEX is the index that Bear Stearns and the issuer will establish for the offering. The SPECIFIED PRICING INDEX plus the FINAL CLEARING SPREAD will equal the yield on the securities.

11.WHAT IS THE TERM SHEET?

The TERM SHEET defines the terms of the offering.

12.WHAT IS THE TOTAL QUANTITY BID AND NOT REMOVED?

The TOTAL QUANTITY BID AND NOT REMOVED is the sum of the Bids made and not withdrawn at any particular point in the auction.

13.WHAT ARE THE PERMITTED BIDDING INCREMENTS?

Bids may be submitted in integral multiples of $5,000. Bids will be accepted in increments of 1/4 basis point until the QUIET CLOSE, during which they may be changed in minimum increments of one basis point.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. © 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

14.WHAT IS THE DIFFERENCE BETWEEN 1ST AND 2ND TIER BIDS?

Generally 1ST TIER BIDS are those Bids submitted during the first hour of THE REGULAR AUCTION PERIOD and Bids submitted thereafter are 2ND TIER

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BIDS. However, Bids submitted by BIDASSIST will be treated as 1ST or 2ND TIER BIDS based on when the BIDASSIST program was activated.

15.WHAT DOES PRO RATA MEAN?

PRO RATA, a Latin term for “according to the rate,” is a method of proportionate allocation. For our purposes, it means that securities will be distributed proportionately among investors whose Bids are the same as  the FINAL CLEARING SPREAD in accordance with the DAISS Allocation Rules.

16.WILL BIDS BE PRORATED?

Yes. Bids submitted at the FINAL CLEARING SPREAD will be prorated based on the time of submission of the Bid with slight adjustments for rounding purposes. Proration will depend on whether a Bid is a 1ST or 2ND TIER BID.

17.CAN I CHANGE MY BID(S)?

Yes. However, there are restrictions depending on when during the auction you wish to change your Bid(s). See Section B.2.

18.CAN I REMOVE MY BID(S)?

Yes. However, there are restrictions depending on when during the auction you wish to remove your Bid(s). See Section B.2.

19.WHAT DOES IT MEAN TO IMPROVE YOUR BID?

Improving your Bid means changing your Bid to a narrower or tighter spread.

PROPRIETARY & CONFIDENTIAL PROPERTY OF BEAR, STEARNS & CO. INC. © 2000. ALL RIGHTS RESERVED. DISCLOSURE OF THESE RULES OTHER THAN AS EXPRESSLY AUTHORIZED BY BEAR STEARNS IN WRITING IS STRICTLY FORBIDDEN.

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EX-1.F

Exhibit 1(f)

                    Shares of Depositary Shares

Each Representing a          

Interest in a Share of

     % Preferred Stock,

$1.00 par value

THE BEAR STEARNS COMPANIES INC.

UNDERWRITING AGREEMENT

           , 2006

THE BEAR STEARNS COMPANIES INC.

                    Shares of Depositary Shares

Each Representing a          

Interest in a Share of

         % Preferred Stock

UNDERWRITING AGREEMENT

                , 2006

To the Several Underwriters named in
Schedule I hereto

c/o Bear, Stearns & Co. Inc.

383 Madison Ave.

New York, New York  10179

Dear Sirs:

The Bear Stearns Companies Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), the number of shares of the Company’s         % Preferred Stock (the “Preferred Stock”), referred to in Schedule I hereto. [The Company also proposes to grant to the Underwriters the option to purchase up to such additional number of shares of the Preferred Stock as is specified in Schedule I hereto (the “Option Securities”; together with the Preferred Stock, the “Securities”) to cover over-allotments.]  Since “Depositary Receipt Arrangements” are specified in Schedule II hereto, the Preferred Stock is to be deposited by you or on your behalf against delivery of the Depositary Receipts (the “Depositary Receipts”) to be issued by the bank or trust company identified on Schedule II hereto as  the Depositary  (the “Depositary”), under the deposit agreement described in Schedule II hereto (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. The Depositary Receipts will evidence Depositary Shares (the “Depositary Shares”) and each Depositary Share will represent a          interest in a share of the Preferred Stock as specified in Schedule II hereto. Except where the context otherwise requires, the term “Securities,” as used herein, shall mean the Preferred Stock and any related Depositary Shares and associated Depositary Receipts.

1.Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (b) hereof.

(a)The Company has filed an automatic shelf registration statement, as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), including a base prospectus, with the Securities and Exchange Commission (the “Commission”) for the registration of the Securities, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “Regulations”), Registration Statement No. 333-[•] on Form S 3, not earlier than three years

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prior to the date hereof. Such registration statement became, and any post-effective amendment thereto will become, effective upon its filing with the Commission. The Company may have used a Preliminary Final Prospectus, each of which, if any, has previously been furnished to you. The offering of the Securities is a Delayed Offering and, accordingly, it is not necessary that any further information with respect to the Securities and the offering thereof required by the 1933 Act and the rules thereunder to be included in the Final Prospectus have been included in an amendment to such registration statement prior to the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2), (3) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein.

(b)The terms which follow, when used in this Agreement, shall have the meanings indicated. The term the “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Basic Prospectus” shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including any Preliminary Final Prospectus. “Preliminary Final Prospectus” shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus. “Final Prospectus” shall mean the prospectus supplement relating to the Securities that are first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus. “Registration Statement” shall mean the various parts of the registration statement referred to in paragraph (a) above, including all exhibits thereto and the documents incorporated by reference in the Final Prospectus contained in such Registration Statement at the time such part of the Registration Statement becomes effective, each as amended at the Execution Time and, in the event any post-effective amendment thereto becomes effective prior to the Closing Time (as hereinafter defined), shall also mean such registration statement as so amended. “Rule 415,” “Rule 424” and “Regulation S-K” refer to such rules or regulation under the 1933 Act. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date of such Registration Statement, Basic Prospectus, Preliminary Final Prospectus, or Final Prospectus, as the case may be; and any reference to any amendment or supplement with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include post-effective amendment to the Registration Agreement, any prospectus supplement and any documents filed under the 1934 Act and incorporated by reference in such Registration Statement, Basic Prospectus, Preliminary Final Prospectus,

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or Final Prospectus, as the case may be, and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the Effective Date that is incorporated by reference in such Registration Statement. The “Disclosure Package” shall mean (i) the Basic Prospectus and any Preliminary Final Prospectus, (ii) each “issuer free writing prospectus” (as defined in Rule 433 under the 1933 Act (“Rule 433”)) relating to the Securities (an “Issuer Free Writing Prospectus”), if any, and (iii) the Permitted Issuer Information (as defined in paragraph (e)(i) below) contained in any “free writing prospectus” (as defined in Rule 405 under the 1933 Act (“Rule 405”)) (a “Free Writing Prospectus”) with respect to which an Underwriter has obtained the Company’s prior written consent pursuant to paragraph 3(p) below. A “Delayed Offering” shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered.

(c)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus;  and the Company is duly qualified as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(d)The Company has the corporate power and authority to enter into this underwriting agreement (this “Agreement”), to perform its obligations hereunder and to issue, sell and deliver the Securities. This Agreement has been duly and validly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms. The Deposit Agreement has been duly and validly authorized, executed and delivered by the Company is a valid and binding agreement of the Company and is enforceable as to the Company in accordance with its terms; when the Depositary Receipts are issued in accordance with the provisions of the Deposit Agreement against the deposit of validly issued, fully paid and nonassessable shares of the Preferred Stock, such Depositary Receipts will entitle the holders thereof to the rights specified in such Depositary Receipts and in the Deposit Agreement.

(e)On the Effective Date, and at all times subsequent thereto to and including the Closing Time (as defined in Section 2), and during such longer period as a prospectus (or in lien thereof, the notice referred to in rule 173(a) under the 1933 Act) may be required to be delivered in connection with sales by the Underwriters or a dealer, and during such longer period until any post effective amendment to the Registration Statement shall become effective, the Registration Statement (including any post effective amendment) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Final

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Prospectus) will contain all statements which are required to be stated therein in accordance with the 1933 Act, the 1934 Act and the Regulations, will conform in all material respects with the requirements of the 1933 Act, the 1934 Act and the Regulations, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading, and no event will have occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Final Prospectus which has not then been set forth in such an amendment or supplement; and each Basic Prospectus and each Preliminary Final Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading. Each Issuer Free Writing Prospectus (including, without limitation, any “road show” that constitutes a “free writing prospectus” under Rule 433) does not and will not conflict with the information in the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus, conformed or will conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission on the date of first use, and, when considered together with the Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The “issuer information” (as defined in Rule 433) included in each Free Writing Prospectus used or referred to by any Underwriter with the prior written consent of the Company (“Permitted Issuer Information”), when considered together with the Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made in this subsection (i), however, with respect to any information contained in or omitted from (i) the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use in the Registration Statement or such Basic Prospectus, Preliminary Final Prospectus, Final Prospectus or any Issuer Free Writing Prospectus, (ii) information other than Permitted Issuer Information contained in any Free Writing Prospectus included in the Disclosure Package and (iii) the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act, except statements or omissions in such Statement made in reliance upon information furnished to the Trustee by or on behalf of the Company for inclusion therein.

(f)Neither the Commission nor the “blue sky” or securities authority of any jurisdiction has issued an order (a “Stop Order”) suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, or suspending the registration or qualification of the Securities, nor has any of such authorities instituted or, to the knowledge of the Company, threatened to institute any proceedings with respect to a Stop Order in any jurisdiction in which the Securities are to be sold, nor, with respect to accuracy at the Closing Time, has there been any Stop Order  instituted or, to the knowledge of the Company, threatened on or after the effective date of the Registration Statement in any jurisdiction.

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(g)The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus and any amendment or supplement thereto (the “Incorporated Documents”), at the time they were or hereafter are filed with the Commission, complied or when so filed will comply, in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations thereunder and on the Effective Date and through and including the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(h)Since the respective dates as of which information is given in the Registration Statement and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(i)Except for Bear, Stearns & Co. Inc. (“Bear Stearns”) and Bear, Stearns Securities Corp. (“BSSC”), no subsidiary of the Company is a “significant subsidiary” as defined in Rule 405 of Regulation C of the Regulations; each of Bear Stearns and BSSC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the operations, business or properties of the company and its subsidiaries considered as one enterprise; and all of the issued and outstanding capital stock of Bear Stearns and BSSC has been duly authorized and validly issued and is fully paid and nonassessable and was not issued in violation of or subject to preemptive rights, and, except for directors’ qualifying shares, is owned directly or indirectly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, equity or other defect of title whatsoever.

(j)The Company’s authorized preferred stock is as set forth in the Final Prospectus; the Certificate of Designations, the provisions of the Certificate of Incorporation relating to the Securities, the Securities, the Depositary Shares, the Depositary Receipts and the Deposit Agreement conform (or prior to each issuance of the Securities will conform) in all material respects to the description thereof contained in the Final Prospectus; the Securities have been (or prior to each issuance will be) duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; and the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities or such Depositary Shares.

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(k)The execution, delivery and performance of this Agreement and the Deposit Agreement, the issuance and sale of the Securities and the consummation by the Company of the transactions contemplated hereby and thereby do not, as of the date hereof, and will not, as of the Closing Time, (A) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) or require consent under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries considered as one enterprise pursuant to, the terms of any contract, agreement, indenture, mortgage, loan agreement, note, lease or other instrument, franchise, license or permit to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets may be bound or subject and that is material to the Company and its subsidiaries considered as one enterprise,  or (B) violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, or any law, judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body or any arbitrator having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, is required for the execution, delivery and performance of this Agreement or the Deposit Agreement and the consummation of the transactions contemplated hereby and thereby, including the issuance, authentication, sale and delivery of the Securities, except for (1) such as may be required under state and foreign securities or “Blue Sky” laws in connection with the purchase and distribution of the Securities by the Underwriters and (2) such as have been made or obtained or will be made or obtained before the Closing Time under the 1933 Act.

(l)There are no holders of securities of the Company or any subsidiary who, pursuant to any agreement, understanding or otherwise, have any right to have securities of the Company or any subsidiary registered under the 1933 Act in connection with the offering contemplated by the Final Prospectus.

(m)[        ], the accountants who certified the financial statements included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K which is included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus and audited the Company’s internal control over financial reporting and management’s assessment thereof, were independent public accountants at the time such statements were certified and during the periods covered by such statements as required by the 1933 Act and the Regulations.

(n)Deloitte & Touche, the accountants who certified the financial statements included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K which is incorporated by reference in the Disclosure Package and the Final Prospectus, were independent public accountants at the time such statements were certified and during the periods covered by such statements as required by the 1933 Act and the Regulations.

(o)The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Disclosure Package and  Registration

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Statement and the Final Prospectus, and any amendment or supplement thereto, present fairly the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the consolidated results of their operations for the periods specified; and said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (except to the extent that certain footnote disclosures regarding any stub period may have been omitted in accordance with the 1934 Act and the rules and regulations thereunder) applied on a consistent basis.

(p)Except as may be set forth in the Disclosure Package and the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body or arbitrator, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company, Bear Stearns or BSSC, except those which do not and in the future will not have a material adverse effect on the financial condition, results of operations, business or properties of the company and its subsidiaries considered as one enterprise, or which is required to be disclosed in the Registration Statement, the Disclosure Package or the Final Prospectus; and there are no contracts or documents of the Company, Bear Stearns or BSSC which are required to be filed as exhibits to the Registration Statement by the 1933 Act or the Regulations which have not been so filed.

(q)The Company, Bear Stearns and BSSC possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or the failure to obtain which, individually or in the aggregate, would have a material adverse effect on the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, and neither the Company, Bear Stearns nor BSSC has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise.

(r)The Company was not at the time of the initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Securities, is not on the date hereof and will not be at the Closing Time, an “ineligible issuer” (as defined in Rule 405). The Company has not made any offer relating to the Securities or distributed any offering materials in connection with the offering of the Securities other than the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, and any Issuer Free Writing Prospectus listed on Schedule VI hereto to which Bear Stearns had previously consented in writing.

(s)At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Securities in reliance on the exemption

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of Rule 163 under the 1933 Act, The Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act.

(t)The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Final Prospectus as amended or supplemented, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; and (B) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

2.Purchase, Sale and Delivery of the Securities. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Company, at the purchase price set forth in Schedule II attached hereto, the amount of Securities set forth opposite such Underwriters’ respective names in Schedule I hereto except that, if Schedule II hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective number of shares of the Securities to be purchased by the Underwriters shall be as set forth in Schedule I attached hereto less the respective number of shares of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes referred to as the “Underwriters’ Securities” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein referred to as “ Contract Securities.”

If so provided in Schedule II hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts (“Delayed Delivery Contracts:), substantially in the form of Schedule V hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Underwriters, at the Closing Time, the percentage set forth in Schedule II hereto of the aggregate liquidation preference of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less that the minimum number of shares set forth in Schedule II hereto and the aggregate number of shares of Contract Securites may not exceed the maximum number of shares set forth in Schedule II hereto. The Underwriters will not have any responsibility in respect of the

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validity or performance of Delayed Delivery Contracts. The number of shares of Securities to be purchased by each Underwriter as set forth in Schedule I hereto shall be reduced by an amount which shall bear the same proportion to the total number of shares of Contract Securities as the number of shares of Securities set forth opposite the name of such Underwriter bears to the aggregate number of shares set forth in Schedule I hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total number of shares of Securities to be purchased by all Underwriters shall be the aggregate number of shares set forth in Schedule I hereto less the aggregate number of shares of Contract Securities.

[Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, the  Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwriters’ Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwriters’ Securities by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of shares of the Option Securities to be purchased by the total number of shares of the Option Securities to be purchased by the several Underwriter as such Underwriter is purchasing of the Underwriters’ Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.]

Except as otherwise provided in this Section 2, payment of the purchase price for, and delivery of, the Securities to be purchased by the Underwriters as set forth on Schedule I attached hereto shall be made at the offices of Bear Stearns or at such other place in the New York City metropolitan area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, on the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), or such other time and date as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer of federal funds payable to the account of the Company specified by it against delivery to you of the Securities to be purchased by you. Certificates evidencing the Preferred Stock purchased by the Underwriters shall be registered in the name of the Depositary or its nominee and delivered for the account and on behalf of the Underwriters to the Depositary against issuance and delivery by the Depositary of Depositary Receipts evidencing Depositary Shares representing the deposited Preferred Stock, which Depositary Receipts shall be registered in such names (including the nominee for any depository which will hold the Depositary Receipts for “book entry” issuance and transfer) and in such denominations as you may request in writing at least two business days prior to the Closing Time. Such Depositary Receipts will be made available for examination and packaging by you on or before the first business day prior to the Closing Time, unless represented by a global certificate.

[If the option provided for in this Section 2 hereof is exercised after the third business day prior to the Closing Date, the Company will deliver  (at the expense of the Company) to the Representatives, at the offices of Bear Stearns on the date specified by the Representatives (which shall be within three business days after exercise of said option), certificates for the Option Securities in such names and denominations as the Representatives

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shall have requested against payment of the purchase price thereof to the Company by wire transfer of federal funds payable to the account of the Company specified by it. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 5 hereof.]

Notwithstanding the preceding paragraphs, if “Depositary Receipt Arrangements” is specified in Schedule II hereto, certificates representing Securities shall be delivered in the names of the Representatives. Such certificates shall be delivered to the Representatives for the Depositary Receipts representing Depositary Shares. Such Depositary Receipts shall be issued in such denominations and registered in such names as the Representatives shall request and shall be made available for inspection, checking and packaging by the Representatives in New York, New York not later than 1:00 p.m. on the business day prior to the due date for delivery thereof.

3.Covenants of the Company. The Company covenants and agrees with the several Underwriters as follows:

(a)The Company will notify you immediately, and confirm such notice in writing, (i) when any amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Issuer Free Writing Prospectus or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of a Stop Order suspending the effectiveness of the Registration Statement (including any post-effective amendment thereto) or the use of the Final Prospectus or any Issuer Free Writing Prospectus or of the initiation, or the threatening, of any proceedings therefor, (iv) of the receipt of any comments from the Commission and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation, or threatening, of any proceeding for that purpose. If the Commission shall propose or enter a Stop Order at any time, the Company will make every reasonable effort to prevent the issuance of any such Stop Order and, if issued, to obtain the withdrawal of such order as soon as possible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Final Prospectus before or after the Effective Date to which you shall reasonably object in writing after being given advance notice of its intention to file and furnished in advance a copy thereof.

(b)During the time when a prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered hereunder or under the 1933 Act, the Company will comply with all requirements imposed upon it by the 1933 Act as now existing and as hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealing in the Securities in accordance with the provisions thereof and the Final Prospectus. If at any time when a prospectus relating to the Securities is required to be delivered under the 1933 Act, any event shall have occurred as a result of which, in the judgment of the Company, you or your counsel, the Final Prospectus or the Disclosure Package as then amended or supplemented

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includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus or Registration Statement to comply with the 1933 Act or the Regulations, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission and will deliver to the several Underwriters, without charge, such number of copies thereof as may be reasonably requested by the Underwriters; provided that the Company will promptly notify you if such judgment has been reached by it.

(c)The Company will promptly deliver to you a copy of the Registration Statement, including exhibits and all amendments thereto, and the Company will promptly deliver without charge to each of the several Underwriters such number of copies of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, all Issuer Free Writing Prospectuses the Registration Statement, and all amendments of and supplements to such documents, if any, as may be reasonably requested by the Underwriters.

(d)The Company will endeavor in good faith, in cooperation with you, to timely qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take action which would subject it to general service of process in any jurisdiction where it is not now so subject or to conduct its business in a manner in which it is not currently so conducting its business.

(e)The Company will make generally available (within the meaning of Section 11 (a) of the 1933 Act and Rule 158 of the Regulations) to its security holders and to you as soon as practicable an earnings statement which need not be audited but which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations.

(f)The Company will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required in connection with the offering or sale of the Securities.

(g)During the period of one year after the date hereof, the Company will furnish to you (i) as soon as publicly available, a copy of each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, annual report to stockholders and definitive proxy statement of the Company filed with the Commission under the 1934 Act or mailed to stockholders and (ii) from time to time, such other information concerning the Company as the Underwriters may reasonably request.

(h)The Company will apply the proceeds from the sale of the Securities as set forth under the caption “Use of Proceeds” in the Final Prospectus.

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(i)Prior to the Closing Time, the Company shall furnish to you, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries, for any periods subsequent to the periods covered by the financial statements appearing or incorporated by reference in the Registration Statement and the Final Prospectus.

(j)The Company will use its best efforts to complete listing for trading of the Depositary Shares on the New York Stock Exchange, Inc. (the “NYSE”) or any other stock exchange, as applicable, within 30 days from the date hereof, to the extent the Depositary Shares are exchange listed.

(k)The Company will comply with all provisions of all undertakings contained in the Registration Statement.

(l)The Company consents to the use of the Final Prospectus and the Disclosure Package or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for such period of time thereafter as the Final Prospectus is required by law to be delivered in connection therewith.

(m)Prior to the Closing Time, the Company will not, without the consent of the Underwriters offer, sell or contract to sell, or announce the offering of, shares of any class of capital stock of the Company (other than the Securities) which is ranked prior as to the payment of dividends, or as to the distribution of assets upon any liquidation, dissolution or winding up of the Company, over shares of any other class of capital stock of the Company.

(n)The Company will file no amendment or supplement to the Registration Statement or the Final Prospectus at any time, whether before or after the effective date of the Registration Statement, unless such filing shall comply with the 1933 Act and the Regulations and unless you shall previously have been advised of such filing and furnished with a copy thereof, and you and your counsel shall have approved such filing.

(o)The Company consents to the use of the Final Prospectus or any amendment or supplement thereto by you and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for such period of time thereafter as the Final Prospectus is required by law to be delivered in connection therewith.

(p)The Company shall maintain, in accordance with the rules and regulations of the Commission, all Issuer Free Writing Prospectuses not required to be filed pursuant to the rules and regulations of the Commission. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus would, in the judgment of Bear Stearns or the Company, conflict with the information in the Registration Statement, the Disclosure Package or the Final Prospectus as then amended or supplemented or would, in the judgment of Bear Stearns or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading, or if to comply with the 1933 Act, the 1934 Act or the rules and regulations of the Commission, it shall be necessary at any

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time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify Bear Stearns promptly and prepare, subject to Section 3(b) hereof, an Issuer Free Writing Prospectus or other document (in form and substance satisfactory to Bear Stearns) which will correct such statement, omission or conflict or effect such compliance.

(q)The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act.

(r)The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

4.Payment of Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following:  (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all costs and expenses related to the issuance, authentication, transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon; (iii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Deposit Agreement, if any, any Blue Sky and legal investment memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 3(d) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment memoranda; (v) any fees charged by securities rating agencies for rating the Securities, if the Securities are so rated; (vi) any filing fees incident to any required reviews by the National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; (vii) the costs and expenses of any qualified independent underwriter which may be required by the rules and regulations of the NASD; (viii) all costs and expenses incident to listing the Securities on the NYSE or other national securities exchange; (ix) the cost of preparing certificates for the Securities and the cost and charges of The Depository Trust Company, Inc. and its nominee for acting as a depository for the Securities and otherwise effecting any book entry ownership system for the Securities; (x) the cost and charges of the Depositary, any transfer agent, calculation agent, registrar or disbursing agent; and (xi) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section and Sections 6 and 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

If this Agreement is entered into and the purchase of Securities by the Underwriters pursuant to this Agreement is not consummated because any condition to the

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obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 10(b) hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

5.Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Securities, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company, herein contained, as of the date hereof and, at the Closing Time, to the absence from any certificates, opinions, written statements or letters furnished to you pursuant to this Section 6 or to your counsel, [               ] (collectively, (“Underwriters’ Counsel”) pursuant to this Section 5 of any misstatement or omission, to the performance by the Company of its obligations hereunder in all material respects and to the following additional conditions:

(a)If filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b).

(b)At the Closing Time (i) no Stop Order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act, and no proceeding under the 1933 Act or the 1934 Act therefor shall have been initiated or threatened by the Commission, or, with respect to the filing of any Form 8-A under the 1934 Act, by any national securities exchange;  no stop order suspending or preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with or such requests shall have been otherwise satisfied; (ii) the rating assigned by any nationally recognized securities rating agency to any debt securities, preferred stock or other obligations of the Company as of the date of this Agreement shall not have been lowered since the execution of this Agreement and no such agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities or preferred stock of the Company; and (iii) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there shall not have been any material adverse change in, or any adverse development which materially affects, the financial condition, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, the effect of which is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Final Prospectus.

(c)At the Closing Time and substantially to the effect set forth in Schedule III, you shall have received the opinion of Cadwalader, Wickersham & Taft LLP, counsel for the Company, dated the Closing Time, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

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(d)At the Closing Time, you shall have received the opinion of [               ], counsel of the Company, or another counsel reasonably acceptable to Underwriter’s Counsel, dated the Closing Time and substantially to the effect set forth in Schedule IV, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

(e)At the Closing Time, you shall have received a certificate of the President or any Executive Vice President and the Chief Financial Officer or the Controller of the Company, dated the Closing Time, to the effect that the conditions set forth in subsections (a) and (b) of this Section 5 have been satisfied, that as of the date hereof and at the Closing Time, the representations and warranties of the Company set forth in Section 1 hereof are accurate, and that at the Closing Time, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed in all material respects.

(f)At each of the Execution Date and the Closing Time, you shall have received a letter (which may be an update or “bringdown” letter) from [               ], independent public accountants for the Company and its subsidiaries, dated the date of delivery and substantially to the effect set forth in Schedule VI, addressed to the Underwriters and in form and scope reasonably satisfactory to you.

(g)All proceedings taken in connection with the sale of the Securities as contemplated herein shall be satisfactory in form and scope to you and to Underwriters’ Counsel, and the Underwriters shall have received from said Underwriters’ Counsel an opinion, dated the Closing Time, with respect to the issuance and sale of the Securities, the Disclosure Package, the Registration Statement and the Final Prospectus and any amendments or supplements to the Registration Statement, the Disclosure Package or the Final Prospectus, and such other related matters, as you may reasonably require, and the Company shall have furnished to Underwriters’ Counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h)At the Closing Time, you shall have received the opinion of counsel for the Depositary, dated the Closing Time and substantially to the effect set forth in

Schedule VII, addressed to the Underwriters and in form and scope reasonably satisfactory to Underwriters’ Counsel.

(i)At the Closing Time, the Deposit Agreement shall have been duly authorized, executed and delivered by the Company and the Depositary, and copies thereof shall have been delivered to the Underwriters’ Counsel

(j)All proceedings taken in connection with the sale of the Securities as contemplated herein shall be satisfactory in form and scope to you and to Underwriters’ Counsel, and, prior to the Closing Time, the Company shall have furnished to you such further information, certificates and documents as you may reasonably request.

(k)The NASD, upon review of the terms of the public offering of the Securities, shall have no objections to the fairness of the underwriting terms and arrangements of the offering.

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(l)At the Closing Time, Form 8-A under the 1934 Act (the “Form 8-A”), as amended to include the Preferred Stock and the Depositary Shares therein, shall have become effective.

(m)The Board of Directors of the Company or an authorized committee thereof shall have authorized the amendment to Form 8-A contemplated by clause (l) above, the issuance and designation of the Preferred Stock, the filing of a Certificate of Designations with the Secretary of State of the State of Delaware, pertaining to the Preferred Stock, the offering of the Securities and the other transactions contemplated hereby or the Deposit Agreement.

(n)The Company shall have filed with the Secretary of State of the State of Delaware a Certificate of Designations with respect to the Preferred Stock.

(o)The Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract Securities arranged by the Underwriters have been approved by the Company.

If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to you or to Underwriters’ Counsel, pursuant to this Section 5 shall not be in all material respects reasonably satisfactory in form and scope to you and to Underwriters’ Counsel, all your obligations hereunder may be cancelled by you at, or at any time prior to, the Closing Time. Notice of such cancellation shall be given to the Company in writing, or by telephone, telex or telecopy, confirmed in writing.

6.Indemnification.

(a)The Company agrees to indemnify and hold harmless each Underwriter, their affiliates (if any)  and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which you or any such person may become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any related Basic Prospectus, Preliminary Final Prospectus, or Final Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto or  any Permitted Issuer Information, (ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any related Preliminary Final Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus or any Permitted Issuer Information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) arise out of or are based upon any breach or alleged breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement; provided,

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however, that the Company will not be liable to any Underwriter or any person so controlling such Underwriter in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through you expressly for use therein, such written information being as set forth in the penultimate sentence of subsection (b) below or (y) any failure of such Underwriter to deliver the Final Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the 1933 Act) to a purchaser of Securities as required by applicable law. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement..

(b)Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any losses, liabilities, claims, damages and out-of pocket expenses whatsoever (including but not limited to attorneys’ fees and any and all out-of-pocket expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), joint and several, to which they or any of them may become subject under the 1933 Act, the 1934 Act insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement or any amendment thereto, (B) any related Basic Prospectus, Preliminary Final Prospectus or the Final Prospectus, or in any amendment or supplement thereto or (C) any Issuer Free Writing Prospectus or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any related Basic Prospectus, Preliminary Final Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through you expressly for use therein. For all purposes of this Agreement, the identification of the name of, and the principal amount of Securities to be purchased by, each of the Underwriters, the amounts of the selling concession and reallowance, and the stabilization language set forth under the heading “Underwriting” in the Final Prospectus constitute the only information furnished in writing by or on behalf of any Underwriter expressly for inclusion in any Basic Prospectus or Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the Registration Statement (as from time to time amended or supplemented), or any amendment or supplement thereto. This indemnity will be in addition to any liability which any Underwriter may otherwise have, including under this Agreement; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discounts and commissions received by such Underwriter.

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(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties, it being understood, however, that the indemnifying party shall not, in connection with any one such claim, action or proceeding or separate but substantially similar or related claims, actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (together with appropriate local counsel) at any time for the indemnified party or parties, which firm shall be designated in writing by the indemnified party or parties, unless such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the other indemnified party or parties (in which case the indemnifying party shall be liable for the fees and expenses of only one additional separate firm (together with appropriate local counsel) for such indemnified party or parties at any time)), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this Section 6 to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

7.Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 6 hereof is for any reason held to be unavailable from the Company or is insufficient to hold harmless a party indemnified thereunder, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and out-of-pocket expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company, any contribution received by the Company from persons, other than the Underwriters, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, officers of the Company

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who signed the Registration Statement and directors of the Company) to which the Company and one or more of the Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or, if such allocation is not permitted by applicable law or indemnification is not available as a result of the indemnifying party not having received notice as provided in Section 6 hereof, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and commissions received by the Underwriters, respectively, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 7, (i) in no case shall any Underwriter (except as may be provided in any Agreement Among Underwriters)  be liable or responsible for any amount in excess of the underwriting discount applicable to the Securities purchased by such Underwriter hereunder, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act shall have the same rights to contribution as such Underwriter, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of the preceding sentence of this Section 7. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

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8.Default by an Underwriter.

(a)If any Underwriter or Underwriters shall default at the Closing Time in its or their obligation to purchase Preferred Stock hereunder and if the number of shares of Preferred Stock to which such default relates does not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate [     ]% of the total number of shares of Preferred Stock that all Underwriters have agreed to purchase hereunder, then such shares of Preferred Stock to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

(b)If such default relates to more than [     ]% of the total number of shares of Preferred Stock that all the Underwriters have agreed to purchase, you may in your discretion arrange for yourself or for another party or parties (including any other non-defaulting Underwriter or Underwriters who so agree) to purchase the shares of Preferred Stock to which such default relates on the terms contained herein. If within five calendar days after such a default you do not arrange for the purchase of the shares of Preferred Stock to which such default relates as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4, 6 and 7 hereof) or the several Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other several Underwriters and the Company for damages occasioned by its or their default hereunder.

(c)If the shares of Preferred Stock to which the default relates are to be purchased by the non-defaulting Underwriters, or is to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Time for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Final Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Final Prospectus which, in the opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

9.Survival of Representations and Agreements. All representations warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement, including the representations and warranties contained in Section 1, the agreements contained in Section 4, the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Securities to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 7, 9 and 12 hereof shall survive the termination of this Agreement including pursuant to Section 10 hereof.

Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in subsection (a) of Section 6 hereof, the representations and warranties in subsections (b), (c) and (f) of Section 1 hereof and any representation or warranty as to the accuracy of the Registration Statement or the Final Prospectus contained in any certificate

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furnished by the Company pursuant to Section 5 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the 1933 Act, shall not extend to the extent of any interest therein of a controlling person or partner of an Underwriter who is a director, officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the 1933 Act. Unless in the opinion of counsel for the Company the matter has been settled by controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

10.Effective Date of this Agreement and Termination.

(a)This Agreement shall become effective as of the time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by you for offering by the Underwriters or dealers by letter or telegram, whichever shall first occur. You or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 10, by giving the notice indicated in Section 10(c) before the time this Agreement becomes effective.

(b)You shall have the right to terminate this Agreement at any time prior to the Closing Time if, after the date hereof:  (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the securities markets; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the NYSE or the American Stock Exchange or in the over-the-counter market; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or on the United States is such as to make it, in the judgment of the Underwriters, impracticable to market the Securities; (v) any restriction materially adversely affecting the distribution of the Securities which was not in effect on the date hereof shall have become effective; or (vi) there shall have been such change in the market for the securities of the Company or securities in general or in political, financial or economic conditions as in your judgment makes it inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Final Prospectus.

(c)Any notice of termination pursuant to this Section 10 shall be by telephone, telex, or telegraph, confirmed in writing by letter.

11.Notice. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and, if sent to you shall be mailed, delivered, or telexed or telecopied and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New York 10167, Attention:  Corporate Finance Department; if

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sent to the Company, shall be mailed, delivered, or telexed or telecopied and confirmed in writing to the Company, 245 Park Avenue, New York, NY 10167, Attention:  Chief Financial Officer.

12.Parties. Subject to the restrictions pertaining to Bear Stearns set forth in the foregoing sentence, the Company shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Underwriters when the same shall have been given by any of you on behalf of the Underwriters. This Agreement shall inure solely to the benefit of, and shall be binding upon, the several Underwriters, the Company and the controlling persons, directors, officers, employees and agents referred to in Sections 6 and 7, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities from any of the Underwriters. Notwithstanding anything contained in this Agreement to the contrary, all of the obligations of the Underwriters hereunder are several and not joint.

13.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.Construction. This Agreement shall be construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

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If the foregoing correctly sets forth the understanding between you and the Company please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

			Very truly yours,
			THE BEAR STEARNS COMPANIES INC.
			By:
				Name:
				Title:
Accepted as of the date first above written.
[BEAR, STEARNS & CO. INC.]
By:	BEAR, STEARNS & CO. INC.
	By:
		Name:
		Title:

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SCHEDULE I

Underwriters	Number of shares of Preferred Stock (and number of Depositary Shares representing the same) to be Purchased
Total

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SCHEDULE II

Underwriting Agreement dated:

Registration Statement No.

Title and Description of Preferred Stock:

Designation:

Number of Shares:

Number of Shares of Preferred Stock:

Liquidation Preference:

Dividend Rate:

Payable:

Conversion Feature:

Redemption Provisions:

Other provisions:  As described in the Final Prospectus

Over-allotment Option:

Depositary Receipt Arrangements:  [Yes]  [No]

Name of Depositary:

Date of Deposit Agreement:

Fraction of a share of Preferred Stock equal to one Depositary Share:

Number of Depositary Shares:

Purchase price per Depositary Share:  $          

Initial public offering price per Depositary Share:  $          

Closing Date, Time and Location:

Date:                    

Time:                   

Location:

Delayed Delivery Contracts:

Delivery Date:

Minimum Number of Shares:

Maximum Aggregate Number of Shares:

Fee:

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SCHEDULE III

1.Each of the Company, Bear, Stearns & Co. Inc. (“Bear Stearns”) and Bear, Stearns Securities Corp. (“BSSC”) is a corporation validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Final Prospectus. Each of the Company, Bear Stearns and BSSC is duly qualified to transact business and is in good standing as a foreign corporation in the State of New York. All of the outstanding shares of capital stock of Bear Stearns and BSSC is owned of record and, to the best of our knowledge, beneficially by the Company and by Bear Stearns, respectively, in each case free and clear, to the best of our knowledge, of any lien, security interest or other encumbrance.

2.The authorized preferred stock of the Company is as set forth in the Final Prospectus; the Certificate of Designations relating to the Preferred Stock, the provisions of the Certificate of Incorporation relating to the Preferred Stock; the Depositary Shares, the Depositary Receipts and the Deposit Agreement conform in all material respects to the respective descriptions thereof contained in the Final Prospectus; the Preferred Stock has been duly authorized and, when issued and delivered for the account of and paid for by the Underwriters pursuant to the Underwriting Agreement, will be validly issued, fully paid and nonassessable; and the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Preferred Stock or Depositary Shares representing the same.

3.The Company has all requisite corporate power and authority to execute and deliver the Underwriting Agreement and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Underwriting Agreement and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Underwriting Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.The Deposit Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of the same by the Depositary, constitutes the legal, valid and binding obligation of the Company, enforceable against it  in accordance with its terms, subject to the applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); when the Depositary Receipts are issued in accordance with the provisions of the Deposit Agreement against the deposit of validly issued, fully paid and nonassessable shares of the Preferred Stock, such Depositary Receipts will entitle the holders thereof to the rights specified in such Depositary Receipts and in the Deposit Agreement, subject to the applicable bankruptcy, insolvency, fraudulent conveyance,

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reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

5.The execution and delivery by the Company of the Underwriting Agreement and the Deposit Agreement, and the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof (a) will not (i) conflict with or violate any of the terms, conditions or provisions of the Certificate of Incorporation or By-Laws of the Company or (ii) conflict with or violate any New York, Delaware corporate or federal law or regulation (other than federal and state securities or blue sky laws, as to which we express no opinion in this sentence), and (b) do not breach or result in a violation of, or default under any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound. No consent, approval, waiver, license or authorization or other action by or filing with any New York, Delaware corporate or federal governmental authority is required in connection with the execution and delivery by the Company of the Underwriting Agreement and the Deposit Agreement or the consummation by the Company of the transactions contemplated thereby except for those that (i) may be required by Rule 424(b) promulgated under the 1933 Act or (ii) may be required under state securities or blue sky laws, as to which we express no opinion; and a Certificate of Designations covering the Securities has been duly executed on behalf of the Company and filed with the Secretary of State of the State of Delaware.

6.The Registration Statement, as of its effective date, and the Final Prospectus, as of its issue date and as of the date hereof, complied and comply, as to form in all material respects with the requirements of the 1933 Act and the rules and regulations thereunder (except that no opinion is expressed herein with respect to the financial statements and notes thereto, the financial statement schedules and the other financial, statistical and accounting data included or incorporated by reference therein or that should have been included therein).

7.To the best of our knowledge, based upon telephonic confirmation from the Commission, the Registration Statement was declared effective under the 1933 Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been initiated or threatened by the Commission. Any required filing of the Basic Prospectus, any Preliminary Final Prospectus, and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b).

We have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information contained in the Registration Statement, the Disclosure Package or the Final Prospectus, and we do not pass upon or assume any responsibility therefor. However, in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus, we have attended certain conferences and participated in the conversations with representatives of the Company, representatives of the Underwriters and representatives of [                                           ], counsel for the Underwriters, and representatives of the Company’s independent public accountants. On the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to in this opinion letter, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Registration Statement, the Disclosure Package and the Final Prospectus which causes us to believe that, (i) as of the effective date of the Registration Statement, the Registration

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Statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of its date or as of the date hereof, the Final Prospectus (including any filing under the 1934 Act explicitly referenced as to be filed under the caption “Where You Can Find More Information” in the Final Prospectus) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package, as of the Execution Time or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact that required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that we express no view as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included or incorporated by reference in the Registration Statement or the Final Prospectus.

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SCHEDULE IV

To the best of my knowledge, there are no legal or governmental proceedings pending or threatened that are required to be disclosed in the Registration Statement, other than those disclosed therein, and there is no pending legal or governmental proceeding to which the Company or any subsidiary of the Company is a party or of which any of their property is the subject that is not described in the Registration Statement, including ordinary routine litigation incidental to the business, which, if adversely decided, will have a material adverse effect upon the operations, business or assets of the Company and its subsidiaries considered as one enterprise.

The execution and delivery by the Company of the Underwriting Agreement and the Deposit Agreement, the consummation of the transactions contemplated thereby and compliance by the Company with any of the provisions thereof will not (i) conflict with, or result in a breach of any of the terms of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) or require consent under, or result in imposition of, any lien or encumbrance upon any property or assets of the Company pursuant to the terms of, any material document, agreement or other instrument of which we are aware to which the Company is a party or by which it is bound, or (ii) conflict with or violate any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Company of which we are aware.

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SCHEDULE V

Preferred Stock

$1.00 par value

DELAYED DELIVERY CONTRACT

The Bear Stearns Companies Inc.

383 Madison Ave.

New York, New York 10179

Attention:

Dear Sirs:

The undersigned hereby agrees to purchase from The Bear Stearns Companies Inc. (the “Company”), and the Company agrees to sell to the undersigned on                 , 2006 (the “Delivery Date: ),                  shares of the Company’s [insert title of security] (the “Securities”), offered by the Company’s Prospectus dated              , 2006, as supplemented by its Prospectus Supplement dated              , 2006, receipt of which is hereby acknowledged, at a purchase price of              and on the further terms and conditions set forth in this contract.

Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or its order by wire transfer of federal funds, at the offices of Bear, Stearns & Co. Inc., 383 Madison Ave, New York, New York 10179, on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date.

The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date, and the obligations of the Company to sell and deliver Securities on the Delivery Date, shall be subject only to the conditions (and neither party shall incur any liability by reason of the failure thereof) that (i) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned to which the undersigned is subject and (2) the Company, on or before            , 2006, shall have sold to the Underwriters of the Securities (the “Underwriters”) such number of shares of the Securities as is to be sold to them pursuant to the Underwriting Agreement dated         , 2006, between the Company and Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment.

Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.

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By the execution hereof, the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms.

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

It is understood that the Company will not accept Delayed Delivery Contracts for an aggregate number of shares of Securities in excess of            and that the acceptance of any Delayed Delivery Contracts is in the Company’s sole discretion and, without limiting the foregoing, need not be acceptable to the Company, it requested that the Company sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such copy is so mailed or delivered.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State, without giving effect to conflicts of laws principles.

		Yours very truly,
		(Name of Purchaser)
		By:
			Name:
			Title:
			(Address of Purchaser)
Accepted as of the date first above written
THE BEAR STEARNS COMPANIES INC.
By:
	Name:
	Title:

32

PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows:     (Please print)

	Telephone No.
Name	(including Area Code)

33

SCHEDULE VI

1.They are independent public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1934 Act (collectively, the “Acts”) and the applicable published rules and regulations thereunder.

2.In their opinion, the consolidated financial statements and supporting schedules of the Company, audited by them and incorporated by reference in the Registration Statement and the Final Prospectus, comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the related published rules and regulations.

3.They have performed certain specified procedures, not constituting an audit, including a reading of the unaudited interim consolidated financial statements of the Company incorporated by reference in the Registration Statement and of the latest available unaudited interim consolidated financial data of the Company; a reading of the minutes of the meetings and consents of the stockholders, the Board of Directors and the Executive Committee of the Board of Directors of the Company and of each of the Significant Subsidiaries (as such term is defined in Rule 405 of Regulation C of the Regulations) of the Company since the end of the most recent fiscal year with respect to which an audit report has been issued; inquiries of certain officials of the Company and such Significant Subsidiaries who have responsibility for financial and accounting matters with respect to the unaudited consolidated financial statements incorporated by reference in the Registration Statement and Final Prospectus and the latest available unaudited interim consolidated financial data of the Company.

4.Nothing came to their attention as a result of the foregoing procedures that caused them to believe that:

(a)(i)The unaudited consolidated financial statements described in paragraph 3 above incorporated by reference in the Registration Statement and the Final Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Acts and with the related published rules and regulations and (ii) the unaudited consolidated financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements; or

(b)(i)The unaudited consolidated financial statements described in paragraph 3 are not stated on a basis substantially consistent with that of the audited consolidated financial statements, or (ii) as of a specified date not more than five days prior to the date of such letter and as of the date of the latest available unaudited consolidated monthly financial data of the Company, there was any change in the capital stock or long-term indebtedness of the Company and its subsidiaries or any decrease in the stockholders’ equity of the Company, in each case as compared with the amounts shown on the most recent unaudited consolidated statement of financial condition of the Company included and incorporated by reference in the Registration Statement and Final Prospectus, or (iii) during the period from the date of such statement of financial condition to the date of the latest available unaudited consolidated financial data of the Company,

34

there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, income before extraordinary item, if any, and net income of the Company and its subsidiaries, except in each such case for changes or decreases set forth in or contemplated by the Registration Statement and Final Prospectus or except for such changes or decreases set forth in such letter.

5.They have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in certain specified Items of the Company’s Annual Report on Form 10-K, incorporated in the Registration Statement and the Final Prospectus, and the information included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included or incorporated in the Company’s Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation.

6.In addition to the examination referred to in their report included or incorporated by reference in the Registration Statement and the Final Prospectus, and the limited procedures referred to in paragraph 3 above, they have provided such additional information as the Underwriters reasonably request with respect to certain amounts, percentages and financial information which are included or incorporated by reference in the Registration Statement and Final Prospectus, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting records or computations therefrom.

35

SCHEDULE VII

The Deposit Agreement has been duly authorized, executed and delivered by the Depositary and constitutes the legal, valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

36

EX-4.A.3

Exhibit 4(a)(3)

THE BEAR STEARNS COMPANIES INC.

TO

JPMORGAN CHASE BANK, N.A.

TRUSTEE

INDENTURE

Dated as of [•], 2006

Subordinated Debt Securities

Reconciliation and tie between
Trust Indenture Act of 1939
and Indenture

Trust Indenture Act Section		Indenture Section
§310	(a)(1)	6.9
	(a)(2)	6.9
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	6.8, 6.10
§311	(a)	6.13(a), (c)
	(b)	6.13(b), (c)
	(b)(2)	7.3(a)(ii), 7.3(b)
§312	(a)	7.1, 7.2(a)
	(b)	7.2(b)
	(c)	7.2(c)
§313	(a)	7.3(a)
	(b)(1)	Not Applicable
	(b)(2)	7.3(b)
	(c)	7.3(c)
	(d)	7.3(d)
§314	(a)	7.4
	(b)	Not Applicable
	(c)(1)	1.2
	(c)(2)	1.2
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.2
§315	(a)	6.1(a)
	(b)	6.2, 7.3(a)(6)
	(c)	6.1(b)
	(d)	6.1(c)
	(d)(1)	6.1(a)(i), (c)(i)
	(d)(2)	6.1(c)(ii)
	(d)(3)	6.1(c)(iii)
	(e)	5.14
§316	(a)	1.1
	(a)(1)(A)	5.2, 5.12
	(a)(1)(B)	5.13
	(a)(2)	Not Applicable
	(b)	5.8
§317	(a)(1)	5.3
	(a)(2)	5.4
	(b)	10.3
§318	(a)	1.8

Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.1	Definitions	1
Section 1.2	Compliance Certificates and Opinions	8
Section 1.3	Form of Documents Delivered to Trustee	9
Section 1.4	Acts of Holders	9
Section 1.5	Notices, Etc., to Trustee and Company	11
Section 1.6	Notice to Holders of Securities; Waiver	11
Section 1.7	Language of Notices, Etc	12
Section 1.8	Conflict with Trust Indenture Act	12
Section 1.9	Effect of Headings and Table of Contents	12
Section 1.10	Successors and Assigns	12
Section 1.11	Separability Clause	12
Section 1.12	Benefits of Indenture	12
Section 1.13	Governing Law	13
Section 1.14	Legal Holidays	13
ARTICLE 2
SECURITY FORMS
Section 2.1	Forms Generally	13
Section 2.2	Form of Trustee’s Certificate of Authentication	14
Section 2.3	Securities in Global Form	14
ARTICLE 3
THE SECURITIES
Section 3.1	Amount Unlimited; Issuable in Series	14
Section 3.2	Denominations	17
Section 3.3	Execution, Authentication, Delivery and Dating	17
Section 3.4	Temporary Securities	19
Section 3.5	Registration, Transfer and Exchange	20
Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	23
Section 3.7	Payment of Interest; Interest Rights Preserved	24
Section 3.8	Persons Deemed Owners	26
Section 3.9	Cancellation	26
Section 3.10	Computation of Interest	27

i

ARTICLE 4
SATISFACTION AND DISCHARGE
Section 4.1	Satisfaction and Discharge of Indenture	27
Section 4.2	Application of Trust Money	28
Section 4.3	Subordination Provisions Inapplicable	28
ARTICLE 5
REMEDIES
Section 5.1	Events of Default	29
Section 5.2	Acceleration of Maturity; Rescission and Annulment	30
Section 5.3	Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee	30
Section 5.4	Trustee May File Proofs of Claim	31
Section 5.5	Trustee May Enforce Claims Without Possession of Securities or Coupons	32
Section 5.6	Application of Money Collected	32
Section 5.7	Limitation on Suits	33
Section 5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	33
Section 5.9	Restoration of Rights and Remedies	33
Section 5.10	Rights and Remedies Cumulative	34
Section 5.11	Delay or Omission Not Waiver	34
Section 5.12	Control by Holders of Securities	34
Section 5.13	Waiver of Past Defaults	34
Section 5.14	Undertaking for Costs	35
Section 5.15	Waiver of Stay or Extension Laws	35
ARTICLE 6
THE TRUSTEE
Section 6.1	Certain Duties and Responsibilities	35
Section 6.2	Notice of Default	36
Section 6.3	Certain Rights of Trustee	37
Section 6.4	Not Responsible for Recitals or Issuance of Securities	38
Section 6.5	May Hold Securities	38
Section 6.6	Money Held in Trust	38
Section 6.7	Compensation and Reimbursement	38
Section 6.8	Disqualifications; Conflicting Interests	39
Section 6.9	Corporate Trustee Required; Eligibility	39
Section 6.10	Resignation and Removal; Appointment of Successor	39
Section 6.11	Acceptance of Appointment by Successor	41
Section 6.12	Merger, Conversion, Consolidation or Succession to Business	42

ii

Section 6.13	Appointment of Authenticating Agent	42
ARTICLE 7
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	44
Section 7.2	Preservation of Information; Communications to Holders	44
Section 7.3	Reports by Trustee	45
Section 7.4	Reports by the Company	46
ARTICLE 8
CONSOLIDATION, MERGER, SALE LEASE OR CONVEYANCE
Section 8.1	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	46
Section 8.2	Rights and Duties of Successor Corporation	47
Section 8.3	Officers’ Certificate and Opinion of Counsel	47
ARTICLE 9
SUPPLEMENTAL INDENTURES
Section 9.1	Supplemental Indentures without Consent of Holders	48
Section 9.2	Supplemental Indentures with Consent of Holders	49
Section 9.3	Execution of Supplemental Indentures	50
Section 9.4	Effect of Supplemental Indentures	50
Section 9.5	Conformity with Trust Indenture Act	50
Section 9.6	Reference in Securities to Supplemental Indentures	50
Section 9.7	Subordination Unimpaired	51
ARTICLE 10
COVENANTS
Section 10.1	Payment of Principal, Premium, if any, and Interest	51
Section 10.2	Maintenance of Office or Agency	51
Section 10.3	Money for Securities Payments to Be Held in Trust	52
Section 10.4	Additional Amounts	53
Section 10.5	Statement as to Compliance; Notice of Certain Defaults	54
Section 10.6	Limitation on Liens	55
Section 10.7	Waiver of Certain Covenants	55

iii

ARTICLE 11
REDEMPTION OF SECURITIES
Section 11.1	Applicability of Article	55
Section 11.2	Election to Redeem; Notice to Trustee	55
Section 11.3	Selection by Trustee of Securities to be Redeemed	55
Section 11.4	Notice of Redemption	56
Section 11.5	Deposit of Redemption Price	57
Section 11.6	Securities Payable on Redemption Date	57
Section 11.7	Securities Redeemed in Part	58
ARTICLE 12
SINKING FUNDS
Section 12.1	Applicability of Article	58
Section 12.2	Satisfaction of Sinking Fund Payments with Securities	59
Section 12.3	Redemption of Securities for Sinking Fund	59
ARTICLE 13
REPAYMENT AT THE OPTION OF HOLDERS
Section 13.1	Applicability of Article	60
Section 13.2	Repayment of Securities	60
Section 13.3	Exercise of Option; Notice	60
Section 13.4	Election of Repayment by Remarketing Entities	61
Section 13.5	Securities Payable on the Optional Repayment Date	61
Section 13.6	Notice to Company of Option to be Repaid	61
Section 13.7	Deposit of Repayment Price	62
ARTICLE 14
MEETINGS OF HOLDERS OF SECURITIES
Section 14.1	Purposes for Which Meetings May Be Called	62
Section 14.2	Call, Notice and Place of Meetings	62
Section 14.3	Persons Entitled To Vote at Meetings	63
Section 14.4	Quorum; Action	63
Section 14.5	Determination of Voting Rights; Conduct and Adjournment of Meetings	64
Section 14.6	Counting Votes and Recording Action of Meetings	64

iv

ARTICLE 15
DEFEASANCE
Section 15.1	Applicability of Article	65
Section 15.2	Defeasance Upon Deposit of Moneys or U.S. Government Obligations	65
Section 15.3	Deposited Moneys and U.S. Government Obligations to be Held in Trust	66
Section 15.4	Repayment to Company	67
Section 15.5	Subordination Provisions Inapplicable	67
ARTICLE 16
SUBORDINATION
Section 16.1	Agreement to Subordinate	67
Section 16.2	Obligation of the Company Unconditional and Payment Permitted if no Default	69
Section 16.3	Limitations on Duties to Holders of Senior Indebtedness	69
Section 16.4	Notice to Trustee of Facts Prohibiting Payments	70
Section 16.5	Application by Trustee of Moneys Deposited With It	70
Section 16.6	Subrogation	70
Section 16.7	Subordination Rights Not Impaired by Acts or Omissions of Bank or Holders of Senior Indebtedness	71
Section 16.8	Authorization of Trustee to Effectuate Subordination of Securities	71
Section 16.9	Right of Trustee to Hold Senior Indebtedness	71
Section 16.10	Article 16 Not to Prevent Defaults (Including Events of Default)	71
Section 16.11	Article Applicable to Paying Agents	72
Section 16.12	Trustee Not Fiduciary for Holders of Senior Indebtedness	72
ARTICLE 17
MISCELLANEOUS PROVISIONS
Section 17.1	Securities in Foreign Currencies	72
Exhibit A-1	Form of Certificate of Beneficial Ownership by a Non-United States Person or by a Qualifying Foreign Branch of a United States Financial Institution	A-1
Exhibit A-2	Form of Certificate of Status as a Qualifying Foreign Branch of a United States Financial Institution	A-2

v

INDENTURE, dated as of [•], 2006 between The Bear Stearns Companies Inc., a Delaware corporation (hereinafter called the “Company”), having its principal office at 383 Madison Avenue, New York, New York 10179, and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), a corporation organized under the laws of the United States (hereinafter called the “Trustee”).

Recitals of The Company

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured and subordinated debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided.

The Company has duly authorized the execution and delivery of this Indenture and all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, in consideration of the premises and the sum of one dollar duly paid by the Company to the Trustee, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration of the premises and the purchase of the Securities by the Holders thereof it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.1Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any

computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; and

(d)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

Certain terms, used principally in Article Six, are defined in that Article.

“Act” when used with respect to any Holders has the meaning specified in Section 1.4.

“Additional Amounts” means any additional amounts which are required by a Security or by or pursuant to a Board Resolution, under circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Authorized Newspaper” means a newspaper, in an official language of the country of publication or in the English language, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.

“Bearer Security” means any Security in the form established pursuant to Section 2.1 which is payable to bearer.

“Board of Directors” means the Board of Directors of the Company, an Executive Committee of such Board of Directors or any Executive Committee of the Company, or, with respect to any series of Securities, any other committee of such Board of Directors to which such Board of Directors has delegated the authority to establish the terms and provisions of such series of Securities.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day,” except as may otherwise be provided in the form of Securities of any particular series pursuant to the provisions of this Indenture, with respect to any Place of Payment

2

means each Monday, Tuesday, Wednesday, Thursday and Friday which is neither a legal holiday nor a day on which banking institutions or trust companies in that Place of Payment are authorized or obligated by law to close.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor.

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by the Chairman, the President, any Executive Vice President or the Treasurer, and by the Secretary, an Assistant Treasurer or an Assistant Secretary of the Company, and delivered to the Trustee.

“Corporate Trust Office” means the principal office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of original execution of this Indenture is located at 4 New York Plaza, New York, New York 10004.

“Corporation” includes corporations, associations, companies and business trusts.

“Coupon” means any interest coupon appertaining to a Bearer Security.

“Default” has the meaning specified in Section 5.3.

“Defaulted Interest” has the meaning specified in Section 3.7.

“Depositary” means with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person designated as Depositary by the Company pursuant to Section 3.1 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the “Depositary” with respect to the Securities of that series.

“Discharged” has the meaning specified in Section 15.2.

“Dollars” or “$” or any similar reference shall mean the currency of the United States which at the time shall be legal tender for the payment of public and private debts, except as may otherwise be provided in the form of Securities of any particular series pursuant to the provisions of this Indenture.

“Event of Default” has the meaning specified in Section 5.1.

3

“Holder” when used with respect to any Security means in the case of a Registered Security, the Person in whose name the Security is registered in the Security Register and in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, means the bearer thereof.

“Indebtedness for Money Borrowed” means, when used with respect to the Company, (a) any obligation of, or any obligation guaranteed by, the Company, as the case may be, for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, (b) similar obligations arising from off- balance sheet guarantees and direct credit substitutes, (c) obligations associated with derivative products such as interest rate and foreign exchange rate contracts, commodity contracts and similar arrangements and (d) any deferred obligations for the payment of the purchase price of property or assets.

“Indebtedness Ranking Junior to the Securities” means any Indebtedness for Money Borrowed of the Company, whether outstanding on the date of execution of this Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks junior to and not equally with or prior to the Securities (and any other Indebtedness Ranking on a Parity with the Securities) in right of payment upon the happening of any event of the kind specified in the first sentence of the second paragraph of Section 16.1. The securing of any Indebtedness for Money Borrowed of the Company otherwise constituting Indebtedness Ranking Junior to the Securities shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking Junior to the Securities.

“Indebtedness Ranking on a Parity with the Securities” means Indebtedness for Money Borrowed of the Company, whether outstanding on the date of execution of the Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks equally with and not prior to the Securities in the right of payment upon the happening of any event of the kind specified in the first sentence of the second paragraph of Section 16.1. The securing of any Indebtedness for Money Borrowed of the Company otherwise constituting Indebtedness Ranking on a Parity with the Securities shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking on a Parity with the Securities.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Interest” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity means interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 10.4, includes such Additional Amounts.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the applicable Securities.

“Maturity” when used with respect to any Security means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided,

4

whether at the Stated Maturity or by declaration of acceleration, notice of redemption, request for repayment or otherwise.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President, any Executive Vice President, the Senior Vice President—Finance or the Treasurer, and by the Secretary, Assistant Treasurer or an Assistant Secretary of the Company, and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 12.

“Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an employee of or counsel for the Company, or other counsel who shall be acceptable to the Trustee. Each such opinion shall include the statements provided for in Section 1.2.

“Optional Repayment Date” when used with respect to any Security to be repaid upon exercise of option for repayment by the Holder means the date fixed for such repayment pursuant to this Indenture.

“Original Issue Discount Security” means a Security issued pursuant to this Indenture which provides for declaration of an amount less than the principal thereof to be due and payable upon acceleration pursuant to Section 5.2.

“Outstanding” when used with respect to Securities means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any coupons thereto appertaining, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made; and

(iii) Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders, of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, the principal amount of an Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that could be declared to be due and payable pursuant to the terms of such Original Issue Discount Security at the time the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in Section 1.4(a),

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and, provided, further, that Securities owned beneficially by the Company or any other obligor upon the Securities or any Affiliate (other than officers or directors of the Company) of the Company or such other obligor, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or any other entity or government or any agency or political subdivision thereof.

“Place of Payment” when used with respect to the Securities of any series means the place or places where, subject to the provisions of Section 10.2, the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as provided pursuant to Section 3.1.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the lost, destroyed, mutilated or stolen Security or the Security to which a mutilated, destroyed, lost or stolen coupon appertains.

“Redemption Date” when used with respect to any Security to be redeemed means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” when used with respect to any Security to be redeemed means the price at which it is to be redeemed as determined pursuant to the provisions of this Indenture.

“Registered Security” means any Security established pursuant to Section 2.1 which is registered in the Security Register.

“Regular Record Date” for the interest payable on a Registered Security on any Interest Payment Date means the date, if any, specified in such Security as the “Regular Record Date.”

“Remarketing Entity” when used with respect to Securities of any series which are repayable at the option of the Holder thereof before their Stated Maturity means any Person designated by the Company to purchase any such Securities.

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“Repayment Price” when used with respect to any Security to be repaid upon exercise of option for repayment by the Holder means the price at which it is to be repaid pursuant to this Indenture.

“Responsible Officer” when used with respect to the Trustee means any vice president (whether or not designated by a number or a word or words added before or after the title “vice president”), any assistant secretary, any senior trust officer or trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” means (a) Bear, Stearns & Co. Inc., a Delaware corporation, (b) Custodial Trust Company, a New Jersey corporation, (c) any other Subsidiary which owns, directly or indirectly, any of the Common Stock of a Restricted Subsidiary and (d) any other Subsidiary with which a Restricted Subsidiary is merged or consolidated or which acquires or succeeds to a significant portion of the business, properties or assets of a Restricted Subsidiary.

“Security” or “Securities” means any Security or Securities, as the case may be, authenticated and delivered under this Indenture.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.5.

“Senior Indebtedness” means all Indebtedness for Money Borrowed of the Company, whether outstanding on the date of execution of the Indenture or thereafter created, assumed or incurred, except Indebtedness Ranking on a Parity with the Securities or Indebtedness Ranking Junior to the Securities, and any deferrals, renewals or extensions of such Senior Indebtedness.

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of any series means a date fixed by the Trustee pursuant to Section 3.7.

“Stated Maturity” when used with respect to any Security or any installment of principal thereof or interest thereon means the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means any Person of which at the time of determination the Company and/or one or more Subsidiaries owns or controls directly or indirectly more than 50% of the shares of Voting Stock. “Wholly-owned,” when used wish reference to a Subsidiary, means a Subsidiary of which all of the outstanding capital stock (except for qualifying shares) is owned by the Company or by one or more wholly-owned Subsidiaries.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder, and if at any time there is more than one such Person,

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“Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as amended and as in force at the date as of which this instrument was executed, except as provided in Section 9.5.

“United States” or “U.S.” means, the United States of America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction.

“United States Alien” means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of foreign estate or trust.

“U.S. Government Obligations” has the meaning set forth in Section 15.2.

“Voting Stock” means stock of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person, provided that, for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered voting stock whether or not such event shall have happened.

Section 1.2Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a)a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating thereto;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been compiled with; and

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(d)a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.3Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.4Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing. If, but only if, Securities of a series are issuable Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fourteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 14.6.

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(b)The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine, and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.

(c)The ownership of Registered Securities and the principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.

(d)The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably acceptable to the Company, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount and serial numbers of Bearer Securities held by any Person and the date of holding the same may also be proved in any other manner which the Trustee deems sufficient.

(e)If the Company shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

(f)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

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Section 1.5Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a)the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention:  Corporate Trust Administration or

(b)the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of its Treasurer at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.6Notice to Holders of Securities; Waiver.

Except as otherwise expressly provided herein or in the form of Securities of any particular series pursuant to the provisions of this Indenture, where this Indenture provides for notice to Holders of Securities of any event,

(a)such notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such Notice; and

(b)such notice shall be sufficiently given to Holders of Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York and, if the Securities of such series are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest date and not later than the latest date prescribed for the giving of such notice.

In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders

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of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.7Language of Notices, Etc.

Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that, if the company so elects, any published notice may be in an official language of the country of publication.

Section 1.8Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act or otherwise conflicts with any provision of the Trust Indenture Act, such required or deemed provision or such other provision of the Trust Indenture Act shall control.

Section 1.9Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.10Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.11Separability Clause.

In case any provision in this Indenture or coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.12Benefits of Indenture.

Nothing in this Indenture or in the Securities or coupons, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders of Securities or coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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Section 1.13Governing Law.

This Indenture and the Securities and coupons shall be governed by and construed in accordance with the laws or the State of New York.

Section 1.14Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or the Securities or coupons other than a provision in the Securities which specifically states that such provision shall apply in lieu of this Section) payment of interest or any Additional Amounts or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

ARTICLE 2

SECURITY FORMS

Section 2.1Forms Generally.

The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, if any, and Securities in global form, if any, shall be in the form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. If the forms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities.

Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 3.1, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached.

The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities or coupons.

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Section 2.2Form of Trustee’s Certificate of Authentication.

The Trustee’s Certificate of Authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK, N.A., as Trustee
By:
	Authorized Signature

Section 2.3Securities in Global Form.

If Securities of a series are issuable in whole or in part in global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional Securities. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons, as shall be specified therein or in the Company Order delivered to the Trustee pursuant to Section 3.3.

ARTICLE 3

THE SECURITIES

Section 3.1Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto prior to the issuance of Securities of any series:

(a)the title of the Securities and the series in which such Securities shall be included;

(b)the limit, if any, upon the aggregate principal amount of the Securities of such title and the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7);

(c)whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa;

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(d)whether Securities of the series may be issued in whole or in part in global form and, if so, the identity of the Depositary for such Securities in global form, and the terms and conditions, if any, upon which interests in such Securities in global form may be exchanged, in whole or in part, for the individual Securities represented thereby;

(e)the date as of which any Bearer Securities of the series and any temporary Security in global form representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;

(f)if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;

(g)the date or dates on which the principal of such Securities is payable;

(h)the rate or rates at which such Securities shall bear interest, if any, or method by which such rate or rates are determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;

(i)the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on or Additional Amounts, if any, payable in respect of such Securities shall be payable, where such Securities may be surrendered for registration of transfer, where such Securities may be surrendered for exchange and where notice and demands to or upon the Company, in respect of such Securities, and this Indenture may be served and where notices to Holders pursuant to Section 1.6 will be published;

(j)the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company;

(k)the obligation, if any, of the Company to redeem, repay or purchase such Securities pursuant to any sinking fund or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities

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shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities;

(l)the denominations in which Registered Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000;

(m)if other than the principal amount thereof, the portion of the principal amount of such Securities which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;

(n)if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies, in which payment of the principal of (and premium, if any) or interest, if any, on and Additional Amounts in respect of such Securities shall be payable;

(o)if the principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

(p)if the amount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;

(q)if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(r)whether, and under what conditions, Additional Amounts will be payable to Holders of Securities of such series pursuant to Section 10.4;

(s)any Events of Default or Defaults with respect to Securities of such series, if not otherwise set forth herein;

(t)provisions, if any, for the defeasance of Securities of the series; and

(u)any other terms of such Securities (which terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series and coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’

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Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series.

If any of the terms of the Securities of any series were established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.

Section 3.2Denominations.

Unless other denominations and amounts may from time to time be fixed by or pursuant to a Board Resolution, the Registered Securities of each series, if any, shall be issuable in registered form without coupons in denominations of $1,000 and any integral multiple thereof, and the Bearer Securities of each series, if any, shall be issuable in the denomination of $5,000.

Section 3.3Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, President, Vice President serving as Chief Financial Officer or its Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company.

Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with the Board Resolution and Officers’ Certificate or supplemental indenture with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

(a)that the form and terms of such Securities and coupons, if any, have been established in conformity with the provision of this Indenture;

(b)that all conditions precedent to the authentication and delivery of such Securities together with the coupons, if any, appertaining thereto, have been complied with and that such Securities, and coupons, when authenticated and delivered by the Trustee and issued by the

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Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles;

(c)that all laws and requirements in respect of the execution and delivery by the Company of such Securities and coupons, if any, have been complied with; and

(d)as to such other matters as the Trustee may reasonably request;

provided, however, that if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of the first issuance of Securities of such series.

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken.

If the Company shall establish pursuant to Section 3.1 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, if in registered form, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect:  “Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & Co. or such other name as requested by an authorized representative of the Depository Trust Company and any payment is made to CEDE & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, CEDE & Co., has an interest herein.”  Each Depositary designated pursuant to Section 3.1 for a Registered Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

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Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any temporary Bearer Security in global form shall be dated as of the date specified as contemplated by Section 3.1.

No Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.14 executed by or on behalf of the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled.

Section 3.4Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute and deliver to the Trustee, and upon Company Order the Trustee shall authenticate and deliver, in the manner provided in Section 3.3, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as evidenced by their execution of such Securities. In the case of Securities of any series, such temporary Securities may be in global form, representing all of the Outstanding Securities of such series.

Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities of such series shall be exchangeable upon request for definitive Securities of such series containing identical terms and provisions upon surrender of the temporary Securities of such series at an office or agency of the Company maintained for such purpose pursuant to Section 10.2, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series containing identical terms and provisions; provided, however, that no definitive Bearer Security, except as provided pursuant to Section 3.1, shall be delivered in exchange for a temporary Registered Security; and provided further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer security only in compliance with the conditions set forth in Section 3.5. Unless otherwise specified as contemplated by Section 3.1 with respect to a temporary Security in global form, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

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Section 3.5Registration, Transfer and Exchange.

With respect to the Registered Securities of each series, if any, the Company shall cause to be kept, at an office or agency of the Company maintained pursuant to Section 10.2, a register (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of each series and of transfers of the Registered Securities of each series. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Registered Securities and transfers and exchanges of Registered Securities as herein provided; provided, that the Company may, from time to time, designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the Securities of one or more series, with notice to the Trustee and as provided in Section 1.6 to the Holders. At all reasonable times the Security Register shall be open for inspection by the Company. In the event that the Trustee shall not be the Security Registrar, it shall have the right to examine the Security Register at all reasonable times.

Upon surrender for registration of transfer of any Registered Security of any series at any office or agency of the Company maintained for that series pursuant to Section 10.2, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series of any authorized denominations, of a like aggregate principal amount beating a number not contemporaneously outstanding and containing identical terms and provisions.

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency of the Company maintained for that series pursuant to Section 10.2. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive.

If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.1(d) shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt

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of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form.

The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual definitive Securities of such series and of the same terms and tenor, will authenticate and deliver individual Securities of such series in definitive form in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form.

If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for individual Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of individual definitive Securities of such series, shall authenticate and deliver, without service charge:

(a)to the Depositary or to each Person specified by such Depositary a new individual Security or Securities of the same series and of the same tenor, of authorized denominations, in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Security in global form; and

(b)to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of the individual Securities delivered to Holders thereof.

In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee pursuant to a Company Order will authenticate and deliver individual Securities (i) in definitive registered form in authorized denominations if the Securities of such series are issuable as Registered Securities, (ii) in definitive bearer form in authorized denominations, with coupons attached, if the Securities of such series are issuable as Bearer Securities or (iii) as either Registered or Bearer Securities, if the Securities of such series are issuable in either form:  provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Security in global form unless the Company or its agent shall have received from the Person entitled to receive the definitive Bearer Security a certificate substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided further that delivery of a Bearer Security shall occur only outside the United States; and provided further that no definitive Bearer Security will be issued if the Company knows or has reason to know that any such certificate is false.

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Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee. Registered Securities issued in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Registered Securities to the persons in whose names such Securities are so registered or to the Depositary. The Trustee shall deliver Bearer Securities issued in exchange for a Security in global form pursuant to this Section to the Depositary or to the persons, and in such authorized denominations, the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Security in global form unless the Company or its agent shall have received from the Person entitled to receive the definitive Bearer Security a certificate substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided further that delivery of a Bearer Security shall occur only outside the United States; and provided further that no definitive Bearer Security will be issued if the Company knows or has reason to know that any such certificate is false.

At the option of the Holder, except as otherwise specified as contemplated by Section 3.1(d) and 3.1(f) with respect to a Security in global form representing Bearer Securities, Bearer Securities of any series may be exchanged for Registered Securities (if the Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series containing identical terms and provisions, of any authorized denominations of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured coupons and all matured coupons in default thereto appertaining provided, however, that delivery of a Bearer Security shall occur only outside the United States. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 10.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons on or after the Interest Payment Date of those coupons at an office or agency maintained for such purpose pursuant to Section 10.2 and located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and

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interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.

If expressly provided pursuant to Section 3.1 with respect to the Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided with respect to such series.

Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such series of Security presented) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and such Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange any Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 11.3 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture.

Section 3.6Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.

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If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security (or in exchange for the Security to which a destroyed, lost or stolen coupon appertains with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.

In case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in Section 10.2, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 3.1, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons.

Section 3.7Payment of Interest; Interest Rights Preserved.

Interest on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall, if so provided in such Security, be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest. In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date,

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such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange of such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.

Any interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

(a)The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities affected (or their respective Predecessor Securities) are registered at the close of business on a special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Registered Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior, to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of such Registered Securities at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper, customarily published in the English language on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.

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(b)The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the Trustee.

At the option of the Company, interest on Registered Securities of any series that bear interest may be paid by mailing a check to the address of the person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account designated in writing not less than sixteen days prior to the date of such payment by any such person holding $10,000,000 in principal amount of Registered Securities or such other principal amount specified in the Registered Security reasonably satisfactory to the Trustee.

Subject to the foregoing provisions of this Section and Section 3.5, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.8Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any), and (subject to Sections 3.5 and 3.7) interest on and Additional Amounts with respect to, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee, any Authenticating Agent, any Paying Agent, the Security Registrar or any Co-Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.

Section 3.9Cancellation.

All Securities and coupons surrendered for payment, redemption, repayment, registration of transfer or exchange or for credit against any sinking fund payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee, and any such Securities and coupons and

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Securities and coupons surrendered directly to the Trustee for any such purpose shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities and coupons held by the Trustee shall be destroyed by it unless by a Company Order the Company directs their return to it.

Section 3.10Computation of Interest.

Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE 4

SATISFACTION AND DISCHARGE

Section 4.1Satisfaction and Discharge of Indenture.

Upon the direction of the Company by a Company Order, this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and any right to receive Additional Amounts, as provided in Section 10.4), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(a)either

(i)all Securities theretofore authenticated and delivered and all coupons appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, (iii) coupons appertaining to Securities called for redemption or surrendered for repayment and maturing after the relevant Redemption Date or Optional Repayment Date, as appropriate, whose surrender has been waived as provided in Section 11.6, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or

(ii)all such Securities and, in the case of (1) or (2) below, any such coupons appertaining thereto not theretofore delivered to the Trustee for cancellation

(1)have become due and payable, or

(2)will become due and payable at their Stated Maturity within one year, or

(3)if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

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and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be and all Optional Repayment Dates (in the case of Securities repayable at the option of the Holders thereof);

(b)the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(c)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and it the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Section 4.2Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest and Additional Amounts for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

Section 4.3Subordination Provisions Inapplicable.

Notwithstanding anything contained herein to the contrary, any money or other property that shall have been deposited by the Company with the Trustee pursuant to Section 4.1 shall not be subject to the provisions of Article 16 of this Indenture respecting subordination of the Securities; provided, however, that said provisions respecting subordination shall continue to apply to such money or other property, if any, that has been returned to the Company or its legal representative pursuant to an order or judgment of a court or governmental authority but only to the

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extent that all obligations of the Company under this Indenture and the Securities shall be in full force and effect.

ARTICLE 5

REMEDIES

Section 5.1Events of Default.

“Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless it is inapplicable to a particular series:

(a)default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section or Section 5.3 specifically dealt with or which has been expressly included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(b)default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or

(c)the entry by a court having jurisdiction in the premises of (1) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or similar law or (2) a decree or order under any applicable federal or state law appointing a receiver or similar official of the Company or of substantially all its property, and the continuance in the case of any proceedings under clause (1) above of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(d)the commencement by the Company of a voluntary case under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee sequestrator or similar official of the Company or of substantially all its property.

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Section 5.2Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal of all the Securities of that series, or such lesser amount as may be provided for in the Securities of that series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(a)the Company has paid or deposited with the Trustee a sum sufficient to pay:

(ii)all overdue installments of interest on and any Additional Amounts payable in respect of all Securities of that series,

(iii)the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities,

(iv)to the extent that payment of such interest is lawful, interest upon overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and

(v)all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b)all Defaults with respect to Securities of that series have been remedied.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.3Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee.

“Default”, wherever used herein, means any one of the following events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) with respect to any series of Securities under this Indenture:

(a)an Event of Default has occurred with respect to such Securities specified in Section 5.1,

(b)the Company fails to pay the principal of (or premium, if any, on) any Security of such series at the Maturity thereof and such failure is continued for seven days, whether or not such payment is prohibited by Article 16 hereof; or

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the Company fails to pay any installment of interest on or any Additional Amounts payable in respect of any Security when such interest or Additional Amounts shall have become due and payable and such failure is continued for 30 days, whether or not such payment is prohibited by Article 16 hereof.

The Company covenants that, if a Default shall occur with respect to the Securities of a particular series, it will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium, if any) and interest and Additional Amounts, if any, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest or any Additional Amounts, at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

If a Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series and any related coupons by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.4Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a)to file and prove a claim for the whole amount or such lesser amount as may be provided for in the Securities of that series, of principal (and premium, if any) and interest and any Additional Amounts owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders allowed in such judicial proceeding, and

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(b)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities and coupons to make such, payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities and coupons, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or coupon in any such proceeding.

Section 5.5Trustee May Enforce Claims Without Possession of Securities or Coupons.

All rights of action and claims under this Indenture or any of the Securities or coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities and coupons in respect of which such judgment has been recovered.

Section 5.6Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any), interest or any Additional Amounts, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST:  To the payment of all amounts due the Trustee under Section 6.7; and

SECOND:  Subject to Article 16, to the payment of the amounts then due and unpaid upon the Securities and coupons for principal (and premium, if any) and interest and any Additional Amounts payable in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and coupons for principal (and premium, if any), interest and Additional Amounts, respectively; and

THIRD:  The balance, if any, to the Person or Persons entitled thereto.

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Section 5.7Limitation on Suits.

No Holder of any Security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a)such Holder has previously given notice to the Trustee of a continuing Default with respect to the Securities of that series;

(b)the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Default in its own name as Trustee hereunder;

(c)such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(d)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e)no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or Holders of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Section 5.8Unconditional Right of Holders to Receive Principal, Premium and Interest.

Subject only to the provisions of Article 16, the Holder of any Security or coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Sections 3.5 and 3.7) interest on and any Additional Amounts in respect of such Security or payment of such coupon on the respective Stated Maturity or Maturities expressed in such Security or coupon (or, in the case of redemption or repayment, on the Redemption Date or the Optional Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.9Restoration of Rights and Remedies.

If the Trustee or any Holder of a Security or coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and the Holders of Securities and coupons shall, subject to any determination in such proceeding, be restored severally and respectively to

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their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 5.10Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Securities or coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be.

Section 5.12Control by Holders of Securities.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that

(a)such direction shall not be in conflict with any rule of law or with this Indenture or expose the Trustee to personal liability,

(b)the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(c)such direction is not unduly prejudicial to the rights of other Holders of Securities of such series.

Section 5.13Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default

(a)in the payment of the principal of (and premium, if any) or interest on or Additional Amounts payable in respect of any Security of such series, or

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(b)in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.14Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security or coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit, other than the Trustee, of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, including the Trustee, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, the Trustee or by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of any Security or coupon for the enforcement of the payment of the principal of (and premium, if any) or interest on or any Additional Amounts in respect of any Security or the payment of any coupon on or after the respective Stated Maturity or Maturities expressed in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Optional Repayment Date, as the case may be) or interest on any overdue principal of any Security.

Section 5.15Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not binder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 6

THE TRUSTEE

Section 6.1Certain Duties and Responsibilities.

(a)Except during the continuance of an Event of Default or Default,

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(ii)the Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(iii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b)In case a Default has occurred and is continuing the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c)No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(ii)this subsection shall not be construed to limit the effect of subsection (a) of this Section;

(iii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(iv)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 6.2Notice of Default.

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 7.3(c), notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (and premium, if any) or interest on, or any Additional

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Amounts with respect to, any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of Securities and coupons of such series; and provided further, that in the case of any default of the character specified in Section 5.1(a) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, a Default, with respect to Securities of such series.

Section 6.3Certain Rights of Trustee.

Except as otherwise provided in Section 6.1:

(a)the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 3.3 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c)whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bed faith on its part, rely upon an Officers’ Certificate;

(d)the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

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(g)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 6.4Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, and in any coupons shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 6.5May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section 6.6Money Held in Trust.

Money held by the Trustee or any Paying Agent in trust hereunder need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

Section 6.7Compensation and Reimbursement.

The Company agrees

(a)to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b)except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c)to indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including

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the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

The obligations of the Company under this Section 6.7 shall not be subordinated to the payment of Senior Indebtedness pursuant to Article 16. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on particular Securities.

Section 6.8Disqualifications; Conflicting Interests.

The Trustee shall comply with the terms of Section 310(b) of the Trust Indenture Act; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

Section 6.9Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000.000 and subject to supervision or examination by Federal or State authority. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 6.10Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11.

(b)The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.

(c)The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

(d)If at any time:

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(i)the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or

(ii)the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder of a Security, or

(iii)The Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder of a Security who has been a bona fide Holder of a Security of any series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.

(e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall not have been appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by Section 6.11, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(f)The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities of such series are issued as Bearer Securities, by publishing notice of such event in an Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

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Section 6.11Acceptance of Appointment by Successor.

(a)In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b)In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successor Trustee relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture other than as hereinafter expressly set forth, and each such successor Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

(c)Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all

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such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d)No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 6.12Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merge, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 6.13Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less that $5,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without

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the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.

The provisions of Sections 3.8, 6.4 and 6.5 shall be applicable to each Authenticating Agent.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

[NAME OF TRUSTEE]
	As Trustee

By
	As Authenticating Agent
By
	Authorized Signatory

If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not comply

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with Section 1.2) by the Company, shall appoint in accordance with this Section 6.14 an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

ARTICLE 7

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee:

(a)semi-annually, not later than April 15 and October 15 each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such series as of the April 1 and October 1 preceding such April 15 or October 15, and

(b)at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished,

provided, however, that, so long as the Trustee is the Security Registrar, no such list shall be required to be furnished.

Section 7.2Preservation of Information; Communications to Holders.

(a)The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities (i) contained in the most recent list furnished to the Trustee for each series as provided in Section 7.1, (ii) received by the Trustee for each series in the capacity of Security Registrar if the Trustee is then acting in such capacity and (iii) filed with it within the two preceding years pursuant to Section 7.3(c)(ii). The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished, and may destroy, not earlier than two years after filing, any information filed with it pursuant to Section 7.3(c)(ii).

(b)If three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of such series with respect to their rights under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at its election, either

(i)afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.2(a), or

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(ii)inform such applicants as to the approximate number of Holders of Securities whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.2(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of Securities whose name and address appears in the information preserved at the time by the Trustee in accordance with Section 7.2(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders of Securities with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c)Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 7.2(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.2(b).

Section 7.3Reports by Trustee.

(a)Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, a brief report dated as of such May 15, in accordance with and to the extent required under Section 313 of the Trust Indenture Act.

(b)Reports pursuant to this Section shall be transmitted by mail:

(i)to all Holders of Registered Securities, as the names and addresses of such Holders appear in the Security Register;

(ii)to such Holders of Bearer Securities as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose; and

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(iii)except in the case of reports pursuant to subsection (b) of this Section, to each Holder of a Security whose name and address is preserved at the time by the Trustee, as provided in Section 1.2(a).

(c)A copy of each such report shall, at the time of such transmission to Holders of Securities, be filed by the Trustee with each stock exchange upon which the Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

Section 7.4Reports by the Company.

The Company shall:

(a)file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b)file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(c)transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 7.3(c), with respect to reports pursuant to Section 7.3(a), such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

ARTICLE 8

CONSOLIDATION, MERGER, SALE LEASE OR CONVEYANCE

Section 8.1Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions.

The Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other corporation, provided that in any such case, (i) either the corporation shall be the continuing corporation, or the successor corporation shall be a corporation organized and existing under the laws of the United States of America or a State thereof and

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such successor corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any), any interest on, and any Additional Amounts payable pursuant to Section 10.4 with respect to, all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental Indenture satisfactory to the Trustee, executed and delivered to the Trustee by such successor corporation and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition.

Section 8.2Rights and Duties of Successor Corporation.

In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation shall be relieved of any further obligation under this Indenture and the Securities and coupons. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities and coupons issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities or coupons which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities and coupons which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities and coupons so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and coupons had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities and coupons thereafter to be issued as may be appropriate.

Section 8.3Officers’ Certificate and Opinion of Counsel.

The Trustee, subject to the provisions of Sections 6.1 and 6.3, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption and any such supplemental indenture, if any, complies with the provisions of this Article and that all conditions precedent herein provided relating to such transactions have been complied with.

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ARTICLE 9

SUPPLEMENTAL INDENTURES

Section 9.1Supplemental Indentures without Consent of Holders.

Without the consent of any Holders of Securities or coupons, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a)to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or

(b)to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(c)to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal (or premium, if any) on Registered Securities or of principal (or premium, if any) or any interest on Bearer Securities, to permit Registered Securities to be exchanged for Bearer Securities or to permit or facilitate the issuance of Securities in uncertified form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or

(d)to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; or

(e)to establish the form or terms of Securities of any series as permitted by Sections 2.5 and 3.1; or

(f)to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(g)to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interest of the Holders of Securities of any series or any related coupons in any material respect; or

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(h)to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or

(i)to add any additional Defaults or Events of Default (and if such Defaults or Events of Default are to be applicable to less than all series of Securities, stating that such Defaults or Events of Default are expressly being included solely to be applicable to such series); or

(j)to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided such action shall not adversely affect the interest of the Holders of the Securities of any series or any appurtenant coupons in any material respects; or

(k)to secure the Securities pursuant to Section 10.6.

Section 9.2Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than 662/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental Indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(a)change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption thereof, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(i) and permitted by Section 9.1(i)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment an or after the Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date or Optional Repayment Date, as the case may be), or

(b)reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 14.4 for quorum or voting, or

(c)modify any of the provisions of this Section, or Section 5.13, or Section 10.7, except to increase any such percentage or to provide that certain other provisions of this Indenture

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cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or

(d)adversely affect the right to repayment, if any, of Securities of any series at the option of the Holders thereof.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Art shall approve the substance thereof.

Section 9.3Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.4Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any coupons appertaining thereto shall be bound thereby.

Section 9.5Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

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Section 9.7Subordination Unimpaired.

No supplemental indenture entered into under this Article 9 shall modify, directly or indirectly, the provisions of Article 16 or the definition of Senior Indebtedness in Section 1.1 in any manner that might alter or impair the subordination of the Securities with respect to Senior Indebtedness then outstanding unless each holder of such Senior Indebtedness has consented thereto in writing.

ARTICLE 10

COVENANTS

Section 10.1Payment of Principal, Premium, if any, and Interest.

The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and premium, if any), interest on and any Additional Amounts payable in respect of the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Any interest due on and any Additional Amounts payable in respect of Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable as provided in Section 10.4 in respect of principal of (or premium, if any, on) such a Security, shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature.

Section 10.2Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United Stases) may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the United States where Securities of such series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 10.4); provided, however, that if the Securities of such series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented

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and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 10.4) at the place specified for the purpose pursuant to Section 3.1, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

Except as otherwise provided in the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, payment of principal of and any premium and interest in U.S. dollars (including Additional Amounts payable in respect thereof) on any Bearer Security may be made at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series and any related coupons may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise set forth in a Board Resolution or indenture supplemental hereto with respect to a series of Securities, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as the Company’s office or agency for each of such purposes in such city.

Section 10.3Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any), or interest on, any of the Securities of that series, segregate and hold in trust for the benefit of the Person entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any), or interest on, any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

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The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will

(a)hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b)give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the Securities of that series; and

(c)at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Except as otherwise provided in the form of Securities of any particular series pursuant to the provisions of this Indenture, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series or any appurtenant coupons or any money on deposit with the Trustee or any Paying Agent representing amounts deducted from the Redemption Price or Repayment Price with respect to unmatured coupons not presented upon redemption or exercise of the Holder’s option for repayment pursuant to Section 11.6 or 13.3 and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or any coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment or to be mailed to Holders of Registered Securities, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.4Additional Amounts.

If the Securities of a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of any series or any coupon appertaining thereto Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context,

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the payment of the principal of (or premium, if any) or interest on, or in respect of, any Security of any series or any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the terms of such Security and this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made, and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal (and premium, if any) or interest on the Securities of that series shall be made to Holders of Securities of that series or the related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Security and the first paragraph of this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

Section 10.5Statement as to Compliance; Notice of Certain Defaults.

(a)The Company will deliver to the Trustee, within 120 days after the end of each fiscal year (which on the date hereof ends on June 30), a written statement, which need not comply with Section 1.2, signed by the principal executive officer, principal financial officer or principal accounting officer of the Company, that

(i)a review of the activities of the Company and its subsidiaries during such year and of performance under this Indenture has been made under his supervision, and

(ii)to the best of his knowledge, based on such review, (a) the Company has fulfilled all of its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, a Default or an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof.

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(b)The Company will deliver to the Trustee, within five days after the occurrence thereof, written notice of any event which after notice or lapse of time or both would become an Event of Default pursuant to clause (a) of Section 5.1.

Section 10.6Limitation on Liens.

The Company will not, and will not permit any Restricted Subsidiary to, incur, issue, assume, guarantee or suffer to exist any indebtedness for borrowed money if such indebtedness is secured by a pledge of, lien on or security interest in any shares of Voting Stock of any Restricted Subsidiary without effectively providing that the Securities shall be secured equally and ratably with such indebtedness.

Section 10.7Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 10.4 to 10.6, inclusive, with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE 11

REDEMPTION OF SECURITIES

Section 11.1Applicability of Article.

Securities of any series which are redeemable at the option of the Company before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 3.1 for Securities of any series) this Article.

Section 11.2Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, the principal amount of Securities of such series to be redeemed and the relevant terms of the Securities to be redeemed.

Section 11.3Selection by Trustee of Securities to be Redeemed.

If less than all the Securities of any series having the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption

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Date by the Trustee from the Outstanding Securities of such series having such terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or any integral multiple thereof which is also an authorized denomination) of the principal amount of Registered Securities on Dearer Securities (if issued in more than one authorized denomination) of such series of a denomination larger than the minimum authorized denomination for Securities of such series.

The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or is to be redeemed.

Section 11.4Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section 1.6, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed (which shatter period shall be acceptable to the Trustee), to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for redemption as a whole or in past, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof.

Any notice that is mailed to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice.

All notices of redemption shall state:

(a)the Redemption Date,

(b)the Redemption Price and accrued interest, if any,

(c)if less than all Outstanding Securities of any series are to be redeemed, the Identification (and, in the case of par in redemption, the principal amount) of the particular Securities to be redeemed,

(d)in case any Registered Security is to be redeemed in past only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Registered Security or Registered Securities of authorized denominations for the principal amount thereof remaining unredeemed,

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(e)that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed, and, if applicable that interest thereon shall cease to accrue on and after said date,

(f)the Place or Places of Payment where such Securities, together, in the case of Bearer Securities with all coupons appertaining thereto, it any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price, and

(g)that the redemption is for a sinking fund, if such is the case.

A notice of redemption published as contemplated by Section 1.6 need not identify particular Registered Securities to be redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

Section 11.5Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect thereto, all the Securities or portions thereof which are to be redeemed on that date; provided, however, that deposits with respect to Bearer Securities shall be made with a Paying Agent or Paying Agents located outside the United States except as otherwise provided in Section 10.2, unless otherwise specified as contemplated by Section 3.1.

Section 11.6Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest (and any Additional Amounts) to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States except as otherwise provided in Section 10.2), and provided, further, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates according to their terms and the provisions of Section 3.7.

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If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest (and any Additional Amounts) represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside of the United States except as otherwise provided in Section 10.2.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 11.7Securities Redeemed in Part.

Any Registered Security which is to be redeemed only in part shall be surrendered at any office or agency of the Company maintained for that purpose pursuant to Section 10.2 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE 12

SINKING FUNDS

Section 12.1Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except otherwise specified as contemplated by Section 3.1 for Securities of such series or as otherwise permitted or required by any form of Security of such series issued pursuant to this Indenture.

The minimum amount of may sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment” and any payment in excess of such minimum amount provided for by the terms of Securities of such series is herein referred to as an “optional sinking fund payment.”  If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

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Section 12.2Satisfaction of Sinking Fund Payments with Securities.

The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of a series to be made pursuant to the terms of such Securities as provided for by the teams of such series, (1) deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption), together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If, as a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section 12.2, the principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the Company.

Section 12.3Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having bees duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.

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ARTICLE 13

REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1Applicability of Article.

Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with their terms and (except as otherwise specified pursuant to Section 3.1 for Securities of such series) in accordance with this Article.

Section 13.2Repayment of Securities.

Each Security which is subject to repayment in whole or in part at the option of the Holder thereof on an Optional Repayment Date shall be repaid at the applicable Repayment Price together with interest accrued to such Optional Repayment Date as specified pursuant to Section 3.1.

Section 13.3Exercise of Option; Notice.

Each Holder desiring to exercise his option for repayment shall, as conditions to such repayment, surrender the Security to be repaid in whole or in part together with written notice of the exercise of such option at any office or agency of the Company in a Place of Payment, not less than 30 nor more than 60 days prior to the Optional Repayment Date, provided, however, that surrender of Bearer Securities together with written notice of exercise of such option shall be made at an office or agency located outside the United States except as otherwise provided in Section 10.2. Such notice, which shall be irrevocable, shall specify the principal amount of such Security to be repaid, which shall be equal to the minimum authorized denomination for such Security or an integral multiple thereof, and shall identify the Security to be repaid and, in the case of a partial repayment of the Security, shall specify the denomination or denominations of the Security or Securities of the same series to be issued to the Holder for the portion of the principal of the Security surrendered which is not to be repaid.

If any Bearer Security surrendered for repayment shall not be accompanied by all unmatured coupons and all matured coupons in default, such Bearer Security may be paid after deducting from the Repayment Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company anti the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Repayment Price, such Holder shall be entitled to receive the amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only upon presentation and surrender of such coupons at an office or agency located outside the United States except as otherwise provided in Section 10.2.

The Company shall execute and the Trustee shall authenticate and deliver without service charge to the Holder of any Registered Security so surrendered a new Registered Security or Securities of the same series, of like terms and tenor and of any authorized denomination as specified

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in the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Registered Security so surrendered which is not to be repaid.

The Company shall execute and the Trustee shall authenticate and deliver without service charge to the Holder of any Bearer Security so surrendered a new Registered Security or Securities or new Bearer Security or Securities (and all appurtenant unmatured coupons and matured coupons in default) or any combination thereof of the same series of like terms and tenor and of any authorized denomination or denominations as specified in the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Security so surrendered which is not to be paid; provided, however, that the issuance of a Registered Security therefor shall be subject to applicable laws and regulations, including provisions of the United States federal income tax laws and regulations in effect at the time of the exchange neither the Company, the Trustee nor the Security Registrar shall issue Registered Securities for Bearer Securities if it has received an Opinion of Counsel that ass result of such issuance the Company would suffer adverse consequences under the United States federal income tax laws then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such issuances thereafter unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Security Registrar.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the repayment of Securities shall relate, in the case of any Security repaid or to be repaid only in past, to the portion of the principal of such Security which has been or is to be repaid.

Section 13.4Election of Repayment by Remarketing Entities.

The Company may elect, in such manner which is reasonably satisfactory to the Trustee, with respect to Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity, at any time prior to any Optional Repayment Date to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment Price, Securities of such series from the Holders thereof who give notice and surrender their Securities in accordance with Section 13.3.

Section 13.5Securities Payable on the Optional Repayment Date.

Notice of exercise of the option of repayment having been given and the Securities so to be repaid having been surrendered as aforesaid, such Securities shall, unless purchased in accordance with Section 13.4, on the Optional Repayment Date become due and payable at the price the therein specified and from and after Optional, Repayment Date such Securities shall cease to bear interest and shall be paid on the Optional Repayment Date, and the coupons for such interest appertaining to Bearer Securities so to be repaid, except to the extent provided above, shall be void, unless the Company shall default in the payment of such price, in which case the Company shall continue to be obligated for the principal amount of such Securities and shall be obligated to pay interest on such principal amount at the rate borne by such Securities from time to time until payment in full of such principal amount.

Section 13.6Notice to Company of Option to be Repaid.

Notice of exercise of the option for repayment having been given and the Securities so to be repaid having been surrendered as aforesaid, the Trustee shall give notice to the Company in the

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manner provided in Section 1.5 not less than 25 days prior to the Optional Repayment Date of such Optional Repayment Dale and of the principal amount of Securities to be repaid.

Section 13.7Deposit of Repayment Price.

On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee or with a Paying Agent or, if the Company is acting as its own Paying Agent, segregate and hold in trust (as provided in Section 10.3), an amount of money sufficient to pay the Repayment Price of and (except if the Optional Repayment Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect thereto, all the Securities or portions thereof which are to be repaid on that date, provided, however, the deposits with respect to Bearer Securities shall be made with a Paying Agent or Paying Agents located outside the United States except as otherwise provided in Section 10.2, unless otherwise specified as contemplated by Section 3.1.

ARTICLE 14

MEETINGS OF HOLDERS OF SECURITIES

Section 14.1Purposes for Which Meetings May Be Called.

If Securities of a series are issuable in whole or in part as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series.

Section 14.2Call, Notice and Place of Meetings.

(a)The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 14.1, to be held at such tune and at such place in the Borough of Manhattan, The City of New York, or in London, as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

(b)In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 14.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section.

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Section 14.3Persons Entitled To Vote at Meetings.

To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 14.4Quorum; Action.

The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series provided, however, that, if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 662/3% in principal amount of the Outstanding Securities of a series, the Persons entitled to vote 662/3% in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting, Notice of the reconvening of any adjourned meeting shall be given as provided in Section 14.2(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum.

Except as limited by the proviso to Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section 9.2, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 662/3% in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of 662/3% in principal amount of the Outstanding Securities of that series; and provided, further, that, except as limited by the proviso to Section 9.2, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series.

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Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting.

Section 14.5Determination of Voting Rights; Conduct and Adjournment of Meetings.

(a)Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.4 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof.

(b)The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.

(c)At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series held or represented by him (calculation of such amount shall take into account (1) the provisions of clause (iii) of the definition of the term “Outstanding”, and (2) the amount, if any, established with respect to such Security pursuant to Section 3.1(m)); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.

(d)Any meeting of Holders of Securities of any series duly called pursuant to section 14.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice.

Section 14.6Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers

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of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 14.2 and, if applicable, Section 14.4. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence at the matters therein stated.

ARTICLE 15

DEFEASANCE

Section 15.1Applicability of Article.

If pursuant to Section 3.1 provision is made for the defeasance of Securities of a series and if the Securities of such series are Registered Securities and denominated and payable only in Dollars (except as provided pursuant to Section 3.1) then the provisions of this Article shall be applicable except as otherwise specified pursuant to Section 3.1 for Securities of such series. Defeasance provisions, if any, for Bearer Securities may be specified pursuant to Section 3 1.

Section 15.2Defeasance Upon Deposit of Moneys or U.S. Government Obligations.

At the Company’s option, written notice of which shall be provided to the Trustee by the Company, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to Securities of any series on the 91st day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 8.1 or 10.6 with respect to Securities of any series (and, if so specified pursuant to Section 3.1, any other restrictive covenant added for the benefit of such series pursuant to Section 3.1) at any time after the applicable conditions set forth below have been satisfied:

(1)the Company shall have deposited or caused to be deposited irrevocably with the Trustees trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations (as defined below) that through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest an, the Outstanding Securities of such series on the dates such installments of interest or principal and premium are due;

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(2)if the Securities of such series are then listed on the New York Stock Exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company’s exercise of its option under this Section would not cause such Securities to be delisted;

(3)the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that no Default or event (including such deposit) that, with notice or lapse of time, or both, would become a Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(4)the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such option bad not been exercised; and

(5)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided relating to defeasance of Securities under this Indenture have been complied with.

“Discharged” means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations wider, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series (and the Trustee, upon the request of and at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the rights of Holders of Securities of such series to receive, from the trust fund described in clause (1) above, payment of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to the Securities of such series under Sections 3.4, 3.5, 3.6, 10.2, 15.3 and 15.4 and (C) the obligations of the Company to the Trustee under Section 6.7 and, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3.

“U.S. Government Obligations” means securities that are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, that in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

Section 15.3Deposited Moneys and U.S. Government Obligations to be Held in Trust.

Subject to the provisions of the last paragraph of Section 10.3, all moneys and U.S. Government Obligations deposited with the Trustee pursuant to Section 15.2 in respect of Securities of a

66

series shall be held in trust and applied by it, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon for principal (and premium, if any) and interest if any, but such money need not be segregated from other funds except to the extent required by law.

Section 15.4Repayment to Company.

The Trustee and any Paying Agent shall promptly pay or return to the Company upon Company Request any moneys or U.S. Government Obligation held by them at any time that are not required for the payment of the principal of (and premium, if any) and interest on the Securities of any series for which money or U.S. Government Obligations have been deposited pursuant to Section 15.2.

The provisions of the last paragraph of Section 10.3, shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Maturity of any Securities for which money or US. Government Obligations have been deposited pursuant to Section 15.2.

Section 15.5Subordination Provisions Inapplicable.

Notwithstanding anything contained herein by the contrary, any money or other property that shall have been deposited by the Company with the Trustee pursuant to this Article 15 shall not be subject to the provisions of Article 16 of this Indenture respecting subordination of the Securities.

ARTICLE 16

SUBORDINATION

Section 16.1Agreement to Subordinate.

The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of a Security likewise covenants and agrees by his or her acceptance thereof, that the obligation of the Company to make any payment on account of the principal of (and premium, if any) and interest on each and all of the Securities shall be subordinate and junior in right of payment to the Company’s obligations to the holders of Senior Indebtedness.

In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal of (or premium, if any) or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders, together with the holders of Indebtedness Ranking on a Parity with the Securities,

67

shall be entitled ratably to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest, if any, on the Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any Indebtedness Ranking Junior to the Securities or any capital stock. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Holders) for the benefit of and shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee or custodian for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of (or premium, if any) or interest, if any, on the Securities for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture.

The Holders of Securities and the Trustee, in respect of any claims of such Holders to payment of any principal, premium or interest in respect of any Securities, by their acceptance thereof will be deemed to have waived any right of set-off or counterclaim that such Holders or (subject to Section 6.7) the Trustee, respectively, in such respect, might otherwise have.

The securing of any Indebtedness Ranking on a Parity with the Securities or Indebtedness Ranking Junior to the Securities shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking on a Parity with the Securities or Indebtedness Ranking Junior to the Securities, respectively.

The Company shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Company as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Securities under this Section. The Trustee, subject to the provisions of Section 6.1, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from the Company or any one or more holders of Senior Indebtedness or any trustee

68

therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article 16, the Trustee and Holders shall be entitled to rely conclusively upon a certificate of the liquidating trustee or agent, or any order or decree entered by a court of competent jurisdiction, or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, and the Trustee, subject to the provisions of Article 6, and the Holders of the Securities shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of the Securities for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent to this Article 16. In the absence of any such liquidating trustee, agent or other Person, the Trustee, subject to Section 6.1, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution pursuant to this Section 16.1, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section 16.1, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 16.2Obligation of the Company Unconditional and Payment Permitted if no Default.

Subject to the provisions of this Article 16 and the terms of the Securities, nothing contained in this Article 16 or elsewhere in this Indenture is intended to or shall impair, as between the Company and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to such Holders the principal of (and premium, if any) and interest on the Securities when, where and as the same shall become due and payable, all in accordance with the terms of the Securities, or is intended to or shall affect the relative rights of such Holders and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 16 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

Section 16.3Limitations on Duties to Holders of Senior Indebtedness.

In the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest on, any Senior Indebtedness beyond any applicable period of grace, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred

69

and be continuing, or would occur as a result of the payment referred to hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment of principal of, or premium (if any) or interest, if any, on the Securities, or in respect of any redemption, exchange, retirement, purchase or other acquisition of any of the Securities, shall be made by the Company.

Section 16.4Notice to Trustee of Facts Prohibiting Payments.

Notwithstanding any of the provisions of this Article 16 or any other provision of this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any facts that would prohibit the making of any payment of funds to or by the Trustee unless and until a Responsible Officer of the Trustee assigned to its Corporate Trust Division shall have received at the Corporate Trust Office written notice thereof from the Company or from one or more holders of Senior Indebtedness or from any trustee therefor who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such a holder or trustee; and, prior to the receipt of such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if prior to the fifth Business Day preceding the date upon which by the terms hereof any such funds may become payable, or if prior to the third Business Day preceding the date of the execution of instruments pursuant to Section 4.1 acknowledging satisfaction and discharge of this Indenture, the Trustee shall not have received with respect to such funds the notice provided for in this Section 16.4, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and/or apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it on or after such date; provided, however, no such application shall affect the obligations under this Article 16 of the Persons receiving such moneys from the Trustee.

Section 16.5Application by Trustee of Moneys Deposited With It.

Anything in this Indenture to the contrary notwithstanding, any deposit of a sum by the Company with the Trustee or any agent (whether or not in trust) for any payment of the principal of (and premium, if any) or interest on any Securities shall, except as provided in Section 16.4, be subject to the provisions of Section 16.1.

Section 16.6Subrogation.

Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness until the Securities shall be paid in full, and none of the payments or distributions to the holders of such Senior Indebtedness to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article 16 or of payments over, pursuant to the provisions of this Article 16, to the holders of such Senior Indebtedness by the Holders of such Securities or the Trustee shall, as among the Company, its creditors other than the holders of such Senior Indebtedness, and the Holders of such Securities, be deemed to be a payment by the Company to or on account of such Senior Indebtedness; it being understood that the provisions of this Article are and are intended

70

solely for the purpose of defining the relative rights of the Holders of such Securities, on one hand, and the holders of the Senior Indebtedness, on the other hand.

Section 16.7Subordination Rights Not Impaired by Acts or Omissions of Bank or Holders of Senior Indebtedness.

No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof with which any such holder may have or be otherwise charged. The holders of Senior Indebtedness may, at any time or from time to time and in their absolute discretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders or the Trustee and without affecting the obligations of the Company, the Trustee or the Holders under this Article 16.

Section 16.8Authorization of Trustee to Effectuate Subordination of Securities.

Each Holder of a Security, by his or her acceptance thereof, authorizes and expressly directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate, as between the Holders and the holders of Senior Indebtedness, the subordination provided in this Article 16. If, in the event of any proceeding or other action relating to the Company referred to in the second paragraph of Section 16.1, a proper claim or proof of debt in the form required in such proceeding or action is not filed by or on behalf of the Holders prior to fifteen days before the expiration of the time to file such claim or claims, then the holder or holders of Senior Indebtedness shall have the right to file and are hereby authorized to file an appropriate claim for and on behalf of the Holders.

Section 16.9Right of Trustee to Hold Senior Indebtedness.

The Trustee shall be entitled to all of the rights set forth in this Article 16 in respect of any Senior Indebtedness at any time held by it in its individual capacity to the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

Section 16.10Article 16 Not to Prevent Defaults (Including Events of Default).

The failure to make a payment pursuant to the terms of the Securities by reason of any provision in this Article 16 shall not be construed as preventing the occurrence of a Default (including an Event of Default, if any).

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Section 16.11Article Applicable to Paying Agents.

The term “Trustee” as used in this Article 16 shall (unless the context shall otherwise require) be construed as extending to and including each Paying Agent appointed by the Company and acting hereunder within its meaning as fully for all intents and purposes as if the Paying Agent were named in this Article 16 in addition to or in place of the Trustee; provided, however, that Sections 16.4 and 16.9 shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent.

Section 16.12Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

ARTICLE 17

MISCELLANEOUS PROVISIONS

Section 17.1Securities in Foreign Currencies

Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of Security of any particular series, any amount in respect of any Security denominated in a currency other than United States dollars shall be treated for any such action or distribution as that amount of United States dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee.

*   *   *   *   *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

72

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

THE BEAR STEARNS COMPANIES INC.
By
	JPMORGAN CHASE BANK, N.A.
	By

73

EXHIBIT A-1

[Form of Certificate of Beneficial Ownership by a Non-United States Person
or by a Qualifying Foreign Branch of a United States Financial Institution]

Certificate

THE BEAR STEARNS COMPANIES INC.

[Insert title or sufficient description of
Securities to be delivered]

Reference is hereby made to the Indenture dated as of [•], 2006 (the “Indenture”) between The Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A., as trustee (the “Trustee”), covering the above-captioned Securities. This is to certify that as of the date hereof, [except as provided in the following paragraph hereof]^*, none of                    principal amount of Securities credited to you for our account is being acquired by or on behalf of United States Persons, as defined below, or persons who have purchased such Securities for offer to resell or for resale to United States Persons, other than a Qualifying Foreign Branch of a United States Financial Institution, as defined below that is not purchasing for offer to resell or for resale inside the United States. If we are a Qualifying Foreign Branch of a United States Financial Institution holding securities for our own account, we enclose herewith a certificate in the form of Exhibit A-2 to the Indenture. We undertake to advise you by tested telex followed by written confirmation if the above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Securities in bearer form as to all of such Securities with respect to such of said Securities as then appear in your books as being held for our account. We understand that this certificate is required in connection with United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings with respect to the matter covered by this certificate. “United States Person” shall mean a citizen or resident of the United Stares of America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction (the “United States”), a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or an estate or trust that is subject to United Slates federal income taxation regardless of the source of its income. A “Qualifying Foreign Branch of a United States Financial Institution” shall mean a branch located outside the United States of a United States securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its

*  Delete if inappropriate

A-1

trade or business that agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) or the United States Internal Revenue Code of 1986 and the regulations thereunder.

[This certificate excepts and does not relate to                   principal amount of Securities credited to you for our account and to which we are not now able to make the certification set forth above. We understand that definitive Securities cannot be delivered until we are able to so certify with respect to such principal amount of Securities.]^*

Dated:                  , 20   

[To be dated on or after
                      , 20   (the
date determined as provided
in the Indenture)]

[Name of Person Entitled to Receive Bearer
Security]

(Authorized Signatory)

Name

Title

*  Delete if inappropriate

A-2

EXHIBIT A-2

[Forum of Certificate of Status as a
Qualifying Foreign Branch of a United States Financial Institution]

Certificate

THE BEAR STEARNS COMPANIES INC.

[Insert title or sufficient description of Securities to be delivered]

Reference is hereby made to the Indenture dated as of [•], 2006 (the “Indenture”), between The Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A. as trustee, relating to the offering of the above-captioned Securities (the “Securities”). Unless herein defined, terms used herein have the same meaning as given to them in the Indenture.

The Securities are intended to be obligations “targeted to foreign markets” for purposes of the United States Internal Revenue Code of 1986 and the regulations thereunder. Accordingly, the undersigned represents that it is a branch located outside the United States of a United States securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and agrees that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the regulations thereunder and is not purchasing for offer to resell or for resale inside the United States. We undertake to advise you by tested telex followed by written confirmation if the statement in the immediately preceding sentence is not correct on the date of delivery of the above-captioned Securities in bearer form.

We understand that this certificate is required in connection with the United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding with respect to the matters covered by this certificate.

Dated:                 , 20   

[To be dated on or after
                  , 20   (the
date determined as provided in the Indenture)]

[Name of Person Entitled to Receive Bearer Security]
	(Authorized Signatory)
Name
Title

EX-4.B.3

Exhibit 4(b)(3)

Form of Subordinated Medium-Term Note, Series C (Fixed Rate)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED	$
No. FX –	CUSIP #

THE BEAR STEARNS COMPANIES INC.

SUBORDINATED MEDIUM-TERM NOTE, SERIES C
(FIXED RATE)

Interest Rate:
Interest Payment Date(s):
Original Issue Date:	Redeemable On and After:
Maturity Date:	Optional Repayment Date(s):
Minimum Denominations:

THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on the Maturity Date shown above (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to the Interest Rate shown above until the principal hereof is fully paid or duly made available for payment. The Company will pay interest (computed on the basis of a 360-day year of twelve 30-day months) in arrears on                    of each year (each an “Interest Payment Date”) commencing with the Interest Payment Date next following the Original Issue Date specified above (the “Original Issue Date”) provided that, if the Original Issue Date is later than the Regular Record Date (as defined below) and prior to the next succeeding Interest Payment Date, interest shall be so payable commencing with the second Interest Payment Date following the Original Issue Date, and on the Maturity Date, the Redemption Date, if any, or the Optional Repayment Date, if any, on said principal amount at the Interest Rate per annum specified above. Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from the Original Issue Date shown above until the principal hereof has been paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on the Interest Payment Date referred to above, will, as provided in the Subordinated Indenture referred to below, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the date, whether or not a Business Day (as defined below), 15 calendar days immediately preceding such Interest Payment Date, unless otherwise specified on the face hereof; provided, however, that interest payable on the Maturity Date, Redemption Date or Optional Repayment Date will be payable to the Person to whom the principal hereof shall be payable; and provided, further, however, that if an Interest Payment Date, Maturity Date, Redemption Date or Optional Repayment Date would fall on a day that is not a Business Day, the related payment of principal, premium, if any, or interest shall be made on the following day that is a Business Day and, unless otherwise specified on the face hereof, no interest shall accrue for the period from and after that Interest Payment Date, Maturity Date, Redemption Date or Optional Repayment Date, as the case may be, to the next Business Day. “Business Day” means any day that is not a Saturday or Sunday, and that is not a day on which banking institutions in New York City generally are authorized or required by law or executive order to close. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, all as more fully provided in the Subordinated Indenture.

Payment of the principal of and interest on this Note shall be made at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debt; provided, however, that payment of interest on any Interest Payment Date (other than the Maturity Date or Redemption Date or Optional Repayment Date, if any) may be made at the option of the Company by check mailed to the address

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of the Person entitled thereto as such address shall appear in the Security Register, or by wire transfer of immediately available funds, if the registered holder of at least $10,000,000 in principal amount (or such other principal amount specified on the face hereof) of Notes entitled to such interest has so requested by a notice in writing delivered to the Trustee not less than 16 days prior to the Interest Payment Date on which such payment is due, which notice shall provide appropriate instructions for such transfer.

The principal hereof and interest due at maturity will be paid upon maturity in immediately available funds against presentation of this Note at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATED TO THE SUBORDINATION OF THIS NOTE TO THE ISSUERS SENIOR INDEBTEDNESS, AS DEFINED ON THE REVERSE HEREOF.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

This Note is one of the series of Subordinated Medium-Term Notes, Series C, of the Company.

Unless the certificate of authentication hereon has been executed by JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), the Trustee under the Subordinated Indenture, or its successor thereunder by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Subordinated Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:
	THE BEAR STEARNS COMPANIES INC.
	By:
ATTEST:
Secretary
[Corporate Seal]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Subordinated Indenture.

JPMORGAN CHASE BANK, N.A., as Trustee
By:
	Authorized Signature

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[Reverse of Note]

THE BEAR STEARNS COMPANIES INC.

SUBORDINATED MEDIUM-TERM NOTE, SERIES C
(FIXED RATE)

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, all such Securities issued and to be issued under the Subordinated Indenture dated as of [         ], as amended (herein called the “ Subordinated Indenture”) between the Company and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Subordinated Indenture), to which  Subordinated Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and limitations of rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Subordinated Indenture, Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different repayment provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Subordinated Indenture provided or permitted. This Note is one of a series of the Securities designated as Subordinated Medium-Term Notes, Series C (the “Notes”). The Notes of this series may be issued at various times with different maturity dates, redemption dates and different principal repayment provisions, may bear interest at different rates and may otherwise vary, all as provided in the Subordinated Indenture.

This Note and all other obligations of the Company under the Subordinated Indenture will constitute part of the subordinated debt of the Company, and will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Subordinated Indenture, to all Senior Indebtedness of the Company. The Subordinated Indenture defines Senior Indebtedness as “Indebtedness for Money Borrowed,” whether outstanding on the date of the Subordinated Indenture or thereafter created, assumed or incurred, except “Indebtedness Ranking on a Parity with the Securities” or “Indebtedness Ranking Junior to the Securities” and any deferrals, renewals or extensions of the Senior Indebtedness. Each Holder of this Note, by accepting the same (a) agrees to and shall be bound by such subordination provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any such purposes.

If so specified on the face of this Note, this Note may be redeemed by the Company on and after the date so indicated on the face hereof. If no such date is set forth on the face hereof, this Note may not be redeemed prior to maturity. On and after such date, if any, from which this Note may be redeemed, unless otherwise specified on the face hereof, this Note may be redeemed in whole or in part in increments of $1,000 (provided, unless a different minimum denomination is

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set forth on the face hereof, that any remaining principal amount of this Note shall be at least $25,000) at the option of the Company, at a redemption price equal to 100% of the principal amount to be redeemed, together with interest thereon payable to the Redemption Date, on notice given, unless otherwise specified on the face hereof, not more than 60 nor less than 30 days prior to the Redemption Date. If less than all the Outstanding Notes having such terms as specified by the Company are to be redeemed, the particular Notes to be redeemed shall be selected by the Trustee not more than 60 days prior to the Redemption Date from the Outstanding Notes having such terms as specified by the Company not previously called for redemption, by such method as the Trustee shall deem fair and appropriate. The notice of such redemption shall specify which Notes are to be redeemed. In the event of redemption of this Note, in part only, a new Note or Notes in authorized denominations for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.

If so specified on the face of this Note, this Note will be subject to repayment at the option of the Holder hereof on the Optional Repayment Date(s). Except as set forth in the next paragraph, if no Optional Repayment Date is set forth on the face hereof, this Note may not be repaid at the option of the Holder prior to maturity. Unless otherwise specified on the face hereof, on and after the Optional Repayment Date, if any, from which this Note may be repaid at the option of the Holder, this Note shall be repayable in whole or in part in increments of $1,000 (provided, unless a different minimum denomination is set forth on the face hereof, that any remaining principal amount of this Note shall be at least $25,000) at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the Optional Repayment Date. For this Note to be repaid in whole or in part at the option of the Holder hereof, the Trustee must receive not less than 30 nor more than 60 days prior to the Optional Repayment Date (i) this Note with the form entitled “Option to Elect Repayment,” which appears below, duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of this Note, the certificate number of this Note or a description of this Note’s tenor or terms, the principal amount of this Note to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form entitled “Option to Elect Repayment,” which appears below, duly completed, will be received by the Trustee no later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and this Note and such form duly completed are received by the Trustee by such fifth Business Day. Exercise of the repayment option shall be irrevocable.

If an Event of Default with respect to the Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Notes due and payable in the manner and with the effect provided in the Subordinated Indenture.

If a Default with respect to the Notes shall occur and be continuing, the Trustee may, subject to certain limitations and conditions, seek to enforce its rights and the rights of the holders of the Notes for the performance of any covenant or agreement in the Subordinated Indenture and may demand that the Company pay to it the whole amount then due and payable on such Notes.

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The Subordinated Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Subordinated Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in aggregate principal amount of the Securities at the time Outstanding of each series affected thereby. The Subordinated Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of each series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Holders of Securities may not enforce their rights pursuant to the Subordinated Indenture or the Securities except as provided in the Subordinated Indenture. No reference herein to the Subordinated Indenture and no provision of this Note or the Subordinated Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Subordinated Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, and this Note duly executed by, the Holder hereof or by his attorney duly authorized in writing and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

Unless otherwise specified on the face hereof, the Notes are issuable only in registered form without coupons in denominations of $25,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Subordinated Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denomination as requested by the Holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to the due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The interest rate payable with respect to this Note shall in no event be higher than the maximum rate, if any, permitted by applicable law.

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All capitalized terms used in this Note and not otherwise defined herein shall have the meanings assigned to them in the Subordinated Indenture.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common
TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT -			Custodian
		(Cust)		(Minor)
		Under Uniform Gifts to Minors Act
		(State)

Additional abbreviations may also be used though not in the above list.

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion thereof specified below) pursuant to its terms on                         , 20       (the “Optional Repayment Date”) at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned at

(Please print or typewrite name and address of the undersigned.)

For this Note to be repaid the Trustee must receive at 4 New York Plaza, New York, New York 10004, Attention: Debt Operations — 13th Floor, or at such other place or places of which the Company shall from time to time notify the Holder of this Note, not more than 60 days nor less than 30 days prior to the Optional Repayment Date, this Note with this “Option to Elect Repayment” form duly completed.

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If less than the entire principal amount of this Note is to be repaid, specify the portion thereof (which shall be increments of $1,000) which the Holder elects to have repaid: $                                  ; and specify the denomination or denominations (which, unless a different minimum denomination is set forth on the face hereof, shall be $25,000 or an integral multiple of $1,000 in excess of $25,000) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid):  $                          .

Date:
	Note: The signature to this Option to Elect Repayment must correspond with the same as written upon the face of this Note in every particular without alteration or enlargement.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated:

(Signature Guarantee)

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EX-4.B.4

Exhibit 4(b)(4)

Form of Subordinated Medium-Term Note, Series C (Floating Rate)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED	$
No. FL-	CUSIP #

THE BEAR STEARNS COMPANIES INC.

SUBORDINATED MEDIUM-TERM NOTE, SERIES C
(FLOATING RATE)

Original Issue Date: Maturity Date: Interest Rate Basis: Initial Interest Rate: Index Maturity: Spread (plus or minus): Maximum Interest Rate: Minimum Interest Rate: Minimum Denominations: Interest Reset Date(s): Interest Reset Period: Interest Payment Date(s): Interest Payment Period: Redeemable On and After: Optional Repayment Date(s):

THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on the Maturity Date shown above (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to the Initial Interest Rate shown above until the first Interest Reset Date shown above following the Original Issue Date shown above and thereafter at a rate determined in accordance with the provisions on the reverse hereof under the heading “Determination of Commercial Paper Rate,” “Determination of LIBOR,” “Determination of Federal Funds Rate,” “Determination of Treasury Rate,” “Determination of Prime Rate” or “Determination of CMT Rate” depending upon whether the Interest Rate Basis is Commercial Paper Rate, LIBOR, Federal Funds Rate, Treasury Rate, Prime Rate or CMT Rate, as indicated above, until the principal hereof is fully paid or duly made available for payment. The Company will pay interest monthly, quarterly, semiannually or annually as indicated above on each Interest Payment Date shown above commencing with the first Interest Payment Date shown above immediately following the Original Issue Date shown above, and on the Maturity Date or, if applicable, the Redemption Date or Optional Repayment Date; provided, however, that if the Original Issue Date shown above is between a Regular Record Date (as defined below) and an Interest Payment Date, interest payments will commence on the Interest Payment Date following the next succeeding Regular Record Date; and provided, further, however, that if an Interest Payment Date, Maturity Date, Redemption Date or Optional Repayment Date would fall on a day that is not a Business Day (as defined on the reverse hereof), unless otherwise specified on the face hereof, the related payment of principal, premium, if any, or interest shall be made on the following day that is a Business Day, and no interest shall accrue for the period from and after that Interest Payment Date, Maturity Date, Redemption Date or Optional Repayment Date, as the case may be, to the next Business Day. In the event the Interest Rate Basis is LIBOR, as indicated above, if such next Business Day falls in the next calendar month, principal, premium, if any, or interest will be paid on the preceding day that is a Business Day, provided that any such Business Day is also a London Banking Day (as defined on the reverse hereof), with respect to such LIBOR Note. Except as provided above and in the Subordinated Indenture referred to on the reverse hereof, interest payments will be made on the Interest Payment Dates shown above. The “Regular Record Date” shall be the date whether or not a Business Day 15 calendar days immediately preceding such Interest Payment Date, unless otherwise specified on the face hereof.

The interest so payable, and punctually paid or duly provided for, on the Interest Payment Dates referred to above, will, as provided in the Subordinated Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, provided, however, that interest payable on the Maturity Date, or if applicable, the Redemption Date or Optional Repayment Date, will be paid to the Person to whom the principal of this Note is payable. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, all as more fully provided in the Subordinated Indenture.

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Payment of the principal of and interest on this Note shall be made at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debt; provided, however, that payment of interest on any Interest Payment Date (other than the Maturity Date or Redemption Date or Optional Repayment Date, if any) may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or by wire transfer of immediately available funds, if the registered holder of at least $10,000,000 in principal amount (or such other principal amount specified on the face hereof) of Notes entitled to such interest has so requested by a notice in writing delivered to the Trustee not less than 16 days prior to the Interest Payment Date on which such payment is due, which notice shall provide appropriate instructions for such transfer.

The principal hereof and interest due at maturity will be paid upon maturity in immediately available funds against presentation of this Note at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATED TO THE SUBORDINATION OF THIS NOTE TO THE ISSUERS SENIOR INDEBTEDNESS, AS DEFINED ON THE REVERSE HEREOF.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

This Note is one of the series of Subordinated Medium-Term Notes, Series C, of the Company.

Unless the certificate of authentication hereon has been executed by JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), the Trustee under the Subordinated Indenture, or its successor thereunder by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Subordinated Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:
	THE BEAR STEARNS COMPANIES INC.
	By:
ATTEST:
Secretary
[Corporate Seal]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Subordinated Indenture.

JPMORGAN CHASE BANK, as Trustee
By:
	Authorized Signature

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[Reverse of Note]

THE BEAR STEARNS COMPANIES INC.

SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(FLOATING RATE)

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, all such Securities issued and to be issued under the Subordinated Indenture dated as of [            ], as amended (herein called the “Subordinated Indenture”), between the Company and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Subordinated Indenture), to which Subordinated Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and limitations of rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Subordinated Indenture, Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different repayment provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Subordinated Indenture provided or permitted. This Note is one of a series of the Securities designated as Subordinated Medium-Term Notes, Series B (the “Notes”). The Notes of this series may be issued at various times with different maturity dates, redemption dates and different principal repayment provisions, may bear interest at different rates and may otherwise vary, all as provided in the Subordinated Indenture.

This note and all other obligations of the Company hereunder will constitute party of the subordinated debt of the Company, and will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Subordinated Indenture, to all Senior Indebtedness of the Issuer. The Subordinated Indenture defines Senior Indebtedness as “Indebtedness for Money Borrowed,” whether outstanding on the date of the Subordinated Indenture or thereafter created, assumed or incurred, except “Indebtedness Ranking on a Parity with the Securities” or “Indebtedness Ranking Junior to the Securities” and any deferrals, renewals or extensions of the Senior Indebtedness.

The interest payable on this Note on each Interest Payment Date will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date, except that the interest payment at the Maturity Date, Redemption Date or Optional Repayment Date will include interest accrued to but excluding such date. Accrued interest from the Original Issue Date or from the last date to which interest has been paid is calculated by multiplying the principal amount hereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factors calculated for each day from the Original Issue Date, or from the last date to which interest has been paid, to the date for which accrued interest is being calculated. The interest factor (expressed as a decimal calculated to seven decimal places without

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rounding) for each such day is computed by dividing the interest rate applicable to such day by 360, in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes, or by the actual number of days in the year, in the case of Treasury Rate Notes. With respect to CMT Rate Notes, interest is calculated on the basis of twelve 30-day months and a 360-day year. The interest rate in effect on each day will be (a) if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to such Interest Reset Date or (b) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate as specified on the face hereof and (ii) the interest rate in effect for the ten calendar days immediately prior to maturity will be that in effect on the tenth calendar day preceding maturity. Notwithstanding the foregoing, if the rate at which interest is payable is adjusted daily or weekly, such rate of interest shall be adjusted until the Interest Reset Date immediately preceding the Maturity Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. All percentages resulting from any calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percent, with five one-millionths of a percent being rounded upwards. In addition, the interest rate hereon shall in no event be higher than the maximum rate, if any, permitted by applicable law.

Commencing with the first Interest Reset Date shown on the face hereof following the Original Issue Date, and thereafter on each succeeding Interest Reset Date specified on the face hereof, the rate at which interest on this Note is payable shall be adjusted daily, weekly, monthly, quarterly, semiannually or annually as specified on the face hereof under “Interest Reset Date(s).” Each such adjusted rate shall be applicable on and after the Interest Reset Date to which it relates to but not including the next succeeding Interest Reset Date or until the Maturity Date or, if applicable, the Redemption Date or Optional Repayment Date, as the case may be. The Interest Reset Date will be, if this Note resets daily, each Business Day; if this Note resets weekly, the Wednesday of each week (with the exception of weekly reset Treasury Rate Notes which will reset the Tuesday of each week, except as specified below); if this Note resets monthly, the third Wednesday of each month; if this Note resets quarterly, the third Wednesday of March, June, September and December; if this Note resets semiannually, the third Wednesday of the two months specified on the face hereof; and if this Note resets annually, the third Wednesday of the month specified on the face hereof. Subject to applicable law and except as specified herein, on each Interest Reset Date, the rate of interest on this Note shall be the rate determined in accordance with the provisions applicable below, plus or minus the Spread (as specified on the face hereof), if any. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the next preceding Business Day. “Business Day” means (i) with respect to any Note, any day that is not a Saturday or Sunday, and that is neither a legal holiday nor a day on which banking institutions or trust companies in New York City are authorized or obligated by law to close, and (ii) with respect to LIBOR Notes only, a London Banking Day. A “London Banking Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

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The Interest Determination Date pertaining to an Interest Reset Date will be, if the Interest Rate Basis is Commercial Paper Rate or Federal Funds (Effective) Rate, the Business Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date will be, if the Interest Rate Basis is LIBOR, the second London Banking Day preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date will be, if the Interest Rate Basis is Treasury Rate, the day of the week in which such Interest Reset Date falls on which Treasury bills (as defined below) of the Index Maturity specified on the face hereof are auctioned. Treasury bills normally are auctioned on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as a result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. Interest payable hereon will be payable monthly, quarterly, semiannually or annually (the “Interest Payment Period”) as specified on the face hereof. The Interest Determination Date pertaining to an Interest Reset Date will be, if the Interest Rate Basis is Prime Rate or Federal Funds (Open) Rate, the same day as such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date will be, if the Interest Rate Basis is CMT Rate, the tenth Business Day prior to each Interest Reset Date. Unless otherwise shown on the face hereof, interest will be payable, if this Note resets daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, of each year; if this Note resets quarterly, on the third Wednesday of March, June, September and December, of each year; if this Note resets semiannually, on the third Wednesday of the two months of each year specified on the face hereof; and if this Note resets annually, on the third Wednesday of the month specified on the face hereof (each such date being an “Interest Payment Date”) and in each case, at maturity or, if applicable, upon redemption or optional repayment.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is “Commercial Paper Rate,” the interest rate shall equal (a) the Money Market Yield (as defined below) on the applicable Interest Determination Date of the rate for commercial paper having the Index Maturity specified on the face hereof (i) as published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected Interest Rates,” or any successor publication (“H.l5(519)”), under the heading “Commercial Paper—Nonfinancial” or (ii) in the event that such rate is not published on the Calculation Date (as defined below) pertaining to such Interest Determination Date, then as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate under the heading “Commercial Paper—Nonfinancial” or (b) if neither of such yields is published by 3:00 P.M., New York City time, on such Calculation Date, the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, of three leading dealers of commercial paper in The City of New York selected by JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as Calculation Agent (or any successor calculation agent, or any other Calculation Agent named on the face hereof, the “Calculation Agent”), on that Interest Determination Date, for commercial paper of the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized rating agency, in each of the above cases, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof; provided, however, that if such dealers are not quoting as mentioned above, the interest rate in effect hereon until the Interest Reset Date next succeeding the Interest Reset Date to which such Interest

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Determination Date relates shall be the rate in effect on the Interest Determination Date next preceding such Interest Reset Date.

“Money Market Yield” shall be a yield calculated in accordance with the following formula:

Money Market Yield	=	D x 360	x 100
		360 – (D x M)

where “D” refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Determination of LIBOR. If the Interest Rate Basis specified on the face hereof is “LIBOR,” the interest rate shall equal, as specified on the face hereof, either (a) the offered rates for deposits in U.S. dollars having the Index Maturity specified on the face hereof, commencing on the second London Banking Day immediately following the applicable Interest Determination Date which appears on Telerate Page 3750 (or such other page as may replace Telerate Page 3750 for the purpose of displaying London interbank rates of major banks), as of 11:00 A.M., London time, on such Interest Determination Date adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof (“LIBOR Telerate”) or (b) the arithmetic mean, as determined by the Calculation Agent, of the offered rates for deposits in U.S. dollars having the Index Maturity specified on the face hereof, commencing on the second London Banking Day immediately following the applicable Interest Determination Date which appears on the Reuters Screen LIBO Page (or such other page as may replace such Reuters Screen LIBO Page for the purpose of displaying London interbank rates of major banks), as of 11:00 A.M., London time, on such Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page (or such other page as may replace such page) (“LIBOR Reuters”); provided, however, that if no such rate appears on Telerate Page 3750 (or such other page as may replace such page) or if fewer than two offered rates appear on the Reuters Screen LIBO Page (or such other page as may replace such page), the Calculation Agent shall request the principal London office of each of four major banks in the London interbank market selected by the Calculation Agent to provide a quotation of the rate at which such bank offered to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such Interest Determination Date, deposits in U.S. dollars having the Index Maturity specified on the face hereof commencing on the second London Banking Day immediately following such Interest Determination Date and in a principal amount equal to an amount not less than U.S. $1,000,000 that is representative of a single transaction in such market at such time, and such rate of interest hereon shall equal the arithmetic mean of (a) such quotations, if at least two quotations are provided, or (b) if less than two quotations are provided, the rates quoted at approximately 11:00 A.M., New York City time, on such Interest Determination Date by three major banks in The City of New York, selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having the Index Maturity specified on the face hereof commencing on the second London Banking Day immediately following such Interest Determination Date and in a principal amount as aforesaid, in either case, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof; provided, however, that if the three banks selected as aforesaid by the Calculation Agent are not quoting as mentioned above, the interest rate in effect hereon until the Interest Reset Date next succeeding the Interest Reset

8

Date to which such Interest Determination Date relates shall be the rate in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of Federal Funds Rate. If the Interest Rate Basis specified on the face hereof is “Federal Funds Rate,” the interest rate shall equal either the Federal Funds (Effective) Rate or the Federal Funds (Open) Rate.

Unless otherwise specified on the face hereof, the Federal Funds (Effective) Rate shall equal (a) the rate on the applicable Interest Determination Date specified on the face hereof for Federal Funds as published in H.15(519) under the heading “Federal funds (effective)” on Telerate page 120 or any successor service or page, or (b) if such rate is not so published on the Calculation Date pertaining to such Interest Determination Date, then the rate on the applicable Interest Determination Date as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate under the heading “Federal Funds/Effective Rate.”

Unless otherwise specified on the face hereof, the Federal Funds (Open) Rate shall equal the rate on the applicable Interest Determination Date specified on the face hereof for Federal Funds as reported on Telerate Page 5 under the heading “Federal Funds/Open.”

If (a) the applicable Federal Funds (Effective) Rate described above or (b) the Federal Funds (Open) Rate described above is not published by 3:00 P.M., New York City time, on the relevant Calculation Date, then the Federal Funds (Effective) Rate and the Federal Funds (Open) Rate, as applicable, will be calculated by the Calculation Agent as the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent as of 11:00 A.M., New York City time, on such Interest Determination Date, in each of the above cases, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof; provided, however, that if such brokers are not quoting as mentioned above, the interest rate in effect hereon until the Interest Reset Date next succeeding the Interest Reset Date to which such Interest Determination Date relates shall be the rate in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is “Treasury Rate,” the interest rate shall equal the rate for the auction held on the applicable Interest Determination Date of direct obligations of the United States (“Treasury bills”) having the Index Maturity specified on the face hereof as published under the column designated “Invest Rate” on Telerate page 56 under the heading “US Treasury 3 MO T-Bill Auction Results” or Telerate page 57 under the heading “US Treasury 6 MO T-Bill Auction Results,” as applicable, or any successor publication, or, if not so published on the Calculation Date pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury, in either case, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof. In the event that the results are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held in a particular week, then the rate of interest herein shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the

9

secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned above, the interest rate in effect hereon until the Interest Reset Date next succeeding the Interest Reset Date to which such Interest Determination Date relates shall be the rate in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of Prime Rate. If the Interest Rate Basis specified on the face hereof is “Prime Rate,” the interest rate shall equal (a) the rate on the applicable Interest Determination Date (i) as reported on Telerate Page 5 under the heading “Bank Rates/Prime” or (ii) as published in H.15(519), under the caption “Bank Prime Loan”, (b) if the rates referred to under (a)(i) and (a)(ii) are not published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the arithmetic mean (as calculated by the Calculation Agent) of the rates of interest publicly announced by each bank named on the Reuters Screen NYMF Page (as defined below) as such bank’s prime rate or base lending rate as in effect for such Interest Determination Date as quoted on the Reuters Screen NYMF Page for such Interest Determination Date, or, if fewer than four such rates appear on the Reuters Screen NYMF Page for such Interest Determination Date, the rate shall be the arithmetic mean (as calculated by the Calculation Agent) of the prime rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on such Interest Determination Date by at least two of the three major money center banks in The City of New York selected by the Calculation Agent (after consultation with the Company) from which quotations are requested, or (c) if fewer than two quotations are provided under (b) above, the Prime Rate shall be calculated by the Calculation Agent and shall be determined as the arithmetic mean on the basis of the prime rates in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least U.S. $500 million and being subject to supervision or examination by Federal or State authority, selected by the Calculation Agent (after consultation with the Company) to quote such rate or rates, in each case adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof; provided, however, that if in any month or two consecutive months, the Prime Rate is not reported or published as provided above, and if such quotations are not available, the interest rate in effect hereon until the Interest Reset Date next succeeding the Interest Reset Date to which such Interest Determination Date relates shall be the rate in effect on the Interest Determination Date next preceding such Interest Reset Date in each case.

If this failure continues over three or more consecutive months, the Prime Rate for each succeeding Interest Determination Date until the maturity or redemption of this Note or, if earlier, until this failure ceases, shall be LIBOR determined as if this Note were a LIBOR Note, and the Spread, if any, will be the number of basis points specified on the face hereof as the “Alternate Rate Event Spread.”

“Reuters Screen NYMF Page” means the display designated as Page “NYMF” on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF Page on

10

that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Determination of CMT Rate. If the Interest Rate Basis specified on the face hereof is “CMT Rate,” the interest rate will be determined by the Calculation Agent on each Interest Determination Date in accordance with the following provisions, in each case, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof.

Unless otherwise specified on the face hereof, the CMT Rate will be:

(a)           the rate displayed on the designated CMT Telerate Page, under the caption for “... Treasury Constant Maturities... Federal Reserve Board Release H.15... Mondays Approximately 3:45 p.m.,” under the column for the designated CMT Index Maturity, for: (i) the latest rate displayed at the close of business on such Interest Determination Date if the designated CMT Telerate Page is 7051; or (ii) the average for the week, or the month, as specified on the face hereof, ended immediately before the week in which the related Interest Determination Date occurs if the designated CMT Telerate Page is 7052.

(b)           If the applicable rate specified in (a) above is not displayed on the relevant page by 3:00 p.m., New York City time on that Calculation Date, unless the calculation is made earlier and the rate is available from that source at that time on the Calculation Date, then the CMT Rate will be the Treasury constant maturity rate having the designated Index Maturity, as published in H.15(519) or another recognized electronic source for displaying the rate.

(c)           If the applicable rate specified in (b) above is not published in H.15(519) or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time on that Calculation Date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT Rate will be the Treasury constant maturity rate, or other United States Treasury rate, for the Index Maturity and with reference to the relevant Interest Determination Date, that is published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury and that the Calculation Agent determines to be comparable to the rate formerly displayed on the designated CMT Telerate Page and published in H.15(519).

(d)           If the applicable rate specified in (c) above cannot be determined, then the Calculation Agent will determine the CMT Rate to be a yield to maturity based on the average of the secondary market offered rates as of approximately 3:30 p.m., New York City time, on the relevant Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers in New York City. The Calculation Agent will select five such securities dealers after consulting with the Company, and will eliminate the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest), for the most recently issued direct noncallable fixed rate obligations of the United States Treasury (“Treasury Notes”) with an original maturity of approximately the designated Index Maturity and a remaining term to maturity of not less than the designated Index Maturity minus one year in a representative amount. If two Treasury Notes with an original maturity as described above have remaining terms to maturity equally close to the designated Index Maturity, the quotes for the Treasury Note with the shorter remaining term to maturity will be used.

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(e)           If the Calculation Agent cannot obtain three Treasury Note quotations of the kind described in the prior paragraph, the Calculation Agent will determine the CMT Rate to be the yield to maturity based on the average of the secondary market offered rates for Treasury Notes with an original maturity longer than the designated CMT Index Maturity which have a remaining term to maturity closest to the designated CMT Index Maturity and in a representative amount, as of approximately 3:30 p.m., New York City time, on the relevant Interest Determination Date of leading primary United States government securities dealers in New York City. In selecting these offered rates, the Calculation Agent will request quotations from at least five such securities dealers and will disregard the highest quotation (or if there is equality, one of the highest) and the lowest quotation (or if there is equality, one of the lowest). If two Treasury Notes with an original maturity longer than the designated CMT Index Maturity have remaining terms to maturity that are equally close to the designated CMT Index Maturity, the Calculation Agent will obtain quotations for the Treasury Note with the shorter remaining term to maturity.

(f)            If fewer than five but more than two if the leading primary United States government securities dealers  are quoting as described in the prior paragraph, then the CMT Rate for the relevant Interest Determination Date will be based on the average of the offered rates obtained, and neither the highest nor the lowest of those quotations will be eliminated.

(g)           If two or fewer leading primary United States government securities dealers selected by the Calculation Agent are quoting as described above, the CMT Rate will remain the CMT Rate then in effect on that Interest Determination Date.

The Calculation Date pertaining to an Interest Determination Date shall be the earlier of (a) the tenth calendar day after such Interest Determination Date or if any such day is not a Business Day, the next succeeding Business Day, or (b) the Business Day prior to the applicable Interest Payment Date, Maturity Date, Redemption Date or Optional Repayment Date. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing and will confirm in writing such calculation to the Trustee and any Paying Agent immediately after each determination. Neither the Trustee nor any Paying Agent shall be responsible for any such calculation. All determinations made by the Calculation Agent shall be, in the absence of manifest error, conclusive for all purposes and binding on the Company and holders of the Note. At the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if different, the interest rate that will become effective as a result of a determination made on the most recent Interest Reset Date with respect to the Note.

If so specified on the face of this Note, this Note may be redeemed by the Company on and after the date so indicated on the face hereof. If no such date is set forth on the face hereof, this Note may not be redeemed prior to maturity. On and after such date, if any, from which this Note may be redeemed, unless otherwise specified on the face hereof, this Note may be redeemed in whole or in part in increments of $1,000 (provided, unless a different minimum denomination is set forth on the face hereof, that any remaining principal amount of this Note shall be at least $25,000) at the option of the Company, at a redemption price equal to 100% of the principal amount to be redeemed, together with interest thereon payable to the Redemption Date, on notice given, unless otherwise specified on the face hereof, not more than 60 nor less than 30 days prior to the Redemption Date. If less than all the Outstanding Notes having such terms as specified by the Company are to be redeemed, the particular Notes to be redeemed shall be selected by the Trustee

12

not more than 60 days prior to the Redemption Date from the Outstanding Notes having such terms as specified by the Company not previously called for redemption, by such method as the Trustee shall deem fair and appropriate. The notice of such redemption shall specify which Notes are to be redeemed. In the event of redemption of this Note, in part only, a new Note or Notes in authorized denominations for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.

If so specified on the face of this Note, this Note will be subject to repayment at the option of the Holder hereof on the Optional Repayment Date(s). Except as set forth in the next paragraph, if no Optional Repayment Date is set forth on the face hereof, this Note may not be repaid at the option of the Holder prior to maturity. Unless otherwise specified on the face hereof, on and after the Optional Repayment Date, if any, from which this Note may be repaid at the option of the Holder, this Note shall be repayable in whole or in part in increments of $1,000 (provided, unless a different minimum denomination is set forth on the face hereof, that any remaining principal amount of this Note shall be at least $25,000) at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the Optional Repayment Date. For this Note to be repaid in whole or in part at the option of the Holder hereof, the Trustee must receive not less than 30 nor more than 60 days prior to the Optional Repayment Date (i) this Note with the form entitled “Option to Elect Repayment,” which appears below, duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of this Note, the certificate number of this Note or a description of this Note’s tenor or terms, the principal amount of this Note to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form entitled “Option to Elect Repayment,” which appears below, duly completed, will be received by the Trustee no later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and this Note and such form duly completed are received by the Trustee by such fifth Business Day. Exercise of the repayment option shall be irrevocable.

If an Event of Default with respect to the Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Notes due and payable in the manner and with the effect provided in the Subordinated Indenture.

If a Default with respect to the Notes shall occur and be continuing, the Trustee may, subject to certain limitations and conditions, seek to enforce its rights and the rights of the holders of the Notes for the performance of any covenant or agreement in the Subordinated Indenture and may demand that the Company pay to it the whole amount then due and payable on such Notes.

The Subordinated Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Subordinated Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in aggregate principal amount of the Securities at the time Outstanding of each series affected thereby. The Subordinated Indenture also contains provisions permitting the Holders of specified

13

percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of each series, to waive compliance by the Company with certain provisions of the Subordinated Indenture and certain past defaults under the Subordinated Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Holders of Securities may not enforce their rights pursuant to the Subordinated Indenture or the Securities except as provided in the Subordinated Indenture. No reference herein to the Subordinated Indenture and no provision of this Note or the Subordinated Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Subordinated Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, and this Note duly executed by, the Holder hereof or by his attorney duly authorized in writing and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

Unless otherwise specified on the face hereof, the Notes are issuable only in registered form without coupons in denominations of $25,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Subordinated Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denomination as requested by the Holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to the due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The interest rate payable with respect to this Note shall in no event be higher than the maximum rate, if any, permitted by applicable law.

All capitalized terms used in this Note and not otherwise defined herein shall have the meanings assigned to them in the Subordinated Indenture.

14

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common
TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT -			Custodian
		(Cust)		(Minor)
		Under Uniform Gifts to Minors Act
		(State)

Additional abbreviations may also be used though not in the above list.

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion thereof specified below) pursuant to its terms on                           , 20     (the “Optional Repayment Date”) at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned at

(Please print or typewrite name and address of the undersigned.)

For this Note to be repaid the Trustee must receive at 4 New York Plaza, New York, New York 10004, Attention:  Debt Operations — 13th Floor, or at such other place or places of which the Company shall from time to time notify the Holder of this Note, not more than 60 days nor less than 30 days prior to the Optional Repayment Date, this Note with this “Option to Elect Repayment” form duly completed.

15

If less than the entire principal amount of this Note is to be repaid, specify the portion thereof (which shall be increments of $1,000) which the Holder elects to have repaid:  $                            ; and specify the denomination or denominations (which, unless a different minimum denomination is set forth on the face hereof, shall be $25,000 or an integral multiple of $1,000 in excess of $25,000) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid):  $                                .

Date:
	Note:  The signature to this Option to Elect Repayment must correspond with the same as written upon the face of this Note in every particular without alteration or enlargement.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated:
	(Signature Guarantee)

16

EX-4.D.14

Exhibit 4(d)(14)

BEAR STEARNS COMPANIES INC.,
as Unit Agent, as [                ], Collateral Agent,
as Trustee and Paying Agent
under the Indentures referred to herein,
and as Warrant Agent
under the Warrant Agreement referred to herein
and as Deposit Agent under
Deposit Agreement referred to herein

and

THE HOLDERS FROM TIME TO TIME
OF THE UNITS DESCRIBED HEREIN

[FORM OF UNIT AGREEMENT]

Dated as of [                ]

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01	Definitions	3
ARTICLE 2
UNITS
Section 2.01	Forms Generally	11
Section 2.02	Form of Certificate of Authentication and Countersignature	11
Section 2.03	Amount Unlimited; Issuable in Series	11
Section 2.04	Denominations	13
Section 2.05	Rights and Obligations Evidenced by the Units	13
Section 2.06	Execution, Authentication, Delivery and Dating	13
Section 2.07	Temporary Unit Certificates	14
Section 2.08	Registration of Transfer and Exchange; Global Units	14
Section 2.09	Mutilated, Destroyed, Lost and Stolen Unit Certificates	17
Section 2.10	Persons Deemed Owners	19
Section 2.11	Cancellation	19
Section 2.12	Exchange of Global Units and Definitive Units	20
ARTICLE 3
THE PURCHASE CONTRACTS; SETTLEMENT OF WARRANTS
Section 3.01	Form and Execution of Purchase Contracts; Temporary Purchase Contracts	20
Section 3.02	Number Unlimited Issuable in Series	22
Section 3.03	Countersignature, Execution on Behalf of Holder and Delivery of Purchase Contracts	23
Section 3.04	Further Provisions Relating to Issuance of Purchase Contracts	26
Section 3.05	Purchase of Purchase Contract Property; Optional Acceleration of Purchase Obligations; Authorization of Agent by Holder; Transferees Bound	26
Section 3.06	Payment of Purchase Price	27
Section 3.07	Delivery of Purchase Contract Property or Other Amounts	30
Section 3.08	Charges and Taxes	30

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ARTICLE 4
REMEDIES
Section 4.01	Acceleration of Obligations	30
Section 4.02	Unconditional Rights Under Purchase Contracts; Limitation on Proceedings by Holders	31
Section 4.03	Restoration of Rights and Remedies	32
Section 4.04	Rights and Remedies Cumulative	32
Section 4.05	Delay or Omission Not Waiver	32
Section 4.06	Waiver of Past Defaults	32
Section 4.07	Undertaking for Costs	33
Section 4.08	Waiver of Stay or Extension Laws	33
Section 4.09	Agent May File Proofs of Claims	33
Section 4.10	Suits for Enforcement	34
Section 4.11	Control by Holders	34
ARTICLE 5
SECURITY INTERESTS AND COLLATERAL AGENT
Section 5.01	Granting of Security Interests; Rights and Remedies of Collateral Agent; Perfection	34
Section 5.02	Distribution of Payments; Release of Collateral	35
Section 5.03	Certain Duties and Responsibilities of the Collateral Agent	36
Section 5.04	Knowledge of the Collateral Agent	37
Section 5.05	Certain Rights of Collateral Agent	37
Section 5.06	Compensation and Reimbursements	38
Section 5.07	Corporate Collateral Agent Required Eligibility	38
Section 5.08	Resignation and Removal; Appointment of Successor	39
Section 5.09	Acceptance of Appointment by Successor	40
Section 5.10	Merger, Conversion, Consolidation or Succession to Business	40
Section 5.11	Money Held in Trust	41
ARTICLE 6
THE AGENT
Section 6.01	Certain Duties and Responsibilities	41
Section 6.02	Notice of Default	42
Section 6.03	Certain Rights of Agent	42
Section 6.04	Not Responsible for Recitals or Issuance of Units	43
Section 6.05	May Hold Units	43
Section 6.06	Money Held in Trust	43
Section 6.07	Compensation and Reimbursement	44
Section 6.08	Corporate Agent Required; Eligibility	44

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Section 6.09	Resignation and Removal; Appointment of Successor	45
Section 6.10	Acceptance of Appointment by Successor	46
Section 6.11	Merger, Conversion, Consolidation or Succession to Business	46
Section 6.12	Appointment of Authenticating Agent	46
Section 6.13	Corporation to Furnish Agent Names and Addresses of Holders	48
Section 6.14	Preservation of Information; Communications to Holders	49
Section 6.15	No Obligation of Holder	49
Section 6.16	Tax Compliance	50
ARTICLE 7
SUPPLEMENTAL AGREEMENTS
Section 7.01	Supplemental Agreements Without Consent of Holders	51
Section 7.02	Supplemental Agreements with Consent of Holders	51
Section 7.03	Execution of Supplemental Agreements	52
Section 7.04	Effect of Supplemental Agreements	53
Section 7.05	Reference to Supplemental Agreements	53
ARTICLE 8
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Section 8.01	Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions	53
Section 8.02	Rights and Duties of Successor Corporation	53
Section 8.03	Opinion of Counsel to Agent	54
ARTICLE 9
COVENANTS
Section 9.01	Performance Under Purchase Contracts	54
Section 9.02	Maintenance of Office or Agency	54
Section 9.03	Money for Payments to Be Held in Trust	55
Section 9.04	Statements of Officers of the Corporation as to Default	56
[Section 9.05	Luxembourg Publications	56]
ARTICLE 10
REDEMPTIONS
Section 10.01	Optional Redemption of Purchase Contracts; Redemption Upon Redemption of Debt Securities	56
Section 10.02	Notice of Redemption; Partial Redemptions	57
Section 10.03	Payment of Purchase Contracts Called for Redemption	58

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Section 10.04	Exclusion of Certain Purchase Contracts from Eligibility for Selection for Redemption	58
ARTICLE 11
MISCELLANEOUS PROVISIONS
Section 11.01	Incorporators, Stockholders, Officers and Directors of the Corporation Immune from Liability	59
Section 11.02	Compliance Certificates and Opinions	59
Section 11.03	Form of Documents Delivered to Agent or Collateral Agent	60
Section 11.04	Acts of Holders	60
Section 11.05	Notices, Etc	61
Section 11.06	Notices to Holders; Waiver	61
Section 11.07	Effect of Headings and Table of Contents	62
Section 11.08	Successors and Assigns	62
Section 11.09	Separability Clause	62
Section 11.10	Benefits of Agreement	62
Section 11.11	Governing Law	63
Section 11.12	Legal Holidays	63
Section 11.13	Counterparts	63
Section 11.14	Appointment of Certain Agents	63
Section 11.15	Inspection of Agreement	63

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UNIT AGREEMENT, dated as of [                       ], by and among the Bear Stearns Companies Inc., a Delaware corporation (the “Corporation”), [                             ], a                                 corporation (“Agent”), acting solely as unit agent and collateral agent under this Agreement (in its capacity as unit agent, the “Unit Agent”, and, in its capacity as collateral agent, the “Collateral Agent”), except to the extent that this Agreement specifically states that Agent is acting in another capacity, Agent, as trustee and paying agent under the Indentures described below (in its capacity as trustee under the Indentures, the “Trustee” and, in its capacity as paying agent under the Indentures, the “Paying Agent”), Agent, as Warrant Agent under the Warrant Agreement described below (in its capacity as Warrant Agent under the Warrant Agreement, the “Warrant Agent”), and Agent, as the Deposit Agent under the Deposit Agreement described below (in its capacity as Deposit Agent under the Deposit Agreement, the “Deposit Agent”), and the holders from time to time of the Units described herein.

WHEREAS, the Corporation has entered into a Senior Indenture dated as of                            with the Trustee (as may be amended and supplemented from time to time, the “Senior Indenture”);

WHEREAS, the Corporation has duly authorized the issuance, from time to time, pursuant to the Senior Indenture of senior debt securities (“Senior Debt Securities”);

WHEREAS, the Corporation has entered into a Senior Subordinated Indenture dated as of             with the Trustee (as may be amended and supplemented from time to time, the “Subordinated Indenture” and together with the Senior Indenture, collectively the “Indentures”);

WHEREAS, the Corporation has duly authorized the issuance, from time to time, pursuant to the Subordinated Indenture of senior subordinated debt securities (“Subordinated Debt Securities”, and together with the Senior Debt Securities, collectively the “Debt Securities”);

WHEREAS, the Corporation has duly authorized the issuance from time to time, pursuant to its restated Certificate of Incorporation and any Certificate of Designations for the relevant series, of its preferred stock, par value $1.00 per share (“Preferred Stock”);

WHEREAS, the Corporation has entered into a Deposit Agreement dated as of                            between the Corporation and the Deposit Agent (as may be amended and supplemented from time to time, the “Deposit Agreement”);

WHEREAS, the Corporation has duly authorized the issuance, from time to time, pursuant to the Deposit Agreement of depositary shares (“Depositary Shares”);

WHEREAS, the Corporation has entered into a Warrant Agreement (as may be amended and supplemented from time to time, the “Warrant Agreement”) dated as of                            between the Corporation and Agent, as Warrant Agent;

WHEREAS, the Corporation has duly authorized the issuance, from time to time, pursuant to the Warrant Agreement of warrants (“Warrants”) to purchase or sell (i) debt or equity securities issued by the Corporation or by an entity affiliated or not affiliated with the Corporation, a basket of such securities, an index or indices of such securities or any combination of the above, (ii) currencies, (iii) cash amounts determined by reference to changes in the yield or closing price of one or more specified debt instruments or in interest rates, interest rate swap rates or other rates or any combination of the foregoing, (iv) securities based on the performance of an issuer but excluding the performance of particular subsidiaries or securities whose value is determined by reference to the performance, level or value of another financial, economic or other measure or instrument, or (v) commodities, in each case on terms to be determined at the time of sale;

WHEREAS, the Corporation has duly authorized the issuance, from time to time, of purchase contracts governed by this Agreement (including pre-paid purchase contracts) (as may be amended and supplemented from time to time, “Purchase Contracts”) requiring the holder thereof to purchase or sell (i) securities issued by the Corporation or by an entity affiliated or not affiliated with the Corporation, a basket of such securities, an index or indices of such securities or any combination of the above, (ii) currencies or (iii) commodities, in each case on terms to be determined at the time of sale;

WHEREAS, the Corporation desires to provide for the issuance of units (“Units”) consisting of Purchase Contracts, Preferred Stock, Depositary Shares, Warrants or Debt Securities, or any combination thereof;

WHEREAS, the parties hereto wish to secure the performance by the holders of Units consisting of Purchase Contracts and other securities of their obligations under such Purchase Contracts and the observance and performance of the covenants and agreements contained herein and in such Purchase Contracts;

NOW, THEREFORE, in consideration of the premises and the purchases of the Units by the holders thereof, the Corporation, the Agent, the Warrant Agent, the Deposit Agent, the Collateral Agent and the Trustee and Paying Agent mutually covenant and agree as follows:

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ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01Definitions.           For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(ii)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States in effect at the time of any computation; and

(iii)the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

“Accelerated Settlement Date”, with respect to a Purchase Contract of any series, means any date to which the Corporation accelerates the obligations of the Holder of the Units of which such Purchase Contract constitutes a part, subject to any limitations as may be specified pursuant to Section 3.02.

“Acceleration Notice” has the meaning specified in Section 3.05(b).

“Act”, with respect to any Holder, has the meaning specified in Section 11.04.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means the Person named as the “Agent” in the first paragraph of this Agreement until a successor Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Agent” shall mean such successor Person.

“Agreement” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“Authenticating Agent” means any Person authorized by the Agent to act on behalf of the Agent to countersign and execute Purchase Contracts.

“Bankruptcy Event” means any of the following events:  (i) a court having competent jurisdiction shall enter a decree or order for relief with respect to the Corporation in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or

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hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Corporation or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (ii) the Corporation shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Corporation or for any substantial part of its property, or make any general assignment for the benefit of creditors.

“Board of Directors” means the board of directors of the Corporation or any other committee duly authorized by the board of directors to act on its behalf with respect to this Agreement.

“Board Resolution” means one or more resolutions, certified by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted or consented to by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Agent or the Collateral Agent, as the case may be.

“Business Day” means any day that is not a Saturday or Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to be closed.

“Cash Settlement” has the meaning set forth in Section 3.06(a)(i).

“Certificate of Incorporation” means the Corporation’s restated certificate of incorporation, as may be amended or restated from time to time, and any relevant certificate of designations for the applicable series of the Preferred Stock.

“Closed Purchase Contract” means any Purchase Contract with respect to which a purchase or sale of, or other settlement with respect to, the Purchase Contract Property has occurred pursuant to Article Three or that has been redeemed or is otherwise not Outstanding.

“Collateral” has the meaning specified in Section 5.01(a).

“Collateral Agent” means the Person named as the “Collateral Agent” in the first paragraph of this Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Collateral Agent” shall mean such successor Person.

“Corporate Trust Office” means the office of the Agent or the Collateral Agent, as appropriate, at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at [                                                       ].

“Corporation” means the Person named as the “Corporation” in the first paragraph of this Agreement until a successor Person shall have become such pursuant to the applicable provisions of this Agreement, and thereafter the “Corporation” shall mean such successor Person.

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“Debt Securities” has the meaning stated in the recitals of this Agreement and more particularly means any Debt Securities originally issued as part of a Unit of any series.

“Debt Security Register” with respect to any Debt Securities constituting a part of the Units of any series means the security register of the Corporation maintained by the Trustee pursuant to the Indentures.

“Default” means an Event of Default under the applicable Indenture or a Purchase Contract Default.

“Definitive Securities” means any Security in definitive form.

“Definitive Unit” means any Unit comprised of Definitive Securities.

“Depositary” means, with respect to Registered Units, DTC, or any successor, or, with respect to any Unregistered Units, a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, societe anonyme, or any other relevant depositary named in an Issuer Order, in each case, as the Holder of any Global Units.

“Deposit Agent” means the Person named as the “Deposit Agent” in the first paragraph of this Agreement until a successor Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Agent” shall mean such successor Person.

“Depositary Share Register” with respect to any Depositary Shares constituting a part of the Units of any series means the security register of the Corporation maintained by the Deposit Agent pursuant to the Deposit Agreement.

“DTC” means The Depository Trust Company or its nominee.

“Event of Default” with respect to the Debt Securities, has the meaning set forth in the applicable Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Global Debt Security” means a global Debt Security in bearer or registered form originally issued as part of a Global Unit of any series.

“Global Depositary Shares” means a global Depositary Shares in bearer or registered form originally issued as part of a Global Unit of any series.

“Global Preferred Stock” means a global Preferred Stock in bearer or registered form originally issued as part of a Global Unit of any series.

“Global Purchase Contract” means a global Purchase Contract in bearer or registered form originally issued as part of a Global Unit of any series.

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“Global Security” means any of a Global Debt Security, Global Warrant, Global Depositary Shares, Global Preferred Stock or Global Purchase Contract.

“Global Unit” means any Unit that comprises one or more Global Securities and is represented by a global Unit Certificate in bearer or registered form.

“Global Warrant” means a global Warrant in bearer or registered form originally issued as part of a Global Unit of any series.

“Holder” means (i) in the case of any Registered Security or Registered Unit, the Person in whose name such Registered Security or the Registered Securities constituting a part of such Registered Unit are registered on the relevant Security Register and (ii) in the case of any Unregistered Security or Unregistered Unit, the bearer of such Security or Unit, provided that, in the case of (i) above, so long as the Registered Securities constituting part of such Units are not separable, “Holder” shall mean the Person in whose name a Registered Security constituting a part of such Unit is registered on the Security Register specified pursuant to Section 2.03.

“Indentures” has the meaning specified in the recitals of this Agreement.

“Initial Acceleration Date” means, with respect to Purchase Contracts of any series, the initial date, if any, specified pursuant to Section 3.02 on which such Purchase Contracts may be accelerated pursuant to Section 3.05 hereof.

“Interest Payment Date”, with respect to any Debt Security, has the meaning set forth in the applicable Indenture or in any document executed pursuant to the terms of the applicable Indenture relating to such Debt Security.

“Issuer Order” or “Issuer Request” means a written order or request signed in the name of the Corporation by the Chairman of the Board of Directors, the President, the Chief Financial Officer, the Chief Strategic and Administrative Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer or any other person authorized by the Board of Directors and delivered to the Agent or the Collateral Agent, as the case may be.

“Letter of Representations” means, as of any date, the Letter of Representations or Letters of Representations to DTC in effect as of such date from the Agent relating to the Units covered by this Agreement.

“Minimum Acceleration Amount” means the minimum number of Purchase Contracts of any series as specified pursuant to Section 3.02 that may be subject to acceleration pursuant to Section 3.05.

“Minimum Remaining Amount” means the minimum number of Purchase Contracts of any series as specified pursuant to Section 3.02 that must remain Outstanding immediately following any acceleration pursuant to Section 3.05.

“Officer’s Certificate” means a certificate signed by the Chairman of the Board of Directors, the President, the Chief Financial Officer, the Chief Strategic and Administrative Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer of the Corporation or any

6

other person authorized by the Board of Directors and delivered to the Agent or the Collateral Agent, as the case may be.

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Corporation and who shall otherwise be satisfactory to the Agent or the Collateral Agent, as the case may be.

“Optional Definitive Unit Request” has the meaning set forth in Section 2.12.

“Outstanding”, with respect to any Unit, Debt Security, Warrant, Purchase Contract, Depositary Share or Preferred Stock means, as of the date of determination, all Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares or Preferred Stock, as the case may be, evidenced by Units theretofore authenticated, countersigned, executed and delivered under this Agreement, except:

(A)Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares or Preferred Stock theretofore deemed cancelled, cancelled by the Agent, Warrant Agent, Depository, Trustee, the Corporation or the Stock Transfer Agent, as the case may be, or delivered to the Agent, Warrant Agent or Trustee, as the case may be, for cancellation, in each case pursuant to the provisions of this Agreement, the Warrant Agreement, the Deposit Agreement, the Certificate of Incorporation or the applicable Indenture;

(B)Closed Purchase Contracts; and

(C)Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares or Preferred Stock evidenced by Unit Certificates in exchange for or in lieu of which other Unit Certificates have been authenticated, countersigned, executed and delivered pursuant to this Agreement, other than any such Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares or Preferred Stock, as the case may be, evidenced by a Unit Certificate in respect of which there shall have been presented to the Agent proof satisfactory to it that such Unit Certificate is held by a bona fide purchaser in whose hands the Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares or Preferred Stock, as the case may be, evidenced by such Unit Certificate are valid obligations of the Corporation;

provided, however, that in determining whether the Holders of the requisite number of Outstanding Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares or Preferred Stock, as the case may be, have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares or Preferred Stock owned by the Corporation or any Affiliate of the Corporation shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Agent shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares and Preferred Stock which the Agent knows to be so owned shall be so disregarded. Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares and Preferred Stock that are so owned but that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Agent the pledgee’s right so to act

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with respect to such Units, Debt Securities, Warrants, Purchase Contracts, Depositary Shares and Preferred Stock and that the pledgee is not the Corporation or any Affiliate of the Corporation.

“Paying Agent” means any Person authorized by the Corporation to pay the Settlement Amount, redemption price or any other sums payable by the Corporation with respect to any Purchase Contracts; provided that such Person shall be a bank or trust company organized and in good standing under the laws of the United States or any state in the United States, having (together with its parent) capital, surplus and undivided profits aggregating at least $50,000,000 or any foreign branch or office of such a bank or trust company, and, subject to the foregoing, may be an Affiliate of the Corporation.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Pledged Items” means, as of any date, any Securities (other than Purchase Contracts) constituting a part of the Units of any series or any and all other securities, instruments or other property as may be specified pursuant to Section 3.02.

“Preferred Stock” has the meaning stated in the recitals of this Agreement.

“Preferred Stock Register” with respect to any Preferred Stock constituting a part of the Units of any series means the security register of the Corporation maintained by [the Stock Transfer Agent].

“Purchase Contract Default” with respect to Purchase Contracts of any series means the occurrence of any of the following events:  (i) failure of the Corporation to deliver the Purchase Contract Property or the cash value thereof for such Purchase Contracts against tender of payment therefor on any Settlement Date, in the case of Purchase Contracts that obligate the Corporation to sell the Purchase Contract Property, (ii) failure of the Corporation to pay the Settlement Amount for such Purchase Contracts when the same becomes due and payable, in the case of Purchase Contracts that obligate the Corporation to purchase the Purchase Contract Property, (iii) failure on the part of the Corporation duly to observe or perform any other of the covenants or agreements on its part in such Purchase Contracts or in this Agreement with respect to such Purchase Contracts and continuance of such failure for a period of 60 days after the date on which written notice of such failure, requiring the Corporation to remedy the same, shall have been given to the Corporation and the Agent by Holders of at least 25% of the affected Purchase Contracts at the time Outstanding, (iv) a Bankruptcy Event or (v) any other Purchase Contract Default provided in any supplemental agreement under which such series of Purchase Contracts is issued or in the form of such Purchase Contracts.

“Purchase Contract Property” with respect to a Purchase Contract of any series has the meaning specified pursuant to Section 3.02.

“Purchase Contract Register” and “Purchase Contract Registrar” have the respective meanings specified in Section 2.08.

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“Purchase Contracts” has the meaning stated in the recitals of this Agreement and more particularly means any Purchase Contracts constituting a part of the Units of any series countersigned, executed and delivered in accordance with this Agreement.

“Purchase Price” of any Purchase Contract that obligates the Corporation to sell, and the Holder to purchase, the Purchase Contract Property has the meaning specified pursuant to Section 3.02.

“Registered Debt Security” means any Debt Security registered on the Debt Security Register.

“Registered Purchase Contract” means any Purchase Contract registered on the Purchase Contract Register.

“Registered Security” means any of a Registered Debt Security, Registered Warrant, Registered Depositary Share, Registered Preferred Stock or Registered Purchase Contract.

“Registered Unit” means any Unit consisting of Registered Securities and registered on the Unit Register.

“Registered Warrant” means any Warrant registered on the Warrant Register.

“Regular Record Date” has the meaning specified pursuant to Section 2.03 or, if no meaning is specified, Regular Record Date means the 15th day prior to the date on which an Interest Payment Date occurs, whether or not such date is a Business Day.

“Responsible Officer”, with respect to the Agent or Collateral Agent, means the chairman or vice chairman of the board of directors, the chairman or vice chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any senior trust officer, any trust officer or assistant trust officer, the controller and any assistant controller or any other officer of the Agent or Collateral Agent customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust or agency matter, any other officer to whom such matter is referred because of his knowledge and familiarity with the particular subject.

“Security” means any of a Debt Security, Warrant, Purchase Contract, Depositary Share or Preferred Stock.

“Security Register” means any of the Debt Security Register, Purchase Contract Register, Warrant Register, Depositary Share Register or Preferred Stock Register.

“Security Settlement” has the meaning set forth in Section 3.06(a)(ii).

“Senior Indenture” has the meaning specified in the recitals of this Agreement.

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“Settlement Amount” of any Purchase Contract that obligates the Corporation to purchase, and the Holder to sell, the Purchase Contract Property has the meaning specified pursuant to Section 3.02.

“Settlement Date” means the Stated Settlement Date and any Accelerated Settlement Date.

“SRO” has the meaning specified in Section 2.01.

“Stated Settlement Date” of any Purchase Contract of any series has the meaning specified pursuant to Section 3.02.

[“Stock Transfer Agent” shall mean                       until a successor stock transfer agent shall have become such, and thereafter “Stock Transfer Agent” shall mean such successor Person.]

“Subordinated Indenture” has the meaning specified in the recitals of this Agreement.

“Trustee”, with respect to any Debt Securities, means the Person acting as Trustee under each of the Indentures until a successor Trustee shall have become such pursuant to the applicable provisions of such Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“Unit” has the meaning stated in the recitals of this Agreement and more particularly the collective rights and obligations of the Corporation and a Holder with respect to the Securities comprising such Unit, as specified pursuant to Section 2.03.

“Unit Agent” means the Person named as the “Unit Agent” in the first paragraph of this Agreement until a successor Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Agent” shall mean such successor Person.

“Unit Certificate” means a certificate evidencing the rights and obligations of the Corporation and a Holder with respect to the number of Units specified on such certificate.

“Unregistered Security” means any Security other than a Registered Security.

“Unregistered Unit” means any Unit other than a Registered Unit.

“Unsettled Purchase Contract” means any Purchase Contract that has not been redeemed or with respect to which settlement has not occurred pursuant to Article Three.

“Warrant Agreement” has the meaning stated in the recitals of this Agreement.

“Warrant Property” has the meaning specified in the Warrant Agreement.

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“Warrant Register” with respect to any Warrants constituting a part of the Units of any series means the security register of the Corporation maintained by the Warrant Agent pursuant to the Warrant Agreement.

“Warrants” has the meaning stated in the fourth recital of this Agreement and more particularly means any Warrants originally issued as part of a Unit of any series.

ARTICLE 2

UNITS

Section 2.01Forms Generally.  The Units of each series shall be substantially in the form of Exhibit A or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment). The Unit Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Corporation executing the Securities constituting a part thereof may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an “SRO”) on which the Units of such series may be listed or quoted or of any securities depository or to conform to general usage.

The Unit Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Unit Certificates, as evidenced by their execution of the Securities constituting a part of the Units evidenced by such Unit Certificates.

Section 2.02Form of Certificate of Authentication and Countersignature. The form of the Trustee’s certificate of authentication of any Debt Securities, the form of any Warrant Agent’s countersignature of any Warrants, the form of any Deposit Agent’s countersignature of any Depositary Shares, and the form of the Agent’s execution on behalf of the Holder and countersignature of any Purchase Contracts, each constituting a part of the Units of any series, shall be substantially in such form as set forth in the Indentures, the Warrant Agreement, the Deposit Agreement or this Agreement, as applicable.

Section 2.03Amount Unlimited; Issuable in Series. (a)  The aggregate number of Units that may be authenticated, countersigned and delivered under this Agreement is unlimited.

The Units may be issued in one or more series. There shall be established, upon the order of the Corporation (contained in an Issuer Order) or pursuant to such procedures acceptable to the Agent as may be specified from time to time by an Issuer Order, prior to the initial issuance of Units of any series:

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(i)the designation of the Units of the series, which shall distinguish the Units of the series from the Units of all other series;

(ii)any limit upon the aggregate number of Units of the series that may be authenticated and delivered under this Agreement (disregarding any Units authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Units of the series pursuant to Section 2.07, 2.08, 2.09 or 2.12);

(iii)the designation of the Securities constituting a part of the Units of the series;

(iv)whether and on what terms any Securities constituting a part of the Units of the series may be separated from the Units of the series and the other Securities constituting a part of such Units;

(v)in the case of Units of a series consisting in any part of Purchase Contracts, the information specified pursuant to Section 3.02;

(vi)whether the Units of the series will be issuable as Registered Units (and if so, whether such Units will be issuable in global form) or Unregistered Units (and if so, whether such Units will be issuable in global form), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities and, if other than as provided in Section 2.08, the terms upon which Unregistered Units of any series may be exchanged for Registered Units of such series and vice versa;

(vii)in the case of Units issued as Registered Units consisting of Registered Securities that may not be separated from the other Registered Securities constituting a part of such Units, the designation of the Security Register to be used to determine the Holder of such Units;

(viii)if the Units of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Unit of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

(ix)any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Units of such series;

(x)any other events of default or covenants with respect to the Units of such series; and

(xi)any other terms of the series (which terms shall not be inconsistent with the provisions of this Agreement).

(b)All Units of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Issuer Order or procedures referred to above. All Units of any one series need not be issued at the same time and may be issued from time to time,

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consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution or such Issuer Order.

Notwithstanding Section 2.03(a)(ii) hereto and unless otherwise expressly provided with respect to a series of Securities, the aggregate number of Units of a series may be increased and additional Units of such series may be issued up to a maximum aggregate number authorized with respect to such series as increased.

Section 2.04Denominations.  Units of any series shall be issuable only in denominations of a single Unit and any integral multiple thereof.

Section 2.05Rights and Obligations Evidenced by the Units.  Units of any series shall evidence the ownership by the Holder thereof of (a) the principal amount of Debt Securities, if any, specified on the face of a Unit Certificate representing Definitive Units or in Schedule A attached to any Unit Certificate representing Global Units, (b) the number of Warrants, if any, specified on the face of a Unit Certificate representing Definitive Units or in Schedule A attached to any Unit Certificate representing Global Units, (c)  the number of Depositary Shares, if any, specified on the face of a Unit Certificate representing Definitive Units or in Schedule A attached to any Unit Certificate representing Global Units, (d) the number of shares of Preferred Stock, if any, specified on the face of a Unit Certificate representing Definitive Units or in Schedule A attached to any Unit Certificate representing Global Units, and (e) the rights and obligations of the Corporation and the Holder under the number of Purchase Contracts, if any, specified on the face of a Unit Certificate representing Definitive Units or in Schedule A attached to any Unit Certificate representing Global Units.

Section 2.06Execution, Authentication, Delivery and Dating.  Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Corporation may deliver, subject to any limitation on the aggregate principal amount of Debt Securities, if any, or the number of Warrants, Purchase Contracts, Depositary Shares or shares of Preferred Stock, if any, represented thereby, an unlimited number of Unit Certificates (including the Securities executed by the Corporation constituting the Units evidenced by such Unit Certificates) to the Trustee, Warrant Agent, Deposit Agent and/or the Agent for authentication, countersignature or execution, as the case may be, of the Securities comprised by such Units, together with its Issuer Orders for authentication, countersignature or execution of such Securities, and the Trustee in accordance with the applicable Indenture and the Issuer Order of the Corporation shall authenticate the Debt Securities, if any, constituting a part of the Units evidenced by such Unit Certificates, the Warrant Agent in accordance with the Warrant Agreement and the Issuer Order of the Corporation shall countersign the Warrants, if any, constituting a part of the Units evidenced by such Unit Certificates, the Deposit Agent in accordance with the Deposit Agreement and the Issuer Order of the Corporation shall countersign the Depositary Shares, if any, constituting a part of the Units evidenced by such Unit Certificates, and the Agent in accordance with this Agreement and the Issuer Order of the Corporation shall countersign and execute on behalf of the Holders thereof the Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, and each shall deliver such Unit Certificates upon the order of the Corporation.

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Any Debt Securities constituting a part of the Units of any series shall be executed on behalf of the Corporation in accordance with the terms of the applicable Indenture. Any Warrants constituting a part of the Units of any series shall be executed on behalf of the Corporation in accordance with the terms of the Warrant Agreement. Any Depositary Shares constituting a part of the Units of any series shall be executed on behalf of the Corporation in accordance with the terms of the Deposit Agreement. Any shares of Preferred Stock constituting a part of the Units of any series shall be executed on behalf of the Corporation in accordance with the terms of the Certificate of Incorporation. Any Purchase Contracts constituting a part of the Units shall be executed on behalf of the Corporation in accordance with Section 3.01.

Section 2.07Temporary Unit Certificates.  Pending the preparation of Unit Certificates for any series, the Corporation may execute and deliver to the Trustee, the Warrant Agent, Deposit Agent and/or the Agent, as appropriate, and the Trustee, the Warrant Agent, Deposit Agent and/or the Agent, as appropriate, shall authenticate, countersign, execute on behalf of the Holder and deliver, as appropriate, in lieu of such Unit Certificates, temporary Unit Certificates for such series. Temporary Unit Certificates shall be in substantially the form of the Unit Certificates of such series, but with such omissions, insertions and variations as may be appropriate for temporary Unit Certificates, all as may be determined by the Corporation with the concurrence of the Trustee, Warrant Agent, Deposit Agent and/or Agent, as appropriate, as evidenced by the execution and authentication and/or countersignature of the Securities constituting a part of the Units evidenced thereby, as applicable.

If temporary Unit Certificates for any series are issued, the Corporation will cause definitive Unit Certificates for such series to be prepared without unreasonable delay. After the preparation of such definitive Unit Certificates, the temporary Unit Certificates shall be exchangeable therefor upon surrender of temporary Registered Units of such series at the Corporate Trust Office, at the expense of the Corporation and without charge to any Holder and, in the case of Unregistered Units, at any agency maintained for such purpose as specified pursuant to Section 2.03. Upon surrender for cancellation of any one or more temporary Unit Certificates, the Corporation shall execute and deliver to the Trustee, the Warrant Agent, the Deposit Agent and/or the Agent, and the Trustee, the Warrant Agent, the Deposit Agent and/or the Agent shall authenticate, countersign, execute on behalf of the Holder and deliver, as appropriate, in exchange therefor definitive Unit Certificates of the same series of like tenor, of authorized denominations and evidencing a like number of Units as the temporary Unit Certificate or Certificates so surrendered. Until so exchanged, the temporary Unit Certificates of any series shall in all respects evidence the same benefits and the same obligations under any Debt Securities, Warrants, Depositary Shares, Preferred Stock and Purchase Contracts constituting parts of such Units, the Indentures, the Warrant Agreement, the Deposit Agreement, the Certificate of Incorporation and this Agreement as definitive Unit Certificates of such series, unless otherwise specified pursuant to Section 2.03.

Section 2.08Registration of Transfer and Exchange; Global Units.  The Agent shall keep at its Corporate Trust Office for each series of Registered Units a register (the register maintained in such office being herein referred to as the “Purchase Contract Register”) in which, subject to such reasonable regulations as it may prescribe, the Agent shall provide for the registration of Registered Purchase Contracts, if any, constituting a part of such series and of

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transfers of such Purchase Contracts (the Agent, in such capacity, the “Purchase Contract Registrar”).

At the option of the Holder thereof, Registered Units of any series (other than a global Registered Unit, except as set forth below) may be transferred or exchanged for a Registered Unit or Registered Units of such series having authorized denominations evidencing the number of Units transferred or exchanged, upon surrender of such Registered Units to be so transferred or exchanged at the Corporate Trust Office of the Agent upon payment, if the Corporation shall so require, of the charges hereinafter provided. If the Units of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Units of such series may be exchanged for Registered Units of such series having authorized denominations and evidencing the number of Units transferred or exchanged, upon surrender of such Unregistered Units to be so transferred or exchanged at the Corporate Trust Office of the Agent and upon payment, if the Corporation shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Units of any series are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.03, such Unregistered Units may be exchanged for Unregistered Units of such series having authorized denominations evidencing the number of Units exchanged, upon surrender of such Unregistered Units to be so exchanged at the Corporate Trust Office of the Agent or as specified pursuant to Section 2.03, and upon payment, if the Corporation shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to Section 2.03, Registered Units of any series may not be exchanged for Unregistered Units of such series. Whenever any Units are so surrendered for transfer or exchange, the Corporation shall execute, and the Trustee, Warrant Agent, Deposit Agent and/or the Agent, as appropriate, shall authenticate, countersign or execute, as the case may be, and deliver the Units which the Holder making the transfer or exchange is entitled to receive. All Units (including the Securities constituting part of such Units) surrendered upon any exchange or transfer provided for in this Agreement shall be promptly cancelled and disposed of by the Agent and the Agent will deliver a certificate of disposition thereof to the Corporation and to the Trustee and the Warrant Agent, as applicable.

Unregistered Units shall be transferable by delivery.

Subject to Section 2.12, if the Corporation shall establish pursuant to Section 2.03 that the Units of a series are to be evidenced by one or more Global Units, then the Corporation shall execute and the Agent, Warrant Agent, Deposit Agent and Trustee shall, in accordance with this Section and Section 2.06, countersign, authenticate and execute, as appropriate, and deliver one or more global Unit Certificates that (i) shall evidence all or a portion of the Units of such series issued in such form and not yet cancelled, (ii) in the case of Registered Units, shall be registered in the name of the Depositary for such Units or the nominee of such Depositary, (iii) shall be delivered by the Agent to the Depositary for such Units or pursuant to such Depositary’s instructions and (iv) in the case of Registered Units, shall bear a legend substantially to the following effect:  “Unless and until it is exchanged in whole or in part for Units in definitive registered form, this Unit Certificate may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”  Whenever Global Units of

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any series are exchanged for Definitive Units of such series or whenever Definitive Units of any series are exchanged for Global Units of such series, the Agent shall cause, as applicable:  (i) Schedule A of the Global Debt Security, if any, to be endorsed to reflect any increase or decrease, as the case may be, in the principal amount of Debt Securities, if any, that are comprised by Global Units as a result of such exchange, (ii) Schedule A of the Global Warrant, if any, to be endorsed to reflect any increase or decrease, as the case may be, in the number of Warrants, if any, that are comprised by the Global Units as a result of such exchange, (iii) Schedule A of the Global Purchase Contract, if any, to be endorsed to reflect any increase or decrease, as the case may be, in the number of Purchase Contracts, if any, that are comprised by Global Units as a result of such exchange, (iv) Schedule A of the Global Depositary Shares, if any, to be endorsed to reflect any increase or decrease, as the case may be, in the number of Depositary Shares, if any, that are comprised by Global Units as a result of such exchange, and (v) Schedule A of the Global Preferred Stock, if any, to be endorsed to reflect any increase or decrease, as the case may be, in the number of shares of Preferred Stock, if any, that are comprised by the Global Unit as a result of such exchange, whereupon such number of Global Units shall be decreased or increased for all purposes by the number so exchanged, as noted.

All Unit Certificates authenticated, countersigned and executed upon any registration of transfer or exchange of a Unit Certificate shall evidence the ownership of the principal amount of Debt Securities, if any, specified on the face thereof, the number of Warrants, if any, specified on the face thereof and the number of Depositary Shares, if any, specified on the face thereof, the number of shares of Preferred Stock, if any, specified on the face thereof and the rights and obligations of the Holder and the Corporation under the number of Purchase Contracts, if any, specified on the face thereof and shall be entitled to the same benefits, and be subject to the same obligations, under the Indenture, the Warrant Agreement, the Deposit Agreement, the Certificate of Incorporation and this Agreement as the Units evidenced by the Unit Certificate surrendered upon such registration of transfer or exchange.

Every Unit Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Corporation or the Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Agent, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any transfer or exchange of a Unit, but the Corporation and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Units, other than any exchanges pursuant to Section 2.09 not involving any transfer.

Notwithstanding the foregoing, and subject to the terms of the applicable Indenture, the Corporation shall not be obligated to execute and deliver to the Trustee, the Warrant Agent, the Deposit Agent or the Agent, and none of the Trustee, under the terms of the applicable Indenture, the Warrant Agent, under the terms of the Warrant Agreement, the Deposit Agent, under the terms of the Deposit Agreement, or the Agent hereunder shall be obligated to authenticate, countersign or execute on behalf of the Holder any Unit Certificate presented or surrendered for registration of transfer or for exchange of any Debt Securities, Warrants, Depositary Shares, Preferred Stock or Purchase Contracts evidenced thereby or any Unit

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Certificate evidencing a Definitive Unit to be issued in exchange for interests in Global Units or to reflect any increase or decrease in a Global Unit, Global Debt Security, Global Warrant, Global Purchase Contract, Global Depositary Share or Global Preferred Stock (i) during the period beginning any time on or after the opening of business 15 days before the day of mailing of a notice of redemption or of any other exercise of any right held by the Corporation with respect to the Unit (or any Security constituting a part of the Units of such series) and ending at the close of business on the day of the giving of such notice, (ii) that evidences or would evidence any such Unit or Security selected or called for redemption or with respect to which such right has been exercised or (iii) at any given date, if such date is on or after any date that is after the Settlement Date or the date of redemption, as applicable, with respect to the Purchase Contracts, if any, evidenced or to be evidenced by such Unit Certificate (or at any time on or after the last exercise date with respect to any Warrant constituting a part of such Unit), except with respect to any Registered Debt Securities, Registered Depositary Shares and Registered Preferred Stock or portions thereof that remain or will remain Outstanding following such Settlement Date or date of redemption (or such last exercise date) or (iv) at any other date specified pursuant to Section 2.03.

Section 2.09Mutilated, Destroyed, Lost and Stolen Unit Certificates.  If any mutilated Unit Certificate is surrendered to the Agent, the Corporation shall execute and deliver to the Trustee, the Warrant Agent, the Deposit Agent and/or the Agent, as appropriate, and the Trustee, the Warrant Agent, the Deposit Agent and/or the Agent shall authenticate, countersign, execute on behalf of the Holder and deliver, as appropriate, in exchange therefor new Securities comprised by Units of the same series, of like tenor, and evidenced by a new Unit Certificate evidencing the same number of Units and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Corporation and the Trustee, the Warrant Agent, the Deposit Agent and/or the Agent, as appropriate, (i) evidence to their satisfaction of the destruction, loss or theft of any Unit Certificate and (ii) such security or indemnity as may be required by any of them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Corporation and the Trustee, the Warrant Agent, the Deposit Agent and/or the Agent, as appropriate, that such Unit Certificate has been acquired by a bona fide purchaser, the Corporation shall execute and deliver to the Trustee, the Warrant Agent, the Deposit Agent and/or the Agent, as appropriate, and the Trustee (in accordance with the provisions of the Indenture), the Warrant Agent (in accordance with the provisions of the Warrant Agreement), the Deposit Agent in accordance with the provisions of the Deposit Agreement) and/or the Agent (in accordance with the provisions hereof) shall authenticate, countersign, execute on behalf of the Holder and deliver to the Holder, as appropriate, in lieu of any such destroyed, lost or stolen Unit Certificate, new Securities comprised by Units of the same series, of like tenor, and evidenced by a new Unit Certificate evidencing the same number of Units and bearing a number not contemporaneously outstanding.

Unless otherwise specified pursuant to Section 2.03, notwithstanding the foregoing, the Corporation shall not be obligated to execute and deliver to the Trustee, the Warrant Agent, the Deposit Agent or the Agent, and none of the Trustee (under the applicable Indenture), the Warrant Agent (under the Warrant Agreement), the Deposit Agent (under the Deposit Agreement) or the Agent (hereunder) shall be obligated to authenticate, countersign or execute on behalf of the Holder, or deliver to the Holder, a new Unit Certificate (or any Security

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constituting a part of such Unit) (i) during the period beginning any time on or after the opening of business 15 days before the day of mailing of a notice of redemption or of any other exercise of any right held by the Corporation with respect to the Unit (or any Security constituting a part of such Unit) and ending at the close of business on the day of the giving of such notice, (ii) that evidences any Unit or Security selected or called for redemption or with respect to which such right has been exercised, (iii) at any given date, if such date is on or after the Settlement Date or date of redemption, as applicable, with respect to any Purchase Contracts evidenced by such Unit Certificate (or at any time on or after the last exercise date with respect to any Warrant constituting a part of such Unit), except with respect to any Registered Debt Security or portion thereof evidenced by such Unit Certificate that remains or will remain Outstanding following such Settlement Date or date of redemption (or such last exercise date) or (iv)  at any other date specified pursuant to Section 2.03. In lieu of delivery of a new Unit Certificate, upon satisfaction of the applicable conditions specified in clauses (i) and (ii) of the preceding paragraph, the Agent shall deliver or cause to be delivered on the applicable Settlement Date, redemption date or exercise date (i) in respect of Purchase Contracts, Warrants, Debt Securities, Depositary Shares or Preferred Stock constituting a part of the Units evidenced by such Unit Certificate that are selected or called for redemption, the redemption price of such Purchase Contracts, Warrants, Debt Securities, Depositary Shares or Preferred Stock or (ii) in respect of Purchase Contracts or Warrants constituting a part of the Units evidenced by such Unit Certificate with respect to which a Cash Settlement or Debt Security Settlement (or any equivalent manner of settlement) has taken place, (x) the Purchase Contract Property or Warrant Property (or cash value thereof), purchase price, cash settlement value, Settlement Amount or other amount, as the case may be, deliverable with respect to such Purchase Contracts or Warrants (and, in the case of an effective Cash Settlement (or any equivalent manner of settlement), the related Debt Securities) or (y) if a Purchase Contract Default or any default under the Warrant Agreement or Warrant has occurred by virtue of the Corporation’s having failed to deliver the Purchase Contract Property or Warrant Property (or cash value thereof), purchase price, cash settlement value, Settlement Amount or other amount, as the case may be, deliverable against tender by the Agent of the purchase price, Purchase Contract Property (or the cash value thereof) or other Settlement Amount, exercise price or other amount, as the case may be, such purchase price, Purchase Contract Property (or cash value thereof) or Settlement Amount or other amount, if any, received by the Agent from the Holder in respect of the Settlement of such Purchase Contracts or exercise of such Warrants or in respect of principal with respect to the related Debt Securities received by the Agent.

Upon the issuance of any new Unit Certificate under this Section, the Corporation and the Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Agent) connected therewith.

Every new Unit Certificate executed pursuant to this Section in lieu of any destroyed, lost or stolen Unit Certificate shall constitute an original additional contractual obligation of the Corporation and of the Holder (with respect to any Purchase Contracts constituting a part of the Units evidenced thereby), whether or not the destroyed, lost or stolen Unit Certificate (and the Securities evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Unit Certificates delivered hereunder.

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The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Unit Certificates.

Section 2.10Persons Deemed Owners. Prior to due presentment of a Unit Certificate of any series for registration of transfer, the Corporation, the Trustee, the Warrant Agent, the Deposit Agent, the Collateral Agent and the Agent, as appropriate, and any agent of the Corporation, the Trustee, the Warrant Agent, the Deposit Agent, the Collateral Agent or the Agent, as appropriate, may treat the Person in whose name any Registered Security evidenced by such Unit Certificate is registered and, with respect to any Unregistered Security constituting a part of the Units evidenced by such Unit Certificate, the bearer thereof, as the owner of the Units evidenced thereby for all purposes whatsoever, whether or not payment with respect to any Security constituting a part of the Units evidenced thereby shall be overdue and notwithstanding any notice to the contrary. None of the Corporation, the Trustee, the Warrant Agent, the Agent, the Deposit Agent, the Collateral Agent or any agent of the Corporation, the Trustee, the Warrant Agent, the Deposit Agent, the Collateral Agent or the Agent shall be affected by notice to the contrary.

Section 2.11Cancellation. Subject to Section 3.07, all Unit Certificates surrendered for payment, and all Unit Certificates surrendered for redemption of any Debt Securities, Depositary Shares or Preferred Stock or the exercise of any Warrants evidenced thereby, termination or settlement of any Purchase Contracts evidenced thereby, delivery of Purchase Contract Property or registration of transfer or exchange shall, if surrendered to any Person other than the Corporation, the Registrar, the Trustee, the Warrant Agent, the Deposit Agent or the Agent, as appropriate, be delivered to the Corporation, the Registrar, the Trustee, the Warrant Agent, the Deposit Agent, and/or the Agent, as appropriate, and, if not already cancelled, any Debt Securities, Warrants, Depositary Shares, Preferred Stock or Purchase Contracts evidenced by such Units shall be promptly cancelled by the Corporation, the Registrar, the Trustee, the Warrant Agent, the Deposit Agent, and/or the Agent, as appropriate. The Corporation may at any time deliver to the Corporation, the Registrar, the Trustee, the Warrant Agent, the Deposit Agent, and/or the Agent, as appropriate, for cancellation any Unit Certificates previously authenticated, countersigned, executed and delivered hereunder, under the Warrant Agreement, which the Corporation may have acquired in any manner whatsoever, and all Unit Certificates so delivered shall, upon Issuer Order of the Corporation, be promptly cancelled by the Warrant Agent and/or the Agent, as appropriate. No Unit Certificates shall be authenticated, countersigned and executed in lieu of or in exchange for any Unit Certificates cancelled as provided in this Section, except as permitted by this Agreement. All cancelled Unit Certificates held by the Agent shall be disposed of in accordance with its customary procedures and a certificate of their disposition shall be delivered by the Agent to the Corporation, unless by Issuer Order the Corporation shall direct that cancelled Unit Certificates be returned to it.

If the Corporation or any Affiliate of the Corporation shall acquire any Unit Certificate, such acquisition shall not operate as a cancellation of such Unit Certificate unless and until such Unit Certificate is delivered to the Corporation, the Registrar, the Trustee, the Warrant Agent, the Deposit Agent and/or the Agent, as appropriate, for the purpose of cancellation.

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Section 2.12Exchange of Global Units and Definitive Units. In the case of Registered Units, Holders of Global Units of any series shall receive Definitive Units of such series in exchange for interests in such Global Units if DTC notifies the Corporation that it is unwilling or unable to continue as Depositary with respect to the Global Units of such series or if at any time it ceases to be a clearing agency under the Exchange Act, and a successor Depositary registered as a clearing agency under the Exchange Act is not appointed by the Corporation within 90 days after receipt of such notice or after it becomes aware that DTC has ceased to be such a clearing agency.

If so provided pursuant to Section 2.03, interests in such Global Units may also be transferred or exchanged for Definitive Units upon the request of the Depositary to the Trustee, the Warrant Agent, the Deposit Agent, the Corporation and/or the Agent, as appropriate, to authenticate, countersign and execute, as the case may be, Unit Certificates representing Definitive Units (such request being referred to herein as an “Optional Definitive Unit Request”).

Definitive Units exchanged for interests in Global Units pursuant to this Section 2.12 shall be denominated in the amounts and registered in the name of such Person or Persons as the Depositary shall instruct the Agent, the Warrant Agent, the Deposit Agent, the [Corporation] [Stock Transfer Agent] and the Trustee, as appropriate.

Whenever Global Units are exchanged for Definitive Units, the Agent shall cause Schedule A of the Global Unit to be endorsed to reflect any decrease in the Global Units as a result of such exchange, whereupon the Global Unit Certificate or Certificates shall be canceled and disposed of in accordance with Section 2.11.

If so specified pursuant to Section 2.03, Holders of Definitive Units may transfer or exchange such Definitive Units for interests in Global Units by depositing the Unit Certificates evidencing such Definitive Units with the Agent and requesting the Agent, the Warrant Agent, the Deposit Agent and the Trustee, as appropriate, to effect such exchange. The Agent shall notify the Depositary of any such exchange and, upon delivery to the Agent, the Warrant Agent, the Deposit Agent and the Trustee, as appropriate, of the Unit Certificates evidencing the Definitive Units to be so transferred or exchanged, the Agent shall take all actions required with respect to any Global Securities evidenced by such Global Units and Unit Certificates evidencing the remaining Definitive Units, if any, will be issued in accordance with Section 2.08.

ARTICLE 3

THE PURCHASE CONTRACTS; SETTLEMENT OF WARRANTS

Section 3.01Form and Execution of Purchase Contracts; Temporary Purchase Contracts.  (a)  Purchase Contracts of each series shall be substantially in the forms attached as Exhibit A, as appropriate, or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment, in each case, which may be included in any Board Resolution or Officer’s Certificate made pursuant to this Agreement) or in one or more

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agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. The Purchase Contracts may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Corporation executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any SRO on which the Purchase Contracts of such series may be listed or quoted, or of any securities depository, or to conform to general usage. Purchase Contracts shall be signed on behalf of the Corporation by the chairman of the Board of Directors, the president, the chief financial officer, the chief legal officer, the treasurer or any assistant treasurer of the Corporation or any other person authorized by the Board of Directors to execute Purchase Contracts, which signature may or may not be attested by the secretary or an assistant secretary of the Corporation. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Purchase Contract that has been duly countersigned and delivered by the Agent.

(b)In case any officer of the Corporation who shall have signed a Purchase Contract, either manually or by facsimile signature, shall cease to be such officer before such Purchase Contract shall have been countersigned and delivered by the Agent to the Corporation or delivered by the Corporation, such Purchase Contract nevertheless may be countersigned and delivered as though the person who signed such Purchase Contract had not ceased to be such officer of the Corporation; and a Purchase Contract may be signed on behalf of the Corporation by any person who, at the actual date of the execution of such Purchase Contract, shall be a proper officer of the Corporation to sign such Purchase Contract, although at the date of the execution of this Agreement any such person was not such officer.

(c)Pending the preparation of final Purchase Contracts of any series, the Corporation may execute and the Agent shall countersign and deliver temporary Purchase Contracts (printed, lithographed, typewritten or otherwise produced, in each case in form satisfactory to the Agent). Such temporary Purchase Contracts shall be issuable substantially in the form of the final Purchase Contracts but with such omissions, insertions and variations as may be appropriate for temporary Purchase Contracts, all as may be determined by the Corporation with the concurrence of the Agent. Such temporary Purchase Contracts may contain such reference to any provisions of this Agreement as may be appropriate. Every such temporary Purchase Contract shall be executed by the Corporation and shall be countersigned by the Agent upon the same conditions and in substantially the same manner, and with like effect, as the final Purchase Contracts. Without unreasonable delay, the Corporation shall execute and shall furnish final Purchase Contracts and thereupon such temporary Purchase Contracts may be surrendered in exchange therefor without charge, and the Agent shall countersign and deliver in exchange for such temporary Purchase Contracts final Purchase Contracts evidencing a like aggregate number of Purchase Contracts of the same series and of like tenor as those evidenced by such temporary Purchase Contracts. Until so exchanged, such temporary Purchase Contracts shall be entitled to the same benefits under this Agreement as final Purchase Contracts.

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Section 3.02Number Unlimited Issuable in Series.  (a)  The aggregate number of Purchase Contracts that may be delivered under this Agreement is unlimited.

(b)The Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer’s Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Purchase Contracts of such series:

(i)the designation of the Purchase Contracts of the series, which shall distinguish the Purchase Contracts of the series from the Purchase Contracts of all other series;

(ii)any limit upon the aggregate number of the Purchase Contracts of the series that may be countersigned and delivered under this Agreement (disregarding any Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Purchase Contracts of the series);

(iii)the specific property (the “Purchase Contract Property”) used to determine the amount payable upon settlement of the Purchase Contracts of the series, and the amount of such property (or the method for determining the same);

(iv)whether the Purchase Contracts of the series provide for the purchase by the Corporation and the sale by the Holder or the sale by the Corporation and the purchase by the Holder of the Purchase Contract Property;

(v)in the case of Purchase Contracts that obligate the Corporation to sell, and the Holder to purchase, Purchase Contract Property, the Purchase Price at which and, if other than U.S. dollars, the coin or currency with which the Purchase Contract Property is to be purchased by the Holder upon settlement of the Purchase Contracts of the series (or the method for determining the same) and whether the Purchase Price for such Purchase Contracts may be paid in cash or by the exchange of any other security of the Corporation, or both, or otherwise, and the time at which such Purchase Price shall be paid (if different from the settlement date);

(vi)in the case of Purchase Contracts that obligate the Corporation to purchase, and the Holders to sell, Purchase Contract Property, the Settlement Amount for the Purchase Contracts of the series (or the method for determining the same) and, if other than U.S. dollars, the coin or currency in which such Settlement Amount is to be paid;

(vii)whether the settlement of the Purchase Contracts of the series is to be in cash or by delivery of the Purchase Contract Property, or otherwise, and the method of settlement of the Purchase Contracts of the series;

(viii)the specific date or dates on which the Purchase Contracts will be settled, whether the settlement may be accelerated by the Corporation or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts

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that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;

(ix)whether the Purchase Contracts of the series will be in registered form (“Registered Purchase Contracts”) or bearer form (“Bearer Purchase Contracts”) or both;

(x)whether any Purchase Contracts of the series will be issued in global form or definitive form or both, and whether and on what terms (if different from those set forth herein) Purchase Contracts in one form may be converted into or exchanged for Purchase Contracts in the other form;

(xi)any agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Purchase Contracts of the series;

(xii)whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;

(xiii)whether the Purchase Contracts of such series will be subject to redemption by the Corporation and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and

(xiv)any other terms of the Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).

(c)All Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer’s Certificate referred to above or as set forth in any such agreement supplemental hereto. All Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer’s Certificate or in any such agreement supplemental hereto.

Section 3.03Countersignature, Execution on Behalf of Holder and Delivery of Purchase Contracts.  (a)  The Corporation may deliver Purchase Contracts of any series executed by the Corporation to the Agent for countersignature and execution on behalf of the Holders, together with the applicable documents referred to below in this Section, and the Agent shall thereupon countersign, execute on behalf of the Holders and deliver such Purchase Contracts to or upon the order of the Corporation (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Agent as may be specified from time to time by an Issuer Order. If provided for in such procedures, such Issuer Order may authorize countersignature, execution on behalf of the Holders and delivery pursuant to oral instructions from the Corporation or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Purchase Contracts, executing such Purchase Contracts on behalf of the Holders and accepting the responsibilities under this Agreement in relation to the Purchase Contracts, the Agent shall be entitled to receive (in the case of

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subparagraphs (ii), (iii) and (iv) below only at or before the time of the first request of the Corporation to the Agent to countersign and execute on behalf of the Holders Purchase Contracts in a particular form) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(i)an Issuer Order requesting such countersignature and execution and setting forth delivery instructions if the Purchase Contracts are not to be delivered to the Corporation;

(ii)any Board Resolution, Officer’s Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Purchase Contracts were established;

(iii)an Officer’s Certificate setting forth the forms and terms of the Purchase Contracts, stating that the form or forms and terms of such Purchase Contracts have been established pursuant to Sections 3.01 and 3.02 and comply with this Agreement, and covering such other matters as the Agent may reasonably request; and

(iv)At the option of the Corporation, either an Opinion of Counsel or a letter addressed to the Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that:

(A)the forms of the Purchase Contracts have been duly authorized and established in conformity with the provisions of this Agreement;

(B)the terms of the Purchase Contracts have been duly authorized and established in conformity with the provisions of this Agreement and certain terms of the Purchase Contracts have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Corporation and will have been established in conformity with the provisions of this Agreement; and

(C)when the Purchase Contracts have been executed by the Corporation and by the Agent on behalf of the Holders and countersigned by the Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and will be valid and legally binding obligations of the Corporation, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement.

In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all

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matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Agent), who shall be counsel reasonably satisfactory to the Agent, in which case the opinion shall state that such counsel believes such counsel and the Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials.

(b)The Agent shall have the right to decline to countersign, execute on behalf of the Holders and deliver any Purchase Contract under this Section if the Agent, being advised by counsel, determines that such action may not lawfully be taken by the Corporation or if the Agent in good faith by its board of directors or board of trustees determines that such action would expose the Agent to personal liability to existing registered or beneficial holders of Purchase Contracts or would affect the Agent’s own rights, duties or immunities under the Purchase Contracts, this Agreement or otherwise.

(c)If the Corporation shall establish pursuant to Section 3.02 that the Purchase Contracts of a series are to be evidenced by one or more Global Purchase Contracts, then unless otherwise agreed between the Corporation and the Agent the Corporation shall execute and the Agent shall, in accordance with this Section and the Issuer Order with respect to such series, countersign, execute on behalf of the Holders and deliver one or more Global Purchase Contracts that (i) shall evidence all or a portion of the Purchase Contracts of such series issued in such form and not yet cancelled, (ii) in the case of Registered Purchase Contracts, shall be registered in the name of the Depositary for such Purchase Contracts or the nominee of such Depositary, (iii) shall be delivered by the Agent to such Depositary or pursuant to such Depositary’s instructions and (iv) in the case of Registered Purchase Contracts, shall bear a legend substantially to the following effect:  “Unless and until it is exchanged in whole or in part for Purchase Contracts in definitive registered form, this Purchase Contract may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

(d)If so required by applicable law, each Depositary for a series of Registered Purchase Contracts must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

(e)Each Purchase Contract shall be dated the date of its countersignature. A Purchase Contract shall not be valid for any purpose, unless and until such Purchase Contract has been executed by the Agent on behalf of the Holder and countersigned by the manual or facsimile signature of an authorized officer of the Agent. Such countersignature by an authorized officer of the Agent upon any Purchase Contract executed by the Corporation in accordance with this Agreement shall be conclusive evidence that the Purchase Contract so countersigned has been duly delivered and issued hereunder.

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Section 3.04Further Provisions Relating to Issuance of Purchase Contracts.  Purchase Contracts may be executed by the Corporation and delivered to the Agent upon the execution of this Agreement or from time to time thereafter and in connection with exchanges, substitutions and transfers of Units of any series. Subsequent to the original issuance of the Purchase Contracts, the Agent shall, subject to the conditions set forth in this Article and Article Two, countersign and execute on behalf of the Holder Purchase Contracts issued in exchange or substitution for or upon transfer of Unit Certificates evidencing one or more previously countersigned and executed Unsettled Purchase Contracts evidenced by the Unit Certificates to be exchanged, substituted for or transferred.

Section 3.05Purchase of Purchase Contract Property; Optional Acceleration of Purchase Obligations; Authorization of Agent by Holder; Transferees Bound.  (a)  Unless otherwise specified pursuant to Section 3.02, the Unsettled Purchase Contracts of any series will either (i) obligate the Holders thereof to purchase, and the Corporation to sell or deliver the cash value of, Purchase Contract Property or (ii) obligate the Corporation to purchase, and the Holders thereof to sell or deliver the cash value of, Purchase Contract Property, in each case specified pursuant to Section 3.02 (or a quantity calculated by a method specified pursuant to Section 3.02) on the Stated Settlement Date at the Purchase Price specified pursuant to Section 3.02.

(b)If this Section is specified as applicable pursuant to Section 3.02, the Corporation may, subject to paragraph (c) of this Section, at its sole option and in its sole discretion at any time or from time to time (unless otherwise specified pursuant to Section 3.02) on not less than 30 nor more than 60 days’ written notice (an “Acceleration Notice”) to the Agent and the Holders, in the manner provided in Section 11.05 and Section 11.06, respectively, accelerate the obligations of the Holders of at least the Minimum Acceleration Amount of Unsettled Purchase Contracts to purchase or sell, as the case may be, and of the Corporation to sell or purchase, as the case may be, on any Accelerated Settlement Date (provided that such Accelerated Settlement Date may not be prior to the Initial Acceleration Date), the quantity of Purchase Contract Property specified pursuant to Section 3.02 for each Unsettled Purchase Contract subject to such acceleration; provided that no such acceleration with respect to fewer than all Unsettled Purchase Contracts shall (unless otherwise specified pursuant to Section 3.02) result in fewer than the Minimum Remaining Amount of Unsettled Purchase Contracts remaining Outstanding after such Accelerated Settlement Date; and provided further that the Corporation shall have the right, in its sole discretion, on or before the 10th day prior to such Accelerated Settlement Date, to rescind any Acceleration Notice by written notice to the Agent and written notice to the Holders pursuant to Section 11.05 and 11.06 (whereupon all rights and obligations of the Corporation and the Holders that would have arisen as a result of such Acceleration Notice shall be of no force and effect), without prejudice to the rights of the Corporation, including, without limitation, its rights to deliver an Acceleration Notice in the future. If fewer than all Unsettled Purchase Contracts of such series are to be accelerated to a particular Accelerated Settlement Date, the Agent shall select from among the Unsettled Purchase Contracts such number thereof as are being accelerated on a pro rata basis, by lot or by such other means reasonably acceptable to the Agent, with appropriate adjustment being made to prevent the fractional acceleration of the settlement of Purchase Contracts, such that the settlement of Purchase Contracts are accelerated only in whole and not in part.

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(c)Each Holder of a Unit, by his acceptance thereof, authorizes and directs the Agent to enter into, deliver and perform any Purchase Contracts that are part of such Unit on his behalf, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under the Purchase Contracts evidenced by such Unit, and consents and agrees to the provisions hereof. If the provisions of Section 3.06 are applicable to the Units of any series, each Holder of a Unit of such series, by his acceptance thereof, further covenants and agrees that, to the extent such Holder is deemed to have elected to satisfy its obligations under any Purchase Contracts that are part of such Unit or to pay the exercise price of any Warrants that are part of such Unit, in either case by effecting a Security Settlement as provided in Section 3.06, and subject to the terms thereof, redemption payments with respect to any Securities that are part of such Unit shall be applied by the Agent in satisfaction of such Holder’s obligations under such Purchase Contract on the applicable Settlement Date or in payment of such exercise price on the applicable exercise date.

(d)Upon registration of transfer of a Purchase Contract of any series, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to this Article Three) under the terms of this Agreement and such Purchase Contract, and the transferor shall be released from the obligations under the Purchase Contract so transferred.

(e)Each Holder of a Unit of any series, by his acceptance thereof, authorizes the Agent to execute on his behalf any Purchase Contracts that are part of such Unit, authorizes and directs the Agent on his behalf to take such other action (including without limitation any actions required under Article Five), and covenants and agrees to take such other action as may be necessary or appropriate, or as may be required by the Agent, to effect the provisions of this Agreement, the Units and the Purchase Contracts and appoints the Agent as his attorney in fact for any and all such purposes.

Section 3.06Payment of Purchase Price.  (a)  Unless otherwise specified pursuant to Section 3.02 (in the case of a Unit of any series consisting of Securities including a Purchase Contract that obligates the Corporation to sell, and the Holder to purchase, Purchase Contract Property) or the Warrant Agreement (in the case of a Unit of any series consisting of Securities including a Warrant that is a “call warrant” (as defined in the Warrant Agreement)), the Purchase Price for any Purchase Contract Property purchased by a Holder pursuant to such Purchase Contract shall be payable at the Corporate Trust Office of the Agent and the exercise price for any Warrant Property purchased by a Holder pursuant to such Warrant shall be payable at the place or places specified in or pursuant to the Warrant Agreement:

(i)at the option of the Holder of the Unit of which such Purchase Contract or Warrant is part, after receipt by the Agent, in the case of the Purchase Contract, of written notice from the Holder not less than 10 days nor more than 20 days prior to the applicable Settlement Date or, in the case of the Warrant, after receipt by the Warrant Agent of the written exercise notice on the exercise date indicating the Holder’s choice of cash settlement, by delivery by such Holder not later than 11:00 a.m., New York City time, on the Business Day immediately preceding the Settlement Date, in the case of the Purchase Contract, or on the exercise date, in the case of the Warrant, of the Purchase Price or exercise price, as the case may be (a “Cash Settlement”), to the Agent, in the case of the

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Purchase Contract, or the Warrant Agent, in the case of Warrant, in immediately available funds payable to or upon the order of the Corporation; or

(ii)by application of any payment received by the Agent (whether in its capacity as Agent, Collateral Agent, Trustee or Paying Agent) with respect to the Securities included in the Unit of which such Purchase Contract or Warrant constitutes a part, as provided in paragraph (f) of this Section (a “Security Settlement”).

A Holder of such Units who fails to provide notice to the Agent or the Warrant Agent, as the case may be, as provided above that it will make a Cash Settlement with respect to the settlement of a Purchase Contract or Warrants, or a Holder of such Units who provides such notice but does not effect a Cash Settlement in accordance with the terms of this Section 3.06, will be deemed to have elected to have the Purchase Price for the Purchase Contract Property, or the exercise price for the Warrant, paid pursuant to a Security Settlement.

(b)Notwithstanding paragraph (a) of this Section, in the case of Purchase Contracts of any series that obligate the Corporation to sell, and the Holders to purchase, Purchase Contract Property or in the case of Warrants that are “call warrants”, the Corporation shall not be entitled to sell any Purchase Contract Property or Warrant Property, or receive any payment of the Purchase Price or exercise price therefor, if the Corporation fails to deliver such Purchase Contract Property or Warrant Property or the cash value thereof (if specified pursuant to Section 3.02 or the Warrant Agreement or the applicable Warrants) against tender by the Agent of payment therefor.

(c)Unless otherwise specified pursuant to Section 3.02, to be effective, payment with respect to a Purchase Contract or Warrant pursuant to a Cash Settlement must be deposited with the Agent or the Warrant Agent by 11:00 a.m., New York City time, in the case of the Purchase Contract, on the Business Day immediately preceding the Settlement Date or, in the case of a Warrant, on the exercise date and must be made with respect to all (and not fewer than all) of the Purchase Contracts or Warrants to be settled on such Settlement Date or exercise date (i) included in the Definitive Units that are registered in the name of the Person effecting Cash Settlement in the Purchase Contract Register or Warrant Register, as the case may be, (ii) included in the Global Units that are beneficially owned by the Person effecting Cash Settlement as specified in the records of the direct and indirect participants of the Depositary or (iii) in the case of Purchase Contracts or Warrants included in Unregistered Definitive Units, owned by the Person effecting Cash Settlement, and, in the case of (ii) and (iii) above, as certified in writing by such Person, which certification shall be collected, in the case of (ii) above, on behalf of such Person by the direct and indirect participants in the Depositary through which such Person holds interests in the Global Units, and which will be provided to the Agent or the Warrant Agent, in the case of (iii) above, by such Person or, in the case of (i) above, by the Depositary or any direct participant of such Depositary, at the time payment pursuant to a Cash Settlement is deposited with the Agent or the Warrant Agent. Any attempted Cash Settlement other than in accordance with this Section 3.06 shall be deemed to have not been made and any payments made to the Agent or the Warrant Agent by a Holder not complying with this Section 3.06 shall be returned by the Agent or the Warrant Agent to such Holder.

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(d)The Corporation shall not be obligated to deliver any Purchase Contract Property (or the cash value thereof) with respect to a Purchase Contract of any series that obligates the Corporation to sell, and the Holder to purchase, Purchase Contract Property unless it shall have received payment in full of the applicable Purchase Price for any Purchase Contract Property to be purchased thereunder in the manner set forth herein or in any Issuer Order relating to the issuance of the Purchase Contracts of such series. The Corporation shall not be obligated to pay the Purchase Price or any other Settlement Amount for any Purchase Contract Property to be purchased by the Corporation pursuant to any Purchase Contract that obligates the Corporation to purchase, and the Holder to sell, Purchase Contract Property unless it shall have received such Purchase Contract Property (or the cash value thereof) or any other Settlement Amount in the manner set forth herein or as specified pursuant to Section 3.02.

(e)In the case of Purchase Contracts that obligate the Corporation to sell, and the Holders to purchase, Purchase Contract Property or Warrants that are call warrants evidencing the Holder’s right to purchase Warrant Property, in each case consisting of securities in registered form, the Agent shall cause such securities deliverable in respect of such Purchase Contracts or Warrants, as the case may be, to be registered, in the case of Registered Units, in the name of the Holder of such Units as set forth in the appropriate Securities Register.

(f)Unless a Holder of a Unit of any series has pre-paid his obligations or has effected a Cash Settlement in satisfaction of his obligations under any Purchase Contracts or Warrants constituting a part of such Unit that obligate the Holder, or represent the Holder’s right, to purchase Purchase Contract Property or Warrant Property, respectively, any payment with respect to any Securities evidenced by such Unit that is received by the Agent (whether in its capacity as Agent, Collateral Agent, Deposit Agent, Trustee or Paying Agent) in connection with any Security Settlement shall be paid by the Agent to the Collateral Agent for delivery to the Corporation in satisfaction of the Holder’s obligations under the Global Purchase Contract or Purchase Contracts or Global Warrant or Warrants constituting a part of such Units. Any payment that is received by the Agent (whether in its capacity as Agent, Collateral Agent, Deposit Agent, Trustee or Paying Agent) with respect to a Security related to a Purchase Contract or Warrant that has been settled in accordance with Section 3.06(a)(ii) shall be distributed to the Holders of Units upon surrender of the appropriate Unit Certificate.

(g)Except as otherwise specified pursuant to Section 3.02, all payments to be made by the Holders or by the Agent (whether in its capacity as Agent, Collateral Agent, Trustee, Deposit Agent or Paying Agent) shall be made in lawful money of the United States of America, by certified check or wire transfer in immediately available funds in accordance with such regulations as the Agent may reasonably establish consistent with the provisions of this Agreement.

(h)Any payment of the applicable Purchase Price or exercise price deposited by a Holder hereunder with respect to a Purchase Contract or Warrant shall be held by the Agent or Warrant Agent, as the case may be, in custody for the benefit of the Holder and applied in satisfaction of such Holder’s obligations under such Purchase Contract or Warrant, or released and delivered to the Holder upon the failure of the Corporation to satisfy its settlement obligations against tender by the Agent or Warrant Agent, as the case may be, of such payment of the applicable Purchase Price or the exercise price.

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Section 3.07Delivery of Purchase Contract Property or Other Amounts.  Unless otherwise specified pursuant to Section 3.02, (i) in the case of Purchase Contracts obligating the Corporation to sell, and the Holders to purchase, Purchase Contract Property or Warrants that are call warrants, upon its receipt of payment in full of the Purchase Price or exercise price for the Purchase Contract Property or Warrant Property purchased by any Holder pursuant to the foregoing provisions of this Article or the Warrant Agreement, the Corporation shall cause such Purchase Contract Property or Warrant Property to be delivered to the Holders; and (ii) in the case of Purchase Contracts obligating the Corporation to purchase, and the Holders to sell, Purchase Contract Property or Warrants that are “put warrants” (as defined in the Warrant Agreement), upon its receipt of the Purchase Contract Property, Warrant Property, Settlement Amount or other amount, the Corporation shall cause the Purchase Price, exercise price, Settlement Amount or other amount, as applicable, to be delivered to the Holders, provided that in each case such delivery shall be made only upon delivery to the Agent of the related Unit Certificate.

Upon receipt of any Unit Certificate, the Agent shall cancel such Unit Certificate in accordance with Section 2.11 as a result of the delivery referred to in the preceding paragraph. If any Securities relating to Closed Purchase Contracts or exercised Warrants constituting a part of Units evidenced by such Unit Certificate remain Outstanding as a result of Cash Settlement, the Corporation shall execute and the Trustee Corporation, Warrant Agent or Deposit Agent, as the case may be, shall authenticate and deliver (i) in the case of Definitive Units, to the Holder thereof, in accordance with the terms of the applicable Indenture, Warrant Agreement, Certificate of Incorporation, or Deposit Agreement, as applicable, a new certificate or certificates representing solely the Securities still Outstanding (ii) in the case of Global Units, if a Global Security not constituting part of a Global Unit has not previously been issued by the Corporation, a second Global Security representing Securities still Outstanding that are not part of Units. If a second Global Security referred to in clause (ii) of the immediately preceding sentence has already been issued, the Agent shall note thereon an appropriate increase in the number of Securities represented by such Global Security.

Section 3.08Charges and Taxes.  The Corporation shall not be required to pay any tax or taxes that may be payable with respect to any exchange of or substitution for a Unit Certificate or Security and the Corporation shall not be required to issue or deliver such Unit Certificate or such Security unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Agent shall be under no obligation to pay any such tax.

ARTICLE 4

REMEDIES

Section 4.01Acceleration of Obligations.  If at any time there shall have occurred an Event of Default with respect to any Debt Securities constituting a part of any Units that has resulted in the principal of any Debt Securities being declared due and payable immediately pursuant to Section 5.1 of the applicable Indenture, then the Holders of not less than 25% of all Unsettled Purchase Contracts constituting a part of any Units including Debt

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Securities subject to such declaration may on behalf of all Holders of such Unsettled Purchase Contracts by notice in writing to the Corporation and Agent declare the obligations of such Holders to purchase or sell, as the case may be, and of the Corporation to sell or purchase, as the case may be, the quantity of Purchase Contract Property specified pursuant to Section 3.02 under each such Unsettled Purchase Contract to be accelerated to the date of such declaration and, upon any such declaration, such obligations shall be so accelerated. The foregoing provision is subject to the condition that if, at any time prior to settlement of such Purchase Contracts, the declaration with respect to Debt Securities referred to in the immediately preceding sentence and its consequences are rescinded and annulled in accordance with Section 5.1 of the applicable Indenture, the acceleration of the obligations with respect to Unsettled Purchase Contracts referred to in the immediately preceding sentence and its consequences may be annulled and rescinded by vote of the Holders of not less than 25% of all affected Unsettled Purchase Contracts Outstanding.

Section 4.02Unconditional Rights Under Purchase Contracts; Limitation on Proceedings by Holders.  (a)  The Holder of any Unit shall have the right, which is absolute and unconditional, to purchase or sell, as the case may be, Purchase Contract Property pursuant to such Purchase Contract and to institute suit for the enforcement of such right, and such right shall not be impaired without the consent of such Holder.

(b)No Holder of any Unit shall have any right by virtue of or by availing itself of any provision of this Agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Agreement, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given written notice to the Agent and the Corporation of a Default and of the continuance thereof and, (i) in the case of an Event of Default under Debt Securities or the applicable Indenture, the procedures (including notice to the Trustee and the Corporation) described in Article Five of the applicable Indenture have been complied with and (i) in the case of a Purchase Contract Default specified in clause (ii) of the definition thereof, unless the Holders of not less than 25% of all affected Purchase Contracts comprised by all Units then Outstanding shall have made written request upon the Agent to institute such action or proceedings in its own name as Agent hereunder and shall have offered to the Agent such reasonable indemnity as it may require pursuant to Article Six, and the Agent for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such action or proceedings and no direction inconsistent with such request shall have been given to the Agent in writing by holders of a majority of all affected Purchase Contracts constituting parts of Units then Outstanding. Any Holder of a Unit may then (but only then) seek to enforce the performance of the covenant or agreement with respect to which such Purchase Contract Default exists; it being intended and expressly covenanted by the Holder of each Unit with every other Holder and the Agent that no Holder shall have any right by virtue of or by availing itself of any provision of this Agreement to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other Holder, or to enforce any right under this Agreement, except in accordance with this Section or the Indenture and for the equal, ratable and common benefit of all Holders. For the protection and enforcement of the provisions of this Section, each and every Holder of a Unit and the Agent shall be entitled to such relief as can be given either at law or in equity.

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Section 4.03Restoration of Rights and Remedies.  If any Holder of Units has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then and in every such case, subject to any determination in such proceeding the Corporation, the Agent, the Trustee and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies the Corporation, the Agent, the Trustee and such Holder shall continue as though no such proceeding had been instituted.

Section 4.04Rights and Remedies Cumulative.  Subject to Section 4.02, and except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Unit Certificates, no right or remedy herein conferred upon or reserved to the Holders of Units is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 4.05Delay or Omission Not Waiver.  No delay or omission of any Holder to exercise any right or remedy accruing upon any Default shall impair any such right or remedy or constitute a waiver of any such Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Holders.

Section 4.06Waiver of Past Defaults.  The Holders of not less than a majority of all affected Purchase Contracts at the time Outstanding may on behalf of the Holders of all affected Units waive any past Purchase Contract Default hereunder and its consequences, except, unless theretofore cured (i) a Purchase Contract Default resulting from the failure of the Corporation to deliver (A) in the case of Purchase Contracts obligating the Corporation to sell, and the Holders to purchase, Purchase Contract Property (or the cash value specified pursuant to Section 3.02), Purchase Contract Property (or the cash value thereof) against tender of payment therefor or (B) in the case of Purchase Contracts obligating the Corporation to purchase, and the Holders to sell, Purchase Contract Property (or the cash value specified pursuant to Section 3.02), the applicable Purchase Price or other Settlement Amount specified pursuant to Section 3.02 against tender of Purchase Contract Property or other amount specified pursuant to Section 3.02 therefor or (ii) a Purchase Contract Default with respect to a covenant or provision hereof which under Article Seven cannot be modified or amended without approval of the Holder of each affected Purchase Contract that is a part of an Outstanding Unit of any series. In the case of any such waiver, the Holders, the Agent and the Corporation shall be restored to their former positions and rights hereunder, respectively.

Upon any such waiver, such Purchase Contract Default shall cease to exist, for every purpose of this Agreement, but no such waiver shall extend to any subsequent or other Purchase Contract Default or impair any right consequent thereon unless so expressly therein provided.

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Section 4.07Undertaking for Costs.  All parties to this Agreement agree, and each Holder of any Unit by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Agent for any action taken, suffered or omitted by it as Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section shall not apply to any suit instituted by the Agent, to any suit instituted by any Holder of Units, or group of Holders, holding in the aggregate more than 10% of the Outstanding Units, or to any suit instituted by any Holder for enforcement of the right to purchase or sell Purchase Contract Property under the Purchase Contracts constituting a part of the Units held by such Holder or to receive payment of the applicable Purchase Price (or other Settlement Amount that may be specified pursuant to Section 3.02) with respect thereto.

Section 4.08Waiver of Stay or Extension Laws.  The Corporation covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and the Corporation (to the extent that it may lawfully do so) each hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Agent, or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.09Agent May File Proofs of Claims.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy or other judicial proceeding relating to the Corporation or the property of the Corporation or its creditors, the Agent shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)to file and prove a claim and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agent, its agents and counsel) and of the Holders allowed in such judicial proceeding; and

(ii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Holder to make such payments to the Agent, and in the event that the Agent shall consent to the making of such payments directly to the Holders, to pay to the Agent any amount due to it hereunder; provided, however, that nothing herein shall be deemed to authorize the Agent to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Units or the rights of any Holder thereof, or to authorize the Agent to vote in respect of the claim of any Holder of Units in any such proceeding.

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Section 4.10Suits for Enforcement.  In case a Purchase Contract Default has occurred, has not been waived and is continuing, and subject to receipt by the Agent of the request referred to in Section 4.02 or the direction referred to in Section 4.11 and the security or indemnity referred to in Section 6.03(f), the Agent shall have the right to enforce, on behalf of the Holders, the Purchase Contracts and the covenants and agreements of the Corporation contained in the Purchase Contracts and in this Agreement with respect to the Purchase Contracts and to proceed to protect and enforce such rights by appropriate judicial proceedings to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any such covenant or agreement contained in this Agreement or in the Purchase Contracts or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right vested in the Agent by this Agreement or by law.

All rights of action and of asserting claims under this Agreement, or under the Units or any Securities comprised by the Units, may be enforced by the Agent without the possession of the Units or any of the Securities comprised by the Units or the production thereof on any trial or other proceedings relative thereto, and any such actions or proceedings instituted by the Agent shall be brought in its own name as agent and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Agent, each predecessor Agent and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Units or Securities in respect of which such action was taken.

Section 4.11Control by Holders.  The Holders of a majority of affected Outstanding Purchase Contracts constituting a part of any Outstanding Units shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Agent, or exercising any power conferred on the Agent with respect to such Purchase Contracts by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement and provided further that (subject to the provisions of Section 6.01) the Agent shall have the right to decline to follow any such direction if the Agent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Agent in good faith by its board of directors or board of trustees or a committee of its Responsible Officers, shall determine that the action or proceedings so directed could involve the Agent in personal liability or if the Agent in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of Units not joining in the giving of said direction, it being understood that (subject to Section 6.01) the Agent shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders.

Nothing in this Agreement shall impair the right of the Agent in its discretion (but subject to Section 4.10) to take any action deemed proper by the Agent and which is not inconsistent with such direction or directions by Holders.

ARTICLE 5

SECURITY INTERESTS AND COLLATERAL AGENT

Section 5.01Granting of Security Interests; Rights and Remedies of Collateral Agent; Perfection.  In order to secure the observance and performance of the covenants and

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agreements of the Holders of Purchase Contracts contained herein and in such Purchase Contracts, unless otherwise specified pursuant to Section 2.03:

(a)Effective upon issuance of Units of any series consisting of Securities including Purchase Contracts, and in order to secure the performance when due by the Holders thereof of their respective obligations hereunder and under the Purchase Contracts constituting a part of such Units, the Holders thereof acting through the Agent, as their attorney-in-fact, shall be deemed to assign and pledge unto the Collateral Agent, as agent of and for the benefit of the Corporation, and grant to the Collateral Agent, as agent of and for the benefit of the Corporation, a security interest in and to, and a lien upon (the “Pledge”), all of their right, title and interest in and to (i) the Pledged Items now or hereafter owned by such Holder; (ii) all additions to and substitutions for such Pledged Items as may be permissible, if so specified pursuant to Section 3.02; (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter from or in connection with (i) and (ii) above, and (iv) all powers and rights now owned or hereafter acquired under or with respect to the Pledged Items (such Pledged Items, additions, substitutions, proceeds, collections, powers and rights being herein collectively called the “Collateral”). The Pledge is granted as security only and shall not subject the Collateral Agent or the Corporation to, or transfer or in any way modify, any obligation or liability of any Holder with respect to any Pledged Item.

(b)Prior to or concurrently with the issuance of Global Units of any series of which Securities including Purchase Contracts constitute a part, the initial Holders and the Agent shall cause the Securities (other than the Purchase Contracts) constituting a part of such Global Units to be delivered to the Collateral Agent, and accompanied by an instrument of transfer executed in blank.

(c)The Collateral Agent shall have all of the rights, remedies and recourse with respect to the Collateral afforded a secured party by the Uniform Commercial Code as in effect in the State of New York (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted), in addition to, and not in limitation of, the other rights, remedies and recourse (including rights of set off) afforded to the Collateral Agent by this Agreement.

(d)Each Holder, to the extent permitted by applicable law, by accepting Units of any series issued hereunder authorizes the Collateral Agent to file Uniform Commercial Code financing or continuation statements naming such Holder as “debtor” (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) which the Collateral Agent in its sole discretion (but subject to Section 5.03(f)) may deem necessary or appropriate to further perfect, or maintain the perfection of the security interests granted hereby.

Section 5.02Distribution of Payments; Release of Collateral.  Unless otherwise specified pursuant to Section 2.03:

(a)All payments, including of principal, interest or dividends, on any Pledged Items received by the Collateral Agent pursuant to Section 3.06(f) shall be paid by the Collateral Agent in same day funds no later than 2:00 p.m., New York City time, on the Business Day such

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payments are received by the Collateral Agent or, if received on a day that is not a Business Day or after 12:00 noon, New York City time, on a Business Day, then such payment shall be made no later than 9:00 a.m., New York City time, on the next succeeding Business Day to the Corporation, in full satisfaction of the respective obligations of the Holders of the Units of which such Pledged Items are a part under the Purchase Contracts forming a part of such Units. Any such payments in excess of such obligations of the Holders shall be promptly paid to the Agent to the account designated by it for such purpose. All such payments received by the Agent as provided herein shall be applied by the Agent pursuant to the provisions hereof.

(b)Upon notice to the Collateral Agent by the Agent that one or more Holders of Units have elected to effect Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units in accordance with the terms hereof, and that either the Agent has received from such Holders, and paid to the Corporation, the related amounts pursuant to the terms of the Purchase Contracts and this Agreement or no such payment is required, and that all other conditions to such Cash Settlement have been satisfied, then the Collateral Agent shall release from the Pledge the Pledged Items relating to such Purchase Contracts.

Section 5.03Certain Duties and Responsibilities of the Collateral Agent.  The Collateral Agent accepts its duties and responsibilities hereunder as agent for the Corporation, on and subject to the following terms and conditions:

(a)The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)the duties and obligations of the Collateral Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent; and

(ii)in the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.

(b)The Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts.

(c)No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any

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of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to the provisions of this Section.

(e)The Collateral Agent is acting solely as agent for the Corporation hereunder and owes no fiduciary duties to any Person by virtue of this Agreement.

(f)Except as specifically provided herein, the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility or marketability of any Collateral given to or held by it hereunder or for the validity or sufficiency of the lien on the Collateral purported to be created hereby and shall have no obligation to file any financing or continuation statement with respect to the Collateral in any public office at any time or time.

Section 5.04Knowledge of the Collateral Agent.  The Collateral Agent shall not be deemed to have knowledge of any default by any person under any Purchase Contract, unless and until a Responsible Officer of the Collateral Agent assigned to its Corporate Trustee Administration Department shall have actual knowledge thereof or shall have received written notice thereof from the Corporation or any Holder.

Section 5.05Certain Rights of Collateral Agent.  Subject to the provisions of Section 5.03:

(a)the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request, direction, order or demand of the Corporation mentioned herein shall be sufficiently evidenced by an Officer’s Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of the Corporation, as the case may be, may be sufficiently evidenced by a Board Resolution;

(c)the Collateral Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;

(d)the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document;

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(e)the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and

(f)the Collateral Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement.

Section 5.06Compensation and Reimbursements.  The Corporation agrees:

(a)to pay to the Collateral Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law with regard to the compensation of a trustee of an express trust);

(b)except as otherwise expressly provided herein, to reimburse the Collateral Agent and any predecessor Collateral Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c)to indemnify the Collateral Agent and any predecessor Collateral Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Corporation under this Section to compensate and indemnify the Collateral Agent and any predecessor Collateral Agent and to pay or reimburse the Collateral Agent and any predecessor Collateral Agent for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of such Collateral Agent or predecessor Collateral Agent or the termination hereof or of any Purchase Contract. Such additional indebtedness shall be a senior claim to that of the Units upon all property and funds held or collected by the Collateral Agent as such, except funds held in trust for the benefit of the Holders of Units, and the Units are hereby subordinated to such senior claim.

Section 5.07Corporate Collateral Agent Required Eligibility.  There shall at all times be a Collateral Agent hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, having, together with its parent, a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal, State or District of Columbia authority and willing to act on reasonable terms. If such corporation, or its parent, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such

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corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Collateral Agent hereunder shall at all times be the Agent hereunder, the Trustee and a Paying Agent under the applicable Indenture, the Warrant Agent under the Warrant Agreement, and the Deposit Agent under the Deposit Agreement, subject to receipt of an Opinion of Counsel that the same Person is not precluded by law from acting in such capacities. If at any time the Collateral Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. The Collateral Agent may appoint one or more sub collateral agents with offices or agencies in a city or cities outside the United States.

Section 5.08Resignation and Removal; Appointment of Successor.  (a)  No resignation or removal of the Collateral Agent and no appointment of a successor Collateral Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Collateral Agent in accordance with the applicable requirements of Section 5.09.

(b)The Collateral Agent may resign by giving written notice thereof to the Corporation and the Holders, in accordance with Section 11.05 and Section 11.06, 60 days prior to the effective date of such resignation. The Collateral Agent may be removed at any time upon 60 days’ notice by the filing with it of an instrument in writing signed on behalf of the Corporation and specifying such removal and the date when it is intended to become effective. If the instrument of acceptance by a successor Collateral Agent required by Section 5.09 shall not have been delivered to the Collateral Agent within 30 days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

(c)If at any time:

(i)the Collateral Agent shall cease to be eligible under Section 5.07, or shall cease to be eligible as Agent hereunder, as Trustee under the applicable Indenture, Warrant Agent under the Warrant Agreement or as Deposit Agent under the Deposit Agreement, and shall fail to resign after written request therefor by the Corporation, or

(ii)the Collateral Agent shall become incapable of acting with respect to the Collateral or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Corporation, by Board Resolution or Officer’s Certificate, may remove the Collateral Agent and appoint a successor Collateral Agent.

(d)If the Collateral Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Collateral Agent for any cause, the Corporation, by Board Resolution or Officer’s Certificate, shall promptly appoint a successor Collateral Agent or Collateral Agents (other than the Corporation) and shall comply with the applicable requirements of Section 5.09.

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(e)The Corporation shall give, or shall cause such successor Collateral Agent to give, notice of each resignation and each removal of the Collateral Agent and each appointment of a successor Collateral Agent to all Holders of Units in accordance with Section 11.06. Each notice shall include the name of the successor Collateral Agent and the address of its Corporate Trust Office.

Section 5.09Acceptance of Appointment by Successor.  (a)  In case of the appointment hereunder of a successor Collateral Agent, every such successor Collateral Agent so appointed shall execute, acknowledge and deliver to the Corporation and to the retiring Collateral Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Collateral Agent, with like effect as if originally named as Collateral Agent hereunder; but, on the request of the Corporation or the successor Collateral Agent, such retiring Collateral Agent shall, upon payment of all amounts due and payable to it pursuant to Section 5.06, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers of the retiring Collateral Agent and shall duly assign, transfer and deliver to such successor Collateral Agent all property and money held by such retiring Collateral Agent hereunder. Any retiring Collateral Agent shall, nonetheless, retain a prior claim upon all property or funds held or collected by such Collateral Agent to secure any amounts then due it pursuant to Section 5.06.

(b)Upon request of any such successor Collateral Agent, the Corporation shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights, powers and agencies referred to in paragraph (a) of this Section.

(c)No successor Collateral Agent shall accept its appointment unless at the time of such acceptance such successor Collateral Agent shall be eligible under this Article.

(d)Upon acceptance of appointment by any successor Collateral Agent as provided in this Section, the Corporation shall give notice thereof to the Holders of Units in accordance with Section 11.06. If the acceptance of appointment is substantially contemporaneous with the resignation of the Collateral Agent, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.08. If the Corporation fails to give such notice within ten days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be given at the expense of the Corporation.

Section 5.10Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to all or substantially all the agency business of the Collateral Agent, shall be the successor of the Collateral Agent hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation shall be otherwise eligible under this Article.

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Section 5.11Money Held in Trust.  Money held by the Collateral Agent in trust hereunder need not be segregated from other funds held by the Collateral Agent, except to the extent required by law. The Collateral Agent shall be under no obligation to invest or pay interest on any money received by it hereunder, except as otherwise agreed with the Corporation. Any interest accrued on funds deposited with the Collateral Agent or any Paying Agent under this Agreement shall be paid to the Corporation from time to time and the Holders of Units (whether or not any Purchase Contracts are to be redeemed with such funds) shall have no claim to any such interest.

ARTICLE 6

THE AGENT

Section 6.01Certain Duties and Responsibilities.  (a)  The Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.

(b)No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and

(ii)In the absence of bad faith on its part, the Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.

(c)The Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts.

(d)The Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of affected Outstanding Purchase Contracts relating to the time, method and place of conducting any proceeding for any remedy available to the Agent, or exercising any power conferred upon the Agent, under this Agreement.

(e)No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for

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believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(f)Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.

(g)The Agent is acting solely as agent for the Corporation hereunder and owes no fiduciary duties to any person by virtue of this Agreement.

Section 6.02Notice of Default.  Within 90 days after the occurrence of any Purchase Contract Default of which a Responsible Officer of the Agent assigned to its Corporate Trustee Administration Department has actual knowledge (and except with respect to a Purchase Contract Default under the Purchase Contracts existing on the Settlement Date, in which event, as promptly as practicable thereafter), the Agent shall provide to all Holders of Units, in the manner provided in Section 11.06, notice of such Purchase Contract Default hereunder, unless such Purchase Contract Default shall have been cured or waived.

Section 6.03Certain Rights of Agent.  Subject to the provisions of Section 6.01:

(a)the Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request, direction, order or demand of the Corporation mentioned herein shall be sufficiently evidenced by an Officer’s Certificate or Issuer Order or Issuer Request and any resolution of the Board of Directors of the Corporation, as the case may be, may be sufficiently evidenced by a Board Resolution;

(c)the Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;

(d)the Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Agent, in its discretion, may make reasonable further inquiry or investigation into such facts or matters related to the issuance of the Debt Securities, Preferred Stock, Depositary Shares, Preferred Stock or Warrants, as the case may be, and the execution, delivery and performance of the Purchase Contracts as it may see fit, and, if the Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Corporation, at reasonable times during normal business hours, personally or by agent or attorney;

(e)the Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Agent shall not be

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responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;

(f)the Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Agent reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(g)the Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and

(h)the Agent shall not be charged with notice or knowledge of a Purchase Contract Default unless a Responsible Officer of the Agent assigned to its Corporate Trustee Administration Department shall have actual knowledge thereof.

Section 6.04Not Responsible for Recitals or Issuance of Units.  The recitals contained herein, in each of the Indentures, in the Warrant Agreement, the Deposit Agreement and in the Units, except the Trustee’s, Warrant Agent’s, the Deposit Agent’s and Agent’s certificates of authentication or countersignature, shall be taken as the statements of the Corporation, and none of the Trustee, Agent, the Warrant Agent, the Deposit Agent or any Authenticating Agent assumes any responsibility for their correctness. The Agent makes no representations as to the validity or sufficiency of this Agreement or of the Units. None of the Trustee, Agent, the Warrant Agent, the Deposit Agent or any Authenticating Agent shall be accountable for the use or application by the Corporation of the proceeds with respect to Units or be responsible for exercising any remedy hereunder on behalf of the Holders, except as expressly provided in this Agreement.

Section 6.05May Hold Units.  The Agent, the Collateral Agent, the Trustee, the Warrant Agent, the Deposit Agent, any Authenticating Agent, any Purchase Contract Registrar or any other agent of the Corporation, the Trustee, the Warrant Agent, the Deposit Agent or the Agent, in its individual or any other capacity, may become the owner or pledgee of Units and may otherwise deal with the Corporation and receive, collect, hold and retain collections from the Corporation with the same rights it would have if it were not Authenticating Agent, Purchase Contract Registrar or such other agent, the Trustee, the Warrant Agent, the Deposit Agent, the Collateral Agent or the Agent.

Section 6.06Money Held in Trust.  Money held by the Agent in trust hereunder need not be segregated from other funds held by the Agent, except to the extent required by law. The Agent shall be under no obligation to invest or pay interest on any money received by it hereunder, except as otherwise agreed with the Corporation. Any interest accrued on funds deposited with the Agent or any Paying Agent under this Agreement shall be paid to the Corporation from time to time and the Holders of Units (whether or not any Purchase Contracts are to be redeemed with such funds) shall have no claim to any such interest.

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Section 6.07Compensation and Reimbursement.  The Corporation agrees:

(a)to pay to the Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law with regard to the compensation of a trustee of an express trust);

(b)except as otherwise expressly provided herein, to reimburse the Agent and any predecessor Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c)to indemnify the Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Corporation under this Section to compensate and indemnify the Agent and any predecessor Agent and to pay or reimburse the Agent and any predecessor Agent for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of such Agent or predecessor Agent or the termination hereof or any Purchase Contract. Such additional indebtedness shall be a senior claim to that of the Units upon all property and funds held or collected by the Agent as such, except funds held in trust for the benefit of the Holders of particular Units, and the Units are hereby subordinated to such senior claim.

Section 6.08Corporate Agent Required; Eligibility.  There shall at all times be an Agent hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, having, together with its parent, a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal, State or District of Columbia authority and willing to act on reasonable terms. If such corporation, or its parent, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Agent hereunder shall at all times be the Collateral Agent hereunder, the Trustee under the Indentures and the Warrant Agent under the Warrant Agreement, subject to receipt of an Opinion of Counsel that the same Person is precluded by law from acting in such capacities. If at any time the Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. The Agent may appoint one or more sub-agents with offices or agencies in a city or cities outside the United States.

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Section 6.09Resignation and Removal; Appointment of Successor.  (a)  No resignation or removal of the Agent and no appointment of a successor Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Agent in accordance with the applicable requirements of Section 6.10.

(b)The Agent may resign by giving written notice thereof to the Corporation and the Holders, in accordance with Section 11.05 and Section 11.06, 60 days prior to the effective date of such resignation. The Agent may be removed at any time upon 60 days’ notice by the filing with it of an instrument in writing signed on behalf of the Corporation and specifying such removal and the date when it is intended to become effective. If the instrument of acceptance by a successor Agent required by Section 6.10 shall not have been delivered to the Agent within 30 days after the giving of such notice of resignation, the resigning Agent may petition any court of competent jurisdiction for the appointment of a successor Agent.

(c)If at any time:

(i)the Agent shall cease to be eligible under Section 6.08, or shall cease to be eligible as Collateral Agent hereunder, Trustee under the applicable Indenture, Warrant Agent under the Warrant Agreement or Deposit Agent under the Deposit Agreement, and shall fail to resign after written request therefor by the Corporation or by any Holder, or

(ii)the Agent shall become incapable of acting with respect to the Units or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Agent or of its property shall be appointed or any public officer shall take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Corporation, by Board Resolution or Officer’s Certificate, may remove the Agent and appoint a successor Agent, or (B) any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Agent and the appointment of a successor Agent or Agents. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Agent and appoint a successor Agent.

(d)If the Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Agent for any cause, the Corporation, by Board Resolution, shall promptly appoint a successor Agent or Agents (other than the Corporation) and shall comply with the applicable requirements of Section 6.10. If no successor Agent shall have been so appointed by the Corporation and accepted appointment in the manner required by Section 6.10, any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Agent.

(e)The Corporation shall give, or shall cause such successor Agent to give, notice of each resignation and each removal of the Agent and each appointment of a successor Agent to all Holders of Units in accordance with Section 11.06. Each notice shall include the name of the successor Agent and the address of its Corporate Trust Office.

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Section 6.10Acceptance of Appointment by Successor.  (a)  In case of the appointment hereunder of a successor Agent, every such successor Agent so appointed shall execute, acknowledge and deliver to the Corporation and to the retiring Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Agent shall become effective and such successor Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Agent, with like effect as if originally named as Agent hereunder; but, on the request of the Corporation or the successor Agent, such retiring Agent shall, upon payment of all amounts due and payable to it pursuant to Section 6.07, execute and deliver an instrument transferring to such successor Agent all the rights and powers of the retiring Agent and shall duly assign, transfer and deliver to such successor Agent all property and money held by such retiring Agent hereunder. Any retiring Agent shall, nonetheless, retain a prior claim upon all property or funds held or collected by such Agent to secure any amounts then due it pursuant to Section 6.07.

(b)Upon request of any such successor Agent, the Corporation shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Agent all such rights, powers and agencies referred to in paragraph (a) of this Section.

(c)No successor Agent shall accept its appointment unless at the time of such acceptance such successor Agent shall be eligible under this Article.

(d)Upon acceptance of appointment by any successor Agent as provided in this Section, the Corporation shall give notice thereof to the Holders of Units in accordance with Section 11.06. If the acceptance of appointment is substantially contemporaneous with the resignation of the Agent, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.09. If the Corporation fails to give such notice within ten days after acceptance of appointment by the successor Agent, the successor Agent shall cause such notice to be given at the expense of the Corporation.

Section 6.11Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which the Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any corporation succeeding to all or substantially all the agency business of the Agent, shall be the successor of the Agent hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation shall be otherwise eligible under this Article. In case any Purchase Contracts shall have been countersigned and executed, but not delivered, by the Agent then in office, any successor by merger, conversion or consolidation to such Agent may adopt such countersignature and execution and deliver the Purchase Contracts so countersigned and executed with the same effect as if such successor Agent had itself countersigned and executed such Purchase Contracts.

Section 6.12Appointment of Authenticating Agent.  At any time when any of the Units remain Outstanding the Agent may, by an instrument in writing, appoint an Authenticating Agent or Agents with respect to the Purchase Contracts to be authorized to act on behalf of the Agent to countersign, execute and deliver the Purchase Contracts issued upon exchange, registration of transfer or pursuant to Section 2.09 and Purchase Contracts so

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countersigned, executed and delivered shall be entitled to the benefits of this Agreement and shall be valid and obligatory for all purposes as if countersigned by the Agent hereunder. Wherever reference is made in this Agreement to the countersignature, execution and delivery of Purchase Contracts by the Agent or the Agent’s countersignature or execution, such references shall be deemed to include countersignature, execution and delivery on behalf of the Agent by an Authenticating Agent and a countersignature and execution executed on behalf of the Agent by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Corporation and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, subject to supervision or examination by Federal or State or District of Columbia authority and having, together with its parent, a combined capital and surplus of not less than $50,000,000. If such Authenticating Agent, or its parent, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The Agent may also appoint one or more Authenticating Agents with offices or agencies in a city or cities outside the United States.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, without the execution or filing of any paper or any further act on the part of the Agent or the Authenticating Agent, provided that such corporation shall be otherwise eligible under this Section.

An Authenticating Agent may resign at any time by giving written notice thereof to the Agent and to the Corporation. The Agent may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Corporation. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Agent may appoint a successor Authenticating Agent which shall be acceptable to the Corporation and shall provide written notice of such appointment to all Holders of Units in the manner and to the extent provided in Section 11.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. No Authenticating Agent shall have any responsibility or liability for any action taken by it as such at the direction of the Agent.

The provisions of Sections 2.10, 6.04 and 6.05 shall be applicable to each Authenticating Agent.

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Pursuant to each appointment made under this Section, the Purchase Contracts covered by such appointment may have endorsed thereon, in addition to the form of Agent’s countersignature and execution of the Purchase Contracts evidenced thereby, an alternative countersignature and execution of the Purchase Contracts contained therein in the following forms:

[                                        ], as Agent,
	as attorney in fact of the Holder hereof
By	[NAME OF AUTHENTICATING
	AGENT], as Authenticating Agent
By:
	[Authorized Officer]
	Title:
Countersigned
[                                        ], as Agent
By	[NAME OF AUTHENTICATING
	AGENT], as Authenticating Agent
By:
	[Authorized Officer]
	Title:

Section 6.13Corporation to Furnish Agent Names and Addresses of Holders.  The Corporation will furnish or cause to be furnished to the Agent:

(a)not later than 15 days after each Regular Record Date in each year, a list, in such form as the Agent may reasonably require, of the names and addresses of the Holders of Registered Units as of such Regular Record Date, and

(b)at such other times as the Agent may request in writing, within 30 days after the receipt by the Corporation of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided that no such list need be furnished if the Agent shall be the Purchase Contract Registrar, the registrar under the Warrant Agreement and the registrar under the Indenture.

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Section 6.14Preservation of Information; Communications to Holders.  (a)  The Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Registered Units contained in the most recent list furnished to the Agent as provided in Section 6.13 and the names and addresses of Holders of Registered Units received by the Agent in its capacity as Purchase Contract Registrar, the registrar under the Warrant Agreement and the registrar under the Indenture. The Agent may destroy any list furnished to it as provided in Section 6.13 upon receipt of a new list so furnished.

(b)If three or more Holders (herein referred to as “applicants”) apply in writing to the Agent, and furnish to the Agent reasonable proof that each such applicant has owned a Unit for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders with respect to their rights under this Agreement or under the Units and is accompanied by a copy of the form of proxy or other communication that such applicants propose to transmit, then the Agent shall, within five Business Days after the receipt of such application, at its election either (i) afford such applicants access to the information preserved at the time by the Agent in accordance with Section 6.14(a) or (ii) inform such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the time by the Agent, and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

If the Agent shall elect not to afford such applicants access to such information, the Agent shall, upon the written request of such applicants, mail to each Holder whose name and address appears in the information preserved at the time by the Agent, a copy of the form of proxy or other communication that is specified in such application, with reasonable promptness after a tender to the Agent of the material to be mailed and of payment, or provision for payment, of the reasonable expenses of mailing, unless within five days after such tender, the Agent shall mail to such applicants a written statement to the effect that in the opinion of the Agent, such mailing would be contrary to the best interests of the Holders or would be in violation of applicable law. Thereafter, the Agent shall be relieved of any obligation or duty to such applicants with respect to their application.

(c)Every Holder of Units, by his acceptance thereof, agrees with the Corporation and the Agent that neither the Corporation nor the Agent nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 6.14(b), regardless of the source from which such information was derived, and that the Agent shall not be held accountable by reason of mailing any material pursuant to a request made under Section 6.14(b).

Section 6.15No Obligation of Holder.  Except to the extent otherwise provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement or any Purchase Contract with respect to the obligations of the Holder of a Unit thereunder. The Corporation agrees, and each Holder of a Unit Certificate, by his acceptance thereof, shall be deemed to have agreed, that the Agent’s execution of the Purchase Contracts evidenced by the Unit Certificates shall be solely as agent and attorney in fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent provided in this Article.

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Section 6.16Tax Compliance.  (a)  The Agent, on its own behalf and on behalf of the Corporation, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable United States, federal and state tax laws, regulations or administrative practice (i) with respect to payments on, or transfer or redemption of the Debt Securities, the Warrants, the Depositary Shares, the Preferred Stock or the Purchase Contracts or (ii) if specifically instructed by the Corporation, with respect to the issuance, delivery, holding, or exercise of rights (other than by payment, transfer or redemption) under the Debt Securities, the Warrants, the Depositary Shares, the Preferred Stock or the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of, all amounts required to be withheld to the appropriate taxing authority or its designated agent. The Corporation will provide to the Agent such information as it may reasonably request in order to comply with this Section.

(b)The Agent shall comply with any direction received from the Corporation with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and may for purposes of this Agreement rely on any such direction in accordance with the provisions of Section 6.01(b)(ii) hereof.

(c)The Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available on request at reasonable times during normal business hours to the Corporation or to their authorized representatives duly authorized in writing.

(d)Unless otherwise specified pursuant to Section 2.03, the portion of the issue price of any Units of any series consisting of Debt Securities and Purchase Contracts allocable to such Debt Securities shall equal the principal amount payable at maturity of such Debt Securities. Unless otherwise specified pursuant to Section 2.03, the portion of the issue price of any Units of any series consisting of Debt Securities and Warrants allocable to such Debt Securities shall equal the portion of the issue price that is in the same proportion to such issue price as the fair market value of such Debt Securities bears to the aggregate fair market value of such Debt Securities and Warrants, taken as a whole. The Corporation and the Holders agree not to file any tax returns, or take a position with any tax authority, that is inconsistent with the characterization of the Debt Securities as debt.

(e)Unless otherwise specified pursuant to Section 2.03, the Corporation by the issuance and sale of any Unit and any Holder of a Unit by his acceptance thereof agree to (in the absence of any applicable administrative ruling or judicial determination to the contrary) treat the Securities that constitute any Unit as separate securities and to file all United States federal, state and local tax returns consistent with the treatment of such Unit as constituted by separate securities.

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ARTICLE 7

SUPPLEMENTAL AGREEMENTS

Section 7.01Supplemental Agreements Without Consent of Holders.  Without the consent of any Holders, the Corporation, when authorized by a Board Resolution or Officer’s Certificate, the Agent and the Collateral Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Agent, for any of the following purposes:

(i)to evidence the succession of another Person to the Corporation and the assumption by any such successor of the covenants of the Corporation herein and in the Purchase Contracts; or

(ii)to evidence and provide for the acceptance of appointment hereunder by a successor Agent or Collateral Agent with respect to the Units; or

(iii)to add to the covenants of the Corporation, Collateral Agent or Agent such further covenants, restrictions, conditions or provisions as the Corporation, Collateral Agent and Agent shall consider to be for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions of the Corporation a Purchase Contract Default permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided that in respect of any such additional covenant, restriction, condition or provision such supplemental agreement may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such a Purchase Contract Default or may limit the remedies available to the Holders upon such a Purchase Contract Default or may limit the right of the Holders to waive such Purchase Default; or

(iv)to comply with the Securities Act of 1933, as amended, the Exchange Act or the Investment Company Act of 1940, as amended; or

(v)to cure any ambiguity, to correct or supplement any provision herein or in the Purchase Contracts of any series that may be inconsistent with any other provision herein or therein, or to modify, alter, amend or supplement any other provisions with respect to matters or questions arising under this Agreement or under such Purchase Contracts; provided that such action shall not adversely affect the interests of the Holders in any material respect.

Section 7.02Supplemental Agreements with Consent of Holders.  With the consent of the Holders of not less than a majority of affected Unsettled Purchase Contracts Outstanding, in the case of clause (A) below, and with the consent of the Holders of not less than a majority of affected Units Outstanding, in the case of clause (B) below, by Act of said Holders delivered to the Corporation and the Agent, the Corporation, when authorized by a Board

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Resolution or Officer’s Certificate, the Agent and the Collateral Agent may enter into an agreement or agreements supplemental hereto for the purpose of

(A)modifying in any manner the terms of the Purchase Contracts or this Agreement with respect to the Purchase Contracts or the rights of the Holders of Units with respect to the Purchase Contracts, or

(B)modifying in any manner the other terms of this Agreement or the other rights of Holders of Units; provided, however, that no such supplemental agreement shall (i) without the consent of the Holder of each Outstanding Purchase Contract affected thereby in the case of clauses (1), (2) and (3) below and (ii) without the consent of the Holder of each Unit affected thereby, in the case of clauses (4) and (5) below:

(1)impair the right to institute suit for the enforcement of any Purchase Contract, or

(2)reduce the percentage of the Purchase Contracts Outstanding, the consent of whose Holders is required for any modification or amendment of the provisions of this Agreement relating to the Purchase Contracts or for any waiver of any Purchase Contract Defaults hereunder and their consequences provided for in this Agreement relating to the Purchase Contracts, or

(3)modify or affect (in any manner materially adverse to the Holders) the Holders’ rights and obligations under the Purchase Contracts; or

(4)modify or affect (in any manner materially adverse to the Holders) the terms of this Agreement or such Holder’s Units (other than the terms referred to in clause (1), (2) or (3) above); or

(5)reduce the percentage of Holders of Units whose consent is required for any modification or amendment of the provisions of this Agreement (other than the terms referred to in clause (1), (2) or (3) above).

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Section 7.03Execution of Supplemental Agreements.  In exchange for accepting the additional agencies or duties created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies or duties created by this Agreement, each of the Agent and the Collateral Agent shall be entitled to receive and (subject to Sections 6.01 and 5.03, respectively) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. Each of the Agent and the Collateral Agent may, but shall not be obligated to,

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enter into any such supplemental agreement that affects the Agent’s or the Collateral Agent’s rights, duties or immunities under this Agreement or otherwise.

Section 7.04Effect of Supplemental Agreements.  Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Units, theretofore or thereafter authenticated, countersigned, executed and delivered hereunder, under the Warrant Agreement, the Deposit Agreement, the Certificate of Incorporation and/or under the applicable Indenture shall be bound thereby.

Section 7.05Reference to Supplemental Agreements.  Unit Certificates, Debt Securities, Warrants, Purchase Contracts, the Depositary Shares and Preferred Stock authenticated, countersigned, executed and delivered after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Agent, bear a notation in form approved by the Agent as to any matter provided for in such supplemental agreement. If the Corporation shall so determine, new Unit Certificates, Debt Securities, Warrants, Purchase Contracts, Depositary Shares and Preferred Stock so modified as to conform, in the opinion of the Agent, and the Corporation, to any such supplemental agreement may be prepared and executed by the Corporation and authenticated, executed, countersigned and delivered by the Trustee, the Warrant Agent, the Deposit Agent, the Corporation and the Agent, as applicable, in exchange for Outstanding Unit Certificates, Debt Securities, Warrants, Purchase Contracts, Depositary Shares and Preferred Stock.

ARTICLE 8

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.01Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions.  The Corporation covenants that it will not merge or consolidate with any other corporation or sell, convey or lease all or substantially all of its assets to any Person, firm or corporation, except that the Corporation may merge or consolidate with, or sell, convey or lease all or substantially all of its assets to, any other corporation, provided that (i) the Corporation shall be the continuing corporation, or the successor corporation (if other than the Corporation) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia and such corporation shall assume the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed by the Corporation by supplemental agreement in form satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) neither the Corporation nor such successor corporation immediately after such merger or consolidation, or such sale, conveyance or lease shall be in default in the performance of any such covenant or condition.

Section 8.02Rights and Duties of Successor Corporation.  In case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Corporation with the same effect as if it had been named herein as the Corporation. Such successor corporation thereupon may cause to be signed, and may issue (subject to the provisions of the

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Indenture and the Warrant Agreement) in its own name any or all of the Unit Certificates, Debt Securities, Warrants, Depositary Shares, Preferred Stock and Purchase Contracts issuable hereunder which theretofore shall not have been signed by the Corporation and delivered to the Agent; and, upon the order of such successor corporation, instead of the Corporation, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Trustee, the Warrant Agent, the Deposit Agent and the Agent shall authenticate, countersign, execute and deliver, as applicable, any Unit Certificates, Debt Securities, Warrants, Depositary Shares, Preferred Stock and Purchase Contracts that previously shall have been signed and delivered by the officers of the Corporation to the Trustee, the Warrant Agent, the Deposit Agent and the Agent for authentication, execution and countersignature, and any Unit Certificate, Debt Securities, Warrants, Depositary Shares, Preferred Stock and Purchase Contracts evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee, the Warrant Agent, the Deposit Agent and the Agent for such purpose. All the Purchase Contracts so issued shall in all respects have the same legal rank and benefit under this Agreement as the Purchase Contracts theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Purchase Contracts had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance or lease such change in phraseology and form (but not in substance) may be made in the Unit Certificates and Purchase Contracts thereafter to be issued as may be appropriate.

Section 8.03Opinion of Counsel to Agent.  The Agent and the Collateral Agent, subject to Sections 6.01 and 6.03 and Sections 5.03 and 5.05, respectively, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance or lease, and any such assumption, complies with the provisions of this Article.

ARTICLE 9

COVENANTS

Section 9.01Performance Under Purchase Contracts.  The Corporation covenants and agrees for the benefit of the Holders of the Units that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of the Purchase Contracts and this Agreement.

Section 9.02Maintenance of Office or Agency.  So long as Units or Purchase Contracts are authorized for issuance pursuant to this Agreement or are Outstanding hereunder, the Corporation will maintain in the Borough of Manhattan, The City of New York, an office or agency where Registered Units may be presented or surrendered for payment or acquisition of Purchase Contract Property or where Purchase Contract Property or other property may be tendered for delivery, where Registered Units may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Corporation in respect of Units and this Agreement may be served. The Corporation hereby initially designates the Agent as its office or agency in the Borough of Manhattan, The City of New York, for each of said purposes. The Corporation will give prompt written notice to the Agent of the location, and any change in the location, of such office or agency. The Corporation will maintain one or more offices or

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agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Units of such series, or the Securities constituting such Units, are listed) where the Unregistered Units, if any, of each series may be presented or surrendered for payment or acquisition of Purchase Contract Property or where Purchase Contract Property or other property may be tendered for delivery. No payment or delivery of Purchase Contract Property on any Unregistered Unit will be made upon presentation of such Unregistered Unit at an agency of the Corporation within the United States nor will any payment or delivery of Purchase Contract Property be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Corporation. Notwithstanding the foregoing, payments in U.S. dollars of Unregistered Units of any series appertaining thereto which are payable in U.S. dollars may be made at an agency of the Corporation maintained in the Borough of Manhattan, The City of New York if such payment in U.S. dollars at each agency maintained by the Corporation outside the United States for payment on such Unregistered Units is illegal or effectively precluded by exchange controls or other similar restrictions. If at any time the Corporation shall fail to maintain any such required office or agency or shall fail to furnish the Agent with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Agent, and the Corporation hereby appoints the Agent as its agent to receive all such presentations, surrenders, notices and demands.

The Corporation may also from time to time designate one or more other offices or agencies where Debt Securities, Warrants, Depositary Shares, Preferred Stock, Purchase Contracts and Unit Certificates may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligations to maintain offices or agencies provided for in this Section. The Corporation will give prompt written notice to the Agent of any such designation or rescission and of any change in the location of any such other office or agency.

Section 9.03Money for Payments to Be Held in Trust.  Any money or other property deposited with the Agent, in trust for payment with respect to any Unit, remaining unclaimed for two years after such payment has become due and payable shall be paid to the Corporation on request of the Corporation pursuant to an Officer’s Certificate; and the Holder of such Unit shall thereafter, as an unsecured general creditor, look only to the Corporation for payment thereof, and all liability of the Agent with respect to such trust money or other property shall thereupon cease; provided that the Agent, before making any such repayment, may (but shall not be obligated to) at the expense of the Company notify (i) in the case of Registered Units evidenced by Unit Certificates, the Holders, (ii) in the case of Units evidenced by one or more global Unit Certificates, the participants of the Depositary, and (iii) in the case of Bearer Units evidenced by Unit Certificates, the holders thereof, in each case pursuant to Section 11.06, that said money has not been so applied and remains unclaimed and that after a date named in the notification any unclaimed balance of said money then remaining will be returned to the Company.

In the event that (i) the Corporation has delivered Purchase Contract Property (or the cash value thereof) to the Agent against tender of payment for such Purchase Contract

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Property or Warrant Property (or the cash value thereof) to the Warrant Agent against tender of payment for such Warrant Property (or, in the case of Purchase Contracts or Warrants calling for the purchase of Purchase Contract Property or Warrant Property, as the case may be, by the Corporation, the Corporation has tendered payment) and (ii) a Holder of a Unit Certificate fails to present and surrender the appropriate Unit Certificate to the Agent or Warrant Agent, as appropriate, the Purchase Contract Property, the Warrant Property or the cash value thereof or the Corporation’s payment for Purchase Contract Property or Warrant Property, as the case may be, deliverable upon settlement of the Purchase Contracts or Warrants, as the case may be, evidenced by such Unit Certificate, together with any distributions thereon (and, if an effective Cash Settlement with respect to the obligations under such Purchase Contracts or Warrants has been made, payments in respect of principal of any Debt Securities that are part of such Units), shall be held by the Agent, in trust, for the benefit of such Holder, until such Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Warrant Agent, the Trustee, and the Corporation (A) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (B) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the date of settlement of the related Purchase Contract or Warrant, as the case may be, any distributions received by the Agent with respect to the Purchase Contract Property delivered in respect of the Unit Certificates shall be paid to the Corporation, on the request of the Corporation pursuant to an Officer’s Certificate, and the Holders of such Unit shall thereafter, as unsecured general creditors, look only to the Corporation for payment thereof and all liability of the Agent with respect to such trust assets shall thereafter cease.

Section 9.04Statements of Officers of the Corporation as to Default.  The Corporation will deliver to the Agent, on or before [date] in each year, an Officer’s Certificate stating whether or not to the best knowledge of the signers thereof the Corporation is in default in the performance and observance of any of the terms, provisions and conditions hereof or of any Purchase Contracts, and, if the Corporation shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

[Section 9.05Luxembourg Publications.  In the event of the publication of any notice pursuant to this Agreement, the party shall make such publication in the Borough of Manhattan, The City of New York, and London and shall also, to the extent that notice is required to be given to Holders of Units of any series or Securities constituting such Units by applicable Luxembourg law or stock exchange regulation, as evidenced by an Officer’s Certificate delivered to such party, make a similar publication in Luxembourg.]

ARTICLE 10

REDEMPTIONS

Section 10.01Optional Redemption of Purchase Contracts; Redemption Upon Redemption of Debt Securities.  If this Article is specified as applicable pursuant to Section 3.02 in connection with the issuance of the Purchase Contracts of a series, any or all of such Purchase Contracts may be redeemed at the option of the Corporation, or from time to time in part, on

56

such date or dates and at a redemption price per Purchase Contract as shall be specified pursuant to Section 3.02; provided that no redemption shall result in there being more than zero but fewer than the minimum amount of Unsettled Purchase Contracts that may remain Outstanding after such redemption, as specified pursuant to Section 3.02.

Unless otherwise specified pursuant to Section 2.03, in the event that the Corporation shall redeem any Debt Security, Preferred Stock or Depositary Shares constituting part of a Unit of any series pursuant to the provisions of the applicable Indenture, such Debt Security, the Certificate of Incorporation or the Deposit Agreement, the Corporation shall redeem any Purchase Contract or, to the extent permitted under or pursuant to the Warrant Agreement, Warrant constituting part of the same Unit on the redemption date of such related Security.

Section 10.02Notice of Redemption; Partial Redemptions.  Unless otherwise specified pursuant to Section 3.02, the Corporation or, upon Issuer Order of the Corporation, the Agent in the name and at the expense of the Corporation, shall give notice of redemption to the Holders of Purchase Contracts in the manner and to the extent provided in Section 11.06, at least 30 days and not more than 60 days prior to the date fixed for redemption. Any notice which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Purchase Contract, shall not affect the validity of the proceedings for the redemption of any other Purchase Contract.

The notice of redemption to each Holder of Registered Purchase Contracts shall specify the number of Registered Purchase Contracts held by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment and that payment will be made upon presentation and surrender of Unit Certificates with respect to such Registered Purchase Contracts evidenced by Unit Certificates.

The Corporation’s obligation to provide funds for redemption shall be deemed fulfilled if, on or before 12:00 noon, local time in the place of payment, on the redemption date specified in the notice of redemption given as provided in this Section, the Corporation shall deposit with the Agent or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Purchase Contracts called for redemption at the appropriate redemption price, together with irrevocable instructions and authorization that such funds be applied to the redemption of the Purchase Contracts called for redemption upon surrender of Unit Certificates representing such Purchase Contracts, properly endorsed and assigned for transfer, in accordance with this Article.

The Corporation will deliver to the Agent at least 15 days prior to the mailing of the notice of redemption an Officer’s Certificate stating the aggregate number of Purchase Contracts to be redeemed on such date and that the Corporation has complied with the provisions of Section 10.01 and of said Purchase Contracts subject to said redemption.

If fewer than all the Purchase Contracts are to be redeemed, the Agent, prior to the mailing of the redemption notice, shall select the Purchase Contracts to be redeemed on a pro rata basis, by lot or by such other means as shall be acceptable to the Agent. Appropriate

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adjustment shall be made to prevent the fractional redemption of Purchase Contracts, such that Purchase Contracts are redeemed only in whole and not in part.

The Agent shall promptly notify the Corporation in writing of the Purchase Contracts so selected for redemption.

Section 10.03Payment of Purchase Contracts Called for Redemption.  If notice of redemption has been given as above provided, (i) the Purchase Contracts specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, and (ii) on and after the date fixed for redemption (unless the Corporation shall default in the payment of such Purchase Contracts at the redemption price) such Purchase Contracts shall cease from and after the date fixed for redemption to be entitled to any benefit under this Agreement, the Holders thereof shall have no right or obligation in respect of such Purchase Contracts except the right to receive the redemption price thereof and the Purchase Contracts shall terminate and shall no longer be deemed to be Outstanding.

If so specified pursuant to Section 3.02, on presentation and surrender of Unit Certificates representing such Purchase Contracts, properly endorsed and assigned for transfer, at a place of payment specified in such notice, such Purchase Contracts shall be paid and redeemed by the Corporation at the applicable redemption price. Following such redemption, the Unit Certificates evidencing such Closed Purchase Contracts shall be cancelled in accordance with Section 2.11. In the case of (i) Definitive Units, certificates evidencing any Outstanding Debt Securities relating to such redeemed Purchase Contracts shall be executed, authenticated and delivered in accordance with the terms of the applicable Indenture and (ii) Global Units, if a Global Debt Security not constituting part of a Global Unit has not previously been issued by the Corporation, a second Global Debenture evidencing any Outstanding Debt Security relating to such redeemed Purchase Contracts shall be executed, authenticated and delivered in accordance with the Indenture. If a second Global Debt Security referred to in clause (ii) of the immediately preceding sentence has already been issued, the Agent shall note thereon an appropriate increase in the number of Debt Securities represented by such Global Debt Security.

Any interest accrued on funds deposited with the Agent or any Paying Agent in connection with this Article 10 shall be paid to the Corporation from time to time and the Holders of Purchase Contracts (whether or not such Purchase Contracts are to be redeemed with such funds) shall have no claim to any such interest. Any funds deposited and unclaimed at the end of two years from any redemption date shall be repaid or released to the Corporation, on the request of the Corporation pursuant to an Officer’s Certificate, after which the Holder(s) of Purchase Contracts so called for redemption shall look only to the Corporation for payment of the redemption price, without any interest thereon and all liability of the Agent with respect to the redemption price shall cease.

Section 10.04Exclusion of Certain Purchase Contracts from Eligibility for Selection for Redemption.  Purchase Contracts shall be excluded from eligibility for selection for a partial redemption if they are identified by registration and certificate number in an Officer’s Certificate delivered by the Corporation to the Agent at least 10 days prior to the date of the mailing of a notice of redemption as being owned of record and beneficially by, and not pledged or hypothecated by (a) the Corporation or (b) an Affiliate of the Corporation. Purchase Contracts

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shall also be excluded from eligibility for selection for a partial redemption if they are the subject of an Acceleration Notice.

ARTICLE 11

MISCELLANEOUS PROVISIONS

Section 11.01Incorporators, Stockholders, Officers and Directors of the Corporation Immune from Liability.  No recourse under or upon any obligation, covenant or agreement contained in this Agreement, or in any Debt Security, Warrant, Depositary Share, Preferred Stock or Purchase Contract, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer, attorney-in-fact or director, as such, of the Corporation or of any successor corporation, either directly or through the Corporation or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Units by the Holders thereof and as part of the consideration for the issue thereof, provided that nothing in this Article shall impair the obligations, covenants and agreements of the Corporation contained in this Agreement and in any Debt Securities, Warrants, Depositary Shares, Preferred Stock or Purchase Contracts constituting a part of the Units of any series.

Section 11.02Compliance Certificates and Opinions.  Except as otherwise expressly provided by this Agreement, upon any application or request by the Corporation to the Agent or Collateral Agent to take any action under any provision of this Agreement, the Corporation, as applicable, shall furnish to the Agent or Collateral Agent an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include:

(i)a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

59

(iv)a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 11.03Form of Documents Delivered to Agent or Collateral Agent.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate, statement or opinion of an officer or counsel of or for the Corporation may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion is based are erroneous. Any such certificate, statement or opinion may be based, insofar as it relates to factual matters, upon a certificate, statement or opinion of, or representations by, an officer or officers of the Corporation, as applicable, stating that the information with respect to such factual matters is in the possession of the Corporation, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

Section 11.04Acts of Holders.  (a)  Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Agent and, where it is hereby expressly required, to the Corporation. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.

Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 6.01) conclusive in favor of the Agent and the Corporation, if made in the manner provided in this Section.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Agent deems sufficient.

(c)Subject to Section 2.03(a)(vii), the ownership (i) of Registered Units of any series shall be proved by the Purchase Contract Register for such series, with respect to any Purchase Contracts constituting a part of such Units, the Warrant Register for such series with

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respect to any Warrants constituting a part of such Units, the Debt Security Register for such series, with respect to any Debt Securities constituting a part of such Units, the Depositary Share Register for such series, with respect to any Depositary Shares constituting a part of such Units and the Preferred Stock Register for such series, with respect to any Preferred Stock constituting a part of such Units, and (ii) of Unregistered Units shall be proved by possession of the Unit Certificates evidencing such Units or by the appropriate records of the depositary for such Units.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Unit Certificate shall bind every future Holder of the same Unit Certificate and the Holder of every Unit Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof with respect to anything done, omitted or suffered to be done by the Agent or the Corporation in reliance thereon, whether or not notation of such action is made upon such Unit Certificate.

(e)The Corporation may set a record date for purposes of determining the identity of Holders of Units entitled to consent to any action by consent authorized or permitted hereby. Unless otherwise specified pursuant to Section 2.03, such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders of Units furnished to the Agent, pursuant hereto.

Section 11.05Notices, Etc.  Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Agreement to be made upon, given or furnished to, or filed with,

(a)the Agent or the Collateral Agent, as the case may be, by any Holder or by the Corporation shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and personally delivered or mailed, first class postage prepaid, to the Agent at [                                ], or at any other address previously furnished in writing by the Agent or the Collateral Agent, as the case may be, to the Holders and the Corporation, or

(b)the Corporation by the Agent, the Collateral Agent or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing and personally delivered or mailed, first class postage prepaid, addressed to the Corporation at 383 Madison Avenue, New York, New York 10179, Attention:  Treasurer, or at any other address previously furnished in writing to the Agent and the Collateral Agent by the Corporation.

Section 11.06Notices to Holders; Waiver.  Where this Agreement provides for notice to Holders of Registered Securities or Registered Units of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided or as provided in the Letter of Representations) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at such Holder’s address as it appears in the relevant Security Registers, with respect to the Securities constituting such Unit, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other

61

Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Agent shall constitute a sufficient notification for every purpose hereunder.

Where this Agreement provides for notice to Holders of Unregistered Securities or Unregistered Units of any event, such notice shall be sufficiently given (unless otherwise specified herein or pursuant to Section 2.03 or 3.02) either (i) through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities or Unregistered Units are owned or (ii) by publication in a newspaper in the English language of general circulation in the Borough of Manhattan, The City of New York, and in The City of London or, if publication in London is not practical, in an English language newspaper with general circulation in European Union.

Such notices will be deemed to have been given on the date of such publication, or if published in such newspapers on different dates, on the date of the first such publication.

Section 11.07Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.08Successors and Assigns.  All covenants and agreements in this Agreement, the Units, the Purchase Contracts and the Unit Certificates by the Corporation shall bind its successors and assigns, whether so expressed or not.

Section 11.09Separability Clause.  In case any provision in this Agreement or in the Units, Unit Certificates or the Purchase Contracts shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

Section 11.10Benefits of Agreement.  Nothing in this Agreement or in the Units, Unit Certificates, the applicable Indenture, the Debt Securities, the Warrants, the Purchase Contracts, the Preferred Stock or the Depositary Shares, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be parties to this Agreement and shall be bound by all of the terms and conditions hereof and of the applicable Indenture, the Warrant Agreement, the Units, the Debt Securities, the Warrants, the Purchase Contracts, the Preferred Stock and the Depositary Shares evidenced by the Units, as applicable, by their acceptance of delivery of such Units.

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Section 11.11Governing Law.  This Agreement, the Units, the Unit Certificates and the Purchase Contracts shall be governed and construed in accordance with the laws of the State of New York.

Section 11.12Legal Holidays.  Unless otherwise specified pursuant to Section 3.02, in any case where any Settlement Date shall not be a Business Day, then (notwithstanding any other provisions of this Agreement or the Purchase Contracts) the Purchase Contracts shall not be performed on such date, but shall be performed on the next succeeding Business Day with the same force and effect as if performed on such Settlement Date; provided that no interest or other amounts shall accrue or be payable by the Corporation or any Holder for the period from and after any such Settlement Date.

Section 11.13Counterparts.  This Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered (including by facsimile), shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

Section 11.14Appointment of Certain Agents.  (a)  Pursuant to Section 2.03 hereof, the Corporation may, in connection with any series of Purchase Contracts appoint                                               or any other Person as Calculation Agent to make any calculations as may be required pursuant to the terms of any such series of Purchase Contracts. Any such Calculation Agent shall act as an independent expert and, unless otherwise provided by this Agreement, its calculations and determinations under this Agreement shall, absent manifest error, be final and binding on the Corporation, the Agent and the Holders. Any such calculations will be made available to the Holders for inspection at the Agent’s Office.

(b)Unless otherwise specified pursuant to Section 2.03, the Corporation hereby appoints Agent as the Paying Agent under the applicable Indenture with respect to each Debt Security comprised by any Unit issued hereunder.

Section 11.15Inspection of Agreement.  A copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office of the Agent for inspection by any Holder.

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IN WITNESS WHEREOF, the Corporation, the Agent, the Collateral Agent, the Trustee, the Warrant Agent and the Deposit Agent have duly executed this Agreement as of the day and year first above set forth, and all Holders of Units shall become parties hereto by and upon acceptance by them of delivery of Units issued in accordance with the terms hereof.

THE BEAR STEARNS COMPANIES INC.
By:
		Name:
		Title:
[                                            ], as Agent
By:
		Name:
		Title:
[                                            ], as Collateral Agent
By:
		Name:
		Title:
[                                            ], as Trustee and
	Paying Agent under each Indenture
By:
		Name:
		Title:

[                                            ], as Warrant
	Agent under the Warrant Agreement
By:
	Name:
	Title:
[                                            ], as Deposit
	Agent under the Deposit Agreement
By:
	Name:
	Title:

EXHIBIT A

[FORM OF UNIT CERTIFICATE]

[FACE]

[IF THE UNIT CERTIFICATE IS TO BE A GLOBAL REGISTERED UNIT CERTIFICATE, INSERT—This Unit Certificate is a global Unit Certificate within the meaning of the Unit Agreement hereinafter referred to and is registered in the name of the Depository Trust Company (the “Depositary”) or a nominee of the Depositary.

Unless and until it is exchanged in whole or in part for Units in definitive registered form, this Unit Certificate may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary).

Unless this Unit Certificate is presented by an authorized representative of The Depositary ([address]) to The Bear Stearns Companies Inc. or its agent for registration of transfer, exchange or payment, and any Unit issued is registered in the name of [                          ] or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to [                          ] or such other entity as is requested by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, [                          ], has an interest herein.]

A-1

UNIT CERTIFICATE

(issuable in integral multiples of whole Units)

Evidencing the Ownership of, or Rights and Obligations
of the Holder Under, the Securities Specified Below

[Specify Securities Constituting Part of these Units]

CUSIP No.            

Certificate No.:             
Number of Units:  [Up To](1)

This Unit Certificate certifies that                                        (the “Holder”), or [registered assigns](2), is the [registered](2) owner of [( ) Units](3) [the number of Units specified in Schedule A hereto.](1)

Each Unit represents ownership by the Holder of [specify Securities constituting parts of the Unit] [, subject to the pledge of such Securities (other than Purchase Contracts) by such Holder pursuant to the Unit Agreement (the “Unit Agreement”) dated as of                            among the Corporation, [                          ], as Agent and Collateral Agent, as Trustee and Paying Agent under the applicable Indenture referred to therein, as Warrant Agent under the Warrant Agreement referred to therein and as Deposit Agent under the Deposit Agreement referred to therein, and the Holders from time to time of the Units described therein. Pursuant to the Unit Agreement, the Securities (other than Purchase Contracts) constituting part of the Units evidenced hereby have been pledged to the Collateral Agent to secure the obligations of the Holder under the Purchase Contracts constituting part of such Units.](4)

[For so long as the Purchase Contract underlying each Unit represented hereby remains in effect, such Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Unit in respect of such constituent parts may be transferred and exchanged only as a Unit.](5)

[Designated Security Register:](6)

[Other Terms of Units:]

(1)Insert in Global Unit Certificates.

(2)Insert in Registered Units.

(3)Insert in Definitive Unit Certificates.

(4)Insert in Registered Units consisting of Non-Separable Securities and Purchase Contracts.

(5)Insert in non-separable Units.

(6)Insert in non-separable Registered Units.

A-2

[INSERT APPROPRIATE SECURITY CERTIFICATE]

A-3

[FORM OF PURCHASE CONTRACT
CONTEMPLATING SALE BY                ]

THE BEAR STEARNS COMPANIES INC.

[Insert Designation of Purchase Contracts]

PURCHASE CONTRACT(S)

Purchase Contracts

between

THE BEAR STEARNS COMPANIES INC.

and

[                               ]
or registered assigns,
as holder hereunder (the “Holder”)

All capitalized terms used but not defined herein that are defined in the Unit Agreement (described below) have the meanings set forth therein, and if not defined therein, have the meaning set forth below.

Purchase Contract Property:

Quantity:

Purchase Price:

Settlement Date:

Date of Payment of Purchase Price, if different from Settlement Date:

Payment Location:

Method of Settlement:

Currency of Settlement Payment:

Authorized Number of Purchase

Contracts:

Aggregate Purchase Price:

Aggregate Quantity of Purchase Contract Property:

Contract Fees:

Corporation Acceleration:

Holders’ Acceleration:

Redemption Provisions:

Other Terms:

A-4

Subject to the conditions hereinafter set forth, the Holder agrees to purchase and The Bear Stearns Companies Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the “Corporation”), agrees to sell, subject to the terms of the Unit Agreement referred to below and as set forth herein, on the Settlement Date, the Aggregate Quantity of Purchase Contract Property, for the Purchase Price. The Purchase Contract(s) evidenced hereby shall not entitle the Holder to purchase the Purchase Contract Property prior to the Settlement Date.

The Purchase Price for the Purchase Contract Property purchased pursuant to the Purchase Contracts evidenced hereby shall be payable at the Payment Location on the Settlement Date pursuant to the Method of Settlement in the Currency of Settlement Payment.

Each Purchase Contract evidenced hereby is one of a duly authorized issue of not more than the Authorized Number of Purchase Contracts of the Corporation relating to the purchase by holders of not more than the Aggregate Quantity of Purchase Contract Property issued under the Unit Agreement, dated as of                                (the “Unit Agreement”), among the Corporation, [                                  ], as Agent (the “Agent”) and as Collateral Agent thereunder, as Warrant Agent (the “Warrant Agent”) under the Warrant Agreement referred to therein, as Deposit Agent (the “Deposit Agent”) under the Deposit Agreement referred to therein, as Trustee (the “Trustee”) and Paying Agent under each of the Indentures referred to therein, and the holders from time to time of Units, to which Unit Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Collateral Agent, the Corporation and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed, countersigned, executed on behalf of the Holder and delivered.

The Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with any transfer or exchange of each Purchase Contract evidenced hereby. No service charge shall be required for any such registration of transfer or exchange, but the Corporation and the Agent may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with any registration of transfer or exchange of Units.

Upon registration of transfer of this Purchase Contract, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Unit Agreement), under the terms of the Unit Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts hereby. The Corporation covenants and agrees, and the Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The extent to which, and the terms upon which, any cash or other property (other than the Purchase Contract Property) is payable or deliverable with respect to the Purchase Contracts evidenced hereby is described above under “Contract Fees”. The extent to which, and the terms upon which, the Corporation may accelerate the obligations of the Corporation and the Holders of the Purchase Contracts evidenced hereby is described above under “Corporation Acceleration”. The extent to which, and the terms upon which, the Holders of such Purchase

A-5

Contracts may accelerate the obligations of the Corporation and the Holders of the Purchase Contracts is described above under “Holders’ Acceleration”. The extent to which, and the terms upon which, the Corporation may redeem the Purchase Contracts evidenced hereby is described above under “Redemption Provisions”.

Subject to certain exceptions, the terms of the Purchase Contracts and the provisions of the Unit Agreement may be amended with the consent of the Holders of not less than a majority of the affected Outstanding Purchase Contracts and certain Purchase Contract Defaults may be waived with the consent of the Holders of a majority of the affected Outstanding Purchase Contracts.

Without the consent of any Holder of Units, the terms of the Unit Agreement and the Purchase Contracts may be amended to, among other things, cure any ambiguity, to correct or supplement any provision in the Unit Agreement or Purchase Contract, to add to covenants of the Corporation, Collateral Agent or Agent or to make any other provisions with respect to matters or questions arising under the Unit Agreement or the Purchase Contracts that do not adversely affect the interests of the Holders in any material respect.

Holders of the Purchase Contracts may not enforce the Unit Agreement or such Purchase Contracts except as provided in the Unit Agreement.

Any incorporator, or past, present or future stockholder, officer, attorney-in-fact or director, as such, of the Corporation or of any successor corporation shall not have any liability for any obligations of the Corporation under the Purchase Contracts or the Unit Agreement or for any claim based on, with respect to or by reason of such obligations or their creation. The Holder by his acceptance hereof waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Purchase Contracts.

The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Prior to due presentment of a Unit Certificate or Purchase Contract for registration of transfer, the Corporation, the Trustee, the Agent, the Warrant Agent, the Deposit Agent and the Collateral Agent, and any agent of the Corporation, the Trustee, the Agent, the Warrant Agent, the Deposit Agent and the Collateral Agent may treat the Person in whose name this Purchase Contract is registered as a party to the Purchase Contracts evidenced hereby for the purpose of performance of such Purchase Contracts and for all other purposes whatsoever, and neither the Corporation, the Trustee, the Agent, the Warrant Agent, the Deposit Agent and the Collateral Agent nor any such agent shall be affected by notice to the contrary.

The Holder, by his acceptance hereof, authorizes the Agent to execute the Purchase Contracts evidenced hereby on his behalf, authorizes and directs the Agent on his behalf to take such other action, and covenants and agrees to take such other action, as may be necessary or appropriate, or as may be required by the Agent, to effectuate the provisions of the Unit Agreement relating to the purchase of the Purchase Contract Property [and the pledge of the Securities (other than the Purchase Contracts) constituting part of the Unit of which this Purchase

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Contract forms a part to the Collateral Agent on the Holder’s behalf,(7)] appoints the agent as his attorney-in-fact for any and all such purposes, and agrees to be bound by the terms thereof.

The Purchase Contracts shall not, prior to the performance thereof, entitle the Holder to any of the rights of a holder of the Purchase Contract Property.

No Purchase Contract evidenced hereby shall be valid or obligatory for any purpose until countersigned and executed on behalf of the Holder by the Agent, pursuant to the Unit Agreement.

(7)Insert in Registered Units consisting of Non-Separable Securities.

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IN WITNESS WHEREOF, The Bear Stearns Companies Inc. has caused this instrument to be duly executed.

THE BEAR STEARNS COMPANIES INC.
By:
	Name:
	Title:
[                                                ], as Agent, and
	as attorney-in-fact of the Holder hereof
By:
	Authorized Officer
Countersigned
[                                                ], as Agent
By:
	Authorized Officer

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[FORM OF PURCHASE CONTRACT CONTEMPLATING
PURCHASE BY                    ]

THE BEAR STEARNS COMPANIES INC.

[Insert Designation of Purchase Contracts]

PURCHASE CONTRACT(S)

Purchase Contracts

between

THE BEAR STEARNS COMPANIES INC.

and

[                                   ]
or registered assigns,
as holder hereunder (the “Holder”)

All capitalized terms used but not defined herein that are defined in the Unit Agreement (described below) have the meanings set forth therein, and if not defined therein, have the meaning set forth below.

Purchase Contract Property:

Quantity:

Purchase Price:

Settlement Date:

Payment Location:

Method of Settlement:

Method of Computing Settlement Amount:

Currency of Settlement Payment:

Authorized Number of Purchase Contracts:

Aggregate Purchase Price:

Aggregate Quantity of Purchase Contract Property

Contract Fees:

Corporation Acceleration:

Holders’ Acceleration:

Redemption Provisions:

Other Terms:

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Subject to the conditions hereinafter set forth, the Holder agrees to sell and The Bear Stearns Companies Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the “Corporation”), agrees to purchase, subject to the terms of the Unit Agreement referred to below and as set forth herein, on the Settlement Date, the Aggregate Quantity of Purchase Contract Property, for the Purchase Price. The Purchase Contract(s) evidenced hereby shall not entitle the Corporation to purchase the Purchase Contract Property, or the Holder to receive the Purchase Price, prior to the Settlement Date.

If so indicated under Method of Settlement above, the parties’ obligations under the Purchase Contracts evidenced hereby may be settled by payment of the Settlement Amount by the Corporation or the Holder, as the case may be. The Settlement Amount payable pursuant to the Purchase Contracts evidenced hereby, as determined in accordance with the Method of Computing Settlement Amount, shall be payable on the Settlement Date in the Currency of Settlement Payment pursuant to the Method of Settlement at the Payment Location; provided that any Settlement Amount payable by Holders pursuant to the Purchase Contracts evidenced hereby may be deducted from the principal payment that may be payable by the Corporation with respect to any Debt Securities comprised by the Units of which such Purchase Contacts are a part. If the Corporation instead elects to pay the Purchase Price, the Purchase Price for the Purchase Contract Property purchased pursuant to the Purchase Contracts evidenced hereby shall be payable at the Payment Location on the Settlement Date pursuant to the Method of Settlement in the Currency of Settlement Payment.

Each Purchase Contract evidenced hereby is one of a duly authorized issue of not more than the Authorized Number of Purchase Contracts of the Corporation issued under the Unit Agreement, dated as of                         (the “Unit Agreement”), among the Corporation, [                                  ], as Agent (the “Agent”) and as Collateral Agent thereunder, as Warrant Agent (the “Warrant Agent”) under the Warrant Agreement referred to therein, as Deposit Agent (the “Deposit Agent”) under the Deposit Agreement referred to therein, as Trustee (the “Trustee”) and Paying Agent under each of the Indenture referred to therein, and the holders from time to time of Units, to which Unit Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Corporation and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed, countersigned, executed on behalf of the Holder and delivered.

The Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with any transfer or exchange of each Purchase Contract evidenced hereby. No service charge shall be required for any such registration of transfer or exchange, but the Corporation and the Agent may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with any registration of transfer or exchange of Units.

Upon registration of transfer of this Purchase Contract, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Unit Agreement), under the terms of the Unit Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts hereby. The Corporation covenants and agrees, and the

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Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The extent to which, and the terms upon which, any cash or other property (other than the Purchase Contract Property) is payable or deliverable with respect to the Purchase Contracts evidenced hereby is described above under “Contract Fees”. The extent to which, and the terms upon which, the Corporation may accelerate the obligations of the Corporation and the Holders of the Purchase Contracts evidenced hereby is described above under “Corporation Acceleration”. The extent to which, and the terms upon which, the Holders of such Purchase Contracts may accelerate the obligations of the Corporation and the Holders of the Purchase Contracts is described above under “Holders’ Acceleration”. The extent to which, and the terms upon which, the Corporation may redeem the Purchase Contracts evidenced hereby is described above under “Redemption Provisions”.

Subject to certain exceptions, the terms of the Purchase Contracts and the provisions of the Unit Agreement may be amended with the consent of the Holders of not less than a majority of the affected Outstanding Purchase Contracts and certain Purchase Contract Defaults may be waived with the consent of the Holders of a majority of the affected Outstanding Purchase Contracts.

Without the consent of any Holder of Units, the terms of the Unit Agreement or the Purchase Contracts may be amended to, among other things, cure any ambiguity, to correct or supplement any provision in the Unit Agreement or Purchase Contract, to add to the covenants of the Corporation, Collateral Agent or Agent or to make any other provisions with respect to matters or questions arising under the Unit Agreement or the Purchase Contracts that do not adversely affect the interests of the Holders in any material respect.

Holders of the Purchase Contracts may not enforce the Unit Agreement or such Purchase Contracts except as provided in the Unit Agreement.

Any incorporator, or past, present or future stockholder, officer, attorney-in-fact or director, as such, of the Corporation or any successor corporation shall not have any liability for any obligations of the Corporation under the Purchase Contracts or the Unit Agreement or for any claim based on, with respect to or by reason of such obligations or their creation. The Holder by his acceptance hereof waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Purchase Contracts.

The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Prior to due presentment of a Unit Certificate or Purchase Contract for registration of transfer, the Corporation, the Agent, the Trustee, the Warrant Agent, the Deposit Agent and the Collateral Agent, and any agent of the Corporation, the Agent, the Trustee, the Warrant Agent, the Deposit Agent and the Collateral Agent may treat the Person in whose name this Purchase Contract is registered as a party to the Purchase Contracts evidenced hereby for the purpose of performance of such Purchase Contracts and for all other purposes whatsoever, and

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neither the Corporation, the Agent, the Trustee, the Warrant Agent, the Deposit Agent and the Collateral Agent nor any such agent shall be affected by notice to the contrary.

The Holder, by his acceptance hereof, authorizes the Agent to execute the Purchase Contracts evidenced hereby on his behalf, authorizes and directs the Agent on his behalf to take such other action, and covenants and agrees to take such other action, as may be necessary or appropriate, or as may be required by the Agent, to effectuate the provisions of the Unit Agreement relating to the purchase of the Purchase Contract Property [and the pledge of the Securities (other than the Purchase Contracts) constituting part of the Unit of which this Purchase Contract forms a part to the Collateral Agent on the Holder’s behalf,(8)] appoints the agent as his attorney-in-fact for any and all such purposes, and agrees to be bound by the terms thereof.

No Purchase Contract evidenced hereby shall be valid or obligatory for any purpose until countersigned and executed on behalf of the Holder by the Agent, pursuant to the Unit Agreement.

(8)Insert in Registered Units consisting of Securities.

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IN WITNESS WHEREOF, The Bear Stearns Companies Inc. has caused this instrument to be duly executed.

THE BEAR STEARNS COMPANIES INC.
By:
	Name:
	Title:
[                                                  ], as Agent, and
	as attorney-in-fact of the Holder hereof
By:
	Authorized Officer
Countersigned
[                                                  ], as Agent
By:
	Authorized Officer

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[IF PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT, INSERT]

SCHEDULE A

GLOBAL PURCHASE CONTRACT SCHEDULE OF EXCHANGES

The initial number of Purchase Contracts represented by this Global Purchase Contract is                  . In accordance with the Unit Agreement pursuant to which this Global Purchase Contract has been issued, the following (A) exchanges of [the number of Purchase Contracts indicated below for a like number of Purchase Contracts represented by a Global Purchase Contract that has been separated from a Unit (a “Separated Purchase Contract”)(1)] [the number of Purchase Contracts that had been represented by a Global Purchase Contract that is part of a Unit (an “Attached Unit Purchase Contract”) for a like number of Purchase Contracts represented by this Purchase Contract](2)) and (B) settlements of the number of Purchase Contracts indicated below have been made:

Date of
Exchange
or Settlement Number
Exchanged for
Separate
Purchase
Contract (1) Reduced
Number
Outstanding
Following Such
Exchange(1) Number
of
Attached
Unit Purchase
Contracts
Exchanged for
Purchase Contracts
represented by
this Separated
Purchase
Contract(2) Increased
Number
Outstanding
Following such
Exchange(2) Number of
Purchase
Contracts
Settled Reduced
Number
Outstanding
Following such
Settlement Notation
Made by or
on Behalf of
Agent

(1)Applies only if this Purchase Contract is part of a Unit.

(2)Applies only if this Purchase Contract has been separated from a Unit

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[IF PURCHASE CONTRACT IS SEPARATED FROM UNIT, INSERT]

[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned assigns and transfers the Purchase Contract(s) represented by this Certificate to:

	(Insert assignee’s social security or tax identification number)
	(Insert address and zip code of assignee)
and irrevocably appoints

agent to transfer this Certificate on the books of the Corporation. The agent may substitute another to act for him or her.

Date:

Signature(s):

(Sign exactly as your name appears on the other side of this Certificate)

NOTICE:  The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.]

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[IF UNIT CERTIFICATE IS A GLOBAL UNIT CERTIFICATE, INSERT]

SCHEDULE A

GLOBAL UNIT CERTIFICATE SCHEDULE OF EXCHANGES

The initial number of Units represented by this Global Unit Certificate is                      . In accordance with the Unit Agreement pursuant to which this Global Unit Certificate has been issued, the following reductions of the number of Units represented by this Global Unit Certificate have occurred:

Number Reduced by Separation of the
Component Parts of this Date of Reduction Unit Number Reduced by
Exercise of Warrants Number Reduced by
Settlement of Purchase Contracts Number of Units Outstanding
Following any such Reduction Notation Made by or on
Behalf of Paying Agent

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[IF UNIT IS A DEFINITIVE UNIT, INSERT –

[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned assigns and transfers the Unit(s) represented by this Certificate to:

	(Insert assignee’s social security or tax identification number)
	(Insert address and zip code of assignee)
and irrevocably appoints

agent to transfer this Unit Certificate on the books of the Corporation. The agent may substitute another to act for him or her.

Date:

Signature(s):

(Sign exactly as your name appears on the other side of this Certificate)

NOTICE:  The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.]

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EX-5

Exhibit 5

[Letterhead of Cadwalader, Wickersham & Taft LLP]

August 16, 2006

The Board of Directors
The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York  10179

Ladies and Gentlemen:

We have acted as special counsel to The Bear Stearns Companies Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (Registration No. 333-       ) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an indeterminate principal amount of senior and/or senior subordinated debt securities (collectively, the “Debt Securities”) an indeterminate number of warrants (the “Warrants”), an indeterminate number of shares of the Company’s preferred stock, $1.00 par value per share (the “Preferred Stock”), an indeterminate number of depositary shares and depositary receipts evidencing fractional interests in a share of Preferred Stock (the “Depositary Shares”), an indeterminate number of purchase contracts (the “Purchase Contracts”), and an indeterminate number of units which combine one or more Debt Securities, Preferred Stock, Warrants, Depositary Shares, Purchase Contracts or other securities or property (the “Units”). The Debt Securities will be issued by the Company pursuant to the terms of (a) the Indenture, dated as of May 31, 1991, as amended and supplemented (the “Senior Indenture”), between the Company and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), as trustee (the “Trustee”), incorporated by reference as Exhibits 4(a)(1) and 4(a)(2) to the Registration Statement, or (b) the Subordinate Indenture, substantially in the form of the draft filed as Exhibit 4(a)(3) to the Registration Statement, (the “Subordinate Indenture” and, together with the Senior Indenture, the “Indentures”). The Warrants will be issued by the Company under Warrant Agreements, substantially in the forms of the agreements or drafts incorporated by reference as Exhibits 4(c)(1), 4(c)(2) and 4(c)(3) to the Registration Statement (collectively, the “Warrant Agreements”). The Preferred Stock will be issued in one or more series, the designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions of which shall be fixed by resolutions to be adopted prior to such issuance by the Company’s Board of Directors or a duly authorized committee thereof. The Depositary Shares will be issued by the Company under Deposit Agreements, substantially in the form of the draft incorporated by reference as Exhibit 4(d)(11) to the Registration Statement (each, a “Deposit Agreement”). The Purchase Contracts

will be issued by the Company under Purchase Contracts, substantially in the form of the draft filed as Exhibit 4(d)(13) to the Registration Statement.  The Units will be issued by the Company under Unit Agreements, substantially in the form of the draft filed as Exhibit 4(d)(14) to the Registration Statement. The Debt Securities, Warrants, Preferred Stock, Depositary Shares, Purchase Contracts and Units will be sold by the Company either (i) directly on its own behalf, (ii) pursuant to one or more Underwriting Agreements substantially in the forms of the drafts or agreements incorporated by reference as Exhibits 1(a), 1(d), 1(e) and 1(f) to the Registration Statement (each, an “Underwriting Agreement”) or (iii) pursuant to one or more Distribution Agreements substantially in the forms of the agreements incorporated by reference as Exhibits 1(b) and 1(c) to the Registration Statement (each, a “Distribution Agreement”).

In rendering the opinions set forth below, we have examined and relied upon the originals, copies or specimens, certified or otherwise identified to our satisfaction, of the Transaction Documents (as defined below) and such certificates, corporate and public records, agreements and instruments and other documents, including, among other things, the documents delivered on the date hereof, as we have deemed appropriate as a basis for the opinions expressed below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens, the authenticity of the originals of such documents, agreements and instruments submitted to us as copies or specimens, the conformity of the text of each document filed with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, and the accuracy of the matters set forth in the documents, agreements and instruments we reviewed. As to any matters of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy of, the representations and warranties contained in the Transaction Documents and we have relied upon certificates and oral or written statements and other information obtained from the Company, the other parties to the transaction referenced herein and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Company and others in connection with the preparation and delivery of this letter.

In particular, we have examined and relied upon: (a) the Registration Statement, (b) the Prospectus that is a part of the Registration Statement (the “Prospectus”), (c) the Senior Indenture, the form of Subordinate Indenture and the forms of Debt Securities included therein, (d) the forms of Warrant Agreements, (e) the forms of Warrant Certificates attached as Exhibits to the Warrant Agreements, (f) the forms of

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Deposit Agreements, (g) the forms of Purchase Contracts, (h) the forms of Unit Agreements, (i) the forms of Underwriting Agreements, and (j) the forms of Distribution Agreements. Items (a) through (j) above are referred to in this letter as the “Transaction Documents.”

We have also assumed that all documents, agreements and instruments have been duly authorized, executed and delivered by all parties thereto, that all such parties are validly existing and in good standing under the laws of their respective jurisdictions of organization, that all such parties had the power and legal right to execute and delivery all such documents, agreements and instruments, and that such documents, agreements and instruments are legal, valid and binding obligations of such parties (other than the Company), enforceable against such parties (other than the Company) in accordance with their respective terms.

We have also assumed that each of the Senior Indenture, the Subordinate Indenture, the Warrant Agreements, the Deposit Agreements, the Purchase Contracts and the Unit Agreements is in consideration of or relates to an obligation arising out of a transaction covering in the aggregate not less than $1,000,000.

We express no opinion concerning the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware. While we are not licensed to practice law in the State of Delaware, we have reviewed applicable provisions of the Delaware General Corporation Law as we have deemed appropriate in connection with the opinions expressed herein. Except as described, we have neither examined nor do we express any opinion with respect to Delaware law.

Based upon and subject to the foregoing, we are of the opinion that:

1.             The senior Debt Securities, when duly authorized and executed by the Company, authenticated and delivered by the Trustee pursuant to the terms of the Senior Indenture, and sold and delivered by the Company as contemplated by the Prospectus, as the same may be supplemented from time to time, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be validly issued and outstanding and entitled to the benefits provided by the Senior Indenture.

2.             Subject to the taking of the additional proceedings contemplated by the Prospectus, as the same may be supplemented from time to time, the subordinate Debt Securities, when duly authorized and executed by the Company, authenticated and delivered by the trustee under the

3

Subordinate Indenture pursuant to the terms of the Subordinate Indenture and sold and delivered by the Company as contemplated by the Prospectus, as the same may be supplemented from time to time, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership  or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be validly issued and outstanding and entitled to the benefits provided by the Subordinate Indenture.

3.             The Warrants, when duly authorized and executed by the Company, authenticated by the applicable warrant agent pursuant to the terms of the Warrant Agreements and sold and delivered by the Company as contemplated by the Prospectus, as the same may be supplemented from time to time, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be validly issued and outstanding and entitled to the benefits provided by the applicable Warrant Agreement.

4.             Subject to the taking of the additional proceedings contemplated by the Prospectus, as the same may be supplemented from time to time, and provided that any issuance of Preferred Stock by the Company is duly authorized by the Company’s board of directors and that the number of shares of Preferred Stock issued by the Company at no time exceeds the maximum amount of shares of Preferred Stock authorized to be issued by the Company’s certificate of incorporation, the shares of Preferred Stock, when issued, paid for and delivered, as contemplated by the Prospectus, as the same may be supplemented from time to time, will be validly issued, fully paid and non-assessable.

5.             Subject to the taking of the additional proceedings contemplated by the Prospectus, as the same may be supplemented from time to time, and provided that any issuance of Depositary Shares is duly authorized by the Company’s board of directors and that the number of Depositary Shares issued by the Company at no time exceeds the maximum amount of shares of Preferred Stock authorized to be issued by the Company’s certificate of incorporation, the Depositary Shares, when issued, paid for and delivered pursuant to the terms of the Deposit

4

Agreements and as contemplated by the Prospectus, as the same may be supplemented from time to time, will be validly issued, fully paid and non-assessable.

6.             Subject to the taking of the additional proceedings contemplated by the Prospectus, as the same may be supplemented from time to time, the Purchase Contracts, when duly authorized and executed by the Company and sold and delivered as contemplated by the Prospectus, as the same may be supplemented from time to time, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

7.             Subject to the taking of the additional proceedings contemplated by the Prospectus, as the same may be supplemented from time to time, the Units, when duly authorized and executed by the Company, authenticated by the applicable unit agent pursuant to the terms of the Unit Agreements and sold and delivered by the Company as contemplated by the Prospectus, as the same may be supplemented from time to time, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sough in a proceeding at law or in equity), and will be validly issued and outstanding and entitled to the benefits provided by the applicable Unit Agreement.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this Firm in the Prospectus constituting a part of the Registration Statement under the caption “Validity of the Securities,” without admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

We further consent to the use of this letter as an exhibit to applications to the securities commissioners of various states of the United States for registration or qualification of the Debt Securities, the Warrants, the Preferred Stock, the Depositary Shares, the Purchase Contracts or the Units under the securities laws of such states.

5

We are furnishing this letter to you solely for your benefit in connection with the transactions referred to herein. Without our prior written consent, this letter is not to be relied upon, used, circulated, quoted or otherwise referred to by, or assigned to, any other person (including any person that acquires any Debt Securities, Warrants, Preferred Stock, Depositary Shares, Purchase Contracts or Units from you or that seeks to assert your rights in respect of this letter (other than your successor in interest by means of merger, consolidation, transfer of a business or other similar transaction)) or for any other purpose. In addition, we disclaim any obligation to update this letter for changes in fact or law, or otherwise.

Very truly yours,

/s/ Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP

6

EX-8

Exhibit 8

August 16, 2006

The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York  10179

Ladies and Gentlemen:

We have acted as special counsel to The Bear Stearns Companies Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of the Prospectus Supplements, dated August 16, 2006 (the “Prospectus Supplements”), to the Prospectus, dated August 16, 2006 (the “Prospectus”), pursuant to which the Company may from time to time issue its Medium Term Notes, Series B (the “Notes”). The Prospectus and Prospectus Supplements are included in the Registration Statement on Form S-3 (Registration No. 333-[       ]) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to which this letter is an exhibit.

In rendering the opinion set forth below, we have examined and relied upon, among other things, (a) the Registration Statement, including the Prospectus and Prospectus Supplements constituting a part thereof, (b) the Indenture, dated as of May 31, 1991, as supplemented by the First Supplemental Indenture, dated as of January 29, 1998 (as supplemented, the “Indenture”), between the Company and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), as Trustee, filed as an exhibit to the Registration Statement, and (c) originals, copies or specimens, certified or otherwise identified to our satisfaction, of such certificates, corporate and public records, agreements and instruments and other documents as we have deemed appropriate as a basis for the opinion expressed below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens, the authenticity of the originals of such documents, agreements and instruments submitted to us as copies or specimens, the conformity of the text of each document filed with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, and the accuracy of the matters set forth in the documents, agreements and instruments we reviewed. We have further assumed that all statements, facts, representations and covenants made therein are and remain true (without regard to any

qualifications stated therein and without undertaking to verify such statements, facts and representations by independent investigation), that the respective parties thereto and all parties referred to therein will act in all respects at all relevant times in conformity with the requirements and provisions of such documents, and that none of the terms and conditions contained therein has been or will be waived or modified in any respect. As to matters of fact relevant to the opinions expressed herein, we have relied upon certificates and oral or written statements and other information obtained from the Company, the other parties to the transaction referenced herein, and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to our opinion, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Company in connection with the preparation and delivery of this letter. In addition, we have assumed that the Notes will be executed and delivered in substantially the form in which they are filed as an exhibit to the Registration Statement and that the other agreements and instruments that we reviewed have been duly and validly authorized, executed and delivered by the parties thereto.

We have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.

The following opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury regulations, and rulings and decisions thereunder, each as in effect on the date hereof, and may be affected by amendments to the Code or to Treasury regulations thereunder or by subsequent judicial or administrative interpretations thereof. We expressly disclaim any obligation or undertaking to update or modify this opinion as a consequence of any future amendments to the Code or Treasury regulations thereunder or subsequent judicial or administrative interpretations thereof or any changes in the facts bearing upon this opinion, any of which could affect our conclusions. We express no opinion other than as to the federal income tax laws of the United States of America.

Based upon and subject to the foregoing, we are of the opinion that:

The statements made in the Prospectus Supplements under the caption “Certain US Federal Income Tax Considerations,” to the extent such statements summarize material federal tax consequences of the purchase, beneficial ownership and disposition of the Notes to the holders thereof described therein, are correct in all material respects.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this Firm in the Prospectus Supplements constituting a part of the Registration Statement under the captions “Certain US Federal Income Tax Considerations” and “Validity of the Notes,” without admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the

2

Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP

3

EX-15

Exhibit 15

Deloitte & Touche LLP

Two World Financial Center

New York, NY 10281-1414

USA

Tel: +1 212 436 2000

Fax: +1 212 436 5000

www.deloitte.com

August 15, 2006

The Bear Stearns Companies Inc.

383 Madison Avenue

New York, NY 10179

To the Board of Directors and Stockholders of The Bear Stearns Companies Inc.

We have made a review, in accordance with the standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim condensed consolidated financial information of The Bear Stearns Companies Inc. and subsidiaries for the periods ended February 28, 2006 and February 28, 2005, and May 31, 2006 and May 31, 2005, as indicated in our reports dated April 7, 2006 and July 7, 2006. As indicated in such reports, because we did not perform audits, we expressed no opinions on that information.

We are aware that our reports referred to above, which are included in your Quarterly Reports on Form 10-Q for the quarters ended February 28, 2006 and May 31, 2006, are being incorporated by reference in this Registration Statement.

We are also aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered part of the Registration Statement prepared or certified by an accountant or reports prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Member of

Deloitte Touche Tohmatsu

EX-23.A

EXHIBIT 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (No. 333-[         ]) of The Bear Stearns Companies Inc. on Form S-3 of our reports dated February 10, 2006 relating to the consolidated financial statements and financial statement schedule of The Bear Stearns Companies Inc. (which reports express an unqualified opinion and include an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123,” in 2003, discussed in Note 1 to the consolidated financial statements), and to management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Bear Stearns Companies Inc. for the fiscal year ended November 30, 2005, as amended by Amendment No. 1 on Form 10-K/A, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

New York, New York

August 15, 2006