7.80% JUNIOR SUBORDINATED

DEFERRABLE INTEREST DEBENTURE

DUE May 15, 2031

$270,618,575 Principal Amount

The Bear Stearns Companies Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the Registered Holder named above, the principal sum of Two Hundred Seventy Million, Six Hundred Eighteen Thousand, Five Hundred and Seventy Five Dollars ($270,618,575), on May 15, 2031 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. The Company further promises to pay to the registered holder hereof as hereinafter provided (a) interest on said principal sum (subject to deferral as set forth herein) at the rate of 7.80% per annum (the "Coupon Rate"), in like coin or currency, quarterly in arrears on the 15th day of May, August, November and February (each an "Interest Payment Date") commencing August 15, 2001 from the date next preceding the date hereof to which interest has been paid or duly provided for (unless (i) no interest has yet been paid or duly provided for on this debenture (the "Debenture"), in which case from the date of original issuance, or (ii) the date hereof is before an Interest Payment Date but after the related Record Date (as defined below), in which case from such following Interest Payment Date or next succeeding Business Day to which interest shall have been paid; provided, however, that if the Company shall default in payment of the interest due on such following Interest Payment Date or Business Day, then from the next preceding date to which interest has been paid or duly provided for), until the principal hereof shall become due and payable, plus (b) interest on overdue principal and, to the extent permitted by applicable law, on any interest payment that is not made when due at the Coupon Rate, compounded quarterly. The interest so payable will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the Record Date next preceding such Interest Payment Date. The Record Date shall be the Business Day next preceding the Interest Payment Date, unless this Certificate is registered to a holder other than the Property Trustee or a nominee of The Depository Trust Company, in which case the Record Date will be the 1st day of the month in which the relevant Interest Payment Date occurs. This Debenture may be presented for payment of principal and interest at the offices of The Chase Manhattan Bank, as paying agent for the Company, maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to such address of the person entitled thereto as the address shall appear on the Register of the Debentures or (ii) by transfer to an account maintained by the Person entitled thereto as specified in the Register, provided that proper transfer instructions have been received by the Record Date. Interest on the Debenture will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date such payment was originally payable, without any interest or other payment with respect to any such delay.

详文见附件