EXHIBIT 10.2


                         THE BEAR STEARNS COMPANIES INC.
                     RESTRICTED STOCK UNIT PLAN, AS AMENDED

      (Amended and Restated as of March 31, 2004 and Further Amended as of
                                 April 18, 2007)

   1. Purpose. The purpose of The Bear Stearns Companies Inc. Restricted Stock
Unit Plan (the "Plan") is to secure for The Bear Stearns Companies Inc. and its
successors and assigns (the "Company") and its stockholders the benefits of the
additional incentive inherent in the ownership of the Company's common stock,
par value $1.00 per share (the "Common Stock"), by selected employees of the
Company and its subsidiaries who are important to the success and growth of the
business of the Company and its subsidiaries and to help the Company and its
subsidiaries secure and retain the services of such persons. The Plan provides
for discretionary grants of stock units ("Restricted Stock Units") to or for the
benefit of participating employees of the Company and its subsidiaries, which
grants shall be subject to the terms and conditions set forth in the Plan and in
the agreement evidencing such Award. Such units can be granted by the Committee,
as hereinafter defined, based upon both future and past services.

   2. Committee.

      2.1 Administration. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors of the Company (the Board
of Directors). Any vacancy on the Committee, whether due to action of the Board
of Directors or due to any other cause, may be filled by resolution adopted by
the Board of Directors. The full Board of Directors may perform any function of
the Committee hereunder, in which case the term "Committee" shall refer to the
Board. The express grant of any specific power to the Committee, and the taking
of any action by the Committee, shall not be construed as limiting any power or
authority of the Committee. The Committee may delegate to officers or managers
of the Company or any subsidiary or affiliate, or committees thereof, authority,
other than authority to make grants under the Plan, to perform such functions as
the Committee may determine, including administrative functions, subject to such
terms as the Committee shall determine.

      2.2 Interpretation. The Committee shall have full power and authority to
interpret the provisions of the Plan and any agreement evidencing or relating to
an award of Restricted Stock Units ("Award") under the Plan, and to determine
any and all questions arising under the Plan, and its decisions shall be final
and binding on all participants in the Plan.

   3. Shares Subject to Grants.

      3.1 Number of Shares. Subject to the adjustment of provisions of Section
3.3, the number of shares of Common Stock that may be issued or delivered in
connection with awards of Restricted Stock Units under the Plan shall not exceed
25,000,000 shares. The Committee may adopt reasonable counting procedures to
ensure appropriate counting, avoid double counting and make adjustments if the
number of shares actually delivered differs from the number of shares previously
counted in connection with an Award. Shares subject to an Award that is
canceled, expired, forfeited, settled in cash or otherwise terminated without a
delivery of shares to the participant will again be available for Awards, and
shares withheld or surrendered in payment of the taxes relating to an award
shall be deemed to constitute shares not delivered to the participant and shall
be deemed again to be available for Awards under the Plan.

      3.2 Character of Shares; Reservation of Shares. Shares of Common Stock
delivered under the Plan shall be issued Common Stock held in the Company's
treasury, shares held by any trust or other arrangement established pursuant to
Section 5.10 hereof or a combination thereof. At all times, the Company shall
have reserved for awards under the Plan or shall have contributed to, or cause
to be purchased by, any such trust or other arrangement the number of shares of
Common Stock to be issued under this Plan equal to the maximum number of shares
set forth in Section 3.1, reduced by such number of shares that have been
previously issued or delivered as a result of this Plan.



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      3.3 Adjustments. In the event that any large, special and non-recurring
dividend or other distribution (whether in the form of cash or property other
than Common Stock), recapitalization, forward or reverse split, stock dividend,
reorganization, merger, consolidation, spin-off, combination, repurchase, share
exchange, liquidation, dissolution or other similar corporate transaction or
event affects the Common Stock such that an adjustment is determined by the
Committee to be appropriate under the Plan, then the Committee shall, in such
manner as it may deem equitable, adjust any or all of the number and kind of
shares reserved and available for Awards under the Plan and the number and kind
of shares subject to outstanding Restricted Stock Units.

   4. Employees Eligible. Awards may be granted to or for the benefit of any
employee who holds the position of a managing director or below, whom the
Committee selects for participation for a given performance year. Employees who
hold the position of senior managing director or above shall not be eligible to
be granted Awards under the Plan. An individual receiving any Award under the
Plan is referred to herein as a "participant". Any reference herein to the
employment of a participant by the Company shall include his or her employment
by the Company or any of its subsidiaries.

   5. Restricted Stock Units.

      5.1 In General. For the fiscal 2000 performance year and each performance
year thereafter during which the Plan remains in effect (each, a "Performance
Year"), each eligible employee selected to participate shall be granted an award
of Restricted Stock Units. Each Award shall be evidenced by an agreement which
shall set forth the terms and conditions of such Award, including without
limitation, the date or dates upon which such Award shall vest and the
circumstances (including, without limitation, Termination of Employment, as
defined in Section 6.2, or failure to satisfy one or more restrictive covenants
or other ongoing obligations) under which such Award shall not vest. The Award
shall also be subject to such other terms and conditions not inconsistent
herewith as the Committee shall determine.

      5.2 Nature of Restricted Stock Units; Accounts. Each Restricted Stock Unit
represents a right for one share of Common Stock to be delivered upon settlement
at the end of the Deferral Period (as defined below), subject to a risk of
cancellation and to the other terms and conditions set forth in the Plan, the
agreement evidencing the Award and any additional terms and conditions set by
the Committee. The Company shall establish and maintain an account for the
participant to record Restricted Stock Units and transactions and events
affecting such units. Restricted Stock Units and other items reflected in the
account will represent only bookkeeping entries by the Company to evidence
unfunded obligations of the Company.

      5.3 Deferral Period and Settlement Date. Except as otherwise provided in
this Section 5.3, Section 6 or Section 7, Restricted Stock Units (if not
previously cancelled) will be automatically settled on or about the date or
dates set forth in the agreement evidencing the Awards. The period from the date
of the Award through the date of settlement is referred to as the "Deferral
Period". The Committee may permit the participant to elect to further defer
settlement (thereby extending the Deferral Period), subject to such terms and
conditions as the Committee may specify. In addition, unless otherwise
determined by the Committee, if the Committee reasonably determines that any
settlement of Restricted Stock Units would result in payment of compensation to
a participant which is not deductible by the Company under Code Section 162(m),
such settlement shall be automatically deferred to the extent necessary to avoid
payment of such non-deductible compensation, with this automatic deferral of
each Restricted Stock Unit continuing only until such date as settlement can be
effected without loss of deductibility by the Company under Section 162(m).

      5.4 Vesting of Restricted Stock Units. Unless otherwise determined by the
Committee or unless otherwise provided in the agreement evidencing the Award, in
the event of the participant's Termination of Employment (as defined in Section
6.2), the participant's Restricted Stock Units which are not vested as of the
date of such Termination of Employment, shall not vest and shall be immediately
cancelled for no value.

      5.5 Dividend Equivalents. Restricted Stock Units granted to a participant
shall be credited with dividend equivalent as provided in this Section 5.5.
Dividend equivalents shall be subject to the terms and conditions set forth in
the agreement evidencing the Award.



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         (i) Cash Dividends. If the Company declares and pays a cash dividend on
      Common Stock, then a number of additional Restricted Stock Units shall be
      credited to the participant as of the payment date for such dividend equal
      to (A) the number of Restricted Stock Units credited to the participant as
      of the record date for such dividend, multiplied by (B) the amount of cash
      actually paid as a dividend on each share at such payment date, divided by
      (C) the Fair Market Value of a share of Common Stock at the ex-dividend
      date.

         (ii) Non-Stock Dividends. If the Company declares and pays a dividend
      on Common Stock in the form of property other than shares of Common Stock,
      then a number of additional Restricted Stock Units shall be credited to
      the participant as of the payment date for such dividend equal to (A) the
      number of Restricted Stock Units credited to the participant as of the
      record date for such dividend, multiplied by (B) the fair market value of
      any property other than shares actually paid as a dividend on each share
      at such payment date, divided by (C) the Fair Market Value of a share of
      Common Stock at the ex-dividend date.

         (iii) Modifications to Dividend Equivalents Policy. Other provisions of
      this Section 5.5 notwithstanding, the Committee may modify the manner of
      payment or crediting of dividend equivalents hereunder, in order to
      coordinate the value of a participant's accounts with any trust holding
      shares established under Section 5.10, for administrative convenience, or
      for any other reason.

      5.6 Vesting, Settlement and Other Terms Applicable to Restricted Stock
Units Resulting from Dividends. Additional Restricted Stock Units credited under
Section 5.5 will be subject to the same terms, including terms governing
vesting, cancellation and Deferral Periods, as the underlying Restricted Stock
Units.

      5.7 Restriction on Transferability During Deferral Period. During the
Deferral Period, the participant shall not be permitted to sell, transfer,
pledge, or otherwise encumber the Restricted Stock Units or the shares issuable
in settlement thereof, except to the extent specifically approved by the
Committee or as provided in the agreement evidencing the Award.

      5.8 Delivery of Shares in Settlement of Restricted Stock Units; Fractional
Shares. The Company may make delivery of shares hereunder in settlement of
Restricted Stock Units by either delivering one or more certificates
representing such shares to the participant, registered in the name of the
participant (and any joint name, if so directed by the participant), by
depositing such shares into an account maintained for the participant (or of
which the participant is a joint owner, with the consent of the participant) by
a broker-dealer affiliated with the Company or any such account established in
connection with any Company plan or arrangement providing for investment in
Common Stock and under which the participant's rights are similar in nature to
those under a stock brokerage account or by delivering such shares to the
Trustee ("Trustee") of a pension plan of which the participant is a member. If
the Committee determines to settle Restricted Stock Units by making a deposit of
shares into such an account, the Company may settle any fractional Restricted
Stock Unit by means of such deposit. In other circumstances or if so determined
by the Committee, the Company shall instead pay cash in lieu of fractional
shares, on such basis as the Committee may determine. In no event will the
Company in fact issue fractional shares. The Committee may determine whether,
prior to settlement, Restricted Stock Units will be reflected as whole units
only or include fractional units, and related terms.

      5.9 Definition of "Fair Market Value". Unless otherwise determined by the
Committee, "Fair Market Value" of a share of Common Stock on any date means (i)
if the Common Stock is listed on a national securities exchange or quotation
system reporting last-sale information, the closing sales price on such exchange
or quotation system on such date or, in the absence of reported sales on such
date, the closing sales price on the immediately preceding date on which sales
were reported; or (ii) if the Common Stock is not listed on a national
securities exchange or quotation system providing last-sale information, the
fair value as determined by such other method as the Committee determines in
good faith to be reasonable.



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      5.10 Trusts. The Committee may, in its discretion, establish one or more
trusts or other arrangements and deposit therein amounts of cash, Common Stock,
or other property to meet the obligations created under the Plan to deliver
shares of Common Stock to participants; provided, however, that the existence of
such trusts or other arrangements is consistent with the unfunded status of the
Plan. In such case, the amounts of hypothetical income and appreciation and
depreciation in value of such account shall be equal to the actual income on,
and appreciation and depreciation of, the assets in such trust(s). Other
provisions of the Plan notwithstanding, the timing of allocations and other
events relating to assets in such account may be varied to reflect the timing of
allocations and events relating to actual investments of the assets of such
trust(s). To the extent that shares of Common Stock held by a trust or other
arrangement established pursuant to this Section 5.10 are allocated to a
participant's Restricted Stock Units, the participant shall have the right,
subject to applicable law, to instruct the trustee of such trust or similar
arrangement with respect to the exercise of voting rights on such allocated
shares and as to whether (or not) to tender or exchange any such allocated
shares in any tender or exchange offer in accordance with the instruments
governing such trust or other arrangement as in effect from time to time.

   6. Certain Termination Provisions. In the event of a participant's
Termination of Employment by reason of death, the following provisions shall
apply. The consequences of a participant's Termination of Employment for any
other reason shall be as set forth in the agreement evidencing the Award.

      6.1 Death. In the event of a participant's Termination of Employment due
to death Restricted Stock Units shall become fully vested at the date of such
Termination of Employment, and the Deferral Period applicable to such Restricted
Stock Units shall end and such units shall be settled in full by delivery of
shares as promptly as practicable following such Termination of Employment.

      6.2 For purposes of this Plan: "Termination of Employment" means the event
by which participant ceases to be employed by the Company or any subsidiary of
the Company and, immediately thereafter, is not employed by or providing
substantial services to any of the Company or a subsidiary of the Company.
Neither (i) a transfer of an employee from the Company to a subsidiary or other
affiliate of the Company to another, nor (ii) a duly authorized leave of
absence, shall be deemed a Termination of Employment.

   7. Change in Control.

      7.1 Effect of a Change in Control. In the event of a Change in Control of
the Company, as defined below, the Committee may, in its sole discretion,
provide that any of the following actions shall be taken as a result, or in
anticipation, of any such event to assure fair and equitable treatment of
participants:

         (i) acceleration of vesting of the Restricted Stock Units and/or
      acceleration of the termination of the Deferral Period and settlement of
      Restricted Stock Units under the Plan;

         (ii) offer to purchase any outstanding Restricted Stock Units under the
      Plan from the participant or the Trustee for the award's equivalent cash
      value, as determined by the Committee, as of the date of the Change in
      Control or another specified date; or

         (iii) make adjustments or modifications, such as providing for the
      assumption of the Restricted Stock Units by an acquirer and conversion of
      the underlying Common Stock to securities of the acquirer, as the
      Committee deems appropriate to maintain and protect the rights and
      interests of the participants following such Change in Control.

   Any such action approved by the Committee shall be conclusive and binding on
the Company, its subsidiaries and all participants.

      7.2 Definitions Relating to Change in Control. To the extent not otherwise
defined in this Plan, the following terms used in this Section 7 shall have the
following meanings:

   "Affiliate" of a Person means any other person or entity which controls, is
controlled by, or under common control with, the Person.



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   "Associate" of a Person means (a) any corporation or organization of which
such Person is an officer or partner or is, directly or indirectly, the
Beneficial Owner of 10% or more of any class of equity securities, (b) any trust
or other estate in which such Person has a substantial beneficial interest or as
to which such Person serves as trustee or in a similar fiduciary capacity and
(c) any relative or spouse of such Person, or any relative of such spouse, who
has the same home as such Person or who is a director or officer of such Person
or any of its parents or subsidiaries.

   "Beneficial Owner" has the meaning ascribed thereto in Rule 13d-3 under the
Exchange Act, except that, in any case, a Person shall be deemed the Beneficial
Owner of any securities owned, directly or indirectly, by the Affiliates and
Associates of such Person.

   "Change in Control" means (a) a majority of the Board of Directors ceases to
consist of Continuing Directors; (b) any Person is or becomes the Beneficial
Owner of 50% or more of the outstanding voting power of the Company unless such
acquisition is approved by a majority of the Continuing Directors; (c) there is
consummated a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation, other than a merger or
consolidation with respect to which requirements of clauses (A) and (B) below
are satisfied: (A) the voting securities of the Company outstanding immediately
prior to such merger or consolidation continue to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity
or any parent thereof) more than 50% of the combined voting power of the
securities of the Company or such surviving entity or any parent thereof (as the
case may be) outstanding immediately after such merger or consolidation and (B)
individuals who constitute the Board of Directors immediately prior to the
execution of the definitive agreement pertaining to such merger or consolidation
continue immediately following such merger or consolidation to represent at
least a majority of the membership of the Board of Directors of the Company or
such surviving entity or any parent thereof (as the case may be); (d) the
stockholders of the Company approve an agreement to dispose of all or
substantially all of the assets of the Company, unless such disposition is
approved by a majority of the Continuing Directors.

   "Continuing Director" means any member of the Board of Directors who is a
member on the effective date of the Plan or who is elected to the Board of
Directors after such date upon the recommendation or with the approval of a
majority of the Continuing Directors at the time of such recommendation or
approval.

   "Exchange Act" means the Securities Exchange Act of 1934, as amended.

   "Person" means an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization or a government or
a political subdivision thereof.

   8. General Provisions.

      8.1 Limitation on Rights Conferred Under Plan. Neither the Plan nor any
action taken hereunder shall be construed as (i) giving any eligible employee or
participant the right to continue in the employ or service of the Company or a
subsidiary or affiliate, (ii) interfering in any way with the right of the
Company or a subsidiary or affiliate to terminate such eligible employee's or
participant's employment or service at any time, (iii) giving an eligible
employee or participant any claim to be granted any award under the Plan or to
be treated uniformly with other participants and employees, or (iv) conferring
on a participant any of the rights of a stockholder of the Company unless and
until the participant is duly issued or transferred shares of Common Stock in
accordance with the terms of an award. Except as expressly provided in the Plan
and an Award agreement, neither the Plan nor any Award agreement shall confer on
any person other than the Company and the participant any rights or remedies
thereunder.

      8.2 Committee May impose Conditions; Right of Setoff. The Company or any
subsidiary may, to the extent permitted by applicable law, deduct from and set
off against any amounts the Company or a subsidiary or affiliate may owe to a
participant from time to time pursuant to any Award under the Plan, any amounts
owed by the participant to the Company or any subsidiary or affiliate, although
participant shall remain liable for any part of participant's payment obligation
not satisfied through such deduction and setoff.



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      8.3 Tax Withholding Obligation. Whenever under the Plan a participant or a
Trustee incurs federal income tax liability, obligations with respect to Social
Security and Medicare taxes, or other tax obligations in connection with an
Award, whether at the time of grant, vesting or settlement of Restricted Stock
Units, the Company shall be entitled to require, as a condition of grant,
vesting, or settlement of the award, that the participant remit or, in
appropriate cases, agree to remit when due an amount sufficient to satisfy all
federal, state and local withholding tax requirements relating thereto. At the
election of the Company, such mandatory withholding amounts may be remitted by
check payable to the Company, in shares of Common Stock, by the Company's
withholding of shares of Common Stock issuable or deliverable hereunder, or any
combination thereof; provided, however, that in no event may shares be withheld
to satisfy a tax obligation of participant in excess of the mandatory tax
withholding obligations arising in connection with the participant's award. If
so determined by the Committee, a participant may be permitted to elect from
among alternative methods of satisfying withholding obligations.

      8.4 Governing Law. The validity, construction, and effect of the Plan, any
rules and regulations relating to the Plan and any award agreement shall be
determined in accordance with the laws of the State of New York, without giving
effect to principles of conflicts of laws, and applicable provisions of federal
law.

      8.5 Nonexclusivity of the Plan. The adoption of the Plan by the Board of
Directors shall not be construed as creating any limitations on the power of the
Board of Directors or a committee thereof to adopt such other incentive
arrangements, apart from the Plan, as it may deem desirable, and such other
arrangements may be either applicable generally or only in specific cases.

      8.6 Changes to the Plan and Awards. The Board of Directors may amend,
suspend or terminate the Plan or the Committee's authority to grant Awards under
the Plan without the consent of participants; provided, however, that, without
the consent of an affected participant, no such Board action may materially and
adversely affect the rights of such participant under any outstanding Award. The
Committee may amend any outstanding Award without the consent of the affected
participant; provided, however, that, without such consent, no such action may
materially and adversely affect the rights of such participant under any
outstanding Award. For purposes of this Section 8.6, accelerated settlement of
an Award shall not be considered a materially adverse affect on the rights of a
participant, regardless of the tax consequences to such participant.

      8.7 Compliance with Legal and Other Requirements. The Company may, to the
extent deemed necessary or advisable by the Committee, postpone the issuance or
delivery of shares or payment of other benefits under any Award until completion
of registration or qualification of the Common Stock or other required action
under any federal or state law, rule or regulation, listing or other required
action with respect to any stock exchange or automated quotation system upon
which the Common Stock or other securities of the Company are listed or quoted,
or compliance with any other obligation of the Company, as the Committee may
consider appropriate, and may require any participant to make such
representations, furnish such information and comply with or be subject to such
other conditions as it may consider appropriate in connection with the issuance
or delivery of shares or payment of other benefits in compliance with applicable
laws, rules, and regulations, listing requirements, or other obligations.

   9. Plan Effective Date and Termination. The Plan became effective on November
29, 2000. Unless earlier terminated by action of the Board of Directors, the
Plan will remain in effect until such time as no shares of Common Stock remain
available for delivery under the Plan and the Company has no further rights or
obligations with respect to outstanding Awards under the Plan.












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