EXHIBIT 4.1(a)

                                                                  EXECUTION COPY

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                         THE BEAR STEARNS COMPANIES INC.


                                       and


                       JPMORGAN CHASE BANK, Warrant Agent


                                   ----------


                                WARRANT AGREEMENT







                            dated as of July 9, 2003









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                              TABLE OF CONTENTS

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                                  ARTICLE 1

                                   WARRANTS

Section 1.01  Ranking........................................................1
Section 1.02  Form, Execution and Delivery of Warrant Certificates...........1
Section 1.03  Number Unlimited; Issuable in Series...........................3
Section 1.04  Countersignature and Delivery of Warrant Certificates..........4
Section 1.05  Place of Exercise; Registration of Transfers and Exchanges.....7
Section 1.06  Mutilated or Missing Warrant Certificates.....................10
Section 1.07  Registered Holders............................................11
Section 1.08  Cancellation..................................................11
Section 1.09  Additional Warrant Agents.....................................12
Section 1.10  Appointment of Calculation Agents.............................12


                                  ARTICLE 2

                      Duration and Exercise of Warrants

Section 2.01  Duration and Exercise of Warrants.............................13
Section 2.02  Return of Money Held Unclaimed for Two Years..................13


                                  ARTICLE 3

            OTHER PROVISIONS RELATING TO RiGHTS OF WARRANTHOLDERS

Section 3.01  Warrantholder May Enforce Rights..............................13
Section 3.02  No Rights as Holder of Warrant Property Conferred by
               Warrants or Warrant Certificates.............................13
Section 3.03  Merger, Consolidation, Sale, Conveyance or Transfer...........14


                                  ARTICLE 4

              Warrants Acquired by the Company; Payment of Taxes

Section 4.01  Warrants Acquired by the Company..............................14
Section 4.02  Payment of Taxes..............................................15

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                                  ARTICLE 5

                         Concerning the Warrant Agent

Section 5.01  Warrant Agent.................................................15
Section 5.02  Condition of Warrant Agent's Obligations......................15
Section 5.03  Resignation and Appointment of Successor......................17


                                  ARTICLE 6

                                Miscellaneous

Section 6.01  Amendment.....................................................19
Section 6.02  Notices and Demands to the Company and the Warrant Agent......21
Section 6.03  Addresses for Notices.........................................21
Section 6.04  Notices to Warrantholders.....................................21
Section 6.05  Obtaining of Approvals........................................21
Section 6.06  Persons Having Rights under this Agreement....................21
Section 6.07  Inspection of Agreement.......................................22
Section 6.08  Officer's Certificates and Opinions of Counsel;
               Statements to be Contained Therein...........................22
Section 6.09  Payments Due on Saturdays, Sundays and Holidays...............23
Section 6.10  Judgment Currency.............................................23
Section 6.11  Headings......................................................23
Section 6.12  Counterparts..................................................23
Section 6.13  Applicable Law................................................24

TESTIMONIUM.................................................................24

SIGNATURES..................................................................24

Exhibit I  -  Form of Registered Warrant Certificate

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                                WARRANT AGREEMENT

          THIS AGREEMENT, dated as of July 9, 2003, between THE BEAR STEARNS
COMPANIES INC., a corporation organized and existing under the laws of the State
of Delaware (the "Company"), and JPMORGAN CHASE BANK, a New York banking
corporation (the "Warrant Agent").

          WHEREAS, the Company has duly authorized the issue from time to time
of warrants (the "Warrants") to (A) purchase or sell (i) debt securities, (ii)
government debt securities, (iii) currencies, currency units or units of a
currency index or currency basket, (iv) units of a stock index or stock basket
or (v) a commodity or units of a commodity index or basket or (B) receive a
settlement value for the equivalent amount of (i) government debt securities or
(ii) a currency, currency unit, currency index or currency basket, stock index
or stock basket, commodity or commodity index (the property described in clauses
(A) and (B), in relation to a Warrant, being hereinafter referred to as the
"Warrant Property" applicable to such Warrant) to be issued in one or more
series and in such number and with such terms as may from time to time be
authorized in accordance with the terms of this Agreement;

          WHEREAS, the Company has duly authorized the execution and delivery of
this Agreement to provide, among other things, for the delivery and
administration of the Warrants; and

          WHEREAS, all things necessary to make this Agreement a valid agreement
according to its terms have been done;

          NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1

                                    WARRANTS

          Section 1.01 Ranking. The Warrants are direct, unconditional and
unsecured contractual obligations of the Company and will rank pari passu with
the Company's other unsecured contractual obligations and with the Company's
unsecured and unsubordinated debt.

          Section 1.02 Form, Execution and Delivery of Warrant Certificates.
(a) Certificates ("Warrant Certificates") evidencing the Warrants of each series
shall be substantially in the form of Exhibit I hereto or in such form (not
inconsistent with this Agreement) as shall be established by or pursuant to one
or more Board Resolutions (as defined below) (as set forth in a Board Resolution
or, to the extent established pursuant to, rather than set forth in, a Board
Resolution, in an Officer's Certificate (as defined below) detailing such
establishment) or in one or more agreements supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Agreement. The Warrant Certificates may
have imprinted or otherwise reproduced
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thereon such letters, numbers or other marks of identification or designation
and such legends or endorsements (including, without limitation, any legends
describing any applicable restrictions on the transfer of such Warrant
Certificates) as the officers of the Company 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 (but which do not affect the
rights, duties or immunities of the Warrant Agent), 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 Warrants of such series may be listed, or of any securities
depository, or to conform to usage. Warrant Certificates shall be signed on
behalf of the Company by the Chairman of the Executive Committee, the Chairman
of the Board, the Chief Executive Officer, either President, any Executive Vice
President, the Chief Financial Officer, the Treasurer and the Controller or such
other person specifically designated by the Board of Directors to execute
Warrant Certificates, which signature may or may not be attested by the
secretary or an assistant secretary of the Company. The signature of any of such
officers may be either manual or facsimile. Typographical and other minor errors
or defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of any Warrant Certificate that has been
duly countersigned and delivered by the Warrant Agent.

          "Board Resolution" means a copy of one or more resolutions, certified
by the secretary or an assistant secretary of the Company to have been duly
adopted or consented to by the Board of Directors and to be in full force and
effect, and delivered to the Warrant Agent.

          "Board of Directors" means either the Board of Directors of the
Company or any committee of such Board duly authorized to act on its behalf for
the purposes of this Agreement.

          "Officer's Certificate" means a certificate signed by the Chairman of
the Executive Committee, the Chairman of the Board, the Chief Executive Officer,
either President, any Executive Vice President, the Chief Financial Officer, the
Treasurer or the Controller or such other person authorized by the Board of
Directors to execute any such certificate and deliver it to the Warrant Agent.

          (b) In case any officer of the Company who shall have signed a Warrant
Certificate, either manually or by facsimile signature, shall cease to be such
officer before such Warrant Certificate shall have been countersigned and
delivered by the Warrant Agent to the Company or delivered by the Company, such
Warrant Certificate nevertheless may be countersigned and delivered as though
the person who signed such Warrant Certificate had not ceased to be such officer
of the Company; and a Warrant Certificate may be signed on behalf of the Company
by any person who, at the actual date of the execution of such Warrant
Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any
such person was not such officer.

          (c) Pending the preparation of final Warrant Certificates evidencing
Warrants of any series, the Company may execute and the Warrant Agent shall
countersign and deliver temporary Warrant Certificates evidencing such Warrants
(printed, lithographed, typewritten or otherwise produced, in each case in form
satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall be
issuable substantially in the form of the final Warrant Certificates but with
such omissions, insertions and variations as may be appropriate for temporary
Warrant

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Certificates, all as may be determined by the Company with the concurrence of
the Warrant Agent. Such temporary Warrant Certificates may contain such
reference to any provisions of this Warrant Agreement as may be appropriate.
Every such temporary Warrant Certificate shall be executed by the Company and
shall be countersigned by the Warrant Agent upon the same conditions and in
substantially the same manner, and with like effect, as the final Warrant
Certificates. Without unreasonable delay, the Company shall execute and shall
furnish final Warrant Certificates and thereupon such temporary Warrant
Certificates may be surrendered in exchange therefor without charge, and the
Warrant Agent shall countersign and deliver in exchange for such temporary
Warrant Certificates final Warrant Certificates evidencing a like aggregate
number of Warrants of the same series and of like tenor as those evidenced by
such temporary Warrant Certificates. Until so exchanged, such temporary Warrant
Certificates and the Warrants evidenced thereby shall be entitled to the same
benefits under this Warrant Agreement as final Warrant Certificates and the
Warrants evidenced thereby.

          Section 1.03 Number Unlimited; Issuable in Series. (a) The aggregate
number of Warrants that may be delivered under this Agreement is unlimited.

          (b) The Warrants 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 Warrants
of any series;

          (i) any designation of the Warrants of the series to distinguish the
     Warrants of the series from the Warrants of all other series;

          (ii) any limit upon the aggregate number of the Warrants of the series
     that may be countersigned and delivered under this Agreement (except for
     Warrants countersigned and delivered upon registration of, transfer of, or
     in exchange for, or in lieu of, other Warrants of the series);

          (iii) the specific Warrant Property purchasable or salable upon
     exercise of the Warrants of the series, and the amount thereof (or the
     method for determining the same);

          (iv) the price at which the Warrants of the series will be issued and,
     if other than U.S. dollars, the coin or currency or composite currency in
     which such issue price will be payable;

          (v) whether the Warrants of the series are a warrant to purchase
     ("Call Warrants") or a warrant to sell ("Put Warrants") the Warrant
     Property;

          (vi) the price at which and, if other than U.S. Dollars, the coin or
     currency or composite currency with which the Warrant Property may be
     purchased or sold upon exercise of the Warrants of the series (or the
     method for determining the same);

          (vii) whether the exercise price for the Warrants of the series may be
     paid in cash or by the exchange of any other security of the Company, or
     both, or otherwise, and the method of exercise of the Warrants of the
     series;

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          (viii) whether the exercise of the Warrants of the series is to be
     settled in cash or by delivery of the Warrant Property or both, or
     otherwise;

          (ix) the date on which the right to exercise the Warrants of the
     series shall commence and the date (the "Expiration Date") on which such
     right shall expire or, if the Warrants of the series are not continuously
     exercisable throughout such period, the specific date or dates on which
     they will be exercisable;

          (x) whether the Warrant Certificates representing the Warrants of the
     series will be in registered form ("Registered Warrants") or bearer form
     ("Bearer Warrants") or both;

          (xi) whether the Warrant Certificates evidencing any Registered
     Warrants or Bearer Warrants of the series will be issued in global form
     ("Global Warrant Certificates") or definitive form ("Definitive Warrant
     Certificates") or both, and whether and on what terms (if different from
     those set forth herein) Warrant Certificates in one form may be converted
     into or exchanged for Warrant Certificates in the other form;

          (xii) any warrant agents, depositaries, authenticating or paying
     agents, transfer agents or registrars or any determination or calculation
     agents or other agents with respect to Warrants of the series; and

          (xiii) any other terms of the Warrants of the series (which terms
     shall not be inconsistent with the provisions of this Agreement).

          (c) All Warrants 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 Warrants 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 1.04 Countersignature and Delivery of Warrant Certificates.
(a) The Company may deliver Warrant Certificates evidencing Warrants of any
series executed by the Company to the Warrant Agent for countersignature
together with the applicable documents referred to below in this Section, and
the Warrant Agent shall thereupon countersign and deliver such Warrant
Certificates to or upon the order of the Company (contained in the Issuer Order
(as defined below) referred to below in this Section) or pursuant to such
procedures acceptable to the Warrant Agent as may be specified from time to time
by an Issuer Order. Any terms of delivery of the Warrants evidenced by such
Warrant Certificates may be determined by or pursuant to such Issuer Order or
such other procedures as may be acceptable to the Warrant Agent. If provided for
in such procedures, such Issuer Order may authorize countersignature and
delivery pursuant to oral instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing. In
countersigning such Warrant Certificates and accepting the responsibilities
under this Agreement in relation to the Warrants evidenced by such Warrant
Certificates, the Warrant Agent shall be entitled to receive (in the case of
subparagraphs

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1.04(a)(ii), 1.04(a)(iii) and 1.04(a)(iv) below only at or before the time of
the first request of the Company to the Warrant Agent to countersign Warrant
Certificates evidencing Warrants of a particular series) 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 setting forth
     delivery instructions if the Warrant Certificates are not to be delivered
     to the Company;

          (ii) any Board Resolution, Officer's Certificate and/or executed
     supplemental agreement pursuant to which the forms and terms of the
     Warrants evidenced by such Warrant Certificates were established;

          (iii) an Officer's Certificate stating that all conditions precedent,
     if any, provided for in this Warrant Agreement relating to the proposed
     action have been complied with; and

          (iv) At the option of the Company, either an Opinion of Counsel (as
     defined below) or a letter addressed to the Warrant Agent permitting it to
     rely on an Opinion of Counsel, substantially to the effect that:

               (A) the forms of the Warrant Certificates have been duly
          authorized and established in conformity with the provisions of this
          Agreement; and

               (B) that all conditions precedent to the authentication and
          delivery of the Warrants have been complied with and when the Warrants
          have been duly executed by the Company, authenticated by the Warrant
          Agent and issued by the Company in the manner and subject to any
          conditions specified in the opinion of counsel, will constitute valid
          and legally 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).

          In rendering such opinions, such counsel may rely, as to all 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 Warrant Agent), who
          shall be counsel reasonably satisfactory to the Warrant Agent, in
          which case the opinion shall state that such counsel believes he and
          the Warrant 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 Company and its subsidiaries and certificates of
          public officials.

          "Issuer Order" means a written statement, request or order of the
Company signed in its name by the Chairman of the Executive Committee, the
Chairman of the Board, the Chief Executive Officer, either President, any
Executive Vice President, the Chief Financial

                                      -5-
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Officer, the Treasurer or the Controller or such other person specifically
designated by the Board of Directors to execute any such written instrument,
request or order.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company and which counsel
shall be reasonably acceptable to the Warrant Agent.

          (b) The Warrant Agent shall have the right to decline to countersign
and deliver any Warrant Certificates under this Section if the Warrant Agent,
being advised by counsel, determines that such action may not lawfully be taken
by the Company or if the Warrant Agent in good faith determines that (i) such
action would expose the Warrant Agent to personal liability to existing
registered or beneficial holders of Warrants (each, a "Warrantholder") or would
affect the Warrant Agent's own rights, duties or immunities under the Warrant
Certificates, the Warrants, this Agreement or otherwise or (ii) the terms of
such Warrants are administratively unacceptable to it.

          (c) If the Company shall establish pursuant to Section 1.03 that the
Warrants of a series are to be evidenced in whole or in part by one or more
Global Warrant Certificates, then the Company shall execute and the Warrant
Agent shall, in accordance with this Section and the Issuer Order with respect
to such series, countersign and deliver one or more Global Warrant Certificates
that (i) shall evidence all or part of the Warrants of such series issued in
such form and not yet canceled, (ii) shall be registered in the name of the
Depositary (as defined below) for such Warrants or the nominee of such
Depositary, (iii) shall be delivered by the Warrant Agent to such Depositary or
pursuant to such Depositary's instructions and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Warrants in definitive registered form, this Warrant
Certificate and the Warrants evidenced hereby 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."

          "Depositary" means, with respect to the Warrants of any series that
are or may be evidenced by one or more Global Warrant Certificates, the person
or entity designated as Depositary by the Company pursuant to Section 1.03
hereof until a successor Depositary shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter "Depositary" shall mean
or include each person or entity who is then a Depositary hereunder, and if at
any time there is more than one such person or entity, "Depositary" as used with
respect to the Warrants of any such series shall mean the Depositary with
respect to that series.

          (d) If so required by applicable law, each Depositary for a series of
Warrants 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 Warrant Certificate shall be dated the date of its
countersignature. A Warrant Certificate shall not be valid for any purpose, and
no Warrant evidenced thereby shall be exercisable, unless and until such Warrant
Certificate has been countersigned by the manual

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signature of an authorized officer of the Warrant Agent. Such countersignature
by an authorized officer of the Warrant Agent upon any Warrant Certificate
executed by the Company in accordance with this Agreement shall be conclusive
evidence that the Warrant Certificate so countersigned and the Warrants
evidenced thereby have been duly issued hereunder.

          Section 1.05 Place of Exercise; Registration of Transfers and
Exchanges. (a) Except as otherwise established pursuant to Section 1.03 with
respect to Warrants of a series, Warrants may be presented for exercise at the
Warrant Agent's Window (as defined below) in accordance with procedures to be
established pursuant to Section 1.03.

          (b) Except as otherwise provided herein or as established pursuant to
Section 1.03 with respect to the Warrants of a series, the Warrant Agent shall
from time to time register the transfer, exchange, exercise or cancellation of
any outstanding Registered Warrants in the form of a Definitive Warrant
Certificates upon the records to be maintained by it for that purpose (the
"Warrant Register") at the Warrant Agent's Office (as defined below), subject to
such reasonable regulations as the Company or the Warrant Agent may prescribe
with respect to the Warrants of such series, upon surrender thereof at the
Warrant Agent's Window, duly endorsed by, or accompanied by a written instrument
or instruments of transfer in form satisfactory to the Warrant Agent and the
Company duly executed by, the Registered Holder(s) (as defined below) thereof or
by the duly appointed legal representative thereof or by a duly authorized
attorney, such signature to be guaranteed by a bank or trust company with a
correspondent office in The City of New York or by a broker or dealer that is a
member of the National Association of Securities Dealers, Inc. (the "NASD") or
by a member of a national securities exchange or in such other manner acceptable
to, or reasonably required by, the Warrant Agent and the Company. Upon any such
registration of transfer, one or more new Warrant Certificates of the same
series and like terms evidencing a like number of unexercised Warrants shall be
issued to the transferee(s) and the surrendered Warrant Certificate shall be
cancelled by the Warrant Agent.

          (c) If any Warrant Certificates are subject to restrictions on
transfer that require the Warrant Agent, prior to any transfer of such Warrant
Certificates, to receive required certifications and other information from the
Holder of such Warrants and/or the prospective transferee thereof, as provided
by the terms of such Warrant Certificates, the Warrant Agent shall, prior to any
transfer of such Warrant Certificates, comply with such requirements.

          (d) Except as otherwise established for a series of Warrants pursuant
to Section 1.03, at the option of a Registered Holder, Definitive Warrant
Certificates may be exchanged for other Definitive Warrant Certificates
evidencing the same aggregate number of unexercised Warrants of the same series
and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant
Certificates to be exchanged at the Warrant Agent's Window. The "Warrant Agent's
Window" shall be the window of the Warrant Agent maintained for purposes of
transfer and tender in the Borough of Manhattan, The City of New York (or at the
address of any additional agency established by the Company pursuant to Section
1.08 hereof, or at the address of any successor Warrant Agent (as provided in
Section 5.03)), which is, on the date of this Agreement, JPMorgan Chase Bank,
Corporate Trust Securities Window, 4 New York Plaza, New York, New York 10004.
If the Warrants of any series are issued in both registered and unregistered
form, except as otherwise established for such series pursuant to Section 1.03,

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at the option of the holder thereof, Warrant Certificates evidencing Bearer
Warrants of any series may be exchanged for Definitive Warrant Certificates
evidencing an equal number of unexercised Registered Warrants of the same series
and of like tenor upon surrender of such Warrant Certificates evidencing Bearer
Warrants to be exchanged at the Warrant Agent's Window. Unless otherwise
established for such series pursuant to Section 1.03, Registered Warrants of any
series may not be exchanged for Bearer Warrants of such series. Upon surrender
of any unexercised Warrant Certificate for exchange, the Warrant Agent shall
cancel such Warrant Certificate, and the Company shall execute, and the Warrant
Agent shall countersign and deliver, one or more new Warrant Certificates
evidencing a like number of unexercised Warrants of the same series and of like
tenor.

          (e) Warrants evidenced by the Warrant Certificates issued upon
transfer or exchange pursuant to paragraph (b) or (d) of this Section shall be
valid obligations of the Company, constituting the same obligations of the
Company as the Warrants evidenced by the Warrant Certificates surrendered for
transfer or exchange, and entitled to the same benefits under this Agreement as
were such Warrants evidenced by the Warrant Certificates prior to such
surrender.

          (f) Except as provided in Section 1.06, no service charge shall be
made for any registration of transfer or exchange of Warrant Certificates, 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 Warrant Certificates, other than exchanges pursuant to
this Section not involving any transfer. The Warrant Agent shall have no duty or
obligation to take any action under any Section of this Agreement which requires
the payment by a Warrantholder of applicable taxes or governmental charges
unless and until the Warrant Agent is satisfied that all such taxes and/or
charges have been paid.

          (g) In the event that upon any exercise of Warrants evidenced by a
Warrant Certificate the number of Warrants exercised shall be less than the
total number of Warrants evidenced by such Warrant Certificate, there shall be
issued to the Registered Holder thereof (or, in the case of Bearer Warrants, the
holder thereof) or his assignee a new Warrant Certificate evidencing the number
of Warrants of the same series and of like tenor not exercised.

          (h) Warrant Certificates evidencing Bearer Warrants shall be
transferable by delivery.

          (i) Notwithstanding any other provision of this Agreement, unless and
until it is exchanged in whole or in part for Definitive Warrant Certificates, a
Global Warrant Certificate evidencing all or a portion of the Warrants 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.

          (j) If at any time the Depositary for any series of Warrants notifies
the Company that it is unwilling or unable to continue as Depositary for such
series or if at any time the Depositary for such series shall no longer be
eligible under this Agreement, the Company

                                      -8-
<PAGE>

shall appoint a successor Depositary with respect to such series. If a successor
Depositary for 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 1.03 that such series be evidenced by one
or more Global Warrant Certificates shall no longer be effective and the Company
will execute, and the Warrant Agent, upon receipt of an Issuer Order for the
countersignature and delivery of Definitive Warrant Certificates evidencing
Warrants of such series, will countersign and deliver Definitive Warrant
Certificates evidencing Warrants of such series and of like tenor in an
aggregate number equal to the number of the unexercised Warrants represented by
such Global Warrant Certificate or Certificates in exchange for such Global
Warrant Certificate or Certificates.

          (k) If established pursuant to Section 1.03 with respect to a series
of Warrants evidenced in whole or in part by one or more Global Warrant
Certificates, the Depositary for such series may surrender such Global Warrant
Certificate or Certificates in exchange in whole or in part for Definitive
Warrant Certificates evidencing Warrants of the same series and of like tenor on
such terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Warrant Agent shall countersign and deliver,
without service charge,

          (i) to the person or entity specified by such Depositary a new
     Definitive Warrant Certificate of the same series and of like tenor in an
     aggregate number equal to and in exchange for such person's or entity's
     beneficial interest in the Warrants evidenced by such Global Warrant
     Certificate or Certificates; and

          (ii) to such Depositary a new Global Warrant Certificate or
     Certificates evidencing Warrants of the same series and of like tenor in
     number equal to the difference, if any, between the number of unexercised
     Warrants evidenced by the surrendered Global Warrant Certificates and the
     number of unexercised Warrants evidenced by such Definitive Warrant
     Certificate countersigned and delivered pursuant to clause 1.05(k)(i)
     above.

Upon the exchange of a Global Warrant Certificate for Definitive Warrant
Certificates, such Global Warrant Certificate shall be canceled by the Warrant
Agent or a duly authorized agent of the Company or the Warrant Agent. Registered
Warrants in the form of Definitive Warrant Certificates issued in exchange for a
Registered Global Warrant Certificate pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such series, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Warrant Agent or an agent of the
Company or the Warrant Agent. The Warrant Agent or such agent shall deliver such
Warrant Certificates to or as directed by the persons or entities in whose names
such Warrant Certificates are so registered. Definitive Bearer Warrant
Certificates issued in exchange for a Global Bearer Warrant Certificate pursuant
to this Section shall be issued in such authorized denominations as the
Depositary for such series, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Warrant Agent or a duly authorized
agent of the Company or the Warrant Agent. The Warrant Agent or such agent shall
deliver such Warrant Certificates to or as directed by the Depositary for such
series.

                                      -9-
<PAGE>

          (l) Notwithstanding anything herein or in the terms of any series of
Warrants to the contrary, none of the Company, the Warrant Agent or any duly
authorized agent of the Company or the Warrant Agent (any of which other than
the Company, shall rely on an Officer's Certificate and an Opinion of Counsel)
shall be required to exchange any Bearer Warrant for a Registered Warrant if
such exchange would result in adverse Federal income tax consequences to the
Company under then applicable United States Federal income tax laws.

          (m) The Company will maintain one or more offices or 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 Warrants of such series are listed) where the Bearer
Warrants, if any, of each series may be presented for exercise and payment. No
payment on any Bearer Warrants will be made upon presentation of such Bearer
Warrant at an agency of the Company within the United States nor will any
payment 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
Company. Notwithstanding the foregoing, payments in United States dollars with
respect to Bearer Warrants of any series which are payable in United Stares
dollars may be made at an agency of the Company maintained in the Borough of
Manhattan, The City of New York if such payment in United States dollars at each
agency maintained by the Company outside the United States for payment on such
Bearer Warrants is illegal or effectively precluded by exchange controls or
other similar restrictions.

          (n) The Company may from time to time designate one or more additional
offices or agencies where the Warrants of a series may be presented for exercise
and payment, where the Warrants of that series may be presented for exchange as
provided in this Agreement and where the Registered Warrants of that series may
be presented for registration of transfer as in this Agreement provided, and the
Company may from time to time rescind any such designation, as the Company may
deem desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
the agencies provided for in this Section. The Company will give to the Warrant
Agent prompt written notice of any such designation or rescission thereof.

          Section 1.06 Mutilated or Missing Warrant Certificates. (a) If any
Warrant Certificate evidencing Warrants of any series is mutilated, lost, stolen
or destroyed, the Company may in its discretion execute, and the Warrant Agent,
upon receipt of an Issuer Order, may countersign and deliver, in exchange and
substitution for and upon cancellation of the mutilated Warrant Certificate, or
in replacement for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate representing an equivalent number of unexercised Warrants of
the same series and of like tenor, bearing an identification number, if
applicable, not contemporaneously outstanding, but only (in case of loss, theft
or destruction) upon receipt of evidence satisfactory to the Company and the
Warrant Agent of such loss, theft or destruction of such Warrant Certificate and
security or indemnity, if requested, also satisfactory to them. Applicants for
such substitute Warrant Certificates shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company or
the Warrant Agent may prescribe.

          (b) In case the Warrants evidenced by any such mutilated, lost, stolen
or destroyed Warrant Certificate have been or are about to be exercised, or
deemed to be exercised,

                                      -10-
<PAGE>

the Company in its absolute discretion may, instead of issuing a new Warrant
Certificate, and subject to the conditions set forth in clause 1.06(a) above,
direct the Warrant Agent to treat the same as if it had received the Warrant
Certificate together with an irrevocable exercise notice in proper form in
respect thereof, as established with respect to the Warrants of such series.

          (c) The Warrants evidenced by each new Warrant Certificate issued
pursuant to this Section in lieu of any lost, stolen or destroyed Warrant
Certificate shall be an original, additional contractual obligations of the
Company, and shall be entitled to the same benefits under this Agreement as the
Warrants evidenced by the Warrant Certificate that was lost, stolen or
destroyed.

          (d) Upon the issuance of any new Warrant Certificate in accordance
with 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 Warrant
Agent) connected therewith.

          (e) The provisions of this Section are exclusive and shall preclude
(to the extent lawful) any other rights and remedies with respect to the
replacement or payment of mutilated, lost, stolen or destroyed Warrant
Certificates.

          Section 1.07 Registered Holders. (a) Prior to due presentment for
registration of transfer, the Company, the Warrant Agent, and any agent of the
Company or the Warrant Agent, may deem and treat the person or entity in whose
name a Warrant Certificate shall be registered in the Warrant Register (a
"Registered Holder") as the absolute owner of the Registered Warrants evidenced
thereby (notwithstanding any notation of ownership or other writing on the
Warrant Certificate) for any purpose whatsoever, and as the person or entity
entitled to exercise the rights represented by the Registered Warrants evidenced
thereby, and neither the Company nor the Warrant Agent, nor any agent of the
Company or the Warrant Agent, shall be affected by any notice to the contrary.
All payments on account of any Registered Warrant to the Registered Holder, or
upon his order, shall be valid, and to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability of the Company for moneys paid
upon such Registered Warrant. This Section shall be without prejudice to the
rights of Warrantholders as described elsewhere herein.

          (b) The Company, the Warrant Agent and any agent of the Company or the
Warrant Agent may treat the holder of any Bearer Warrant as the absolute owner
of such Bearer Warrant for the purpose of exercising the rights represented
thereby and for all other purposes and neither the Company, the Warrant Agent,
nor any agent of the Company or the Warrant Agent shall be affected by any
notice to the contrary. All payments on account of such Bearer Warrant made to
any such person or entity, or upon his order, shall be valid, and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon such Bearer Warrant. This Section shall be without prejudice
to the rights of Warrantholders as described elsewhere herein.

          Section 1.08 Cancellation. All Warrant Certificates surrendered to the
Warrant Agent for redemption or registration of transfer or exchange shall be
promptly cancelled by the Warrant Agent. The Company may at any time deliver to
the Warrant Agent for cancellation

                                      -11-
<PAGE>

any Warrant Certificates previously countersigned and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Warrant
Certificates so delivered shall, upon receipt by the Warrant Agent of an Issuer
Order, be promptly cancelled by the Warrant Agent. No Warrant Certificates shall
be countersigned in lieu of or in exchange for any Warrant Certificates
cancelled as provided in this Section, except as permitted by this Agreement.
All cancelled Warrant Certificates held by the Warrant Agent shall be disposed
of in accordance with its customary procedures and a certificate of their
disposition shall be delivered by the Warrant Agent to the Company, unless by
Issuer Order the Company shall direct that cancelled Warrant Certificates be
returned to it.

          If the Company or any affiliate of the Company shall acquire any
Warrant Certificate, such acquisition shall not operate as a cancellation of
such Warrant Certificate unless and until such Warrant Certificate is delivered
to the Warrant Agent for the purpose of cancellation.

          Section 1.09 Additional Warrant Agents. Whenever the Company shall
appoint a warrant agent other than the Warrant Agent with respect to the
Warrants of any series, it will cause such warrant agent to execute and deliver
to the Warrant Agent an instrument in which such agent shall agree with the
Warrant Agent, subject to the provisions of this Section,

          (a) that it will hold all Warrant Property received by it as such
agent for any payment with respect to the Warrants of such series in trust for
the benefit of the Warrantholders of such series if any, or of the Warrant
Agent, and

          (b) that it will give the Warrant Agent notice of any failure by the
Company to make any payment or delivery with respect to the Warrants of such
series when the same shall be due and payable.

          The Company will, on or prior to each date of any payment of Warrants
of any such series or delivery of Warrant Property, deposit with the Warrant
Agent or any such additional warrant agent a sum sufficient to make such payment
or sufficient Warrant Property required to make such delivery, and the Company
will promptly notify the Warrant Agent of any failure to take such action with
respect to any such additional warrant agent. The Warrant Agent shall have no
duty to supervise, and in no event shall be liable for, the acts or omissions of
any such co- Warrant Agent.

          Section 1.10 Appointment of Calculation Agents. Pursuant to Section
1.03 hereof, the Company may, in connection with any series of Warrants appoint
Bear, Stearns & Co. Inc. or any other person or entity as Calculation Agent to
make any calculations as may be required pursuant to the terms of any such
series of Warrants. 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 Company, the Warrant Agent and the Warrantholders. Any such
calculations will be delivered in writing to the Warrant Agent and made
available to a Warrantholder for inspection at the Warrant Agent's Office. The
Warrant Agent shall be fully protected in relying on any such writing and on any
calculation contained therein, and the Warrant Agent shall have no duty

                                      -12-
<PAGE>

with respect to and shall not be deemed to have knowledge of any calculation
unless and until it shall have received such writing from the Company.

                                    ARTICLE 2

                        DURATION AND EXERCISE OF WARRANTS

          Section 2.01 Duration and Exercise of Warrants. All terms with respect
to duration and exercise of Warrants will be established pursuant to Section
1.03 for each series of Warrants.

          Section 2.02 Return of Money Held Unclaimed for Two Years. Except as
otherwise provided herein, any money or other assets deposited with or paid to
the Warrant Agent for the payment of any Warrants and not paid but remaining
unclaimed for two years after the date upon which such money or other assets
shall have become due and payable shall be repaid by the Warrant Agent to the
Company, and the holders of such Warrants shall thereafter look only to the
Company for any payment which such holders may be entitled to collect and all
liability of the Warrant Agent with respect to such money shall thereupon cease;
provided that the Warrant 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 Warrants evidenced by Definitive Warrant Certificates, the
Registered Holders, (ii) in the case of Warrants evidenced by one or more Global
Warrant Certificates, the Depositary, and (iii) in the case of Bearer Warrants
evidenced by Definitive Warrant Certificates, the holders thereof, in each case
as provided in Section 6.04, 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.

                                    ARTICLE 3

              OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

          Section 3.01 Warrantholder May Enforce Rights. Notwithstanding any of
the provisions of this Agreement, any Warrantholder may, without the consent of
the Warrant Agent, the Depositary, any participant of the Depositary, any other
Warrantholder, the holder of any Warrant Property or, if applicable, Clearstream
Banking, socit anonyme, or its successor or Euroclear Bank S.A./N.V., or its
successor, as operator of the Euroclear System (in Europe), in and for its own
behalf, enforce, and may institute and maintain, any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, its right
to exercise its Warrants as provided in this Agreement and established with
respect to such Warrants pursuant to Section 1.03.

          Section 3.02 No Rights as Holder of Warrant Property Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder or any beneficial owner thereof any of the
rights of a holder or beneficial owner of Warrant Property, including, without
limitation, the right to receive the payment of principal of

                                      -13-
<PAGE>

(premium, if any) or interest, if any, on Warrant Property or to vote or to
enforce any rights under any documents governing Warrant Property.

          Section 3.03 Merger, Consolidation, Sale, Conveyance or Transfer.
(a) If at any time there shall be a merger or consolidation of the Company or a
sale, conveyance, transfer or other disposition of its property and assets
substantially as an entirety, then in any such event the successor or assuming
company, if other than the Company, shall by an instrument of assumption
delivered to the Warrant Agent, succeed to and be substituted for the Company,
with the same effect as if it had been named herein and in the Warrant
Certificates as the Company. The Company shall thereupon, except in the case of
a transfer by way of lease, be relieved of any further obligation hereunder and
under the Warrants and the Warrant Certificates, and the Company, as the
predecessor corporation, except in the case of a transfer by way of lease, may
thereupon or at any time thereafter be dissolved, wound up or liquidated. Such
successor and assuming corporation may thereupon cause to be signed, and may
issue either in its own name or in the name of the Company, Warrant Certificates
evidencing any or all of the Warrants issuable hereunder that theretofore shall
not have been signed by the Company. All the Warrants so issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrants theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the date of the
execution hereof. In any case of any such merger, consolidation, conveyance or
transfer, such changes in phraseology and form (but not in substance) may be
made in the Warrant Certificates representing the Warrants thereafter to be
issued as may be appropriate.

          (b) The Warrant Agent may rely on an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, sale, conveyance, transfer or
assumption complies with the provisions of this Section.

                                    ARTICLE 4

               WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

          Section 4.01 Warrants Acquired by the Company. In the event the
Company shall purchase or otherwise acquire Warrants, such Warrants may, at the
option of the Company, be (i) in the case of Bearer Warrants or Registered
Warrants evidenced by Definitive Warrant Certificates, delivered to the Warrant
Agent, and if so delivered, the Warrant Agent shall promptly cancel such
Warrants on the records of the Warrant Agent or (ii) in the case of Warrants
evidenced by one or more Global Warrant Certificates, surrendered free through a
participant of the Depositary to the Depositary for credit to the account of the
Warrant Agent maintained at the Depositary, and if so credited, the Warrant
Agent shall promptly note the cancellation of such Warrants by notation on the
records of the Warrant Agent and the Warrant Agent shall cause its records to be
marked to reflect the reduction in the number of Warrants evidenced by the
Global Warrant Certificate or Certificates by the number of Warrants so canceled
promptly after such account is credited. Warrants acquired by the Company may
also, at the option of the Company, be resold by the Company directly or to or
through any of its affiliates in lieu of being surrendered to the Warrant Agent
or credited to its account.

                                      -14-
<PAGE>

          Section 4.02 Payment of Taxes. The Company will pay all stamp,
withholding and other duties, if any, attributable to the initial issuance of
each series or tranche of Warrants; provided, however, that, anything in this
Agreement to the contrary notwithstanding, the Company shall not be required to
pay any tax or other governmental charge that may be payable in respect of any
transfer involving any beneficial or record interest in, or ownership interest
of, any Warrants or Warrant Certificates, which tax or other governmental charge
shall be paid by the appropriate Warrantholder.

                                    ARTICLE 5

                          CONCERNING THE WARRANT AGENT

          Section 5.01 Warrant Agent. (a) The Company hereby appoints JPMorgan
Chase Bank as Warrant Agent of the Company in respect of the Warrants upon the
terms and subject to the conditions set forth herein; and JPMorgan Chase Bank
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in this Agreement and such further
powers and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it with its consent. All of the terms and
provisions with respect to such powers and authority contained in any Warrant
Certificate are subject to and governed by the terms and provisions hereof.

          (b) The Warrant Agent covenants and agrees to maintain (i) offices
sufficient for the discharge of its responsibilities under this Warrant
Agreement and (ii) the Warrant Agent's functions as separate and distinct from
those of the Company with appropriate internal controls.

          Section 5.02 Condition of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Warrantholders shall be subject:

          (a) The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon with the Company for all services rendered by the
Warrant Agent and to reimburse the Warrant Agent for its reasonable
out-of-pocket expenses (including attorneys' fees and expenses) incurred by the
Warrant Agent without negligence or bad faith on its part in connection with the
services rendered by it hereunder. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, damage, penalty,
liability, cost or expense (including reasonable attorneys' fees and expenses)
incurred without negligence or bad faith on the part of the Warrant Agent,
arising out of or in connection with its acting as such Warrant Agent hereunder,
as well as the reasonable costs and expenses of defending against any claim of
liability to the extent that the liability is indemnifiable pursuant to this
sentence. The obligations of the Company under this Section shall survive the
expiration of all Warrants issued under this Agreement.

          (b) In acting under this Agreement, the Warrant Agent is acting solely
as agent of the Company and does not assume any obligation or relationship of
agency or trust for or with any Warrantholders.

                                      -15-
<PAGE>

          (c) The Warrant Agent may consult with counsel satisfactory to it
(including counsel to the Company), and the advice or opinion of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in accordance with the advice or
opinion of such counsel.

          (d) The Warrant Agent shall be protected and shall incur no liability
for or in respect of any action taken, omitted to be taken or any thing suffered
by it in reliance upon any notice, direction, consent, certificate, affidavit,
opinion, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.
Notwithstanding anything in this Agreement to the contrary, the Warrant Agent
shall not be liable in any event for special, punitive, indirect, incidental or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if the Warrant Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.

          (e) The Warrant Agent and its officers, directors and employees may
become the owner of, or acquire any interest in any Warrants or other
obligations of the Company, with the same rights that it or they would have if
it were not the Warrant Agent hereunder and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on behalf of, or as depositary, trustee
or agent for, any committee or body of owners or holders of Warrants or other
obligations of the Company as freely as if it were not the Warrant Agent
hereunder.

          (f) The Warrant Agent shall not be under any liability for interest on
any monies at any time received by it pursuant to any of the provisions of this
Agreement nor shall it be obligated to segregate such monies from other monies
held by it, except as required by law. The Warrant Agent shall not be
responsible for advancing funds on behalf of the Company and shall have no duty
or obligation to make any payments if it has not timely received sufficient
funds to make timely payments.

          (g) The Warrant Agent shall not be under any responsibility with
respect to the validity or sufficiency of this Agreement or the execution and
delivery hereof (except the due authorization, execution and delivery hereof by
the Warrant Agent) or with respect to the validity of the Warrants or execution
of the Warrant Certificates (except its countersignature thereof).

          (h) The recitals contained herein and in the Warrant Certificates
(except as to the Warrant Agent's countersignature thereon) shall be taken as
the statements of the Company, and the Warrant Agent assumes no responsibility
for the correctness of the same.

          (i) The Warrant Agent shall be obligated to perform such duties as are
expressly set forth in this Agreement and no implied duties or obligations shall
be read into this Agreement against the Warrant Agent. The Warrant Agent shall
not be under any obligation to take any action hereunder likely to involve it in
any expense or liability, the payment of which is not, in its opinion, assured
to it. The Warrant Agent shall not be accountable or under any duty or
responsibility for the application by the Company of any proceeds of the
issuance of any Warrants. The Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants or
agreements contained in this Agreement or in

                                      -16-
<PAGE>

any Warrant Certificate or in the case of the receipt of any written demand from
a holder of a Warrant with respect to such default, including, without limiting
the generality of the foregoing, any duty or responsibility to initiate or
attempt to initiate any proceedings at law or otherwise or, except as provided
in Section 6.02, to make any demand upon the Company.

          (j) In the absence of bad faith on the part of the Warrant Agent, the
Warrant Agent may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Warrant Agent which conform to the requirements of this
Agreement.

          (k) The Warrant Agent shall not be liable for any error of judgment
made by an officer or officers of the Warrant Agent, unless it shall be
conclusively determined by a court of competent jurisdiction that the Warrant
Agent was negligent in ascertaining the pertinent facts.

          (l) The Warrant Agent shall not be liable with respect to any action
taken or omitted to be taken by it in accordance with any direction of the
Company given under this Agreement.

          (m) Whenever in the administration of the provisions of this Agreement
the Warrant Agent shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action to be taken hereunder,
such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Warrant Agent, be deemed to be conclusively proved and established by a
certificate signed by one of Company's officers, as the case may be, and
delivered to the Warrant Agent and such certificate, in the absence of
negligence or bad faith on the part of the Warrant Agent, shall be deemed full
authorization to the Warrant Agent for any action taken, suffered or omitted by
it under the provisions of this Agreement upon its good faith reliance thereon.

          (n) The Warrant 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, entitlement order,
approval or other paper or document delivered to it pursuant to the terms of
this Agreement.

          (o) In the event the Warrant Agent believes any ambiguity or
uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Warrant Agent
hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking
any action, and shall be fully protected and shall not be liable in any way to
the Company, any Warrantholder or any other person or entity for refraining from
taking such action; provided, however, that the Warrant Agent must (i) provide
prompt written notice to the Company of such ambiguity or uncertainty and (ii)
after receipt of such notice, permit the Company a reasonable amount of time to
provide written instructions signed by the Company which eliminates such
ambiguity or uncertainty to the satisfaction of the Warrant Agent.

          Section 5.03 Resignation and Appointment of Successor. (a) The Company
agrees, for the benefit of the holders from time to time of the Warrants, that
there shall at all

                                      -17-
<PAGE>

times be a Warrant Agent hereunder with respect to each series of Warrants until
all the Warrants of such series are no longer outstanding or until monies for
the payment of all outstanding Warrants of such series, if any, shall have been
paid to the Warrant Agent and shall have been returned to the Company as
provided in Section 2.02, whichever occurs earlier.

          (b) The Warrant Agent may at any time resign as such agent with
respect to any series of Warrants by giving written notice to the Company of
such intention on its part, specifying the date on which its desired resignation
shall become effective, subject to the appointment of a successor Warrant Agent
with respect to such series and acceptance of such appointment by such successor
Warrant Agent as hereinafter provided. The Warrant Agent hereunder may be
removed with respect to any series of Warrants at any time by the filing with it
of an instrument in writing signed by or on behalf of the Company and specifying
such removal and the date when it shall become effective. Such resignation or
removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent with respect to such series (which shall
be a banking institution (or an affiliate thereof) organized under the laws of
the United States of America or one of the states thereof, have a combined
capital and surplus of at least $50,000,000 (as set forth in its most recent
reports of condition published pursuant to law or to the requirements of any
United Suites federal or state regulatory or supervisory authority) and having
an office in the Borough of Manhattan, The City of New York) and the acceptance
of such appointment by such successor Warrant Agent. In the event a successor
Warrant Agent has not been appointed and accepted its duties within 90 days of
the Warrant Agent's notice of resignation, the Warrant Agent may apply to any
court of competent jurisdiction for the designation of a successor Warrant Agent
with respect to such series. The obligation of the Company under Section
5.02(a)shall continue to the extent set forth therein notwithstanding the
resignation, replacement or removal of the Warrant Agent with respect to any
series of Warrants.

          (c) In case at any time the Warrant Agent with respect to any series
of Warrants shall give notice of its intent to resign, or shall be removed, or
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or make an assignment for the benefit of its creditors, or consent to the
appointment of a receiver or custodian of all or any substantial part of its
property, or shall admit in writing its inability to pay or meet its debts as
they mature, or if a receiver or custodian of it or of all or any substantial
part of its property shall be appointed, or if any public officer shall have
taken charge or control of the Warrant Agent or of, its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as aforesaid, shall be promptly appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance, by the
latter of such appointment, the Warrant Agent so superseded shall cease to be
Warrant Agent hereunder with respect to such series.

          (d) Any successor Warrant Agent appointed hereunder with respect to
any series of Warrants shall execute, acknowledge and deliver to its predecessor
and to the Company an instrument accepting such appointment hereunder, and
thereupon such successor Warrant Agent, without any further act, deed or
conveyance, shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like effect as if
originally named as Warrant Agent with respect to such series hereunder, and
such predecessor, upon payment of its fees, expenses, charges disbursements and
any other amounts then unpaid,

                                      -18-
<PAGE>

shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities and
other property on deposit with or held by such predecessor (including, without
limitation, the Warrant Register), as Warrant Agent with respect to such series
hereunder. If a successor Warrant Agent is appointed with respect to the
Warrants of one or more (but not all) series, the Company, the predecessor
Warrant Agent and each successor Warrant Agent with respect to the Warrants of
any applicable series shall execute and deliver an agreement supplemental hereto
that shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers and duties of the predecessor Warrant Agent
with respect to the Warrants of any series as to which the predecessor Warrant
Agent is not retiring shall continue to be vested in the predecessor Warrant
Agent, and shall add to or change any of the provisions of this Agreement as
shall be necessary to provide for or facilitate the administration of the
Warrants hereunder by more than one Warrant Agent, it being understood that
nothing herein or in such supplemental agreement shall constitute such Warrant
Agents co-Warrant Agents of the same Warrants and that each such Warrant Agent
shall be a Warrant Agent with respect to separate series of Warrants. The
Warrant Agent shall have no duty to supervise, and in no event shall be liable
for, the acts or omissions of any such co-Warrant Agent.

          (e) Any entity into which the Warrant Agent hereunder may be merged or
converted or any entity with which the Warrant Agent may be consolidated, or any
entity resulting from any merger, conversion or consolidation to which the
Warrant Agent shall be a party or any entity to which the Warrant Agent shall
sell or otherwise transfer all or substantially all the business of the Warrant
Agent, provided that it shall be qualified as aforesaid, shall be the successor
Warrant Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto.

                                    ARTICLE 6

                                  MISCELLANEOUS

          Section 6.01 Amendment. (a) This Agreement and the terms of the
Warrants of any series may be amended (by means of an agreement supplemental
hereto or otherwise) by the Company and the Warrant Agent, without the consent
of the Warrantholders of any series of Warrants, (i) for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein or therein, (ii) to establish the forms
or terms of Warrant Certificates or Warrants of any series (including, without
limitation, any legends describing any applicable restrictions on the transfer
of such Warrant Certificates or Warrants and any related instructions to the
Warrant Agent or any agent of the Company to restrict the transfer of any such
Warrant Certificates or Warrants in registered form), as permitted by Sections
1.02 and 1.03, (iii) to evidence and provide for the acceptance of appointment
hereunder by a successor Warrant Agent with respect to the Warrants of any
series and to add to or change any of the provisions of this Agreement as shall
be necessary to provide for or facilitate the administration of the Warrants
hereunder by more than one Warrant Agent pursuant to Section 5.03, (iv) to
maintain the Warrants' listing on The American Stock Exchange or any other
national securities exchange or securities association on which they are listed
or (v) in any

                                      -19-
<PAGE>

other manner which the Company may deem necessary or desirable and which will
not materially and adversely affect the interests of the Warrantholders of such
series.

          (b) The Company and the Warrant Agent may modify or amend this
Agreement (by means of an agreement supplemental hereto or otherwise) with the
consent of Warrantholders holding not less than a majority in number of the then
outstanding Warrants of all series affected by such modification or amendment,
for any purpose; provided, however, that no such modification or amendment that
changes the exercise price of the Warrants of any series, reduces the amount
receivable upon exercise, cancellation or expiration of the Warrants other than
in accordance with the antidilution provisions or other similar adjustment
provisions included in the terms of the Warrants, shortens the period of time
during which the Warrants of such series may be exercised, or otherwise
materially and adversely affects the exercise rights of the affected
Warrantholders or reduces the percentage of the number of outstanding Warrants
of such series, the consent of whose holders is required for modification or
amendment of this Agreement, may be made without the consent of each
Warrantholder affected thereby. In the case of Warrants evidenced by one or more
Global Warrant Certificates, the Company and the Warrant Agent shall be entitled
to rely upon certification in form satisfactory to each of them that any
requisite consent has been obtained from holders of beneficial ownership
interests in the relevant Global Warrant Certificate. Such certification may be
provided by participants of the Depositary acting on behalf of such beneficial
owners of Warrants, provided that any such certification is accompanied by a
certification from the Depositary as to the Warrant holdings of such
participants.

          (c) An amendment that changes or eliminates any provision of this
Agreement that has expressly been included solely for the benefit of one or more
particular series of Warrants, or that modifies the rights of Warrantholders of
such series with respect to such provision, shall be deemed not to affect the
rights under this Agreement of the Warrantholders of any other series.

          (d) Upon the request of the Company, accompanied by a copy of a Board
Resolution (which Board Resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) authorizing the
execution of any such amendment, and upon the filing with the Warrant Agent of
evidence of the consent of Warrantholders as aforesaid, the Warrant Agent shall
join with the Company in the execution of such amendment unless such amendment
affects the Warrant Agent's own rights, duties or immunities under this
Agreement or otherwise, in which case the Warrant Agent may in its discretion,
but shall not be obligated to, enter into such amendment. In executing, or
accepting the additional duties created by, any amendment permitted by this
Article, the Warrant Agent shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement. The fact and date
of the execution of any consent of Warrantholders, or the authority of the
person executing the same, may be proved in any manner which the Warrant Agent
(with the approval of the Company) deems sufficient.

          (e) It shall not be necessary for the consent of the Warrantholders
under this Section to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof.

                                      -20-
<PAGE>

          Section 6.02 Notices and Demands to the Company and the Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the Company
by any Warrantholder pursuant to the provisions of this Agreement or the terms
of the Warrants of any series, the Warrant Agent shall promptly forward such
notice or demand to the Company.

          Section 6.03 Addresses for Notices. Any communications to the Warrant
Agent with respect to this Agreement shall be in writing addressed to 4 New York
Plaza, 15th Floor, New York, New York 10004, Attention: Institutional Trust
Services (the "Warrant Agent's Office") and any communications to the Company
with respect to this Agreement shall be addressed to 383 Madison Avenue, New
York, New York, 10179, Attention: Treasurer (or such other address as shall be
specified in writing by the Warrant Agent or the Company, respectively.

          Section 6.04 Notices to Warrantholders. The Company may cause to have
notice given to the Warrantholders of any series by providing the Warrant Agent
with a form of notice to be distributed (i) in the case of Registered Warrants
evidenced by Definitive Warrant Certificates, by the Warrant Agent to Registered
Holders by first class mail or by facsimile transmission (effective upon
confirmation of receipt), (ii) in the case of Warrants evidenced by one or more
Global Warrant Certificates, by the Depositary to be distributed by the
Depositary to its participants in accordance with the custom and practices of
the Depositary or (iii) in the case of Bearer Warrants evidenced by Definitive
Warrant Certificates, either through the customary notice provisions of the
clearing system or systems through which beneficial interests in such Bearer
Warrants are owned if such Bearer Warrants are held in global form or by
publication at least once in an Authorized Newspaper (as defined below).

          "Authorized Newspaper" means a (i) leading English language daily
newspaper of general circulation in London, and (ii) leading English language
daily newspaper of general circulation in New York. However, it is expected that
that publication will be made in (i) the Financial Times or another daily
newspaper in London approved by the Warrant Agent or, if this is not possible,
in one other English language daily newspaper approved by the Warrant Agent with
general circulation in Western Europe, and (ii) The Wall Street Journal (Eastern
Edition) in New York. If it shall be impractical in the opinion of the Warrant
Agent to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof that is made or given
with the approval of the Warrant Agent shall constitute a sufficient publication
of such notice.

          Section 6.05 Obtaining of Approvals. The Company will from time to
time take all action that may be necessary to obtain and keep effective any and
all filings or notices under applicable law, which may be or become required in
connection with the issuance, sale, trading, transfer or delivery of the Warrant
Certificates or the exercise of the Warrants.

          Section 6.06 Persons Having Rights under this Agreement. Nothing in
this Agreement expressed or implied and nothing that maybe inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or entity other than the Company, the Warrant Agent and the
Warrantholders any right, remedy or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise or agreement hereof, and all
covenants, conditions, stipulations, promises and agreements contained in this

                                      -21-
<PAGE>

Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent, their respective successors and the Warrantholders.

          Section 6.07 Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the Warrant Agent's Office for
inspection by the Warrantholders, participants of the Depositary certified as
such by the Depositary or any person or entity certified by any such participant
to be an indirect participant of the Depositary or any person or entity
certified by any such participant to be a beneficial owner of a Warrant, in each
case, on behalf of whom such participant holds Warrants.

          Section 6.08 Officer's Certificates and Opinions of Counsel;
Statements to be Contained Therein. (a) Upon any request by the Company to the
Warrant Agent to take any action under any provision of this Warrant Agreement,
the Company shall furnish to the Warrant Agent an Officer's Certificate or
Opinion of Counsel stating that all conditions precedent, if any, provided for
in this Warrant Agreement relating to the proposed action have been complied
with. Each such certificate or opinion provided for in this Agreement and
delivered to the Warrant Agent with respect to compliance with a condition or
covenant provided for in this Agreement shall include (i) a statement that the
person making such certificate or opinion has read such covenant or condition,
(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 such
person, such person has made such examination or investigation as is necessary
to enable such person to express an informed opinion as to whether or not such
covenant or condition has been complied with and (iv) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been
complied with.

          (b) Any certificate, statement or opinion of an officer of the Company
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which
such officer's certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters, information with respect to which is
in the possession of the Company, upon the certificate, statement or opinion of
or representations by an officer or officers of the Company, unless such counsel
knows that the certificate, statement or opinion or representations with respect
to the matters upon which such officer's certificate, statement or opinion may
be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous.

          (c) Any certificate, statement or opinion of an officer of the Company
or of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which such officer's or counsel's, as the
case may be, certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate or

                                      -22-
<PAGE>

opinion of any independent firm of public accountants filed with and directed to
the Warrant Agent shall contain a statement that such firm is independent.

          Section 6.09 Payments Due on Saturdays, Sundays and Holidays. If the
date fixed for any payment with respect to the Warrants of any series
appertaining thereto shall not be a Business Day (as defined below), then such
payment need not be made on such date, but may be made on the next succeeding
Business Day with same force and effect as if made on the date fixed, and no
interest shall accrue for the period after such date.

          "Business Day" means, with respect to any Warrant, a Business Day as
established pursuant to Section 1.03 hereof or if the term Business Day is not
so specified, Business Day means any day that is not (i) a Saturday or Sunday or
a legal holiday in The City of New York or (ii) 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.

          Section 6.10 Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the Warrants of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Company could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day
(as defined below), in which event, to the extent permitted by applicable law,
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Company could purchase in The City of New York the
Required Currency with the Judgment Currency on the last New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Agreement and the terms of the Warrants of such series to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or nor entered
in accordance with clause 6.11(a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency so expressed to be payable and (iii) shall not be affected
by judgment being obtained for any other sum due under this Agreement. For
purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, 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 close.

          Section 6.11 Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

          Section 6.12 Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument. Delivery of an executed counterpart of

                                      -23-
<PAGE>

a signature page of this Agreement by facsimile transmission shall be effective
as delivery of a manually executed counterpart of this Agreement.

          Section 6.13 Applicable Law. This Agreement and each Warrant shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State, excluding
choice of law provisions.

                                      -24-
<PAGE>

          IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.

                                THE BEAR STEARNS COMPANIES INC.



                                By: /s/ Samuel L. Molinaro Jr.
                                    --------------------------------------
                                    Name:  Samuel L. Molinaro Jr.
                                    Title: Executive Vice President and
                                           Chief Financial Officer


                                JPMORGAN CHASE BANK



                                By: /s/ Natalie Pesce
                                    --------------------------------------
                                    Name:  Natalie Pesce
                                    Title: Trust Officer

<PAGE>

                                                                       EXHIBIT I

                [FORM OF FACE OF REGISTERED WARRANT CERTIFICATE]


No. _____                                                      CUSIP No. _______

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR WARRANTS IN DEFINITIVE
REGISTERED FORM, THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY 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.](1)








-------------------------------

(1)   Applies to global warrant certificates.
<PAGE>


                         THE BEAR STEARNS COMPANIES INC.

                            [Designation of Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE; [UP TO _____](2)

CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING
SAME):

[WARRANT PROPERTY:](3)

[AMOUNT OF WARRANT PROPERTY
  SALABLE PER WARRANT:](3)

[AMOUNT OF WARRANT PROPERTY
  PURCHASABLE PER WARRANT]:

[CALL PRICE PER WARRANT]:

[FORM OF PAYMENT FOR CALL PRICE]:

[FORM OF SETTLEMENT]:

[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR
  SALE UPON EXERCISE OF WARRANTS:](3)

DATES OF EXERCISE:

OTHER TERMS:

          This Warrant Certificate certifies that ___________, or registered
assigns, is the Registered Holder of the number of [Designation of Warrants]
(the "Warrants") [specified above](4) [specified on Schedule A hereto](5). [Upon
receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on
the reverse hereof (or an exercise notice in substantially identical form
delivered herewith) (the "Exercise Notice"), duly completed and executed and the
Amount of Warrant Property saleable per Warrant set forth above, adjusted, if
applicable, as set forth above, for each Warrant to be exercised, delivered as
set forth above at the Warrant Agent's Window, Attention: Tender Department, in
the Borough of Manhattan, The City of New York (which is, on the date hereof,
Corporate Trust Securities Window, 4 New York Plaza, 15th Floor, New York, New
York 10004, Attention: Tender Department), each Warrant evidenced hereby
entitles the Registered Holder hereof to receive, subject to the terms and
conditions set forth

-------------------------------

(2)   Applies to global warrant certificates.

(3)   Only if the terms of the Warrants contemplate that the holders may deliver
      Warrant Property to exercise the Warrants.

(4)   Applies to definitive warrant certificates.

(5)   Applies to global warrant certificates.

                                      I-2
<PAGE>

herein and in the Warrant Agreement (as defined below), from The Bear Stearns
Companies Inc. (the "Company") [(the Cash Settlement Value)(Put Price), in U.S.
dollars, specified above or the amount and form of property (the "Warrant
Property") specified above].] or [Subject to the terms of the Warrant Agreement
as defined below), each Warrant will be automatically exercised in whole but not
in part on [___________] (the "Expiration Date"), without any requirement of
notice of exercise to the Warrant Agent and will entitle the Registered Holder
hereof to receive, subject to the terms and conditions herein, from The Bear
Stearns Companies Inc. (the "Company") the Cash Settlement Value, in U.S.
dollars, specified above.]

          [Unless otherwise indicated above, a Warrant will not require or
entitle a Warrantholder to sell or deliver to the Company, nor will the Company
be under any obligation to, nor will it, purchase or take delivery from any
Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the
Company will make only a cash payment in the amount of the Cash Settlement Value
or Put Price per Warrant. Warrantholders will not receive any interest on any
Cash Settlement Value.] or [Warrants will not entitle the Warrantholder to any
rights of the holders of the Warrant Property.]

          Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.

          This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.

                                      I-3
<PAGE>


          IN WITNESS WHEREOF, The Bear Stearns Companies Inc. has caused this
instrument to be duly executed.

Dated:    [__________]

                                THE BEAR STEARNS COMPANIES INC.



                                By:
                                    --------------------------------------
                                    Name:
                                    Title:

Attest:

By:
    ----------------------------------
    Secretary

Countersigned as of the date above
written:

JPMORGAN CHASE BANK,
  as Warrant Agent

By:
    ----------------------------------
    Authorized Officer

                                      I-4
<PAGE>


                         THE BEAR STEARNS COMPANIES INC.

               [FORM OF REVERSE OF REGISTERED WARRANT CERTIFICATE]

          The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued by the Company pursuant to a Warrant
Agreement, dated as of [_______], 2003 (the "Warrant Agreement"), between the
Company and JPMorgan Chase Bank (the "Warrant Agent") [Add in Supplemental
Agreements, if any] and are subject to the terms and provisions contained in the
Warrant Agreement, to all of which terms and provisions each Warrantholder
consents by acceptance of this Warrant Certificate or a beneficial interest
therein and which Warrant Agreement is hereby incorporated by reference in and
made a part of this Warrant Certificate. Without limiting the foregoing, all
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file
at the Warrant Agent's Office. The Warrants constitute a separate series of
Warrants under the Warrant Agreement.

          The Warrants are direct, unconditional and unsecured contractual
obligations of the Company and rank pari passu with the Company's other
unsecured contractual obligations and with the Company's unsecured and
unsubordinated debt.

          [Subject to the provisions hereof and the Warrant Agreement, each
Warrant may be exercised during the dates of exercise set forth on the face
hereof by delivering or causing to be delivered this Warrant Certificate, the
Exercise Notice, duly completed and executed, and the Exercise Property for each
such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The
City of New York, which is, on the date hereof (unless otherwise specified
herein), JPMorgan Chase Bank Corporate Trust Securities Window, 4 New York
Plaza, 15th Floor, New York, New York 10004, Attention: Tender Department, or at
such other address as the Warrant Agent may specify from time to time.] or
[Subject to the provisions hereof and the Warrant Agreement, each Warrant will
be automatically exercised in whole but not in part on Expiration Date, without
any requirement of notice of exercise to the Warrant Agent.]

          [Each Warrant entitles the Warrantholder to receive, upon exercise,
the Cash Settlement Value per Warrant set forth on the face hereof. The
valuation of and payment for any exercised Warrant may be postponed as a result
of a Market Disruption Event, in which case the Warrantholder will receive the
Cash Settlement Value determined as of a later date.] or [Each Warrant entitles
the Warrantholder to receive, upon exercise, the Warrant Property set forth on
the face hereof.]

          The Warrant Agreement and the terms of the Warrants are subject to
amendment, as provided in the Warrant Agreement.

          This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York without regards to its
conflicts of laws principles.

                            [Designation of Warrants]

                                      I-5
<PAGE>


                                 Exercise Notice

JPMorgan Chase Bank
4 New York Plaza
Ground Floor
New York, New York 10004

Attention:  Tender Department

          The undersigned (the "Registered Holder") hereby irrevocably exercises
__________ Warrants (the "Exercised Warrants") and delivers to you herewith a
Warrant Certificate or Certificates, registered in the Registered Holder's name,
representing a number of Warrants at least equal to the number of Exercised
Warrants[, and the Warrant Property with respect thereto](6) or [, and the
Warrant Property with respect thereto].

          The Registered Holder hereby directs the Warrant Agent (a) [to deliver
the [Cash Settlement Value][Put Price] per Warrant as follows] or [to deliver
the Warrant Property as follows:






          and (b) if the number of Exercised Warrants is less than the number of
Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant
Certificate representing the unexercised Warrants to:

Dated:
       --------------------------     ------------------------------------------
                                                  (Registered Holder

                                      By:
                                          --------------------------------------
                                          Authorized Signature
                                          Address:
                                          Telephone:


-------------------------------

(6)   Only if terms of the Warrants contemplate that the holder may deliver
      Warrant Property to exercise the Warrants.

                                      I-6
<PAGE>


            [If Warrant is a Global Warrant, insert this Schedule A.]

                            [Designation of Warrants]

                                                                      SCHEDULE A

                                     GLOBAL
                                     WARRANT
                              SCHEDULE OF EXCHANGES

          The initial number of Warrants represented by this Global Warrant is
_________. In accordance with the Warrant Agreement dated as of [__________]
2003, between the Company and JPMorgan Chase Bank, as Warrant Agent [Add in any
Supplemental Agreements, if any], the following reductions as a result of the
exercise of the number of Warrants indicated below have been made:

                                      Reduced
                                       Number         Notation
                                    Outstanding      Made by or
    Date of         Number of        Following      on Behalf of
  Exchange or       Warrants            Such           Warrant
   Exercise         Exercised         Exercise          Agent
---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------

---------------  ---------------  ---------------  ---------------


                                      I-7