Unassociated Document


    
      Exhibit
        4(h)

       

    

    
      

      

    

    
      GUARANTEE
        AGREEMENT

       

      between
        

       

      THE
        BEAR
        STEARNS COMPANIES INC.

      (as
        Guarantor)

       

      and

       

      THE
        BANK
        OF NEW YORK

      (as
        Guarantee Trustee)

       

      Dated
        as
        of __________, ____

       

      Relating
        to the Preferred Securities of Bear Stearns Capital Trust __

       

      
        

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CROSS-REFERENCE
        TABLE

       

      (to
        be
        updated)

       

      
        	
                Trust
                  Indenture Act Section

              	 	
                Guarantee
                  Agreement Section

              
	
                310 
                  (a)

              	 	
                4.1(a)

              
	
                (b)

              	 	
                4.1(c)

              
	
                (c)

              	 	
                Not
                  Applicable

              
	
                311 
                  (a)

              	 	
                2.2(b)

              
	
                (b)

              	 	
                2.2(b)

              
	
                (c)

              	 	
                Not
                  Applicable

              
	
                312 
                  (a)

              	 	
                2.2(a)

              
	
                (b)

              	 	
                2.2(b)

              
	
                313

              	 	
                2.3

              
	
                314 
                  (a)

              	 	
                2.4

              
	
                (b)

              	 	
                Not
                  Applicable

              
	
                (c)

              	 	
                2.5

              
	
                (d)

              	 	
                Not
                  Applicable

              
	
                (f)

              	 	
                Not
                  Applicable

              
	
                315 
                  (a)

              	 	
                3.1(c),(d)

              
	
                (b)

              	 	
                2.7

              
	
                (c)

              	 	
                3.1(c)

              
	
                (d)

              	 	
                3.1(d)

              
	
                316 
                  (a)

              	 	
                5.4(a),
                  2.6

              


      

      
         

        
          

        

      

      
        	
                Note:

              	
                This
                  Cross-Reference Table shall not, for any purpose, be deemed to
                  be a part
                  of this Guarantee Agreement.

              


      

      


      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF
        CONTENTS


       

      
        	 	 	 	
                Page

              
	 	 	 	 
	 	
                ARTICLE
                  I

              	 	 
	 	 	 	 
	 	
                DEFINITIONS
                  AND INTERPRETATION

              	 	 
	 	 	 	 
	
                Section
                  1.1

              	
                Definitions
                  and Interpretation.

              	 	
                1

              
	 	 	 	 
	 	
                ARTICLE
                  II

              	 	 
	 	 	 	 
	 	
                TRUST
                  INDENTURE ACT

              	 	 
	 	 	 	 
	
                Section
                  2.1

              	
                Trust
                  Indenture Act; Application.

              	 	
                4

              
	
                Section
                  2.2

              	
                Lists
                  of Holders of Securities.

              	 	
                4

              
	
                Section
                  2.3

              	
                Reports
                  by the Guarantee Trustee.

              	 	
                5

              
	
                Section
                  2.4

              	
                Periodic
                  Reports to Guarantee Trustee.

              	 	
                5

              
	
                Section
                  2.5

              	
                Evidence
                  of Compliance with Conditions Precedent.

              	 	
                5

              
	
                Section
                  2.6

              	
                Guarantee
                  Events of Default; Waiver.

              	 	
                5

              
	
                Section
                  2.7

              	
                Events
                  of Default; Notice.

              	 	
                5

              
	
                Section
                  2.8

              	
                Conflicting
                  Interests.

              	 	
                6

              
	 	 	 	 
	 	
                ARTICLE
                  III

              	 	 
	 	 	 	 
	 	
                POWERS,
                  DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

              	 	 
	 	 	 	 
	
                Section
                  3.1

              	
                Powers
                  and Duties of the Guarantee Trustee.

              	 	
                6

              
	
                Section
                  3.2

              	
                Certain
                  Rights of Guarantee Trustee.

              	 	
                8

              
	
                Section
                  3.3

              	
                Not
                  Responsible for Recitals or Issuance of Guarantee
                  Agreement.

              	 	
                9

              
	
                Section
                  3.4

              	
                Compensation;
                  Indemnity; Fees.

              	 	
                9

              
	 	 	 	 
	 	
                ARTICLE
                  IV

              	 	 
	 	 	 	 
	 	
                GUARANTEE
                  TRUSTEE

              	 	 
	 	 	 	 
	
                Section
                  4.1

              	
                Guarantee
                  Trustee; Eligibility.

              	 	
                10

              
	
                Section
                  4.2

              	
                Appointment,
                  Removal and Resignation of Guarantee Trustee.

              	 	
                10

              
	 	 	 	 
	 	
                ARTICLE
                  V

              	 	 
	 	 	 	 
	 	
                GUARANTEE

              	 	 
	 	 	 	 
	
                Section
                  5.1

              	
                Guarantee.

              	 	
                11

              
	
                Section
                  5.2

              	
                Waiver
                  of Notice and Demand.

              	 	
                11

              
	
                Section
                  5.3

              	
                Obligations
                  Not Affected.

              	 	
                12

              
	
                Section
                  5.4

              	
                Rights
                  of Holders.

              	 	
                12

              
	
                Section
                  5.5

              	
                Guarantee
                  of Payment.

              	 	
                13

              
	
                Section
                  5.6

              	
                Subrogation.

              	 	
                13

              
	
                Section
                  5.7

              	
                Independent
                  Obligations.

              	 	
                13

              
	
                Section
                  5.8

              	
                Consolidation,
                  Merger, Sale of Assets and Other Transactions.

              	 	
                13

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        	 	
                ARTICLE
                  VI

              	 	 
	 	 	 	 
	 	
                COVENANTS
                  AND SUBORDINATION

              	 	 
	 	 	 	 
	
                Section
                  6.1

              	
                Subordination.

              	 	
                14

              
	
                Section
                  6.2

              	
                Pari
                  Passu Guarantees.

              	 	
                14

              
	 	 	 	 
	 	
                ARTICLE
                  VII

              	 	 
	 	 	 	 
	 	
                TERMINATION

              	 	 
	 	 	 	 
	
                Section
                  7.1

              	
                Termination.

              	 	
                14

              
	 	 	 	 
	 	
                ARTICLE
                  VIII

              	 	 
	 	 	 	 
	 	
                MISCELLANEOUS

              	 	 
	 	 	 	 
	
                Section
                  8.1

              	
                Successors
                  and Assigns.

              	 	
                15

              
	
                Section
                  8.2

              	
                Amendments.

              	 	
                15

              
	
                Section
                  8.3

              	
                Notices.

              	 	
                15

              
	
                Section
                  8.4

              	
                Benefit.

              	 	
                16

              
	
                Section
                  8.5

              	
                Governing
                  Law.

              	 	
                16

              
	
                Section
                  8.6

              	
                Counterparts.

              	 	
                16

              


      

      


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      
        GUARANTEE
          AGREEMENT 

         

        THIS
          GUARANTEE AGREEMENT, dated as of __________, ____, (the “Guarantee
          Agreement”)
          is
          executed and delivered by The Bear Stearns Companies Inc., a Delaware
          corporation (the “Guarantor”),
          and
          The Bank of New York, a corporation organized under the laws of the United
          States, as trustee (the “Guarantee
          Trustee”),
          for
          the benefit of the Holders (as defined herein) from time to time of the
          Preferred Securities (as defined herein) of Bear Stearns Capital Trust
          __, a
          Delaware statutory business trust (the “Trust”).

         

        WHEREAS,
          pursuant to an Amended and Restated Trust Agreement, dated as of __________,
          ____, (the “Trust
          Agreement”)
          among
          the trustees named therein of the Trust, the administrators named therein,
          The
          Bear Stearns Companies Inc., as depositor, and the holders from time to
          time of
          undivided beneficial interests in the assets of the Trust, the Trust is
          issuing
          on the date hereof securities, having an aggregate Liquidation Amount of
          up to
          $__________, designated the Preferred Securities and having the terms set
          forth
          in the Trust Agreement (the “Preferred
          Securities”);

         

        WHEREAS,
          the Preferred Securities will be issued by the Trust and the proceeds thereof,
          together with the proceeds from the issuance of the Common Securities (as
          defined in the Trust Agreement) will be used to purchase the Debentures
          of the
          Guarantor which will be held as Trust Property by the Property Trustee
          of the
          Trust for the benefit of the Trust and the Holders; and

         

        WHEREAS,
          as incentive for the Holders to purchase the Preferred Securities, the
          Guarantor
          desires irrevocably and unconditionally to agree, to the extent set forth
          in
          this Guarantee Agreement, to pay to the Holders of Preferred Securities
          the
          Guarantee Payments (as defined herein) and to make certain other payments
          on the
          terms and conditions set forth herein;.

         

        NOW,
          THEREFORE, in consideration of the purchase by each Holder of Preferred
          Securities, which purchase the Guarantor hereby agrees shall benefit the
          Guarantor, the Guarantor executes and delivers this Guarantee Agreement
          for the
          benefit of the Holders.

         

        ARTICLE
          I


         

        DEFINITIONS
          AND INTERPRETATION

         

        Section
          1.1  Definitions
          and Interpretation.
          In
          this
          Guarantee Agreement, unless the context otherwise requires:

         

        (a)  capitalized
          terms used in this Guarantee Agreement but not defined in the preamble
          above
          have the respective meanings assigned to them in this Section 1.1;

         

        (b)  a
          term
          defined anywhere in this Guarantee Agreement has the same meaning
          throughout;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        (c)  all
          references to “the Guarantee Agreement” or “this Guarantee Agreement” are to
          this Guarantee Agreement as modified, supplemented or amended from time
          to
          time;

         

        (d)  all
          references in this Guarantee Agreement to Articles and Sections are to
          Articles and Sections of this Guarantee Agreement, unless otherwise
          specified;

         

        (e)  terms
          defined in the Trust Agreement as at the date of execution of this Guarantee
          Agreement or in the Trust Indenture Act as the case may be, have the same
          meanings when used in this Guarantee Agreement, unless otherwise defined
          in this
          Guarantee Agreement or unless the context otherwise requires; and

         

        (f)  a
          reference to the singular includes the plural and vice versa.

         

        “Corporate
          Trust Office”
means
          the office of the Guarantee Trustee at which the corporate trust business
          of the
          Guarantee Trustee shall, at any particular time, be principally administered,
          which office at the date of execution of this Guarantee Agreement is located
          at
          101 Barclay Street, New York, NY 10286.

         

        “Covered
          Person”
means
          any Holder or beneficial owner of Preferred Securities.

         

        “Debentures”
means
          the junior subordinated debentures of The Bear Stearns Companies Inc. designated
          the Fixed/Adjustable Rate Junior Subordinated Deferrable Interest Debentures
          due
          __________, 20__ held by the Property Trustee (as defined in the Trust
          Agreement) of the Trust.

         

        “Existing
          Indenture”
means
          the Indenture, dated as of December 16, 1998, between the Guarantor and
          The Bank
          of New York, as successor trustee to JPMorgan Chase Bank, N.A., as amended
          or
          supplemented from time to time.

         

        “Guarantee
          Event
          of Default”
means
          a
          default by the Guarantor on any of its payment or other obligations under
          this
          Guarantee Agreement.

         

        “Guarantee
          Payments”
means
          the following payments or distributions, without duplication, with respect
          to
          the Preferred Securities, to the extent not paid or made on behalf of the
          Trust:
          (i) any accumulated and unpaid Distributions (as defined in the Trust
          Agreement) which are required to be paid on such Preferred Securities to
          the
          extent the Trust shall have funds on hand legally and immediately available
          therefor, (ii) the redemption price, including all accumulated and unpaid
          Distributions to the date of redemption (the “Redemption
          Price”)
          to the
          extent the Trust has funds on hand legally and immediately available therefor,
          with respect to any Preferred Securities called for redemption by the Trust,
          and
          (iii) upon a voluntary or involuntary dissolution, winding-up or
          termination of the Trust (other than in connection with the distribution
          of
          Debentures to the Holders in exchange for Preferred Securities as provided
          in
          the Trust Agreement), the lesser of (a) the aggregate of the Liquidation
          Amount and all accumulated and unpaid Distributions on the Preferred Securities
          to the date of payment, to the extent the Trust shall have funds on hand
          legally
          and immediately available therefor, and (b) the amount of assets of the
          Trust remaining available for distribution to Holders in liquidation of
          the
          Trust after satisfaction of liabilities to creditors of the Trust as required
          by
          applicable law (in either case, the “Liquidation
          Distribution”).

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

         

        “Guarantee
          Trustee”
means
          The Bank of New York, solely in its capacity as guarantee trustee under
          this
          Guarantee Agreement and not in its individual capacity, until a successor
          Guarantee Trustee shall have become such pursuant to the applicable provisions
          of this Guarantee Agreement, and, thereafter “Guarantee Trustee” shall mean or
          include each Person who is then a Guarantee Trustee hereunder.

         

        “Holder”
shall
          mean any holder, as registered on the books and records of the Trust, of
          any
          Preferred Securities; provided,
          however,
          that,
          in determining whether the holders of the requisite percentage of Preferred
          Securities have given any request, notice, consent or waiver hereunder,
“Holder”
shall not include the Guarantor or any Affiliate of the Guarantor.

         

        “Indemnified
          Person”
means
          the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officers,
          directors, shareholders, members, partners, employees, representatives,
          nominees, custodians or agents of the Guarantee Trustee.

         

        “Indenture”
means
          the Indenture dated as of ________ __, ____, between the Guarantor and
          The Bank
          of New York not in its individual capacity but solely as trustee, and any
          indenture supplemental thereto pursuant to which the Debentures are to
          be
          issued.

         

        “Liquidation
          Distribution”
has
          the
          meaning set forth in the definition of “Guarantee Payments” herein.

         

        “Majority
          in Liquidation Amount of the Preferred Securities”
means,
          except as provided by the Trust Indenture Act, a vote by Holder(s) of Preferred
          Securities, voting together as a class of more than 50% of the aggregate
          Liquidation Amount of all Preferred Securities then outstanding.

         

        “Officers’
          Certificate”
means
          a
          certificate signed by the Chairman of the Board or any Vice Chairman of
          the
          Board or the President or any Executive Vice President or Chief Operating
          Officer or Chief Financial Officer of the Depositor and by the Treasurer
          or an
          Assistant Treasurer or Controller or the Secretary or an Assistant Secretary
          of
          the Depositor and delivered to the Guarantee Trustee. Any Officers’ Certificate
          delivered with respect to compliance with a condition or covenant provided
          for
          in this Guarantee Agreement (other than pursuant to Section 2.4)
          shall
          include:

         

        (a)  a
          statement that each officer signing the Officers’ Certificate has read the
          covenant or condition and the definitions relating thereto;

         

        (b)  a
          brief
          statement of the nature and scope of the examination or investigation undertaken
          by each officer in rendering the Officers’ Certificate;

         

        (c)  a
          statement that each such officer has made such examination or investigation
          as,
          in such officer’s opinion, is necessary to enable such officer to express an
          informed opinion as to whether or not such covenant or condition has been
          complied with; and

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

         

        (d)  a
          statement as to whether, in the opinion of each such officer, such condition
          or
          covenant has been complied with.

         

        “Other
          Guarantees”
means
          all other guarantees (if any) to be issued by the Company with respect
          to trust
          securities (if any) to be issued by other trusts to be established by the
          Company (if any).

         

        “Person”
means
          any individual, corporation, limited liability company, partnership, joint
          venture, association, joint-stock company, trust, unincorporated organization
          or
          government or any agency or political subdivision thereof, or any other
          entity.

         

        “Responsible
          Officer,”
when
          used with respect to the Guarantee Trustee, means any vice president (whether
          or
          not designated by a number or a word or words added before or after the
          title
“vice president”), any assistant secretary, any senior trust officer or trust
          office, or any other officer of the Trustee customarily performing functions
          similar to those performed by the persons who at the time shall be such
          officers, respectively, or to whom any corporate trust matter is referred
          because of his knowledge of, and familiarity with, a particular
          subject.

         

        “Successor
          Guarantee Trustee”
means
          a
          successor Guarantee Trustee possessing the qualifications to act as Guarantee
          Trustee under Section 4.1.

         

        “Trust
          Event of Default”
means
          an “Event of Default” as defined in the Trust Agreement.

         

        “Trust
          Indenture Act”
means
          the Trust Indenture Act of 1939, as amended.

         

        “Trust
          Securities”
means
          the Common Securities and the Preferred Securities.

         

        ARTICLE
          II


         

        TRUST
          INDENTURE ACT

         

        Section
          2.1  Trust
          Indenture Act; Application.  (a)  This
          Guarantee Agreement is subject to the provisions of the Trust Indenture
          Act and
          shall, to the extent applicable, be governed by such provisions;
          and

         

        (b)  if
          and to
          the extent that any provision of this Guarantee Agreement limits, qualifies
          or
          conflicts with the deemed duties imposed by Sections 310 to 317, inclusive,
          of the Trust Indenture Act, such deemed imposed duties shall
          control.

         

        Section
          2.2  Lists
          of Holders of Securities.  (a)  The
          Guarantor shall furnish or cause to be furnished to the Guarantee Trustee
          (i) within five days after each record date for payment of Distributions, a
          list, in such form as the Guarantee Trustee may reasonably require, of
          the names
          and addresses of the Holders of the Preferred Securities (“List
          of Holders”)
          as of
          such record date, provided
          that the
          Guarantor shall not be obligated to provide such List of Holders at any
          time the
          List of Holders does not differ from the most recent List of Holders given
          to
          the Guarantee Trustee by the Guarantor, and (ii) at any other time within
          30 days of receipt by the Guarantor of a written request for a List of
          Holders,
          which List of Holders shall be as of a date no more than 14 days before
          such
          List of Holders is given to the Guarantee Trustee. The Guarantee Trustee
          may
          destroy any List of Holders previously given to it on receipt of a new
          List of
          Holders.

         

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

         

        (b)  The
          Guarantee Trustee shall comply with its obligations under Sections 311(a),
          311(b) and Section 312(b) of the Trust Indenture Act.

         

        Section
          2.3  Reports
          by the Guarantee Trustee.
          Within
          60
          days after May 15 in each year, the Guarantee Trustee shall provide to
          the
          Holders of the Preferred Securities such reports dated as of the immediately
          preceding November 15 as are required by Section 313(a) of the Trust
          Indenture Act, if any, in the form and in the manner provided by
          Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also
          comply with the requirements of Section 313(d) of the Trust Indenture Act.


         

        Section
          2.4  Periodic
          Reports to Guarantee Trustee.
          The
          Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange
          Commission and the Holders as applicable, such documents, reports and
          information (if any) as required by Section 314 and the compliance
          certificate required by Section 314(a)(4) of the Trust Indenture Act in the
          form, in the manner and at the times required by Section 314 of the Trust
          Indenture Act, such compliance certificate to be delivered within 60 days
          after
          May 15 in each year.

         

        Section
          2.5  Evidence
          of Compliance with Conditions Precedent.
          The
          Guarantor shall provide to the Guarantee Trustee such evidence of compliance
          with any conditions precedent provided for in this Guarantee Agreement
          that
          relate to any of the matters set forth in Section 314(c) of the Trust
          Indenture Act. Any certificate or opinion required to be given by an officer
          pursuant to Section 314(c)(1) of the Trust Indenture Act may be given in
          the form of an Officers’ Certificate.

         

        Section
          2.6  Guarantee
          Events of Default; Waiver.
          The
          Holders of a Majority in Liquidation Amount of the Preferred Securities
          may,
          voting or consenting as a class, on behalf of the Holders of all of the
          Preferred Securities, waive any past Guarantee Event of Default and its
          consequences. Upon such waiver, any such Guarantee Event of Default shall
          cease
          to exist, and shall be deemed to have been cured, for every purpose of
          this
          Guarantee Agreement, but no such waiver shall extend to any subsequent
          or other
          default or Guarantee Event of Default or impair any right consequent
          therefrom.

         

        Section
          2.7  Events
          of Default; Notice.  (a)  The
          Guarantee Trustee shall, within 60 days after the occurrence of a Guarantee
          Event of Default, transmit by mail, first class postage prepaid, to the
          Holders
          of the Preferred Securities, notices of all Events of Default actually
          known to
          a Responsible Officer of the Guarantee Trustee, unless such defaults have
          been
          cured before the giving of such notice; provided,
          however,
          that,
          except in the case of a default in the payment of a Guarantee Payment,
          the
          Guarantee Trustee shall be protected in withholding such notice if and
          so long
          as the board of directors, the executive committee, or a trust committee
          of
          directors and/or responsible officers of the Guarantee Trustee in good
          faith
          determines that the withholding of such notice is in the interests of the
          Holders of the Preferred Securities.

         

        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

        

         

        (b)  The
          Guarantee Trustee shall not be deemed to have knowledge of any Guarantee
          Event
          of Default unless the Guarantee Trustee shall have received written notice
          thereof.

         

        Section
          2.8  Conflicting
          Interests.
          The
          Indenture and the securities issued or to be issued thereunder; the Trust
          Agreement and the Trust Securities issued or to be issued thereunder; any
          Guarantee Agreement relating to a Bear Stearns Trust (as defined in the
          Indenture and the Existing Indenture) between the Guarantor and The Bank
          of New
          York as guarantee trustee; any Amended and Restated Trust Agreement relating
          to
          a Bear Stearns Trust among the Guarantor, as depositor, The Bank of New
          York, as
          property trustee, The Bank of New York (Delaware), as Delaware trustee,
          the
          administrative trustees named therein and the several holders and the Trust
          Securities issued and to be issued thereunder; and the Existing Indenture
          and
          the securities issued or to be issued thereunder, shall be deemed to be
          specifically described in this Guarantee Agreement for the purposes of
          clause (i) of the proviso contained in Section 310(b)(l) of the Trust
          Indenture Act.

         

        ARTICLE
          III


         

        POWERS,
          DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

         

        Section
          3.1  Powers
          and Duties of the Guarantee Trustee.  (a)  This
          Guarantee Agreement shall be held by the Guarantee Trustee for the benefit
          of
          the Holders of the Preferred Securities, and the Guarantee Trustee shall
          not
          transfer this Guarantee Agreement to any Person except a Holder of Preferred
          Securities exercising his or her rights pursuant to Section 5.4(b)
          or to a
          Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee
          of
          its appointment to act as Successor Guarantee Trustee. The right, title
          and
          interest of the Guarantee Trustee shall automatically vest in any Successor
          Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee
          of its
          appointment hereunder, and such vesting and cessation of title shall be
          effective whether or not conveyancing documents have been executed and
          delivered
          pursuant to the appointment of such Successor Guarantee Trustee.

         

        (b)  If
          a
          Guarantee Event of Default actually known to a Responsible Officer of the
          Guarantee Trustee has occurred and is continuing, the Guarantee Trustee
          shall
          enforce this Guarantee Agreement for the benefit of the Holders of the
          Preferred
          Securities.

         

        (c)  The
          Guarantee Trustee, before the occurrence of any Guarantee Event of Default
          and
          after the curing or waiver of all Events of Default that may have occurred,
          shall undertake to perform only such duties as are specifically set forth
          in
          this Guarantee Agreement, and no implied covenants shall be read into this
          Guarantee Agreement against the Guarantee Trustee. In case a Guarantee
          Event of
          Default has occurred (that has not been cured or waived pursuant to Section 2.6)
          and is
          actually known to a Responsible Officer of the Guarantee Trustee, the Guarantee
          Trustee shall exercise such of the rights and powers vested in it by this
          Guarantee Agreement, and use the same degree of care and skill in its exercise
          thereof, as a prudent person would exercise or use under the circumstances
          in
          the conduct of his or her own affairs.

         

        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        

         

        (d)  No
          provision of this Guarantee Agreement shall be construed to relieve the
          Guarantee Trustee from liability for its own negligent action, its own
          negligent
          failure to act, or its own willful misconduct, except that:

         

        (i)  prior
          to
          the occurrence of any Guarantee Event of Default and after the curing or
          waiving
          of all such Events of Default that may have occurred:

         

        (A)  the
          duties and obligations of the Guarantee Trustee shall be determined solely
          by
          the express provisions of this Guarantee Agreement, and the Guarantee Trustee
          shall not be liable except for the performance of such duties and obligations
          as
          are specifically set forth in this Guarantee Agreement, and no implied
          covenants
          or obligations shall be read into this Guarantee Agreement against the
          Guarantee
          Trustee; and

         

        (B)  in
          the
          absence of bad faith on the part of the Guarantee Trustee, the Guarantee
          Trustee
          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 Guarantee Trustee and conforming to the requirements of this Guarantee
          Agreement; but in the case of any such certificates or opinions that by
          any
          provision hereof or the Trust Indenture Act are specifically required to
          be
          furnished to the Guarantee Trustee, the Guarantee Trustee shall be under
          a duty
          to examine the same to determine whether or not they conform to the requirements
          of this Guarantee Agreement;

         

        (ii)  the
          Guarantee Trustee shall not be liable for any error of judgment made in
          good
          faith by a Responsible Officer of the Guarantee Trustee, unless it shall
          be
          proved that the Guarantee Trustee was negligent in ascertaining the pertinent
          facts upon which such judgment was made;

         

        (iii)  the
          Guarantee Trustee shall not be liable with respect to any action taken
          or
          omitted to be taken by it in good faith in accordance with the direction
          of the
          Holders of not less than a Majority in Liquidation Amount of the Preferred
          Securities relating to the time, method and place of conducting any proceeding
          for any remedy available to the Guarantee Trustee, or exercising any trust
          or
          power conferred upon the Guarantee Trustee under this Guarantee Agreement;
          and

         

        (iv)  no
          provision of this Guarantee Agreement shall require the Guarantee Trustee
          to
          expend or risk its own funds or otherwise incur personal financial liability
          in
          the performance of any of its duties or in the exercise of any of its rights
          or
          powers, if the Guarantee Trustee shall have reasonable grounds for believing
          that the repayment of such funds or liability is not reasonably assured
          to it
          under the terms of this Guarantee Agreement or indemnity, reasonably
          satisfactory to the Guarantee Trustee, against such risk or liability is
          not
          reasonably assured to it.

         

        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

        

         

        Section
          3.2  Certain
          Rights of Guarantee Trustee.  (a)  Subject
          to the provisions of Section 3.1:

         

        (i)  The
          Guarantee Trustee may rely, and shall be fully protected in acting or refraining
          from acting upon, any resolution, certificate, statement, instrument, opinion,
          report, notice, request, direction, consent, order, bond, debenture, note,
          other
          evidence of indebtedness or other paper or document reasonably believed
          by it to
          be genuine and to have been signed, sent or presented by the proper party
          or
          parties.

         

        (ii)  Any
          direction or act of the Guarantor contemplated by this Guarantee Agreement
          shall
          be sufficiently evidenced by an Officers’ Certificate.

         

        (iii)  Whenever,
          in the administration of this Guarantee Agreement, the Guarantee Trustee
          shall
          deem it desirable that a matter be proved or established before taking,
          suffering or omitting any action hereunder, the Guarantee Trustee (unless
          other
          evidence is herein specifically prescribed) may, in the absence of bad
          faith on
          its part, request and rely upon an Officers’ Certificate which, upon receipt of
          such request, shall be promptly delivered by the Guarantor.

         

        (iv)  The
          Guarantee Trustee shall have no duty to see to any recording, filing or
          registration of any instrument (or any rerecording, refiling or registration
          thereof).

         

        (v)  The
          Guarantee Trustee may consult with counsel of its selection, and the advice
          or
          opinion of such counsel with respect to legal matters shall be full and
          complete
          authorization and protection in respect of any action taken, suffered or
          omitted
          by it hereunder in good faith and in accordance with such advice or opinion.
          Such counsel may be counsel to the Guarantor or any of its Affiliates and
          may
          include any of its employees. The Guarantee Trustee shall have the right
          at any
          time to seek instructions concerning the administration of this Guarantee
          from
          any court of competent jurisdiction.

         

        (vi)  The
          Guarantee Trustee shall be under no obligation to exercise any of the rights
          or
          powers vested in it by this Guarantee Agreement at the request or direction
          of
          any Holder, unless such Holder shall have provided to the Guarantee Trustee
          such
          security and indemnity, reasonably satisfactory to the Guarantee Trustee,
          against the costs, expenses (including attorneys’ fees and expenses and the
          expenses of the Guarantee Trustee’s agents, nominees or custodians) and
          liabilities that might be incurred by it in complying with such request
          or
          direction, including such reasonable advances as may be requested by the
          Guarantee Trustee; provided, however, that nothing contained in this
Section 3.2(a)(vi)
          shall be
          taken to relieve the Guarantee Trustee, upon the occurrence of a Guarantee
          Event
          of Default, of its obligation to exercise the rights and powers vested
          in it by
          this Guarantee Agreement.

         

        (vii)  The
          Guarantee Trustee shall not be bound to make any investigation into the
          facts or
          matters stated in any resolution, certificate, statement, instrument, opinion,
          report, notice, request, direction, consent, order, bond, debenture, note,
          other
          evidence of indebtedness or other paper or document, but the Guarantee
          Trustee,
          in its discretion, may make such further inquiry or investigation into
          such
          facts or matters as it may see fit.

         

        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

         

        (viii)  The
          Guarantee Trustee may execute any of the trusts or powers hereunder or
          perform
          any duties hereunder either directly or by or through agents, nominees,
          custodians or attorneys, and the Guarantee Trustee shall not be responsible
          for
          any misconduct or negligence on the part of any agent or attorney appointed
          with
          due care by it hereunder.

         

        (ix)  Whenever
          in the administration of this Guarantee Agreement the Guarantee Trustee
          shall
          deem it desirable to receive instructions with respect to enforcing any
          remedy
          or right or taking any other action hereunder, the Guarantee Trustee
          (A) may request written instructions from the Holders of a Majority in
          Liquidation Amount of the Preferred Securities, (B) may refrain from
          enforcing such remedy or right or taking such other action until such written
          instructions are received, and (C) shall be protected in conclusively
          relying on or acting in accordance with such instructions.

         

        (x)  The
          Guarantee Trustee shall not be liable for any action taken, suffered, or
          omitted
          to be taken by it in good faith and believed by it to be authorized or
          within
          the discretion or rights or powers conferred upon it by this Guarantee
          Agreement.

         

        (b)  No
          provision of this Guarantee Agreement shall be deemed to impose any duty
          or
          obligation on the Guarantee Trustee to perform any act or acts or exercise
          any
          right, power, duty or obligation conferred or imposed on it, in any jurisdiction
          in which it shall be illegal or in which the Guarantee Trustee shall be
          unqualified or incompetent in accordance with applicable law to perform
          any such
          act or acts or to exercise any such right, power, duty or obligation. No
          permissive power or authority available to the Guarantee Trustee shall
          be
          construed to be a duty.

         

        Section
          3.3  Not
          Responsible for Recitals or Issuance of Guarantee Agreement.
          The
          recitals contained in this Guarantee Agreement shall be taken as the statements
          of the Guarantor, and the Guarantee Trustee does not assume any responsibility
          for their correctness. The Guarantee Trustee makes no representation as
          to the
          validity or sufficiency of this Guarantee Agreement; it shall not be responsible
          for the Guarantor’s performance hereunder or the Guarantor’s representations and
          warranties.

         

        Section
          3.4  Compensation;
          Indemnity; Fees. The
          Guarantor agrees: 

         

        (a)  to
          pay to
          the Guarantee Trustee from time to time such compensation for all services
          rendered by it hereunder as may be agreed by the Guarantor and the Guarantee
          Trustee from time to time (which compensation shall not be limited by any
          provision of law in regard to the compensation of a trustee of an express
          trust); 

         

        (b)  except
          as
          otherwise expressly provided herein, to reimburse the Guarantee Trustee
          upon
          request for all expenses, disbursements and advances incurred or made by
          the
          Guarantee Trustee in accordance with any provision of this Guarantee Agreement
          (including the compensation and the expenses and disbursements of its agents
          and
          counsel), except any such expense, disbursement or advance as shall be
          determined to have been caused by its own negligence or bad faith; and
          

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

         

        (c)  to
          indemnify the Guarantee Trustee, any Affiliate of the Guarantee Trustee
          and any
          officer, director, shareholder, employee, representative or agent of the
          Guarantee Trustee (each, an “Indemnified Person”) for, and to hold each
          Indemnified Person harmless against, any loss, liability, claim, action,
          suit,
          cost, damage or expense of any kind or nature whatsoever incurred without
          negligence, willful misconduct or bad faith on the part of the Indemnified
          Person, arising out of or in connection with the acceptance or administration
          of
          this Guarantee Agreement, including the costs and expenses of defending
          itself
          against any claim or liability in connection with the exercise or performance
          of
          any of its powers or duties hereunder. 

         

        The
          Guarantee Trustee will not claim or exact any lien or charge on any Guarantee
          Payments as a result of any amount due to it under this Guarantee Agreement.
          

         

        The
          provisions of this Section 3.4 shall survive the termination of this Guarantee
          Agreement or the resignation or removal of the Guarantee Trustee.

         

        ARTICLE
          IV


         

        GUARANTEE
          TRUSTEE

         

        Section
          4.1  Guarantee
          Trustee; Eligibility.  (a)  There
          shall at all times be a Guarantee Trustee which shall:

         

        (i)  not
          be an
          Affiliate of the Guarantor; and

         

        (ii)  be
          a
          Person organized and doing business under the laws of the United States
          of
          America or any State or Territory thereof or of the District of Columbia,
          or a
          corporation or Person permitted by the Securities and Exchange Commission
          to act
          as an institutional trustee under the Trust Indenture Act, authorized under
          such
          laws to exercise corporate trust powers, having a combined capital and
          surplus
          of at least fifty million U.S. dollars ($50,000,000), and subject to supervision
          or examination by Federal, State, Territorial or District of Columbia authority.
          If such corporation publishes reports of condition at least annually, pursuant
          to law or to the requirements of the supervising or examining authority
          referred
          to above, then, for the purposes of this Section 4.1(a)(ii),
          the
          combined capital and surplus of such corporation shall be deemed to be
          its
          combined capital and surplus as set forth in its most recent report of
          condition
          so published.

         

        (b)  If
          at any
          time the Guarantee Trustee shall cease to be eligible to so act under
Section 4.1(a),
          the
          Guarantee Trustee shall immediately resign in the manner and with the effect
          set
          out in Section 4.2(c).

         

        (c)  If
          the
          Guarantee Trustee has or shall acquire any “conflicting interest” within the
          meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee
          and Guarantor shall in all respects comply with the provisions of
          Section 310(b) of the Trust Indenture Act, subject to the penultimate
          paragraph thereof.

         

        Section
          4.2  Appointment,
          Removal and Resignation of Guarantee Trustee.
          (a)  Subject
          to Section 4.2(b), the Guarantee Trustee may be appointed or removed
          without cause at any time by the Guarantor provided, no Guarantee Event
          of
          Default has occurred and is continuing.

         

        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        

         

        (b)  The
          Guarantee Trustee shall not be removed in accordance with Section 4.2(a)
          until a
          Successor Guarantee Trustee has been appointed and has accepted such appointment
          by written instrument executed by such Successor Guarantee Trustee and
          delivered
          to the Guarantor.

         

        (c)  The
          Guarantee Trustee appointed hereunder shall hold office until a Successor
          Guarantee Trustee shall have been appointed or until its removal or resignation.
          The Guarantee Trustee may resign from office (without need for prior or
          subsequent accounting) by an instrument in writing executed by the Guarantee
          Trustee and delivered to the Guarantor, which resignation shall not take
          effect
          until a Successor Guarantee Trustee has been appointed and has accepted
          such
          appointment by an instrument in writing executed by such Successor Guarantee
          Trustee and delivered to the Guarantor and the resigning Guarantee
          Trustee.

         

        (d)  If
          no
          Successor Guarantee Trustee shall have been appointed and accepted appointment
          as provided in this Section 4.2
          within
          60 days after delivery of an instrument of removal or resignation, the
          Guarantee
          Trustee resigning or being removed may petition any court of competent
          jurisdiction for appointment of a Successor Guarantee Trustee. Such court
          may
          thereupon, after prescribing such notice, if any, as it may deem proper,
          appoint
          a Successor Guarantee Trustee.

         

        (e)  No
          Guarantee Trustee shall be liable for the acts or omissions to act of any
          Successor Guarantee Trustee.

         

        (f)  Upon
          termination of this Guarantee Agreement or removal or resignation of the
          Guarantee Trustee pursuant to this Section 4.2,
          the
          Guarantor shall pay to the Guarantee Trustee all amounts owing to the Guarantee
          Trustee under Sections 8.2
          and
8.3
          accrued
          to the date of such termination, removal or resignation.

         

        ARTICLE
          V


         

        GUARANTEE

         

        Section
          5.1  Guarantee.
          The
          Guarantor irrevocably and unconditionally agrees to pay in full to the
          Holders
          the Guarantee Payments (without duplication of amounts theretofore paid
          by the
          Trust), as and when due, regardless of any defense, right of set-off or
          counterclaim that the Trust may have or assert. The Guarantor’s obligation to
          make a Guarantee Payment may be satisfied by direct payment of the required
          amounts by the Guarantor to the Holders or by causing the Trust to pay
          such
          amounts to the Holders.

         

        Section
          5.2  Waiver
          of Notice and Demand.
          The
          Guarantor hereby waives notice of acceptance of this Guarantee Agreement
          and of
          any liability to which it applies or may apply, presentment, demand for
          payment,
          any right to require a proceeding first against the Guarantee Trustee,
          the Trust
          or any other Person before proceeding against the Guarantor, protest, notice
          of
          nonpayment, notice of dishonor, notice of redemption and all other notices
          and
          demands.

         

        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

        

         

        Section
          5.3  Obligations
          Not Affected.
          The
          obligations, covenants, agreements and duties of the Guarantor under this
          Guarantee Agreement shall in no way be affected or impaired by reason of
          the
          happening from time to time of any of the following:

         

        (a)  the
          release or waiver, by operation of law or otherwise, of the performance
          or
          observance by the Trust of any express or implied agreement, covenant,
          term or
          condition relating to the Preferred Securities to be performed or observed
          by
          the Trust;

         

        (b)  the
          extension of time for the payment by the Trust of all or any portion of
          the
          Distributions, Redemption Price, Liquidation Distribution or any other
          sums
          payable under the terms of the Preferred Securities or the extension of
          time for
          the performance of any other obligation under, arising out of, or in connection
          with, the Preferred Securities (other than an extension of time for payment
          of
          Distributions, Redemption Price, Liquidation Distribution or other sum
          payable
          that results from the extension of any interest payment period on the Debentures
          permitted by the Indenture);

         

        (c)  any
          failure, omission, delay or lack of diligence on the part of the Holders
          to
          enforce, assert or exercise any right, privilege, power or remedy conferred
          on
          the Holders pursuant to the terms of the Preferred Securities, or any action
          on
          the part of the Trust granting indulgence or extension of any kind;

         

        (d)  the
          voluntary or involuntary liquidation, dissolution, sale of any collateral,
          receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
          reorganization, arrangement, composition or readjustment of debt of, or
          other
          similar proceedings affecting, the Trust or any of the assets of the
          Trust;

         

        (e)  any
          invalidity of, or defect or deficiency in, the Preferred
          Securities;

         

        (f)  the
          settlement or compromise of any obligation guaranteed hereby or hereby
          incurred;
          or

         

        (g)  any
          other
          circumstance whatsoever that might otherwise constitute a legal or equitable
          discharge or defense of a guarantor, it being the intent of this Section 5.3
          that the
          obligations of the Guarantor hereunder shall be absolute and unconditional
          under
          any and all circumstances.

         

        There
          shall be no obligation of the Holders to give notice to, or obtain consent
          of,
          the Guarantor with respect to the happening of any of the
          foregoing.

         

        Section
          5.4  Rights
          of Holders.  (a)  The
          Holders of a Majority in Liquidation Amount of the Preferred Securities
          have the
          right to direct the time, method and place of conducting of any proceeding
          for
          any remedy available to the Guarantee Trustee in respect of this Guarantee
          Agreement or exercising any trust or power conferred upon the Guarantee
          Trustee
          under this Guarantee Agreement; provided,
          however,
          that
          (subject to Section 3.1)
          the
          Guarantee Trustee shall have the right to decline to follow any such direction
          if the Guarantee Trustee shall determine that the actions so directed would
          be
          unjustly prejudicial to the Holders not taking part in such direction or
          if the
          Guarantee Trustee being advised by counsel determines that the action or
          proceedings directed may not lawfully be taken or if the Guarantor Trustee
          in
          good faith by its board of directors or trustees, executive committees
          or a
          trust committee of directors or trustees and/or Responsible Officers shall
          determine that the action or proceedings so directed would be illegal or
          expose
          the Guarantee Trustee to personal liability.

         

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

         

        (b)  Any
          Holder of Preferred Securities may institute a legal proceeding directly
          against
          the Guarantor to enforce its rights under this Guarantee Agreement, without
          first instituting a legal proceeding against the Trust, the Guarantee Trustee
          or
          any other Person. The Guarantor waives any right or remedy to require that
          any
          such action be brought first against the Trust or any other Person before
          so
          proceeding directly against the Guarantor.

         

        (c)  The
          Guarantor expressly acknowledges that (i) this Guarantee Agreement will be
          deposited with the Guarantee Trustee to be held for the benefit of the
          Holders
          and (ii) the Guarantee Trustee has the right to enforce this Guarantee
          Agreement on behalf of the Holders.

         

        Section
          5.5  Guarantee
          of Payment.
          This
          Guarantee Agreement creates a guarantee of payment and not of collection.
          This
          Guarantee Agreement will not be discharged except by payment of the Guarantee
          Payments in full (without duplication of amounts theretofore paid by the
          Trust)
          or upon distribution of Debentures to Holders as provided in the Trust
          Agreement.

         

        Section
          5.6  Subrogation.
          The
          Guarantor shall be subrogated to all (if any) rights of the Holders of
          Preferred
          Securities against the Trust in respect of any amounts paid to such Holders
          by
          the Guarantor under this Guarantee Agreement; provided,
          however,
          that
          the Guarantor shall not (except to the extent required by mandatory provisions
          of law) be entitled to enforce or exercise any right that it may acquire
          by way
          of subrogation or any indemnity, reimbursement or other agreement, in all
          cases
          as a result of payment under this Guarantee Agreement, if, at the time
          of any
          such payment, any amounts are due and unpaid under this Guarantee Agreement.
          If
          any amount shall be paid to the Guarantor in violation of the preceding
          sentence, the Guarantor agrees to hold such amount in trust for the Holders
          and
          to pay over such amount to the Holders.

         

        Section
          5.7  Independent
          Obligations.
          The
          Guarantor acknowledges that its obligations hereunder are independent of
          the
          obligations of the Trust with respect to the Preferred Securities and that
          the
          Guarantor shall be liable as principal and as debtor hereunder to make
          Guarantee
          Payments pursuant to the terms of this Guarantee Agreement notwithstanding
          the
          occurrence of any event referred to in subsections (a) through (g),
          inclusive, of Section 5.3
          hereof.

         

        Section
          5.8  Consolidation,
          Merger, Sale of Assets and Other Transactions.
          The
          Guarantor shall not consolidate with or merge into any other Person or
          convey,
          transfer or lease its properties and assets substantially as an entirety
          to any
          Person, and no Person shall consolidate with or merge into the Guarantor
          or
          convey, transfer or lease its properties and assets substantially as an
          entirety
          to the Guarantor, unless (i) either the Guarantor shall be the continuing
          corporation, or the successor shall be a Person organized under the laws
          of the
          United States or any state or the District of Columbia, and such successor
          Person expressly assumes the Guarantor’s obligations under this Guarantee
          Agreement by written instrument in form satisfactory to the Guarantee Trustee,
          (ii) immediately after giving effect thereto, no Guarantee Event of Default
          under this Guarantee Agreement, and no event which, after notice or lapse
          of
          time or both, would become a Guarantee Event of Default under this Guarantee
          Agreement, shall have occurred and be continuing, and (iii) such
          consolidation, merger, conveyance, transfer or lease shall be permitted
          under
          the Trust Agreement and the Indenture and does not give rise to any breach
          or
          violation of the Trust Agreement or Indenture.

         

        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

         

        The
          Guarantor shall deliver under this Section 5.8 to the Guarantee Trustee
          prior to
          the consummation of the proposed transaction an Officer’s Certificate and an
          Opinion of Counsel (which may rely on such Officer’s Certificate as to the
          absence of defaults and Events of Default) stating that the proposed transaction
          will comply with this Guarantee Agreement and that all conditions precedent
          set
          forth in this Guarantee Agreement relating to such transaction have been
          satisfied.

         

        ARTICLE
          VI


         

        COVENANTS
          AND SUBORDINATION

         

        Section
          6.1  Subordination. The
          obligations of the Guarantor under this Guarantee Agreement will constitute
          unsecured obligations of the Guarantor and will rank subordinate and junior
          in
          right of payment and upon liquidation to all Senior Debt of the Guarantor
          to the
          extent and in the manner set forth in the Indenture with respect to the
          Debentures (as defined therein), and the provisions of Article XIV of the
          Indenture will apply, mutatis mutandis, to the obligations of the Guarantor
          hereunder. The obligations of the Guarantor hereunder do not constitute
          Senior
          Debt of the Guarantor. 

         

        Section
          6.2  Pari
          Passu Guarantees. The
          obligations of the Guarantor under this Guarantee Agreement shall rank
          pari
          passu with the obligations of the Guarantor under (i) any similar guarantee
          agreements issued by the Guarantor on behalf of the holders of preferred
          or
          capital securities issued by any statutory trust the assets of which consist
          of
          debt securities that are pari passu to the Debentures and the proceeds
          thereof,
          (ii) the Indenture and the Debt Securities (as defined therein) issued
          thereunder, and (iii) any other security, guarantee or other agreement
          or
          obligation that is expressly stated to rank pari passu with the obligations
          of
          the Guarantor under this Guarantee Agreement or with any obligation that
          ranks
          pari passu with the obligations of the Guarantor under this Guarantee
          Agreement.

         

        ARTICLE
          VII


         

        TERMINATION

         

        Section
          7.1  Termination.
          This
          Guarantee Agreement shall terminate, subject to Sections 8.2
          and
8.3,
          (i) upon full payment of the Redemption Price of all Preferred Securities,
          (ii) upon the distribution of the Debentures to the Holders of all of the
          Preferred Securities or (iii) upon full payment of the amounts payable in
          accordance with the Trust Agreement upon liquidation of the Trust.
          Notwithstanding the foregoing, this Guarantee Agreement will continue to
          be
          effective or will be reinstated, as the case may be, if at any time any
          Holder
          of Preferred Securities must restore payment of any sums paid under the
          Preferred Securities or under this Guarantee Agreement.

         

        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          VIII


         

        MISCELLANEOUS

         

        Section
          8.1  Successors
          and Assigns.
          All
          guarantees and agreements contained in this Guarantee Agreement shall bind
          the
          successors, assigns, receivers, trustees and representatives of the Guarantor
          and shall inure to the benefit of the Holders of the Preferred Securities
          then
          outstanding. Except in connection with any merger or consolidation of the
          Guarantor with or into another entity or any sale or conveyance of the
          Guarantor’s assets to another entity or of another entity’s assets to the
          Guarantor, in each case, to the extent permitted under Section 5.8
          of this
          Guarantee Agreement, the Guarantor may not assign its rights or delegate
          its
          obligations under this Guarantee Agreement without the prior approval of
          the
          Holders of at least a Majority in Liquidation Amount of the Preferred
          Securities.

         

        Section
          8.2  Amendments.
          Except
          with respect to any changes that do not adversely affect the rights of
          Holders
          of Preferred Securities in any material respect (in which case no consent
          of
          Holders will be required), this Guarantee Agreement may only be amended
          with the
          prior approval of the Holders of a least a Majority in Liquidation Amount
          of the
          Preferred Securities.

         

        The
          provisions of the Trust Agreement with respect to amendments thereof apply
          to
          the giving of such approval.

         

        Section
          8.3  Notices.
          All
          notices provided for in this Guarantee Agreement shall be in writing, duly
          signed by the party giving such notice, and shall be delivered, telecopied
          or
          mailed by first-class mail, as follows:

         

        (a)  If
          given
          to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth
          below (or such other address as the Guarantee Trustee may give notice of
          to the
          Holders of the Preferred Securities):

         

        The
          Bank
          of New York

        101
          Barclay Street

        New
          York,
          NY 10286

        Attention:
          Corporate Finance Group

         

        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

        

         

        (b)  If
          given
          to the Guarantor, at the Guarantor’s mailing address set forth below (or such
          other address as the Guarantor may give notice of to the Holders of the
          Preferred Securities and to the Guarantee Trustee):

         

        The
          Bear
          Stearns Companies Inc.

        2383
          Madison Ave

        New
          York,
          NY 10167

        Attention:
          Corporate Secretary

         

        (c)  If
          given
          to any Holder of Preferred Securities, at the address set forth on the
          books and
          records of the Trust.

         

        All
          such
          notices shall be deemed to have been given when received in person, telecopied
          with receipt confirmed, or mailed by first class mail, postage prepaid
          except
          that if a notice or other document is refused delivery or cannot be delivered
          because of a changed address of which no notice was given, such notice
          or other
          document shall be deemed to have been delivered on the date of such refusal
          or
          inability to deliver.

         

        Section
          8.4  Benefit.
          This
          Guarantee Agreement is solely for the benefit of the Holders of the Preferred
          Securities and, subject to Section 3.1(a),
          is not
          separately transferable from the Preferred Securities.

         

        Section
          8.5  Governing
          Law.
          THIS
          GUARANTEE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE GUARANTOR
          AND
          THE GUARANTEE TRUSTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
          AND
          GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
          CONFLICT
          OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
          LAW).

         

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

        


        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

        

         

        This
          Guarantee Agreement is executed as of the day and year first above
          written.

        
          	 	 	 
	 	
                  THE
                    BEAR STEARNS COMPANIES INC.,

                  
                    as
                      Guarantor

                  

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  
Name:
                  
                  Title:

                
	 	
                


        

        
          	 	 	 
	 	
                  THE
                    BANK OF NEW YORK

                  
                    as
                      Guarantee Trustee

                  

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  
Name:
                  
                  Title: