Unassociated Document


    Exhibit
      4(d)

     

    AMENDED
      AND RESTATED TRUST AGREEMENT

    


    This
      AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 31, 2006
      (this "Agreement"), among (i) The Bear Stearns Companies Inc., a Delaware
      corporation, as depositor (the "Depositor"), (ii) The Bank of New York, a New
      York banking corporation, as the Property Trustee (the "Property Trustee"),
      and
      (iii) The Bank of New York (Delaware), a Delaware banking corporation, as the
      Delaware Trustee (the "Delaware Trustee") (the Property Trustee and the Delaware
      Trustee being jointly referred to herein as the "Trustees"). The Depositor
      and
      the Trustees hereby agree to amend and restate in its entirety the Trust
      Agreement of Bear Stearns Capital Trust IV (the "Trust"), dated as of November
      4, 1998, as follows:

    


    1. The
      Trust
      shall continue to be known as "Bear Stearns Capital Trust IV" in which name
      the
      Trustees or the Depositor to the extent provided herein, may engage in the
      transactions contemplated hereby, make and execute contracts, and sue and be
      sued on behalf of the Trust.

    


    2.
      The
      Depositor previously assigned, transferred, conveyed and set over to the Trust
      the sum of $10.00. Such amount constitutes the initial trust estate. It is
      the
      intention of the parties hereto that the Trust continued hereby constitute
      a
      statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12
      Del.
      C.§ 3801,
      et seq.
      (the
      "Trust Act"), and that this document constitute the governing instrument of
      the
      Trust. The Trustees, or either one of them, are hereby authorized and directed
      to execute and file a restated certificate of trust with the Delaware Secretary
      of State in accordance with the provisions of the Trust Act. 

    


    3.
      The
      Depositors, the Trustees and others will enter into a
      further
      amended and restated Trust Agreement, satisfactory to each such party and
      substantially in the form included as an exhibit to the 1933 Act Registration
      Statement (as defined below), to provide for the contemplated operation of
      the
      Trust created hereby and the issuance of the preferred securities (the
      "Preferred Securities") and common securities referred to therein (collectively,
      the "Trust Securities"). Prior to the execution and delivery of such restated
      Trust Agreement, the Trustees shall not have any duty or obligation hereunder
      or
      with respect to the trust estate, except as otherwise required by applicable
      law
      or as may be necessary to obtain prior to such execution and delivery any
      licenses, consents or approvals required by applicable law or
      otherwise.

    


    4.The
      Depositor, as agent of the Trust, is hereby authorized (i) to file with the
      Securities and Exchange Commission (the "Commission") and execute, in each
      case
      on behalf of the Trust, (a) the Registration Statement on Form S-3
      (the
      "1933 Act Registration Statement"), including any pre-effective or
      post-effective amendments to the 1933 Act Registration Statement, relating
      to
      the registration under the Securities Act of 1933, as amended, of the preferred
      securities of the Trust, and (b) a Registration Statement on Form 8-A (the
      "1934
      Act Registration Statement") (including all pre-effective and post-effective
      amendments thereto) relating to the registration of the preferred securities
      of
      the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file
      with the New York Stock Exchange, Inc. or any other national stock exchange
      or
      The Nasdaq National Market (each, an "Exchange") and execute on behalf of the
      Trust one or more listing applications and all other applications, statements,
      certificates, agreements and other instruments as shall be necessary or
      desirable to cause the Preferred Securities to be listed on any of the
      Exchanges; (iii)
      to
      file
      and execute on behalf of the Trust such applications, reports, surety bonds,
      irrevocable consents, appointments of attorney for service of process and other
      papers and documents as shall be necessary or desirable to register the
      preferred securities under the securities or blue sky laws of such jurisdictions
      as the Depositor, on behalf of the Trust, may deem necessary or desirable;
      (iv)
      to execute and deliver letters or documents to, or instruments for filing with,
      a depository relating to the preferred securities of the Trust; and (v) to
      negotiate and execute on behalf of the Trust one or more underwriting
      agreements, in customary form, relating to the Preferred Securities.


    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    It
      is
      hereby acknowledged and agreed that in connection with any document referred
      to
      in clauses (i), (ii) and (iii) above, the Trustees, in their capacities as
      trustees of the Trust, shall not be required to join in any such filing or
      execute on behalf of the Trust any such document unless required by the rules
      and regulations of the Commission, the Exchanges or state securities or blue
      sky
      laws, and in such case only to the extent so required. 

     

    5.
      This
      Trust Agreement may be executed in one or more counterparts.

     

    6.
      The
      number of Trustees initially shall be two (2),
      and
      thereafter the number of Trustees shall be such number as shall be fixed from
      time to time by a written instrument signed by the Depositor which may increase
      or decrease the number of Trustees; provided, however, that to the extent
      required by the Trust Act, one Trustee shall either be a natural person who
      is a
      resident of the State of Delaware or, if not a natural person, an entity which
      has its principal place of business in the State of Delaware and otherwise
      meets
      the requirements of applicable Delaware law. Subject to the foregoing, the
      Depositor is entitled to appoint or remove without cause any Trustee at any
      time. The Trustees may resign upon thirty (30)
      days'
      prior notice to the Depositor, but such resignation shall not be effective
      until
      the Depositor has appointed a successor trustee and such successor trustee
      shall
      become a Trustee hereunder.

    


    7. 
      (a)
      The
      Trustees and their officers, directors, agents and servants (collectively,
      the
      "Fiduciary Indemnified Persons") shall not be liable, responsible or accountable
      in damages or otherwise to the Trust, the Depositor, the Trustees or any holder
      of the Trust Securities for any loss, damage or claim incurred by reason of
      any
      act or omission performed or omitted by the Fiduciary Indemnified Persons in
      good faith on behalf of the Trust and in a manner the Fiduciary Indemnified
      Persons reasonably believed to be within the scope of authority conferred on
      the
      Fiduciary Indemnified Persons by this Trust Agreement or by law, except that
      the
      Fiduciary Indemnified Persons shall be liable for any such loss, damage or
      claim
      incurred by reason of the Fiduciary Indemnified Person's negligence, bad faith
      or willful misconduct with respect to such acts or omissions. 

    


    (b)
      The
      Fiduciary Indemnified Persons shall be fully protected in relying in good faith
      upon the records of the Trust and upon such information, opinions, reports
      or
      statements presented to the Trust by any person as to matters the Fiduciary
      Indemnified Persons reasonably believe are within such other person's
      professional or expert competence and who has been selected with reasonable
      care
      by or on behalf of the Trust, including information, opinions, reports or
      statements as to the value and amount of the assets, liabilities, profits,
      losses, or any other facts pertinent to the existence and amount of assets
      from
      which distributions to holders of Trust Securities might properly be
      paid.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
      The
      Depositor agrees, to the fullest extent permitted by applicable law, (i) to
      indemnify and hold harmless each Fiduciary Indemnified Person, or any of its
      officers, directors, shareholders, employees, representatives or agents, from
      and against any loss, damage, liability, tax, penalty, expense or claim of
      any
      kind or nature whatsoever incurred by the Fiduciary Indemnified Persons by
      reason of the creation, operation or termination of the Trust, except that
      no
      Fiduciary Indemnified Persons shall be entitled to be indemnified in respect
      of
      any loss, damage or claim incurred by the Fiduciary Indemnified Persons by
      reason of negligence, bad faith or willful misconduct with respect to such
      acts
      or omissions, and (ii) to advance expenses (including reasonable legal fees)
      incurred by a Fiduciary Indemnified Person in defending any claim, demand,
      action, suit or proceeding, from time to time, prior to the final disposition
      of
      such claim, demand, action, suit or proceeding, upon receipt by the Trust of
      an
      undertaking by or on behalf of such Fiduciary Indemnified Persons to repay
      such
      amount if it shall be determined that such Fiduciary Indemnified Person is
      not
      entitled to be indemnified as authorized in the preceding subsection. Promptly
      after receipt by a Fiduciary Indemnified Person of notice of the commencement
      of
      any action, such Fiduciary Indemnified Person will, if a claim in respect
      thereof is to be made against the Depositor under this clause (c), notify the
      Depositor in writing of the commencement thereof, provided that failure to
      give
      such prompt notice shall not impair the obligations of the Depositor hereunder
      except to the extent that such failure to provide notice materially prejudices
      the Depositor. The Depositor shall be entitled to appoint counsel of the
      Depositor's choice at the Depositor's expense to represent the Fiduciary
      Indemnified Persons in any action for which indemnification is sought; provided,
      however, that such counsel shall be satisfactory to the Fiduciary Indemnified
      Persons. The Depositor will not, without the prior written consent of the
      Fiduciary Indemnified Persons, settle or compromise or consent to the entry
      of
      any judgment with respect to any pending or threatened claim, action, suit
      or
      proceeding in respect of which indemnification may be sought unless such
      settlement, compromise or consent includes an unconditional release of each
      Fiduciary Indemnified Person from all liability arising out of such claim,
      action, suit or proceeding.

    


    8.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware (without regard to conflict of laws
      principles).

    


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      PAGE FOLLOWS]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF,
      the parties hereto have caused this Trust Agreement to be duly executed as
      of
      the day and year first above written.

     

    
      	 	 	 
	 	THE
BEAR
              STEARNS
              COMPANIES
INC., as
              Depositor
	 
 	 
 	 
 
	 	By:  	/s/ 
SAMUEL
               L.
              MOLINARO JR.
	 	
              
Samuel
 L.
              Molinaro Jr.
	 	
              Executive
                Vice
                President and 

              Chief
                Financial Officer

            


    

     

     

    
      	 	 	 
	 	
              THE
                BANK OF NEW YORK,
                as
                Property

              Trustee

            
	 
 	 
 	 
 
	 	By:  	/s/ VAN
              K.
              BROWN
	 	
              
Van
              K. Brown
	 	Vice
              President


    

    


    
      	 	 	 
	 	
              THE
                BANK
                OF
                NEW YORK

              (DELAWARE),
                as Delaware Trustee

            
	 
 	 
 	 
 
	 	By:  	/s/
              KRISTINE K. GULLO
	 	
              
Kristine
              K. Gullo
	 	
              Vice
                President