Unassociated Document


    Exhibit
      4(e)

    


    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 V (the "Trust"), dated as of November 4, 1998,
      as
      follows:

    


    1.The
      Trust
      shall continue to be known as "Bear Stearns Capital Trust V" 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).

    


    [SIGNATURE
      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