Exhibit
4(b)(3)


 


Form
of Subordinated Medium-Term Note, Series C (Fixed Rate)


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. FX –

  	
  CUSIP #

  



 


THE BEAR STEARNS COMPANIES INC.


 


SUBORDINATED MEDIUM-TERM NOTE, SERIES C

(FIXED RATE)


 


	
  Interest Rate:

  	
   

  
	
   

  	
   

  
	
  Interest Payment Date(s):

  	
   

  
	
   

  	
   

  
	
  Original Issue Date:

  	
  Redeemable On and After:

  
	
   

  	
   

  
	
  Maturity Date:

  	
  Optional Repayment Date(s):

  
	
   

  	
   

  
	
  Minimum Denominations:

  	
   

  



 

















 


THE BEAR STEARNS COMPANIES INC., a Delaware
corporation (the “Company”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal amount stated above on the
Maturity Date shown above (the “Maturity Date”) and to pay interest thereon at
the rate per annum equal to the Interest Rate shown above until the principal
hereof is fully paid or duly made available for payment. The Company will pay
interest (computed on the basis of a 360-day year of twelve 30-day months) in
arrears on                   
of each year (each an “Interest Payment Date”) commencing with the Interest
Payment Date next following the Original Issue Date specified above (the
“Original Issue Date”) provided that, if the Original Issue Date is later than
the Regular Record Date (as defined below) and prior to the next succeeding
Interest Payment Date, interest shall be so payable commencing with the second
Interest Payment Date following the Original Issue Date, and on the Maturity
Date, the Redemption Date, if any, or the Optional Repayment Date, if any, on
said principal amount at the Interest Rate per annum specified above. Interest
on this Note will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for or, if no interest has been paid,
from the Original Issue Date shown above until the principal hereof has been
paid or made available for payment. The interest so payable, and punctually paid
or duly provided for, on the Interest Payment Date referred to above, will, as
provided in the Subordinated Indenture referred to below, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the date, whether or not a Business Day (as defined below), 15
calendar days immediately preceding such Interest Payment Date, unless
otherwise specified on the face hereof; provided, however, that
interest payable on the Maturity Date, Redemption Date or Optional Repayment
Date will be payable to the Person to whom the principal hereof shall be
payable; and provided, further, however, that if an Interest Payment Date,
Maturity Date, Redemption Date or Optional Repayment Date would fall on a day
that is not a Business Day, the related payment of principal, premium, if any,
or interest shall be made on the following day that is a Business Day and,
unless otherwise specified on the face hereof, no interest shall accrue for the
period from and after that Interest Payment Date, Maturity Date, Redemption
Date or Optional Repayment Date, as the case may be, to the next Business Day.
“Business Day” means any day that is not a Saturday or Sunday, and that is not
a day on which banking institutions in New York City generally are authorized
or required by law or executive order to close. Any such interest which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than ten days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed and upon such notice as
may be required by such exchange, all as more fully provided in the
Subordinated Indenture.


 


Payment
of the principal of and interest on this Note shall be made at the office or
agency of the Trustee maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debt; provided, however, that payment of interest on any Interest
Payment Date (other than the Maturity Date or Redemption Date or Optional
Repayment Date, if any) may be made at the option of the Company by check
mailed to the address


 


2

















 


of the Person entitled thereto as such address
shall appear in the Security Register, or by wire transfer of immediately
available funds, if the registered holder of at least $10,000,000 in principal
amount (or such other principal amount specified on the face hereof) of Notes
entitled to such interest has so requested by a notice in writing delivered to
the Trustee not less than 16 days prior to the Interest Payment Date on which
such payment is due, which notice shall provide appropriate instructions for
such transfer.


 


The
principal hereof and interest due at maturity will be paid upon maturity in
immediately available funds against presentation of this Note at the office or
agency of the Trustee maintained for that purpose in the Borough of Manhattan,
The City of New York.


 


REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH ON THE FACE HEREOF INCLUDING, WITHOUT LIMITATION, THE PROVISIONS
RELATED TO THE SUBORDINATION OF THIS NOTE TO THE ISSUERS SENIOR INDEBTEDNESS,
AS DEFINED ON THE REVERSE HEREOF.


 


This
Note shall be governed by and construed in accordance with the laws of the
State of New York.


 


This
Note is one of the series of Subordinated Medium-Term Notes, Series C, of the
Company.


 


Unless the certificate of authentication hereon has
been executed by JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan
Bank), the Trustee under the Subordinated Indenture, or its successor
thereunder by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Subordinated Indenture or
be valid or obligatory for any purpose.


 


3

















 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BEAR STEARNS COMPANIES
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  
	
   

  	
   

  
	
  [Corporate Seal]

  	
   

  
					



 


CERTIFICATE OF AUTHENTICATION


 


This
is one of the Securities of the series designated therein referred to in the
within-mentioned Subordinated Indenture.


 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 


4

















 


[Reverse of Note]


 


THE BEAR STEARNS COMPANIES
INC.


 


SUBORDINATED MEDIUM-TERM NOTE,
SERIES C

(FIXED RATE)


 


This Note is one of a duly authorized issue of
debentures, notes or other evidences of indebtedness (hereinafter called the
“Securities”) of the Company of the series hereinafter specified, all such
Securities issued and to be issued under the Subordinated Indenture dated as of
[         ], as amended (herein called
the “ Subordinated Indenture”) between the Company and JPMorgan Chase Bank,
N.A. (formerly, The Chase Manhattan Bank), as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Subordinated
Indenture), to which  Subordinated
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and limitations of rights thereunder of
the Company, the Trustee and the Holders of the Securities, and the terms upon
which the Securities are, and are to be, authenticated and delivered. As
provided in the Subordinated Indenture, Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be
subject to different repayment provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Subordinated
Indenture provided or permitted. This Note is one of a series of the Securities
designated as Subordinated Medium-Term Notes, Series C (the “Notes”). The Notes
of this series may be issued at various times with different maturity dates, redemption
dates and different principal repayment provisions, may bear interest at
different rates and may otherwise vary, all as provided in the Subordinated
Indenture.


 


This Note and all other obligations of the Company
under the Subordinated Indenture will constitute part of the subordinated debt
of the Company, and will be subordinate and junior in right of payment, to the
extent and in the manner set forth in the Subordinated Indenture, to all Senior
Indebtedness of the Company. The Subordinated Indenture defines Senior
Indebtedness as “Indebtedness for Money Borrowed,” whether outstanding on the
date of the Subordinated Indenture or thereafter created, assumed or incurred,
except “Indebtedness Ranking on a Parity with the Securities” or “Indebtedness
Ranking Junior to the Securities” and any deferrals, renewals or extensions of
the Senior Indebtedness. Each Holder of this Note, by accepting the same (a)
agrees to and shall be bound by such subordination provisions, (b) authorizes
and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any such purposes.


 


If
so specified on the face of this Note, this Note may be redeemed by the Company
on and after the date so indicated on the face hereof. If no such date is set
forth on the face hereof, this Note may not be redeemed prior to maturity. On
and after such date, if any, from which this Note may be redeemed, unless
otherwise specified on the face hereof, this Note may be redeemed in whole or
in part in increments of $1,000 (provided, unless a different minimum
denomination is


 


5

















 


set forth on the face hereof, that any remaining
principal amount of this Note shall be at least $25,000) at the option of the
Company, at a redemption price equal to 100% of the principal amount to be
redeemed, together with interest thereon payable to the Redemption Date, on
notice given, unless otherwise specified on the face hereof, not more than 60
nor less than 30 days prior to the Redemption Date. If less than all the
Outstanding Notes having such terms as specified by the Company are to be
redeemed, the particular Notes to be redeemed shall be selected by the Trustee
not more than 60 days prior to the Redemption Date from the Outstanding Notes
having such terms as specified by the Company not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate. The
notice of such redemption shall specify which Notes are to be redeemed. In the
event of redemption of this Note, in part only, a new Note or Notes in
authorized denominations for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the surrender hereof.


 


If
so specified on the face of this Note, this Note will be subject to repayment
at the option of the Holder hereof on the Optional Repayment Date(s). Except as
set forth in the next paragraph, if no Optional Repayment Date is set forth on
the face hereof, this Note may not be repaid at the option of the Holder prior
to maturity. Unless otherwise specified on the face hereof, on and after the
Optional Repayment Date, if any, from which this Note may be repaid at the
option of the Holder, this Note shall be repayable in whole or in part in
increments of $1,000 (provided, unless a different minimum denomination is set
forth on the face hereof, that any remaining principal amount of this Note
shall be at least $25,000) at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the Optional
Repayment Date. For this Note to be repaid in whole or in part at the option of
the Holder hereof, the Trustee must receive not less than 30 nor more than 60
days prior to the Optional Repayment Date (i) this Note with the form entitled “Option
to Elect Repayment,” which appears below, duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or trust company in the United States of America setting
forth the name of the Holder of this Note, the principal amount of this Note,
the certificate number of this Note or a description of this Note’s tenor or
terms, the principal amount of this Note to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note with the form entitled “Option to Elect Repayment,” which appears below,
duly completed, will be received by the Trustee no later than five Business
Days after the date of such telegram, telex, facsimile transmission or letter
and this Note and such form duly completed are received by the Trustee by such
fifth Business Day. Exercise of the repayment option shall be irrevocable.


 


If
an Event of Default with respect to the Notes shall occur and be continuing,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Notes may declare the principal of all the Notes due and payable in
the manner and with the effect provided in the Subordinated Indenture.


 


If a Default with respect
to the Notes shall occur and be continuing, the Trustee may, subject to certain
limitations and conditions, seek to enforce its rights and the rights of the
holders of the Notes for the performance of any covenant or agreement in the
Subordinated Indenture and may demand that the Company pay to it the whole
amount then due and payable on such Notes.


 


6

















 


The
Subordinated Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Subordinated Indenture at any time by the Company and the
Trustee with the consent of the Holders of 66-2/3% in aggregate principal
amount of the Securities at the time Outstanding of each series affected
thereby. The Subordinated Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of each series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.


 


Holders
of Securities may not enforce their rights pursuant to the Subordinated Indenture
or the Securities except as provided in the Subordinated Indenture. No
reference herein to the Subordinated Indenture and no provision of this Note or
the Subordinated Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the time, place, and rate, and in the coin or currency, herein
prescribed.


 


As
provided in the Subordinated Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof or by his attorney duly authorized in writing and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


 


Unless
otherwise specified on the face hereof, the Notes are issuable only in
registered form without coupons in denominations of $25,000 or any amount in
excess thereof which is an integral multiple of $1,000. As provided in the Subordinated
Indenture and subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of different
authorized denomination as requested by the Holder surrendering the same.


 


No
service charge will be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior
to the due presentment of this Note for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


 


The
interest rate payable with respect to this Note shall in no event be higher
than the maximum rate, if any, permitted by applicable law.


 


7

















 


All
capitalized terms used in this Note and not otherwise defined herein shall have
the meanings assigned to them in the Subordinated Indenture.


 


8

















 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN
  COM

  	
  -

  	
  as
  tenants in common

  
	
   

  	
   

  	
   

  
	
  TEN
  ENT

  	
  -

  	
  as
  tenants by the entireties

  
	
   

  	
   

  	
   

  
	
  JT
  TEN

  	
  -

  	
  as
  joint tenants with right of survivorship and not as tenants in common

  
	
   

  	
   

  	
   

  
	
  UNIF
  GIFT MIN ACT -

  	
   

  	
   

  	
  Custodian

  	
   

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
  Under Uniform Gifts to Minors
  Act

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  



 


Additional abbreviations may also be used though
not in the above list.


 


OPTION
TO ELECT REPAYMENT


 


The
undersigned hereby irrevocably request(s) and instruct(s) the Company to repay
this Note (or portion thereof specified below) pursuant to its terms on                         , 20      
(the “Optional Repayment Date”) at a price equal to the principal amount
thereof, together with interest to the Optional Repayment Date, to the
undersigned at


 


	
   

  
	
   

  
	
   

  



(Please print or typewrite name and address of
the undersigned.)


 


For
this Note to be repaid the Trustee must receive at 4 New York Plaza, New York,
New York 10004, Attention: Debt Operations — 13th Floor, or at such other place
or places of which the Company shall from time to time notify the Holder of
this Note, not more than 60 days nor less than 30 days prior to the Optional
Repayment Date, this Note with this “Option to Elect Repayment” form duly
completed.


 


9

















 


If
less than the entire principal amount of this Note is to be repaid, specify the
portion thereof (which shall be increments of $1,000) which the Holder elects
to have repaid: $                                  ; and specify the denomination or
denominations (which, unless a different minimum denomination is set forth on
the face hereof, shall be $25,000 or an integral multiple of $1,000 in excess
of $25,000) of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification, one such Note
will be issued for the portion not being repaid):  $                          .


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Note: The signature to this
  Option to Elect

  Repayment must correspond with the same

  as written upon the face of this Note in

  every particular without alteration or

  enlargement.

  



 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned 

hereby sell(s), assign(s) and transfer(s) unto


 


 


	
   

  
	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

  
	
   

  
	
   

  
	
  the
  within Note and all rights thereunder, hereby irrevocably constituting and
  appointing

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  Attorney
  to transfer said Note on the books of the Company, with full power of
  substitution in the premises.

  



 


	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  (Signature Guarantee)

  	
   

  
					



 


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