BY-LAWS

 

                                       OF

 

                         THE BEAR STEARNS COMPANIES INC.

 

                            (A Delaware Corporation)

 

     (Amended and Restated as of January 8, 2002 and Amended March 16, 2008)

 

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

 

 

                                    ARTICLE 1

 

                                   DEFINITIONS

                                   -----------

 

            As used in these By-laws, unless the context otherwise requires, the

term:

 

            1.1 "Assistant Secretary" means an Assistant Secretary of the

Corporation.

 

            1.2 "Assistant Treasurer" means an Assistant Treasurer of the

Corporation.

 

            1.3 "Board" means the Board of Directors of the Corporation.

 

            1.4 "By-laws" means the initial by-laws of the Corporation, as

amended from time to time.

 

            1.5 "Certificate of Incorporation" means the initial certificate of

incorporation of the Corporation, as amended, supplemented or restated from time

to time.

 

<PAGE>

 

            1.6 "Chairman of the Board" means the Chairman of the Board of

Directors of the Corporation.

 

            1.7 "Chief Administrative Officer" means the Chief Administrative

Officer of the Corporation.

 

            1.8 "Chief Executive Officer" means the Chief Executive Officer of

the Corporation.

 

            1.9 "Chief Financial Officer" means the Chief Financial Officer of

the Corporation.

 

            1.10 "Chief Operating Officer" means the Chief Operating Officer of

the Corporation, or if there be more than one, each such Chief Operating

Officer.

 

            1.11 "Controller" means the Controller of the Corporation.

 

            1.12 "Corporation" means The Bear Stearns Companies Inc.

 

            1.13 "Directors" means directors of the Corporation.

 

            1.14 "Electronic Transmission" means any form of communication, not

directly involving the physical transmission of paper, that creates a record

that may be retained, retrieved, and reviewed by a recipient thereof, and that

may be directly reproduced in paper form by such a recipient through an

automated process.

 

            1.15 "General Corporation Law" means the General Corporation Law of

the State of Delaware, as amended from time to time.

 

            1.16 "Office of the Corporation" means the executive office of the

Corporation, anything in Section 131 of the General Corporation Law to the

contrary notwithstanding.

 

 

                                       2

<PAGE>

 

            1.17 "President" means the President of the Corporation, or if there

be more than one, each such President.

 

            1.18 "Secretary" means the Secretary of the Corporation.

 

            1.19 "Stockholders" means stockholders of the Corporation.

 

            1.20 "Treasurer" means the Treasurer of the Corporation.

 

            1.21 "Vice President" means a Vice President of the Corporation.

 

            1.22 "Whole Board" means the total number of directors of the

Corporation as last determined by the Board of Directors in accordance with the

Certificate of Incorporation, including any directorships that are vacant for

any reason.

 

                                    ARTICLE 2

 

                                  STOCKHOLDERS

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

 

            2.1 Place of Meetings. Every meeting of stockholders shall be held

at the office of the Corporation or at such other place within or without the

State of Delaware as shall be specified or fixed in the notice of such meeting

or in the waiver of notice thereof. The Board of Directors may in its sole

discretion, determine that a meeting of stockholders shall not be held at any

place, but may instead be held solely by means of remote communication.

 

            2.2 Annual Meeting. A meeting of stockholders for the election of

directors and the transaction of such other business as may be brought before

such meeting shall be held at such hour and on such business day in each year as

may be determined by resolution adopted by the affirmative vote of a majority of

the Whole Board.

 

 

                                       3

<PAGE>

 

            2.3 Deferred Meeting for Election of Directors. If the election of

directors shall not be held on the date designated therefor or at an adjournment

of a meeting convened on such date, the Board of Directors, by resolution or

resolutions adopted by the affirmative vote of a majority of the Whole Board,

shall cause to be held a special meeting of stockholders for such purpose as

soon thereafter as practicable.

 

            2.4 Other Special Meetings. A special meeting of stockholders (other

than a special meeting for the election of directors), unless otherwise

prescribed by statute, may be called at any other time only at the direction of

the Board by resolution adopted by the affirmative vote of a majority of the

Whole Board or such other person or persons as may be specified in the

Certificate of Incorporation. At any special meeting of stockholders only such

business may be transacted as is related to the purpose or purposes of such

meeting set forth in the notice thereof given pursuant to Section 2.6 of the

By-laws or in any waiver of notice thereof given pursuant to Section 2.7 of the

By-laws.

 

            2.5 Fixing Record Date. For the purpose of determining the

stockholders entitled to notice of or to vote at any meeting of stockholders or

any adjournment thereof, or for the purpose of determining stockholders entitled

to receive payment of any dividend or other distribution or allotment of any

rights, or entitled to exercise any rights in respect of any change, conversion

or exchange of stock, or for the purpose of any other lawful action, the Board

may fix, in advance, a date as the record date for any such determination of

stockholders. Such date shall not be more than sixty nor less than ten days

before the date of such meeting, nor more than sixty days prior to any other

action. If no such record date is fixed:

 

 

                                       4

<PAGE>

 

                  2.5.1 The record date for determining stockholders entitled to

      notice of or to vote at a meeting of stockholders shall be at the close of

      business on the day next preceding the day on which notice is given, or,

      if notice is waived, at the close of business on the day next preceding

      the day on which the meeting is held.

 

                  2.5.2 The record date for determining stockholders for any

      purpose other than those specified in Section 2.5.1 shall be at the close

      of business on the day on which the Board adopts the resolution relating

      thereto. When a determination of stockholders entitled to notice of or to

      vote at any meeting of stockholders has been made as provided in this

      Section 2.5 such determination shall apply to any adjournment thereof,

      unless the Board fixes a new record date for the adjourned meeting.

 

            2.6 Notice of Meetings of Stockholders. Except as otherwise provided

in Sections 2.5 and 2.7 of the By-laws, whenever under the General Corporation

Law or the Certificate of Incorporation or the By-laws, stockholders are

required or permitted to take any action at a meeting, written notice shall be

given stating the place, if any, date and hour of the meeting, the means of

remote communications, if any, by which stockholders and proxy holders may be

deemed to be present in person and vote at such meeting, and, in the case of a

special meeting, the purpose or purposes for which the meeting is called. Unless

otherwise required by law, a copy of the notice of any meeting shall be given,

personally, by mail, or by a form of Electronic Transmission consented to by the

stockholder to whom the notice is given, not less than ten nor more than sixty

days before the date of the meeting, to each stockholder entitled to notice of

or to vote at such meeting. If mailed, such notice shall be deemed to be given

when deposited in the

 

 

                                       5

<PAGE>

 

United States mail, with postage prepaid, directed to the stockholder at such

stockholder's address as it appears on the records of the Corporation. Notice

given pursuant to a form of Electronic Transmission shall be deemed given: (a)

if by facsimile telecommunication, when directed to a number at which the

stockholder has consented to receive notice; (b) if by electronic mail, when

directed to an electronic mail address at which the stockholder has consented to

receive notice; (c) if by a posting on an electronic network together with

separate notice to the stockholder of such specific posting, upon the later of

such posting and the giving of such separate notice; and (d) if by any other

form of Electronic Transmission, when directed to the stockholder. Any consent

of a stockholder to receive notice pursuant to a form of Electronic Transmission

shall be revocable as provided in Section 232(a) of the General Corporation Law.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent

or other agent of the Corporation that the notice required by this section has

been given shall, in the absence of fraud, be prima facie evidence of the facts

stated therein. When a meeting is adjourned to another time or place, notice

need not be given of the adjourned meeting if the time, place, if any, thereof,

and the means of remote communications, if any, by which stockholders and proxy

holders may be deemed to be present in person and vote at such adjourned meeting

are announced at the meeting at which the adjournment is taken, and at the

adjourned meeting any business may be transacted that might have been transacted

at the meeting as originally called. If, however, the adjournment is for more

than thirty days, or if after the adjournment a new record date is fixed for the

adjourned meeting, a notice of the adjourned meeting shall be given to each

stockholder of record entitled to vote at the meeting.

 

 

                                       6

<PAGE>

 

            2.7 Waivers of Notice. Whenever notice is required to be given to

any stockholder under any provision of the General Corporation Law or the

Certificate of Incorporation or the By-laws, a written waiver thereof, signed by

the stockholder entitled to notice, or a waiver by Electronic Transmission by

the stockholder entitled to notice, whether before or after the time stated

therein, shall be deemed equivalent to notice. Attendance of a stockholder at a

meeting shall constitute a waiver of notice of such meeting, except when the

stockholder attends a meeting for the express purpose of objecting, at the

beginning of the meeting, to the transaction of any business because the meeting

is not lawfully called or convened. Neither the business to be transacted at,

nor the purpose of, any regular or special meeting of the stockholders need be

specified in any written waiver of notice or any waiver by Electronic

Transmission.

 

            2.8 List of Stockholders. The Secretary shall prepare and make, or

cause to be prepared and made, at least ten days before every meeting of

stockholders, a complete list of the stockholders entitled to vote at the

meeting, arranged in alphabetical order, and showing the address (which need not

include any electronic mail address or other electronic contact information) of

each stockholder and the number of shares registered in the name of each

stockholder. Such list shall be open to the examination of any stockholder, for

any purpose germane to the meeting for a period of at least ten days prior to

the meeting: (a) on a reasonably accessible electronic network, provided that

the information required to gain access to such list is provided with the notice

of the meeting, or (b) during ordinary business hours, at the principal place of

business of the Corporation. In the event that the Corporation determines to

make the list available on an electronic network, the Corporation may take

reasonable steps to ensure that such

 

 

                                       7

<PAGE>

 

information is available only to stockholders of the Corporation. If the meeting

is to be held at a place, then the list shall be produced and kept at the time

and place of the meeting during the whole time thereof, and may be inspected by

any stockholder who is present. If the meeting is to be held solely by means of

remote communication, then the list shall also be open to the examination of any

stockholder during the whole time of the meeting on a reasonably accessible

electronic network, and the information required to access such list shall be

provided with the notice of the meeting.

 

            2.9 Quorum of Stockholders; Adjournment. Except as otherwise

provided by law or by the Certificate of Incorporation, the holders of a

majority of the shares of stock entitled to vote at any meeting of stockholders,

present in person or represented by proxy, shall constitute a quorum for the

transaction of any business at such meeting. When a quorum is once present to

organize a meeting of stockholders, it is not broken by the subsequent

withdrawal of any stockholders. The holders of a majority of the shares of stock

present in person or represented by proxy at any meeting of stockholders,

including an adjourned meeting, whether or not a quorum is present, may adjourn

such meeting to another time and place.

 

            2.10 Voting; Proxies. Unless otherwise provided in the Certificate

of Incorporation, every stockholder of record shall be entitled at every meeting

of stockholders to one vote for each share of capital stock standing in such

stockholder's name on the record of stockholders determined in accordance with

Section 2.8 of the By-laws. The provisions of Sections 212 and 217 of the

General Corporation Law shall apply in determining whether any shares of capital

stock may be voted and the persons, if any, entitled to vote such shares; but

the Corporation shall be protected in treating the persons

 

 

                                       8

<PAGE>

 

in whose names shares of capital stock stand on the record of stockholders as

owners thereof for all purposes. Subject to the provisions of Section 211(a)(2)

of the General Corporation Law, the Board of Directors, in its sole discretion,

and subject to such guidelines and procedures as it may deem appropriate, may

permit stockholders and proxy holders not physically present at a meeting of

stockholders, by means of remote communication, to participate in the meeting of

stockholders and be deemed present in person and permitted to vote at the

meeting of stockholders whether such meeting is to be held at a designated place

or solely by means of remote communication. At any meeting of stockholders at

which a quorum is present, all matters, except as otherwise provided by law or

by the Certificate of Incorporation or by the By-laws, shall be decided by a

majority of the votes cast at such meeting by the holders of shares present in

person or represented by proxy and entitled to vote thereon, whether or not a

quorum is present when the vote is taken. Unless otherwise determined by the

chairman of the meeting, election of directors need not be by written ballot;

provided, however, that by resolution duly adopted by the stockholders, a vote

by written ballot shall be required. In voting on any other question on which a

vote by ballot is required by law or is demanded by any stockholder entitled to

vote, the voting shall be by ballot. Each ballot shall be signed by the

stockholder voting or by such stockholder's proxy, and shall state the number of

shares voted. On all other questions, the voting may be viva voce. The Board of

Directors may authorize any requirement of a written ballot to be satisfied by a

ballot submitted by Electronic Transmission, provided that any such Electronic

Transmission must either set forth or be submitted with information from which

it can be determined that the Electronic Transmission was authorized by the

stockholder or proxy holder. Every

 

 

                                       9

<PAGE>

 

stockholder entitled to vote at a meeting of stockholders may authorize another

person or persons to act for such stockholder by proxy. The validity and

enforceability of any proxy shall be determined in accordance with Section 212

of the General Corporation Law.

 

            2.11 Selection and Duties of Inspectors at Meetings of Stockholders.

 

                  2.11.1 The Board shall, in advance of any meeting of

stockholders, appoint one or more inspectors to act at the meeting and make a

written report thereof. The Board may designate one or more persons as alternate

inspectors to replace any inspector who fails to act. If no inspector or

alternate is able to act at a meeting, the person presiding at the meeting shall

appoint one or more inspectors to act at the meeting. Each inspector, before

entering upon the discharge of the duties of inspector, shall take and sign an

oath faithfully to execute the duties of inspector with strict impartiality and

according to the best of such inspector's ability.

 

                  2.11.2 The inspectors shall (i) ascertain the number of shares

outstanding and the voting power of each, (ii) determine the shares represented

at the meeting and the validity of proxies and ballots, (iii) count all votes

and ballots, (iv) determine and retain for a reasonable period a record of the

disposition of any challenges made to any determination by the inspectors, and

(v) certify their determination of the number of shares represented at the

meeting, and their count of all votes and ballots. The inspectors may appoint or

retain other persons or entities to assist the inspectors in the performance of

the duties of inspector.

 

                  2.11.3 The date and time of the opening and the closing of the

polls for each matter upon which the stockholders will vote at a meeting shall

be announced at the meeting. No ballot, proxies or votes, nor any revocations

thereof or changes thereto,

 

 

                                       10

<PAGE>

 

shall be accepted by the inspectors after the closing of the polls, unless the

Court of Chancery of the State of Delaware upon application by a stockholder

shall determine otherwise.

 

            2.12 Organization. At every meeting of stockholders, the Chairman of

the Board or, in the absence of the Chairman of the Board, the Chief Executive

Officer, and in the absence of the Chairman of the Board and the Chief Executive

Officer, the President, or any one or more of the Presidents, and in the absence

of the Chairman of the Board, the Chief Executive Officer and the President(s),

the Chief Operating Officer or any one or more of the Chief Operating Officers,

and in the absence of any of the foregoing such person as shall have been

designated by resolution adopted by the affirmative vote of a majority of the

Whole Board or by the Chairman of the Board, shall act as chairman of the

meeting. The Secretary, or in his or her absence one of the Assistant

Secretaries, shall act as secretary of the meeting. In case none of the officers

above designated to act as secretary of the meeting shall be present, a

secretary of the meeting shall be chosen by a majority of the votes cast at such

meeting by the holders of shares of capital stock present in person or

represented by proxy and entitled to vote at the meeting.

 

            2.13 Order of Business. The order of business at all meetings of

stockholders shall be as determined by the chairman of the meeting, but the

order of business to be followed at any meeting at which a quorum is present may

be changed by a majority of the votes cast at such meeting by the holders of

shares of capital stock present in person or represented by proxy and entitled

to vote at the meeting.

 

 

                                       11

<PAGE>

 

                                    ARTICLE 3

 

                                    DIRECTORS

                                    ---------

 

            3.1 General Powers. Except as otherwise provided in the Certificate

of Incorporation, the business and affairs of the Corporation shall be managed

by or under the direction of the Board. The Board may adopt such rules and

regulations, not inconsistent with the Certificate of Incorporation or the

By-laws or applicable laws, as it may deem proper for the conduct of its

meetings and the management of the Corporation. In addition to the powers

expressly conferred by the By-laws, the Board may exercise all powers and

perform all acts which are not required, by law or by the Certificate of

Incorporation, the By-laws, the Constitution of the New York Stock Exchange,

Inc. or the Rules of the Board of Directors of the New York Stock Exchange,

Inc., to be exercised and performed by the stockholders.

 

            3.2 Number; Qualification; Term of Office. The Board shall consist

of not fewer than eight (8) nor more than forty (40) members (provided, however,

that such maximum number may be increased from time to time to the extent

provided in any resolution or resolutions adopted by the Board providing for the

issuance of any series of Preferred Stock pursuant to Article V of the

Certificate of Incorporation) and within such limits the number of directors

shall be determined, and may be changed from time to time, solely by resolution

adopted by the affirmative vote of a majority of the Whole Board. Directors need

not be stockholders. Each director shall hold office until his or her successor

is elected and qualified or until his or her earlier death, resignation or

removal.

 

 

                                       12

<PAGE>

 

            3.3 Election. Directors shall, except as otherwise required by law

or by the Certificate of Incorporation, be elected by a plurality of the votes

cast at a meeting of stockholders by the holders of shares entitled to vote in

the election.

 

            3.4 Newly Created Directorships and Vacancies. Unless otherwise

provided in the Certificate of Incorporation, any vacancy in the Board caused by

death, resignation, removal, disqualification or any other cause (other than an

increase in the number of directors) may be filled solely by the affirmative

vote of a majority of the directors then in office, though less than a quorum of

the Whole Board, or by a sole remaining director; and a majority of the Whole

Board may fill a vacancy which results from an increase in the number of

directors. A director elected to fill a vacancy shall be elected to hold office

until his or her successor is elected and qualified, or until his or her earlier

death, resignation or removal.

 

            3.5 Resignations. Any director may resign at any time by notice

given in writing or by Electronic Transmission to the Corporation. Such

resignation shall take effect at the time therein specified, and, unless

otherwise specified, the acceptance of such resignation shall not be necessary

to make it effective.

 

            3.6 Removal of Directors. Subject to the provisions of Section

141(k) of the General Corporation Law, any or all of the directors may be

removed with or without cause, by the holders of a majority of the shares then

entitled to vote in an election of directors.

 

            3.7 Compensation. Each director, in consideration of such director's

service, shall be entitled to receive from the Corporation such amount per annum

or such fees for attendance at directors' meetings, or both, as the Board may

from time to time

 

 

                                       13

<PAGE>

 

determine, together with reimbursement for the reasonable expenses incurred by

such director in connection with the performance of such director's duties. Each

director who shall serve as a member of any committee of directors in

consideration of such service shall be entitled to such additional amount per

annum or such fees for attendance at committee meetings, or both, as the Board

may from time to time determine, together with reimbursement for the reasonable

expenses incurred by such director in the performance of such duties. Nothing

contained in this section shall preclude any director from serving the

Corporation or its subsidiaries in any other capacity and receiving proper

compensation therefor.

 

            3.8 Place and Time of Meetings. Meetings of the Board or any

committee thereof, regular or special, may be held at any place within or

without the State of Delaware. The times and places for holding meetings of the

Board or any committee thereof may be fixed from time to time by resolution of

the Board or (unless contrary to resolution of the Board) in the notice of the

meeting.

 

            3.9 Annual Meetings. On the day when and at the place where the

annual meeting of stockholders for the election of directors is held, and as

soon as practicable thereafter, the Board may hold its annual meeting, without

notice of such meeting, for the purposes of organization, the election of

officers and the transaction of other business. The annual meeting of the Board

may be held at any other time and place specified in a notice given as provided

in Section 3.11 of the By-laws for special meetings of the Board or in a waiver

of notice thereof.

 

            3.10 Regular Meetings. Regular meetings of the Board or any

committee thereof may be held at such times and places as may be fixed from time

to time by the

 

 

                                       14

<PAGE>

 

Board. Unless otherwise required by the Board, regular meetings of the Board or

any committee thereof may be held without notice and (unless contrary to

resolution of the Board) shall be held at the Corporation's principal executive

offices. If any day fixed for a regular meeting of the Board or any committee

thereof shall be a Saturday or Sunday or a day on which trading is not conducted

by the New York Stock Exchange, Inc., then such meeting shall be held at the

same hour at the same place on the first business day thereafter which is not a

Saturday, Sunday or a day on which trading is not conducted by the New York

Stock Exchange, Inc.

 

            3.11 Special Meetings. Special meetings of the Board or any

committee thereof shall be held whenever called by the Chairman, the Chief

Executive Officer or the Secretary or by any two or more directors in the case

of the Board, or in the case of any committee, its chairman or any two members

thereof. Notice of each special meeting of the Board or any committee thereof

shall, if mailed, be addressed to each director at the address designated by him

or her for that purpose or, if none is designated, at such director's last known

address at least two days before the date on which the meeting is to be held; or

such notice shall be sent to each director at such address by a form of

Electronic Transmission, or be delivered to each director personally, not later

than the day before the date on which such meeting is to be held. Every such

notice shall state the time and place of the meeting but need not state the

purposes of the meeting, except to the extent required by law. If mailed, each

notice shall be deemed given when deposited, with postage thereon prepaid, in a

post office or official depository under the exclusive care and custody of the

United States Postal Service. Such mailing shall be by first class mail.

 

 

                                       15

<PAGE>

 

            3.12 Adjourned Meetings. A majority of the directors or committee

members present at any meeting of the Board or any committee thereof, as the

case may be, including an adjourned meeting, whether or not a quorum is present,

may adjourn such meeting to another time and place. Notice of any adjourned

meeting of the Board or any committee thereof need not be given to any director,

or committee member, whether or not present at the time of the adjournment. Any

business may be transacted at any adjourned meeting that might have been

transacted at the meeting as originally called.

 

            3.13 Waiver of Notice. Whenever notice is required to be given to

any director or member of a committee of directors under any provision of the

General Corporation Law or of the Certificate of Incorporation or By-laws, a

written waiver thereof, signed by the person entitled to notice, or a waiver by

Electronic Transmission by the person entitled to notice, whether before or

after the time stated therein, shall be deemed equivalent to notice. Attendance

of a person at a meeting shall constitute a waiver of notice of such meeting,

except when the person attends a meeting for the express purpose of objecting,

at the beginning of the meeting, to the transaction of any business because the

meeting is not lawfully called or convened. Neither the business to be

transacted at, nor the purpose of, any regular or special meeting of the

directors, or a committee of directors, need be specified in any written waiver

of notice or any waiver by Electronic Transmission.

 

            3.14 Organization. At each meeting of the Board, the officers

specified in Article 5 hereof (or, in the absence of all officers designated in

Article 5 hereof so to act, another director chosen by a majority of the

directors present) shall act as chairman of the meeting and preside thereat. The

Secretary shall act as secretary at each meeting of the

 

 

                                       16

<PAGE>

 

Board. In case the Secretary shall be absent from any meeting of the Board, an

Assistant Secretary shall perform the duties of secretary at such meeting; and

in the absence from any such meeting of the Secretary and all Assistant

Secretaries, the person presiding at the meeting may appoint any person to act

as secretary of the meeting.

 

            3.15 Quorum of Board or Committee. Except as otherwise provided by

law, by the Certificate of Incorporation or elsewhere in these By-laws, (a) a

majority of the directors in office at the time shall constitute a quorum for

the transaction of business, or of any specified item of business, at any

meeting of the Board and (b) a majority of the members of any committee shall

constitute a quorum for the transaction of business of such committee, or of any

specified item of business, at any meeting of such committee.

 

            3.16 Action by the Board; Attendance by Conference Telephone, Etc.

All corporate action taken by the Board or any committee thereof shall be taken

at a meeting of the Board, or of such committee, as the case may be, except that

any action required or permitted to be taken at any meeting of the Board, or of

any committee thereof, may be taken without a meeting if all members of the

Board or committee, as the case may be, consent thereto in writing or by

Electronic Transmission, and the writing or writings or Electronic Transmission

or Transmissions are filed with the minutes of proceedings of the Board or

committee. Such filing shall be in paper form if the minutes are maintained in

paper form and shall be in electronic form if the minutes are maintained in

electronic form. Members of the Board, or any committee designated by the Board,

may participate in a meeting of the Board, or of such committee, as the case may

be, by means of conference telephone or other communications equipment by means

of which all persons participating in the meeting can hear each other, and

participation in a meeting pursuant

 

 

                                       17

<PAGE>

 

to this Section 3.16 shall constitute presence in person at such meeting. Except

as otherwise provided by law, by the Certificate of Incorporation or these

By-laws, the vote of a majority of the directors or committee members present

(including those who participate by means of a conference telephone or other

communications equipment) at the time of the vote, if a quorum is present at

such time, shall be the act of the Board or such committee.

 

                                   Article 4A

 

                          COMMITTEES OF THE CORPORATION

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

 

      The Board may, by resolution passed by a majority of the Whole Board,

designate one or more committees of the Corporation, each committee to consist

of one or more of the directors or officers of the Corporation or one or more of

the directors or officers of the Corporation's wholly-owned subsidiary, Bear,

Stearns & Co. Inc., as the Board shall determine. A member of any committee of

the Corporation may be removed with or without cause by action taken by a

majority of the Whole Board. Each such committee shall have and may exercise

such powers, authority and responsibilities as the Board shall determine and as

may be properly granted to such committee under the laws of the state of

Delaware, the Certificate of Incorporation and these By-laws. The powers,

authority and responsibilities thereby granted may include those that may be

delegated to officers of the Corporation.

 

                                    Article 4

 

                             COMMITTEES OF THE BOARD

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

 

      The Board may, by resolution passed by a majority of the Whole Board,

designate one or more committees, each committee to consist of one or more of

the directors of the Corporation. The Board may designate one or more directors

as alternate members of

 

 

                                       18

<PAGE>

 

any committee, who may replace any absent or disqualified member at any meeting

of the committee. A member of any committee of the Board may be removed with or

without cause by action taken by a majority of the Whole Board. In the absence

or disqualification of a member of the committee, the member or members thereof

present at any meeting and not disqualified from voting, whether or not he or

she or they constitute a quorum, may unanimously appoint another member of the

Board to act at the meeting in the place of any such absent or disqualified

member. Any such committee, to the extent provided in the resolution of the

Board, shall have and may exercise all the powers and authority of the Board in

the management of the business and affairs of the Corporation, and may authorize

the seal of the Corporation to be affixed to all papers which may require it;

but no such committee shall have the power or authority in reference to the

following matters: (i) approving or adopting, or recommending to the

stockholders, any action or matter expressly required by the General Corporation

Law to be submitted to stockholders for approval or (ii) adopting, amending or

repealing any By-law of the Corporation.

 

                                    ARTICLE 5

 

                                    OFFICERS

                                    --------

 

            5.1 Officers. The Board shall elect a Chairman of the Board, a Chief

Executive Officer, one or more Presidents (who shall share the duties and

responsibilities of the position), one or more Chief Operating Officers (who

shall share the duties and responsibilities of the position), a Chief Financial

Officer, a Chief Administrative Officer, a

 

 

                                       19

<PAGE>

 

Secretary, a Treasurer and a Controller, and may elect or appoint one or more

Vice Presidents and one or more Managing Directors (who need not be, and unless

otherwise properly elected thereto, shall not be, members of the Board) and such

other officers (including Assistant Secretaries and Assistant Treasurers) as the

Board may determine. The Board may designate one or more Vice Presidents as

Executive Vice Presidents, Senior Vice Presidents or First Vice Presidents, and

may use other descriptive words or phrases to designate the standing, seniority

or area of special competence of the Vice Presidents and Managing Directors

elected or appointed by it. The Board may from time to time elect, or delegate

to any one or more officers the power to appoint, such other officers as may be

necessary or desirable for the business of the Corporation. Each officer shall

hold his or her office until his or her successor is elected and qualified or

until his or her earlier death, resignation or removal in the manner provided in

Section 5.2 of the By-laws. Any two or more offices may be held by the same

person, but no officers shall execute, acknowledge or verify any instrument in

more than one capacity if such instrument is required by law or by the By-laws

to be executed, acknowledged, or verified by two or more officers. The Board may

require any officer to give a bond or other security for the faithful

performance of his or her duties, in such amount and with such sureties as the

Board may determine. All officers as between themselves and the Corporation

shall have such authority and perform such duties in the management of the

Corporation as may be provided in the By-laws or as the Board or any appointing

authority may from time to time determine.

 

            5.2 Removal of Officers. Any officer of the Corporation may be

removed, with or without cause, by the Board or, except in the case of an

officer elected

 

 

                                       20

<PAGE>

 

or appointed by the Board, by any officer to whom the Board shall have delegated

the power to appoint such officer being removed. The removal of an officer

without cause shall be without prejudice to his or her contract rights, if any.

The election or appointment of an officer shall not of itself create contract

rights.

 

            5.3 Resignations. Any officer may resign at any time by so notifying

the Board or the Chairman of the Board or the Secretary in writing. Such

resignation shall take effect at the date of receipt of such notice or at such

later time as is therein specified and, unless otherwise specified, the

acceptance of such resignation shall not be necessary to make it effective. The

resignation of an officer shall be without prejudice to the contract rights of

the Corporation, if any.

 

            5.4 Vacancies. A vacancy in any office because of death,

resignation, removal, disqualification or any other cause shall be filled for

the unexpired portion of the term in the manner prescribed in the By-laws for

the regular election or appointment to such office.

 

            5.5 Compensation. Salaries or other compensation of the officers may

be fixed from time to time by the Board. No officer shall be prevented from

receiving a salary or other compensation by reason of the fact that such officer

is also a director.

 

            5.6 Chairman of the Board. The Chairman of the Board, if present,

shall preside at each meeting of the stockholders and of the Board. He or she

shall perform all duties incident to the office of Chairman of the Board and

such other duties as from time to time may be assigned to him or her by the

Board.

 

            5.7 Chief Executive Officer. The Chief Executive Officer shall be

the chief executive officer of the Corporation and shall have general

supervision over the

 

 

                                       21

<PAGE>

 

business of the Corporation, subject, however, to the control of the Board and

of any duly authorized committee of directors. The Chief Executive Officer, in

the absence of the Chairman of the Board, shall preside at each meeting of the

stockholders and of the Board. He or she may, with the Secretary or the

Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates

for shares of capital stock of the Corporation. He or she may sign and execute

in the name of the Corporation deeds, mortgages, bonds, contracts and other

instruments, except in cases where the signing and execution thereof shall be

expressly delegated by the Board or by the By-laws to some other officer or

agent of the Corporation, or shall be required by law otherwise to be signed or

executed; and, in general, shall perform all duties incident to the office of

Chief Executive Officer and such other duties as from time to time may be

assigned to him or her by the Board or by the By-laws.

 

            5.8 The President(s). The President or any one or more of the

Presidents shall assist the Chief Executive Officer in the management of and

supervision and direction over the business and affairs of the Corporation,

subject, however, to the direction of the Chief Executive Officer and the

control of the Board. The President or any one or more of the Presidents may, in

the absence of the Chairman of the Board and the Chief Executive Officer,

preside, if present, at each meeting of the stockholders and of the Board. The

President or any one or more of the Presidents may, with the Secretary or the

Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates

for shares of capital stock of the Corporation; and, in general, shall perform

all duties incident to the office of President and such other duties as from

time to time may be assigned by the Board, by the By-laws, or by the Chief

Executive Officer.

 

 

                                       22

<PAGE>

 

            5.9 The Chief Operating Officer(s). The Chief Operating Officer or

any one or more of the Chief Operating Officers shall be chief operating

officers of the Corporation, and shall assist the Chief Executive Officer and

the President or any one or more of the Presidents in the active management of

and supervision and direction over the business and affairs of the Corporation,

subject, however to the direction of the Chief Executive Officer, the President

or any one or more of the Presidents and the control of the Board. In the

absence of the Chairman of the Board, the Chief Executive Officer and the

President(s), the Chief Operating Officer or any one or more of the Chief

Operating Officers shall preside at each meeting of the stockholders and of the

Board. The Chief Operating Officer or any one or more of the Chief Operating

Officers may, with the Secretary or the Treasurer or an Assistant Secretary or

an Assistant Treasurer, sign certificates for shares of capital stock of the

Corporation. The Chief Operating Officer or any one or more of the Chief

Operating Officers may sign and execute in the name of the Corporation deeds,

mortgages, bonds, contracts and other instruments, except in cases where the

signing and execution thereof shall be expressly delegated by the Board or by

the By-laws to some other officer or agent of the Corporation, or shall be

required by law otherwise to be signed or executed; and, in general, shall

perform all duties incident to the office of Chief Operating Officer and such

other duties as from time to time may be assigned by the Board, by the By-laws

or by the Chief Executive Officer.

 

            5.10 Chief Financial Officer. The Chief Financial Officer shall be

the chief financial officer of the Corporation, and shall render to the Board,

whenever the Board may require, an account of the financial condition of the

Corporation; shall make, sign and file financial, tax and similar reports to any

state, federal or municipal government, agency

 

 

                                       23

<PAGE>

 

or department, or any self-regulatory organization; shall provide for the

continuous review of all accounts and reports; and shall perform such other

duties as from time to time may be assigned to him or her by the Board or the

Chief Executive Officer.

 

            5.11 Chief Administrative Officer. The Chief Administrative Officer

shall be the principal administrative officer of the Corporation and shall

assist the Chief Operating Officer(s) in the provision of such administrative

and support services as are necessary or appropriate for the conduct of the

business and the affairs of the Corporation, subject to the direction of the

Chief Operating Officer(s) and the Chief Executive Officer and the control of

the Board of Directors. In addition, the Chief Administrative Officer shall

perform such other duties as from time to time may be assigned to him or her by

the Board or by the Chief Operating Officer(s).

 

            5.12 Secretary. The Secretary, if present, shall act as secretary of

all meetings of the stockholders and of the Board, and shall keep the minutes

thereof in the proper book or books to be provided for that purpose; he or she

shall see that all notices required to be given by the Corporation are duly

given and served; he or she may, with the Chief Executive Officer, the President

or any one or more of the Presidents or the Chief Operating Officer or any one

or more of the Chief Operating Officers, sign certificates for shares of capital

stock of the Corporation; he or she shall be custodian of the seal of the

Corporation and may seal with the seal of the Corporation, or a facsimile

thereof, all certificates for shares of capital stock of the Corporation and all

documents the execution of which on behalf of the Corporation under its

corporate seal is authorized in accordance with the provisions of the By-laws;

he or she shall have charge of the stock ledger and also of the other books,

records and papers of the Corporation relating to its

 

 

                                       24

<PAGE>

 

organization and management as a Corporation, and shall see that the reports,

statements and other documents required by law are properly kept and filed; and,

in general, shall perform all the duties incident to the office of Secretary and

such other duties as from time to time may be assigned to him or her by the

Board or by the Chief Executive Officer.

 

            5.13 Treasurer. The Treasurer shall have charge and custody of, and

be responsible for, all funds, securities and notes of the Corporation; receive

and give receipts for moneys due and payable to the Corporation from any sources

whatsoever; deposit all such moneys in the name of the Corporation in such

banks, trust companies or other depositaries as shall be selected in accordance

with the By-laws; against proper vouchers, cause such funds to be disbursed by

checks or drafts on the authorized depositaries of the Corporation signed in

such manner as shall be determined in accordance with any provisions of the

By-laws, and be responsible for the accuracy of the amounts of all moneys so

disbursed; may, with the Chief Executive Officer, the President or any one or

more of the Presidents or the Chief Operating Officer or any one or more of the

Chief Operating Officers, sign certificates for shares of capital stock of the

corporation; and, in general, shall perform all the duties incident to the

office of the Treasurer and such other duties as from time to time may be

assigned to him or her by the Board or by the Chief Executive Officer.

 

            5.14 Vice President. Each Executive Vice President, Senior Vice

President, First Vice President and Vice President shall have such powers and

perform such duties as the Board or the Chief Executive Officer from time to

time may prescribe, and shall perform such other duties as may be prescribed in

the By-laws.

 

 

                                       25

<PAGE>

 

            5.15 Controller. The Controller shall be the chief accounting

officer of the Corporation and shall cause to be maintained adequate records of

all assets, liabilities and transactions of the Corporation; shall keep full and

accurate accounts of receipts and disbursements in books belonging to the

Corporation and have control of all the books of account of the Corporation; and

shall perform such other duties as from time to time may be assigned to him or

her by the Board or by the Chief Executive Officer.

 

            5.16 Assistant Secretaries and Assistant Treasurers. Assistant

Secretaries and Assistant Treasurers shall perform such duties as shall be

assigned to them by the Secretary or by the Treasurer, respectively, or by the

Board or by the Chief Executive Officer. Assistant Secretaries and Assistant

Treasurers may, with the Chief Executive Officer, the President or any one or

more of the Presidents or the Chief Operating Officer or any one or more of the

Chief Operating Officers, sign certificates for shares of capital stock of the

Corporation.

 

                                    ARTICLE 6

 

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

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

 

            6.1 Execution of Contracts. The Board may authorize any officer,

employee or agent, in the name and on behalf of the Corporation, to enter into

any contract or execute and satisfy any instrument, and any such authority may

be general or confined to specific instances, or otherwise limited.

 

            6.2 Loans. The Chairman of the Board, the Chief Executive Officer,

the President or any one or more of the Presidents, the Chief Operating Officer

or any one or more of the Chief Operating Officers, the Chief Financial Officer

or the Treasurer or any

 

 

                                       26

<PAGE>

 

other officer, employee or agent authorized by the By-laws or by the Board may

effect loans and advances at any time for the Corporation from any bank, trust

company or other institutions or from any firm, corporation or individual and

for such loans and advances may make, execute and deliver promissory notes,

bonds or other certificates or evidences of indebtedness of the Corporation and,

when authorized by the Board so to do, may pledge and hypothecate or transfer

any securities or other property of the Corporation as security for any such

loans or advances. Such authority conferred by the Board may be general or

confined to specific instances or otherwise limited.

 

            6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the

payment of money out of the funds of the Corporation and all notes or other

evidences of indebtedness of the Corporation shall be signed on behalf of the

Corporation in such manner as shall from time to time be determined by

resolution of the Board.

 

            6.4 Deposits. The funds of the Corporation not otherwise employed

shall be deposited from time to time to the order of the Corporation in such

banks, trust companies or other depositaries as the Board may select or as may

be selected by an officer, employee or agent of the Corporation to whom such

power may from time to time be delegated by the Board.

 

                                    ARTICLE 7

 

                               STOCK AND DIVIDENDS

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

 

            7.1 Certificates Representing Shares. The shares of capital stock of

the Corporation shall be represented by certificates in such form (consistent

with the provisions of Section 158 of the General Corporation Law) as shall be

approved by the Board. Such certificates shall be signed by the Chairman of the

Board, the Chief

 

 

                                       27

<PAGE>

 

Executive Officer, the President or any one or more of the Presidents or the

Chief Operating Officer or any one or more of the Chief Operating Officers and

by the Secretary or an Assistant Secretary or the Treasurer or an Assistant

Treasurer, and may be sealed with the seal of the Corporation or a facsimile

thereof. The signatures of the officers upon a certificate may be facsimiles, if

the certificate is countersigned by a transfer agent or registrar other than the

Corporation itself or its employee. In case any officer, transfer agent or

registrar who has signed or whose facsimile signature has been placed upon any

certificate shall have ceased to be such officer, transfer agent or registrar

before such certificate is issued, such certificate may, unless otherwise

ordered by the Board, be issued by the Corporation with the same effect as if

such person were such officer, transfer agent or registrar at the date of issue.

 

            7.2 Transfer of Shares. Transfers of shares of capital stock of the

Corporation shall be made only on the books of the Corporation by the holder

thereof or by such holder's duly authorized attorney appointed by a power of

attorney duly executed and filed with the Secretary or a transfer agent of the

Corporation, and on surrender of the certificate or certificates representing

such shares of capital stock properly endorsed for transfer and upon payment of

all necessary transfer taxes. Every certificate exchanged, returned or

surrendered to the Corporation shall be marked "Cancelled," with the date of

cancellation, by the Secretary or an Assistant Secretary or the transfer agent

of the Corporation. A person in whose name shares of capital stock shall stand

on the books of the Corporation shall be deemed the owner thereof to receive

dividends, to vote as such owner and for all other purposes as respects the

Corporation. No transfer of shares of capital stock shall be valid as against

the Corporation, its stockholders and

 

 

                                       28

<PAGE>

 

creditors for any purpose, except to render the transferee liable for the debts

of the Corporation to the extent provided by law, until such transfer shall have

been entered on the books of the Corporation by an entry showing from and to

whom transferred.

 

            7.3 Transfer and Registry Agents. The Corporation may from time to

time maintain one or more transfer offices or agents and registry offices or

agents at such place or places as may be determined from time to time by the

Board.

 

            7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder

of any shares of capital stock of the Corporation shall immediately notify the

Corporation of any loss, destruction, theft or mutilation of the certificate

representing such shares, and the Corporation may issue a new certificate to

replace the certificate alleged to have been lost, destroyed, stolen or

mutilated. The Board may, in its discretion, as a condition to the issue of any

such new certificate, require the owner of the lost, destroyed, stolen or

mutilated certificate, or such owner's legal representatives, to make proof

satisfactory to the Board of such loss, destruction, theft or mutilation and to

advertise such fact in such manner as the Board may require, and to give the

Corporation and its transfer agents and registrars, or such of them as the Board

may require, a bond in such form, in such sums and with such surety or sureties

as the Board may direct, to indemnify the Corporation and its transfer agents

and registrars against any claim that may be made against any of them on account

of the continued existence of any such certificate so alleged to have been lost,

destroyed, stolen or mutilated and against any expense in connection with such

claim.

 

            7.5 Regulations. The Board may make such rules and regulations as it

may deem expedient, not inconsistent with the By-laws or with the Certificate of

 

 

                                       29

<PAGE>

 

Incorporation, concerning the issue, transfer and registration of certificates

representing shares of its capital stock.

 

            7.6 Restriction on Transfer of Stock. A written restriction or

restrictions on the transfer or registration of transfer of capital stock of the

Corporation, or on the amount of capital stock of the Corporation that may be

owned by any person or group of persons, if permitted by Section 202 of the

General Corporation Law and noted conspicuously on the certificate or

certificates representing such capital stock, may be enforced against the holder

of the restricted capital stock or any successor or transferee of the holder,

including an executor, administrator, trustee, guardian or other fiduciary

entrusted with like responsibility for the person or estate of the holder.

Unless noted conspicuously on the certificate or certificates representing such

capital stock, a restriction, even though permitted by Section 202 of the

General Corporation Law, shall be ineffective except against a person with

actual knowledge of the restriction. A restriction on the transfer or

registration of transfer of capital stock of the Corporation, or on the amount

of capital stock of the Corporation that may be owned by any person or group of

persons, may be imposed either by the Certificate of Incorporation or by an

agreement among any number of stockholders or among such stockholders and the

Corporation. No restrictions so imposed shall be binding with respect to capital

stock issued prior to the adoption of the restriction unless the holders of such

capital stock are parties to an agreement or voted in favor of the restriction.

 

            7.7 Dividends, Surplus, Etc. Subject to the provisions of law and of

the Certificate of Incorporation, the Board:

 

 

                                       30

<PAGE>

 

                  7.7.1 May declare and pay dividends or make other

      distributions on shares of its capital stock in such amounts and at such

      time or times as, in its discretion, the condition of the affairs of the

      Corporation shall render advisable;

 

                  7.7.2 May use and apply, in its discretion, any of the surplus

      of the Corporation in purchasing or acquiring any shares of capital stock

      of the Corporation, or purchase warrants therefor, in accordance with law,

      or any of its bonds, debentures, notes, scrip or other securities or

      evidences of indebtedness; and

 

                  7.7.3 May set aside from time to time out of such surplus or

      net profits such sum or sums as, in its discretion, it may think proper,

      as a reserve fund to meet contingencies, or for equalizing dividends or

      for the purpose of maintaining or increasing the property or business of

      the Corporation, or for any purpose it may think conducive to the best

      interests of the Corporation.

 

                                    ARTICLE 8

 

                                BOOKS AND RECORDS

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

 

            8.1 Books and Records. The Corporation shall keep correct and

complete books and records of account and shall keep minutes of the proceedings

of the stockholders, the Board and committees of the Board. The Corporation

shall keep at the office designated in the Certificate of Incorporation or at

the office of the transfer agent or registrar of the Corporation, a record

containing the names and addresses of all stockholders, the number and class of

shares held by each and the dates when they respectively became the owners of

record thereof.

 

 

                                       31

<PAGE>

 

            8.2 Form of Records. Any records maintained by the Corporation in

the regular course of its business, including its stock ledger, books of

account, and minute books, may be kept on, or by means of, or be in the form of,

any information storage device or method, provided that the records so kept can

be converted into clearly legible paper form within a reasonable time. The

Corporation shall so convert any records so kept upon the request of any person

entitled to inspect such records pursuant to any provision of the General

Corporation Law.

 

            8.3 Inspection of Books and Records. Except as otherwise provided by

law, the Board shall determine from time to time whether, and, if allowed, when

and under what conditions and regulations, the accounts, books, minutes and

other records of the Corporation, or any of them, shall be open to the

inspection of the stockholders.

 

                                    ARTICLE 9

 

                                      SEAL

                                      ----

 

            The Board may adopt a corporate seal which shall be in the form of a

circle and shall bear the full name of the Corporation, the year of its

incorporation and the word "Delaware."

 

                                   ARTICLE 10

 

                                   FISCAL YEAR

                                   -----------

 

            The fiscal year of the Corporation shall be determined, and may be

changed, by resolution of the Board.

 

 

                                       32

<PAGE>

 

                                   ARTICLE 11

 

                              VOTING OF SHARES HELD

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

 

            Unless otherwise provided by resolution of the Board, each of the

Chief Executive Officer, the President or any one or more of the Presidents, the

Chief Operating Officer or any one or more of the Chief Operating Officers, the

Chief Financial Officer and such other officer or officers as from time to time

are so authorized by resolution of the Board or an appropriate committee

thereof, may, from time to time, appoint one or more attorneys or agents of the

Corporation, in the name and on behalf of the Corporation, to cast the votes

which the Corporation may be entitled to cast as a stockholder or otherwise in

any other corporation, any of whose shares or securities may be held by the

Corporation, at meetings of the holders of stock or other securities of such

other corporation, or to consent in writing to any action by any such other

corporation, and may instruct the person or persons so appointed as to the

manner of casting such votes or giving such consent, and may execute or cause to

be executed on behalf of the Corporation and under its corporate seal, or

otherwise, such written proxies, consents, waivers or other instruments as he or

she may deem necessary or proper in the premises; and each of the Chief

Executive Officer, the President or any one or more of the Presidents, the Chief

Operating Officer or any one or more of the Chief Operating Officers, the Chief

Financial Officer and such other officer or officers as from time to time are so

authorized by resolution of the Board or any appropriate committee thereof, may

attend any meeting of the holders of the stock or other securities of any such

other corporation and thereat vote or exercise any or all other powers of the

Corporation as the holder of such stock or other securities of such other

corporation.

 

 

                                       33

<PAGE>

 

                                   ARTICLE 12

 

                                   AMENDMENTS

                                   ----------

 

            The Board, from time to time, may make, amend or repeal the By-laws;

provided, that any By-laws made, amended or repealed by the Board may be amended

or repealed, and that any By-laws may be made, by the Stockholders.

 

                                   ARTICLE 13

 

                           APPLICATION OF SECTION 203

                           OF GENERAL CORPORATION LAW

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

 

            Pursuant to paragraph (b) (2) of Section 203 of the General

Corporation Law, the Corporation elects not to be governed by such Section 203.

 

                                   ARTICLE 14

 

                                 INDEMNIFICATION

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

 

            In connection with any indemnification as set forth in Article VIII

of the Corporation's Certification of Incorporation, expenses, including

attorneys' fees, incurred by the person entitled to indemnification in defending

any such action, suit or proceeding shall be paid or reimbursed by the

Corporation promptly upon demand by such person and, if any such demand is made

in advance of the final disposition of any such action, suit or proceeding,

promptly upon receipt by the Corporation of an undertaking of such person to

repay such expenses if it shall ultimately be determined that such person is not

entitled to be indemnified by the Corporation.

[End]