Non-employee Directors' Stock Plans

EXHIBIT A THE BEAR STEARNS COMPANIES INC.
NON-EMPLOYEE DIRECTORS' STOCK
OPTION AND STOCK UNIT PLAN

As amended and restated effective January 8, 2002

1. Purpose . The purpose of The Bear Stearns Companies Inc. Non-Employee Directors' Stock Option and Stock Unit Plan (the " Plan" ) is to secure for The Bear Stearns Companies Inc. and its successors and assigns (the " Company" ) and its stockholders the benefits of the incentive inherent in holding an equity interest in the Company' s Common Stock, par value $1.00 per share (the " Common Stock" ), by the members of the Board of Directors (the " Board" ) of the Company who are not employees of the Company or any of its subsidiaries (" Non-Employee Directors" ). It is expected that such ownership will provide such Non-Employee Directors with a more direct stake in the future welfare of the Company and encourage them to remain directors of the Company. It is also expected that the Plan will encourage qualified persons to become directors of the Company.

Pursuant to the Plan, such Non-Employee Directors will be offered the opportunity to acquire Common Stock through the grant of options and will receive Common Stock upon the vesting of restricted stock units. Non-Employee Directors will also have the opportunity to receive Common Stock or options in lieu of a portion of the annual cash retainer otherwise payable to them by the Company.

2. Administration . The Plan shall be administered by the Board. The Board shall have all the powers vested in it by the terms of the Plan, such powers to include authority (within the limitations described herein) to prescribe the form of the agreements (" Agreements" ) embodying grants of stock options (" Options" ) and restricted stock units (" Units" ) (collectively, " Awards" ) made under the Plan. Subject to the provisions of the Plan, the Board shall have the power to construe the Plan, to determine all questions arising thereunder, and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. Any decision of the Board in the administration of the Plan, as described herein, shall be final and conclusive. The Board may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their number or the Secretary or any other officer of the Corporation to execute and deliver documents on behalf of the Board and to perform administrative functions under the Plan. No member of the Board shall be liable for anything done or omitted to be done by such member or by any other member of the Board in connection with the Plan, except for such member' s own willful misconduct or as expressly provided by statute.

3. Shares Subject to Grants .

3.1 Number of Shares . Subject to the provisions of Paragraph 15, the number of shares of Common Stock subject at any one time to Awards granted under the Plan, plus the number of shares of Common Stock theretofore issued or delivered pursuant to the exercise of Options or the vesting of Units, or in lieu of payment of annual cash retainers, shall not exceed 300,000 shares. If and to the extent that Options terminate, expire or are cancelled without having been exercised, or Units are forfeited, the shares of Common Stock covered by such terminated, expired or cancelled Options or forfeited Units shall again be available for issuance or delivery under the Plan, or for the grant of new Awards under the Plan; provided, that the granting and terms of such new Awards shall in all respects comply with the provisions of the Plan.

3.2 Character of Shares . Shares of Common Stock delivered under the Plan may be authorized and unissued Common Stock, issued Common Stock held in the Company' s treasury, or both.

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3.3 Reservation of Shares . There shall be reserved at all times for sale or issuance under the Plan a number of shares of Common Stock (authorized and unissued Common Stock, issued Common Stock held in the Company' s treasury, or both) equal to the maximum number of shares set forth in Paragraph 3.1 (less any shares that have been issued pursuant to Awards granted hereunder or in lieu of payment of annual cash retainers).

4. Eligibility . Each Non-Employee Director shall be eligible to receive grants of Awards in accordance with the further provisions of the Plan. All Awards granted under the Plan shall be evidenced by an Agreement in such form as the Board shall prescribe from time to time in accordance with the Plan, which Agreement shall include the applicable provisions contained in Paragraphs 6, 7, 8, 9, 11 and 14, as well as such other provisions (not inconsistent with the terms of the Plan) as the Board shall deem appropriate.

5. Grant of Options . Options shall be granted in the following amounts and on the following dates:

5.1 Option Grants to Non-Employee Directors at Initial Effective Date of Plan. An Option to purchase 3,000 shares of Common Stock, subject to adjustment as provided in Paragraph 15, was granted to each Non-Employee Director who was a member of the Board on March 16, 2000, the day following the initial adoption of the Plan by the Board.

5.2 Annual Option Grants . Each person who is or becomes a Non-Employee Director on the date of an annual meeting of the Company' s stockholders and whose service will continue after such meeting shall be granted an Option to purchase a number of shares of Common Stock. The number of shares covered by the Option will be equal to the quotient of an amount determined by the Company' s Executive Committee divided by the average closing price of the Common Stock for the five trading days immediately preceding the date of such meeting, subject to adjustment as provided in Paragraph 15, effective as of the date of such meeting.

5.3 Election to Receive Option Grant in Lieu of Annual Cash Retainer . A Non-Employee Director may elect to receive the grant of an Option in lieu of the payment of up to one-half of the annual cash retainer to be paid by the Company for services rendered. The Option granted shall be for a number of shares of Common Stock having a fair market value as of the date of grant equal to three (3) times the amount of annual cash retainer being exchanged for the Option; an election under this Paragraph 5.3 shall be deemed reduced to the extent necessary to ensure that the Option is granted for a number of whole shares only. The Board shall have the right to reasonably revise this 3:1 exchange ratio from time to time. An election made by a Non-Employee Director pursuant to this Paragraph 5.3 must be made prior to the date on which the cash retainer would otherwise have been payable by the Company.

6. Option Price . Subject to Paragraph 15, the option price of each share of Common Stock purchasable under any Option granted under the Plan shall equal the fair market value of such share of Common Stock on the date of grant of the Option.

For purposes of this Plan, the " fair market value" of the Common Stock on any date means (i) if the Common Stock is listed on a national securities exchange or quotation system, the closing sales price reported for composite transactions in exchange or quotation system listed securities on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Common Stock is not listed on a national securities exchange or quotation system, by such other method as the Board determines in good faith to be reasonable.

7. Exercisability and Duration of Options .

7.1 All Options granted under the Plan shall:

(a) be nonqualified options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),

(b) terminate and expire ten (10) years after the date granted, subject to earlier termination as provided in Paragraphs 7.2, 7.3 and 7.4,

(c) not be exercised for a period of six (6) months from the date of grant subject to Paragraphs 5.1 and 14, and

(d) be exercisable in the manner provided in Paragraph 8.

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7.2 Termination of Service . Subject to Paragraphs 7.3 and 7.4, if a person shall cease to be a Non-Employee Director for any reason while holding an unexercised Option that has not expired, such person, or in the case of his or her death or adjudication of incompetency, his or her executors, administrators, distributees, guardian or legal representative, as the case may be, may, at any time until the earlier to occur of the (y) third anniversary of the date of cessation and (z) the tenth anniversary of the date of grant, exercise the Option with respect to any shares of Common Stock as to which it is exercisable on the date the person ceased to be a Non-Employee Director. To the extent that Options granted hereunder were not exercisable on the date the person ceased to be a Non-Employee Director, such Options shall terminate.

7.3 Participation in a Competing Business . If a person shall cease to be a Non-Employee Director for any reason while holding an Option that has not expired and has not been fully exercised, such Option will terminate immediately if and at such time as such person, acting alone or with others, directly or indirectly, shall engage, either as employee, employer, independent contractor, consultant, advisor, or director, or as an owner, investor, partner, or stockholder unless such person' s interest is insubstantial, in any business in an area or region in which the Company or any subsidiary or affiliate conducts business at the date the event occurs, which is directly in competition with a business then conducted by the Company or any subsidiary or affiliate. The Board shall, in its discretion, determine which lines of business the Company or any subsidiary or affiliate conducts on any particular date and which third parties may reasonably be deemed to be in competition with the Company or any subsidiary or affiliate. For purposes of this Paragraph 7.3, a person' s interest as a stockholder is insubstantial if it represents beneficial ownership of less than three percent of the outstanding class of stock, and a person' s interest as an owner, investor or partner is ...