Exhibit (10)(a)(6)
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THE BEAR STEARNS COMPANIES INC.
AMENDMENT TO THE CAPITAL ACCUMULATION PLAN
RESOLVED, that The Bear Stearns Companies Inc. Capital
Accumulation Plan for Senior Managing Directors, as amended and
restated as of July 1, 1993 (the "Plan"), be, and hereby is, amended
as follows:
1. The definition of "Enrollment Period" in
Section 2.1 of the Plan is amended in its entirety
to read as follows:
"Enrollment Period" in respect of a Plan Year
means the period commencing with the first day of
the fiscal quarter immediately preceding such Plan
Year and ending on December 31 of such Plan Year
or such shorter period contained therein
designated by the Board Committee. Without
limiting the generality of the foregoing, the
Board Committee may designate one Enrollment
Period for individuals who are Eligible Employees
on the first day of a Base Year and one or more
Enrollment Periods for individuals who become
Eligible Employees after the first day of a Base
Year; provided, however, with respect to Reporting
Persons in no event shall an Enrollment Period end
less than six months before the beginning of the
applicable Deferral Period; provided, further,
that with respect to participants in The Bear
Stearns Companies Inc. Management Compensation
Plan in no event shall any Enrollment Period in
respect of any Plan Year extend into such Plan
Year so as to allow a Participant to make an
election to increase or decrease the deferral
amount or Deferral Period relating to such Plan
Year.
2. The definition of "Adjusted Earnings Per Share" in
Section 2.1 of the Plan is amended by deleting the reference
therein to the term "Effective Tax Rate" and substituting in
lieu thereof the term "Marginal Tax Rate."
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3. The definition of "Pre-Plan Earning Per
Share" in Section 2.1 of the Plan is amended in
its entirety to read as follows:
"Pre-Plan Earnings Per Share" means, for any
Fiscal Year, (a) the sum of (i) the Company's
consolidated net income or loss for such Fiscal
Year less (ii) the amount of the Preferred Stock
Dividend Requirement for such Fiscal Year, plus
(iii) the amount obtained by multiplying the
Aggregate Imputed Costs of the Plan deducted in
the calculation of consolidated net income or loss
for such Fiscal Year by the fraction which is one
minus the Marginal Tax Rate for such Fiscal Year,
divided by (b) the sum of (x) the number of shares
of Common Stock outstanding during such Fiscal
Year, computed on a weighted average basis based
on the number of days outstanding during such
Fiscal Year, (y) the aggregate number of CAP Units
credited to the Accounts of all Participants
computed on a weighted average basis based on the
number of days outstanding during such Fiscal Year
but not including in such computation the day that
the CAP Units are credited, increased or decreased
pursuant to Section 5.1, 5.3 or 5.10 of the Plan,
and (z) the aggregate number of Earnings Units
credited to the Earnings Unit Accounts of all
participants in the PUP Plan computed on a
weighted average basis based on the number of days
outstanding during such Fiscal Year but not
including in such computation the day that
Earnings Units are credited, increased or
decreased pursuant to Section 4.2 or 4.5 of the
PUP Plan.
4. The definition of "Income Per Share" in
Section 2.1 of the Plan is amended by adding the
following language at the end thereof:
, and may be decreased, but not increased, by such
amount determined by the Board Committee in its
sole discretion as appropriate to carry out the
purposes of the Plan.
RESOLVED, that Amendment 1 above shall be effective as of the
date hereof.
RESOLVED, that the Amendments 2 and 3 above shall be effective
July 1, 1994, subject to stockholder approval at the 1994 Annual
Meeting of Shareholders of the Corporation.
RESOLVED, that Amendment 4 shall be effective July 1, 1994.