CERTIFICATE OF TRUST
                                       OF
                          BEAR STEARNS CAPITAL TRUST V


     THIS  Certificate  of Trust of Bear Stearns  Capital Trust V (the "Trust"),
dated  as of  November  4,  1998  is  being  duly  executed  and  filed  by  the
undersigned,  as trustees,  to form a business trust under the Delaware Business
Trust Act (12 Del.C. Section 3801, et seq.).

     1. Name.  The name of the  business  trust  formed  hereby is Bear  Stearns
Capital Trust V.

     2. Delaware  Trustee.  The name and business  address of the trustee of the
Trust with a principal  place of  business  in the State of  Delaware  are Chase
Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801.

     3.  Effective  Date.  This  Certificate  of Trust shall be  effective  upon
filing.

     IN WITNESS WHEREOF, the undersigned,  being the trustees of the Trust, have
executed this Certificate of Trust as of the date first-above written.

                                  CHASE MANHATTAN BANK DELAWARE,
                                           as Delaware Trustee


                                  By: /s/ Denis Kelly
                                      -------------------------------
                                      Name:  Denis Kelly
                                      Title: Trust Services Administration 
                                             Officer


                                  THE CHASE MANHATTAN BANK,
                                          as Property Trustee


                                  By: /s/  William G. Keenan
                                      -------------------------------
                                      Name:  William G. Keenan
                                      Title:  Trust Officer