Certificate of Elimination of 7.88% Cumulative Preferred Stock, Series B by The Bear Stearns Companies Inc.

Summary

The Bear Stearns Companies Inc. has officially eliminated its 7.88% Cumulative Preferred Stock, Series B, as authorized by its Board of Directors and in accordance with Delaware law. No shares of this series are outstanding or will be issued, and all references to this stock series are removed from the company's Certificate of Incorporation. The shares previously designated as Series B now revert to authorized but unissued preferred stock without any specific series designation.

EX-4.(D)(10) 6 be626061_ex4d10.txt CERTIFICATE OF ELIMINATION OF THE 7.88% Exhibit 4(d)(10) CERTIFICATE OF ELIMINATION OF THE 7.88% CUMULATIVE PREFERRED STOCK, SERIES B THE BEAR STEARNS COMPANIES INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) The Bear Stearns Companies Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), certifies as follows: FIRST: The Certificate of Designations filed on March 23, 1993 and constituting part of the Corporation's Certificate of Incorporation (the "Certificate of Designations") authorizes the issuance of 937,500 shares of a series of Preferred Stock designated 7.88% Cumulative Preferred Stock, Series B, par value $1.00 per share, with a stated value of $200.00 per share (the "7.88% Series B Preferred Stock"). SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the "DGCL"), the Board of Directors of the Corporation adopted the following resolutions: RESOLVED, that none of the authorized shares of the 7.88% Series B Preferred Stock are outstanding and none of the authorized shares of such series of Preferred Stock will be issued subject to the Certificate of Designations; and RESOLVED, that the Secretary of the Corporation is authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, substantially in the form attached as an exhibit to these resolutions, with such changes therein as the Secretary may approve and as are permitted by the DGCL to be made by such officer, such approval to be conclusively evidenced by the Secretary's execution of such Certificate of Elimination, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all references to the 7.88% Series B Preferred Stock in the Certificate of Incorporation of the Corporation shall be eliminated and the shares of 7.88% Series B Preferred Stock shall resume the status of authorized and unused shares of Preferred Stock of the Corporation, without designation as to series. THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all references to 7.88% Series B Preferred Stock in the Certificate of Incorporation of the Corporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series. IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Kenneth L. Edlow, its Secretary, this 9 day of January, 2002. THE BEAR STEARNS COMPANIES INC. By: /s/ Kenneth L. Edlow _____________________________________ Name: Kenneth L. Edlow Title: Secretary