BEAR STEARNS COMPANIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                           Exhibit 10 (a) (6)


                         THE BEAR STEARNS COMPANIES INC.
                           RESTRICTED STOCK UNIT PLAN

                           (enacted November 29, 2000)


1. Purpose. The purpose of The Bear Stearns Companies Inc. Restricted 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
additional  incentive  inherent in the ownership of the Company's  common stock,
par value $1.00 per share (the  "Common  Stock"),  by selected  employees of the
Company and its  subsidiaries who are important to the success and growth of the
business  of the Company  and its  subsidiaries  and to help the Company and its
subsidiaries  secure and retain the services of such persons.  The Plan provides
for  discretionary   grants  of  stock  units   ("Restricted  Stock  Units")  to
participating employees of the Company and its subsidiaries,  which grants shall
be  subject  to the  terms  and  conditions  set  forth  in the  Plan and in the
agreement evidencing such Award. Such units can be granted by the Committee,  as
hereinafter defined, based upon both future and past services.

2. Committee.

     2.1  Administration.  The Plan shall be  administered  by the  Compensation
     Committee (the  "Committee")  of the Board of Directors of the Company (the
     Board of Directors). Any vacancy on the Committee, whether due to action of
     the  Board  of  Directors  or due to any  other  cause,  may be  filled  by
     resolution  adopted by the Board of Directors.  The full Board of Directors
     may perform any function of the Committee hereunder, in which case the term
     "Committee"  shall refer to the Board.  The express  grant of any  specific
     power to the  Committee,  and the  taking of any  action by the  Committee,
     shall not be construed as limiting any power or authority of the Committee.
     The  Committee  may  delegate to officers or managers of the Company or any
     subsidiary  or  affiliate,  or committees  thereof,  authority,  other than
     authority to make grants under the Plan,  to perform such  functions as the
     Committee may determine,  including  administrative  functions,  subject to
     such terms as the Committee shall determine.

     2.2  Interpretation.  The Committee  shall have full power and authority to
     interpret  the  provisions  of the Plan  and any  agreement  evidencing  or
     relating to an award of Restricted  Stock Units  ("Award")  under the Plan,
     and to determine  any and all  questions  arising  under the Plan,  and its
     decisions shall be final and binding on all participants in the Plan.

3. Shares  Subject to  Grants.

     3.1 Number of Shares.  Subject to the adjustment provisions of Section 3.3,
     the  number of shares of Common  Stock that may be issued or  delivered  in
     connection  with awards of Restricted  Stock Units under the Plan shall not
     exceed  10,000,000  shares.  The  Committee may adopt  reasonable  counting
     procedures to ensure appropriate  counting,  avoid double counting and make
     adjustments  if the number of shares  actually  delivered  differs from the
     number of shares  previously  counted in connection  with an Award.  Shares
     subject to an Award that is canceled, expired,  forfeited,  settled in cash
     or  otherwise  terminated  without a delivery of shares to the  participant
     will again be available for Awards,  and shares  withheld or surrendered in
     payment of the taxes  relating  to an Award  shall be deemed to  constitute
     shares not  delivered  to the  participant  and shall be deemed again to be
     available for Awards under the Plan.

<PAGE>

     3.2  Character  of Shares;  Reservation  of Shares.  Shares of Common Stock
     delivered under the Plan shall be issued Common Stock held in the Company's
     treasury.  At all times, there shall be reserved for award under the Plan a
     number of shares of Common Stock equal to the maximum  number of shares set
     forth in  Section  3.1,  reduced  by such  number of shares  that have been
     previously issued or delivered as a result of this Plan.

     3.3  Adjustments.  In the event that any large,  special and  non-recurring
     dividend  or other  distribution  (whether  in the form of cash or property
     other than Common Stock), recapitalization, forward or reverse split, stock
     dividend,  reorganization,  merger, consolidation,  spin-off,  combination,
     repurchase,  share  exchange,  liquidation,  dissolution  or other  similar
     corporate  transaction  or event  affects  the  Common  Stock  such that an
     adjustment is determined by the Committee to be appropriate under the Plan,
     then the Committee  shall, in such manner as it may deem equitable,  adjust
     any or all of the  number and kind of shares  reserved  and  available  for
     Awards  under  the  Plan  and the  number  and kind of  shares  subject  to
     outstanding Restricted Stock Units.

4. Employees Eligible.

Awards may be  granted  to any  employee  who holds the  position  of a managing
director or below,  whom the  Committee  selects for  participation  for a given
performance year. Employees who hold the position of senior managing director or
above shall not be eligible to be granted  Awards under the Plan.  An individual
receiving any Award under the Plan is referred to herein as a "participant." Any
reference herein to the employment of a participant by the Company shall include
his or her employment by the Company or any of its subsidiaries.

5. Restricted  Stock Units.

     5.1 In General.  For the fiscal 2000  performance year and each performance
     year  thereafter   during  which  the  Plan  remains  in  effect  (each,  a
     "Performance  Year"),  each eligible employee selected to participate shall
     be  granted  an  award of  Restricted  Stock  Units.  Each  Award  shall be
     evidenced by an agreement which shall set forth the terms and conditions of
     such Award, including without limitation, the date or dates upon which such
     Award  shall vest and the  circumstances  (including,  without  limitation,
     Termination of Employment, as defined in Section 6.3, or failure to satisfy
     one or more restrictive covenants or other ongoing obligations) under which
     such Award  shall not vest.  The Award  shall also be subject to such other
     terms and  conditions  not  inconsistent  herewith as the  Committee  shall
     determine.

     5.2 Nature of Restricted Stock Units; Accounts.  Each Restricted Stock Unit
     represents a right to receive one share of Common Stock upon  settlement at
     the end of the  Deferral  Period (as defined  below),  subject to a risk of
     cancellation  and to the other terms and  conditions set forth in the Plan,
     the agreement  evidencing the Award and any additional terms and conditions
     set by the Committee.  The Company shall  establish and maintain an account
     for the participant to record  Restricted  Stock Units and transactions and
     events  affecting  such  units.  Restricted  Stock  Units and  other  items
     reflected in the account will  represent  only  bookkeeping  entries by the
     Company to evidence unfunded obligations of the Company.

<PAGE>

     5.3 Deferral Period and Settlement  Date.  Except as otherwise  provided in
     this Section 5.3,  Section 6 or Section 7,  Restricted  Stock Units (if not
     previously cancelled) will be automatically settled on or about the date or
     dates set forth in the agreement evidencing the Awards. The period from the
     date of the Award  through  the date of  settlement  is  referred to as the
     "Deferral  Period." The  Committee may permit the  participant  to elect to
     further defer settlement  (thereby extending the Deferral Period),  subject
     to such terms and  conditions as the  Committee  may specify.  In addition,
     unless otherwise  determined by the Committee,  if the Committee reasonably
     determines  that any  settlement of Restricted  Stock Units would result in
     payment of  compensation  to a participant  which is not  deductible by the
     Company under Code Section 162(m),  such settlement  shall be automatically
     deferred to the extent  necessary to avoid  payment of such  non-deductible
     compensation,  with this automatic  deferral of each Restricted  Stock Unit
     continuing only until such date as settlement can be effected  without loss
     of deductibility by the Company under Section 162(m).

     5.4 Vesting of Restricted Stock Units.  Unless otherwise  determined by the
     Committee or unless  otherwise  provided in the  agreement  evidencing  the
     Award,  in the event of the  participant's  Termination  of Employment  (as
     defined in Section 6.2), the participant's Restricted Stock Units which are
     not vested as of the date of such Termination of Employment, shall not vest
     and shall be immediately cancelled for no value.

     5.5 Dividend  Equivalents.  Restricted Stock Units granted to a participant
     shall be credited with dividend equivalent as provided in this Section 5.5.
     Dividend equivalents shall be subject to the terms and conditions set forth
     in the agreement evidencing the Award.

          (i) Cash Dividends.  If the Company  declares and pays a cash dividend
          on Common Stock,  then a number of additional  Restricted  Stock Units
          shall be credited to the  participant  as of the payment date for such
          dividend equal to (A) the number of Restricted Stock Units credited to
          the participant as of the record date for such dividend, multiplied by
          (B) the amount of cash  actually  paid as a dividend  on each share at
          such payment date,  divided by (C) the Fair Market Value of a share of
          Common Stock at the ex-dividend date.

          (ii) Non-Stock Dividends.  If the Company declares and pays a dividend
          on Common  Stock in the form of  property  other than shares of Common
          Stock,  then a number of  additional  Restricted  Stock Units shall be
          credited to the  participant  as of the payment date for such dividend
          equal to (A) the number of  Restricted  Stock  Units  credited  to the
          participant as of the record date for such dividend, multiplied by (B)
          the fair market value of any property other than shares  actually paid
          as a dividend on each share at such payment  date,  divided by (C) the
          Fair Market Value of a share of Common Stock at the ex-dividend date.

          (iii) Modifications to Dividend  Equivalents Policy.  Other provisions
          of this  Section 5.5  notwithstanding,  the  Committee  may modify the
          manner of payment or crediting of dividend equivalents  hereunder,  in
          order to  coordinate  the value of a  participant's  accounts with any
          trust   holding   shares   established   under   Section   5.10,   for
          administrative convenience, or for any other reason.

<PAGE>

     5.6 Vesting,  Settlement  and Other Terms  Applicable to  Restricted  Stock
     Units Resulting from Dividends.  Additional Restricted Stock Units credited
     under  Section  5.5 will be  subject  to the same  terms,  including  terms
     governing  vesting,  cancellation and Deferral  Periods,  as the underlying
     Restricted Stock Units.

     5.7  Restriction on  Transferability  During  Deferral  Period.  During the
     Deferral Period, the participant shall not be permitted to sell,  transfer,
     pledge,  or  otherwise  encumber the  Restricted  Stock Units or the shares
     issuable in settlement thereof,  except to the extent specifically approved
     by the Committee or as provided in the agreement evidencing the Award.

     5.8 Delivery of Shares in Settlement of Restricted Stock Units;  Fractional
     Shares.  The Company may make delivery of shares hereunder in settlement of
     Restricted  Stock  Units  by  either  delivering  one or more  certificates
     representing such shares to the participant,  registered in the name of the
     participant (and any joint name, if so directed by the participant),  or by
     depositing  such shares into an account  maintained for the participant (or
     of  which  the  participant  is a joint  owner,  with  the  consent  of the
     participant)  by a  broker-dealer  affiliated  with the Company or any such
     account  established  in  connection  with any Company plan or  arrangement
     providing for investment in Common Stock and under which the  participant's
     rights are similar in nature to those under a stock brokerage  account.  If
     the  Committee  determines  to settle  Restricted  Stock  Units by making a
     deposit  of  shares  into such an  account,  the  Company  may  settle  any
     fractional  Restricted  Stock  Unit by  means  of such  deposit.  In  other
     circumstances  or if so  determined  by the  Committee,  the Company  shall
     instead  pay  cash in lieu  of  fractional  shares,  on such  basis  as the
     Committee  may  determine.  In no event  will  the  Company  in fact  issue
     fractional  shares.   The  Committee  may  determine   whether,   prior  to
     settlement, Restricted Stock Units will be reflected as whole units only or
     include fractional units, and related terms.

     5.9 Definition of "Fair Market Value." Unless  otherwise  determined by the
     Committee, "Fair Market Value" of a share of Common Stock on any date means
     (i),  if the Common  Stock is listed on a national  securities  exchange or
     quotation system reporting last-sale  information,  the closing sales price
     on such  exchange  or  quotation  system 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;  (ii), if the Common Stock is
     not listed on a national  securities exchange or quotation system providing
     last-sale  information,  the mean  between  the bid and  offered  prices as
     quoted by in the Nasdaq System for such date; or (iii),  if the fair market
     value cannot be determined under clause (i) or (ii) hereof,  the fair value
     as  determined  by such other method as the  Committee  determines  in good
     faith to be reasonable.

<PAGE>

     5.10 Trusts.  The Committee may, in its  discretion,  establish one or more
     trusts and deposit therein amounts of cash, Common Stock, or other property
     not  exceeding  the amount of the Company's  anticipated  obligations  with
     respect to a  participant's  account  established  under this Section 5. In
     such  case,  the  amounts  of  hypothetical  income  and  appreciation  and
     depreciation  in value of such account  shall be equal to the actual income
     on, and  appreciation  and  depreciation  of, the assets in such  trust(s).
     Other provisions of the Plan notwithstanding, the timing of allocations and
     other  events  relating to assets in such  account may be varied to reflect
     the timing of allocations and events relating to actual  investments of the
     assets of such trust(s).

6. Certain Termination Provisions.  In the event of a participant's  Termination
of Employment  by reason of death,  the following  provisions  shall apply.  The
consequences of a  participant's  Termination of Employment for any other reason
shall be as set forth in the agreement evidencing the Award.

     6.1 Death. In the event of a participant's Termination of Employment due to
     death  Restricted Stock Units shall become fully vested at the date of such
     Termination  of  Employment,  and the Deferral  Period  applicable  to such
     Restricted Stock Units shall end and such units shall be settled in full by
     delivery of shares as promptly as practicable following such Termination of
     Employment.

     6.2 For purposes of this Plan:  "Termination of Employment" means the event
     by which participant ceases to be employed by the Company or any subsidiary
     of the Company and, immediately thereafter, is not employed by or providing
     substantial  services to any of the Company or a subsidiary of the Company.
     Neither (i) a transfer of an employee  from the Company to a subsidiary  or
     other affiliate of the Company to another, nor (ii) a duly authorized leave
     of absence, shall be deemed a Termination of Employment.


7. Change in Control.

     7.1 Effect of a Change in  Control.  In the event of a Change in Control of
     the Company,  as defined below,  the Committee may, in its sole discretion,
     provide that any of the following actions shall be taken as a result, or in
     anticipation,  of any such event to assure fair and equitable  treatment of
     participants:

          (i)  acceleration  of vesting of the  Restricted  Stock  Units  and/or
          acceleration  of the termination of the Deferral Period and settlement
          of Restricted Stock Units under the Plan;

          (ii) offer to purchase any  outstanding  Restricted  Stock Units under
          the Plan from the participant  for the award's  equivalent cash value,
          as  determined  by the  Committee,  as of the  date of the  Change  in
          Control or another specified date; or

          (iii) make  adjustments  or  modifications,  such as providing for the
          assumption of the Restricted Stock Units by an acquiror and conversion
          of the underlying  Common Stock to securities of the acquiror,  as the
          Committee  deems  appropriate  to maintain  and protect the rights and
          interests of the participants following such Change in Control.

<PAGE>

Any such action approved by the Committee shall be conclusive and binding on the
Company,  its subsidiaries  and all  participants.

     7.2 Definitions  Relating to Change in Control. To the extent not otherwise
     defined in this Plan, the following terms used in this Section 7 shall have
     the following meanings:

                  "Affiliate" of a Person means any other person or entity which
controls, is controlled by, or under common control with, the Person.

                  "Associate"   of  a  Person  means  (a)  any   corporation  or
organization  of which such  Person is an officer or partner or is,  directly or
indirectly,  the  Beneficial  Owner  of  10% or  more  of any  class  of  equity
securities, (b) any trust or other estate in which such Person has a substantial
beneficial interest or as to which such Person serves as trustee or in a similar
fiduciary  capacity  and (c) any  relative  or  spouse  of such  Person,  or any
relative  of such  spouse,  who has the  same  home as such  Person  or who is a
director or officer of such Person or any of its parents or subsidiaries.

                  "Beneficial  Owner" has the meaning  ascribed  thereto in Rule
13d-3 under the Exchange Act, except that, in any case, a Person shall be deemed
the Beneficial  Owner of any securities  owned,  directly or indirectly,  by the
Affiliates and Associates of such Person.

                  "Change  in  Control"  means  (a) a  majority  of the Board of
Directors  ceases to  consist  of  Continuing  Directors;  (b) any  Person is or
becomes the Beneficial  Owner of 50% or more of the outstanding  voting power of
the Company unless such  acquisition is approved by a majority of the Continuing
Directors;  (c) there is consummated a merger or consolidation of the Company or
any direct or indirect  subsidiary  of the Company  with any other  corporation,
other  than a merger or  consolidation  with  respect to which  requirements  of
clauses  (A) and (B) below  are  satisfied:  (A) the  voting  securities  of the
Company outstanding  immediately prior to such merger or consolidation  continue
to represent (either by remaining  outstanding or by being converted into voting
securities of the surviving  entity or any parent  thereof) more than 50% of the
combined voting power of the securities of the Company or such surviving  entity
or any parent thereof (as the case may be)  outstanding  immediately  after such
merger  or  consolidation  and (B)  individuals  who  constitute  the  Board  of
Directors  immediately  prior  to  the  execution  of the  definitive  agreement
pertaining to such merger or consolidation  continue immediately  following such
merger or  consolidation  to represent at least a majority of the  membership of
the Board of  Directors  of the Company or such  surviving  entity or any parent
thereof (as the case may be);  (d) the  stockholders  of the Company  approve an
agreement to dispose of all or  substantially  all of the assets of the Company,
unless such disposition is approved by a majority of the Continuing Directors.

                  "Continuing  Director"  means  any  member  of  the  Board  of
Directors who is a member on the effective date of the Plan or who is elected to
the Board of  Directors  after  such date  upon the  recommendation  or with the
approval  of a  majority  of the  Continuing  Directors  at  the  time  of  such
recommendation or approval.

<PAGE>

                  "Person" means an individual, a corporation, a partnership, an
association, a joint stock company, a trust, any unincorporated  organization or
a government or a political subdivision thereof.

8. General Provisions.

     8.1  Limitation on Rights  Conferred  Under Plan.  Neither the Plan nor any
     action  taken  hereunder  shall be  construed  as (i) giving  any  eligible
     employee or  participant  the right to continue in the employ or service of
     the Company or a subsidiary or affiliate,  (ii) interfering in any way with
     the right of the Company or a subsidiary  or  affiliate  to terminate  such
     eligible  employee's  or  participant's  employment or service at any time,
     (iii) giving an eligible  employee or  participant  any claim to be granted
     any award under the Plan or to be treated uniformly with other participants
     and employees,  or (iv)  conferring on a participant any of the rights of a
     stockholder of the Company unless and until the  participant is duly issued
     or  transferred  shares of Common Stock in accordance  with the terms of an
     award.  Except as  expressly  provided in the Plan and an Award  agreement,
     neither the Plan nor any Award  agreement  shall confer on any person other
     than the Company and the participant any rights or remedies thereunder.

     8.2 Committee May impose  Conditions;  Right of Setoff.  The Company or any
     subsidiary may, to the extent  permitted by applicable law, deduct from and
     set off against any amounts the Company or a subsidiary  or  affiliate  may
     owe to a  participant  from time to time  pursuant  to any Award  under the
     Plan, any amounts owed by the  participant to the Company or any subsidiary
     or  affiliate,  although  participant  shall remain  liable for any part of
     participant's  payment  obligation not satisfied through such deduction and
     setoff.

     8.3 Tax  Withholding  Obligation.  Whenever  under  the Plan a  participant
     incurs  federal income tax  liability,  obligations  with respect to Social
     Security and Medicare taxes, or other tax obligations in connection with an
     Award,  whether at the time of grant,  vesting or  settlement of Restricted
     Stock Units,  the Company  shall be entitled to require,  as a condition of
     grant,  vesting, or settlement of the award, that the participant remit or,
     in  appropriate  cases,  agree to remit  when due an amount  sufficient  to
     satisfy all federal,  state and local withholding tax requirements relating
     thereto. At the election of the Company, such mandatory withholding amounts
     may be remitted by check payable to the Company, in shares of Common Stock,
     by the  Company's  withholding  of  shares  of  Common  Stock  issuable  or
     deliverable hereunder, or any combination thereof; provided,  however, that
     in no  event  may  shares  be  withheld  to  satisfy  a tax  obligation  of
     participant in excess of the mandatory tax withholding  obligations arising
     in  connection  with  the  participant's  award.  If so  determined  by the
     Committee,  a participant may be permitted to elect from among  alternative
     methods of satisfying withholding obligations.

     8.4 Certain Limitations  Relating to Accounting  Treatment of Awards. Other
     provisions of the Plan notwithstanding,  if any right under this Plan would
     cause a transaction  to be ineligible for  pooling-of-interests  accounting
     that would,  but for the right  hereunder,  be eligible for such accounting
     treatment,   such   right   shall  be   automatically   adjusted   so  that
     pooling-of-interests   accounting   shall  be   available,   including   by
     substituting  Common  Stock  having a fair  market  value equal to any cash
     otherwise payable in respect of any right which would cause the transaction
     to be ineligible for pooling-of-interests accounting.

<PAGE>

     8.5 Governing Law. The validity,  construction, and effect of the Plan, any
     rules and regulations relating to the Plan and any award agreement shall be
     determined  in accordance  with the laws of the State of New York,  without
     giving effect to principles of conflicts of laws, and applicable provisions
     of federal law.

     8.6  Nonexclusivity  of the Plan.  The adoption of the Plan by the Board of
     Directors  shall not be construed as creating any  limitations on the power
     of the Board of  Directors  or a  committee  thereof  to adopt  such  other
     incentive arrangements,  apart from the Plan, as it may deem desirable, and
     such  other  arrangements  may be either  applicable  generally  or only in
     specific cases.

     8.7  Changes  to the Plan and  Awards.  The Board of  Directors  may amend,
     suspend or terminate the Plan or the Committee's  authority to grant Awards
     under the Plan  without the  consent of  participants;  provided,  however,
     that, without the consent of an affected participant,  no such Board action
     may materially and adversely  affect the rights of such  participant  under
     any  outstanding  Award.  The  Committee  may amend any  outstanding  Award
     without the consent of the affected participant;  provided,  however, that,
     without such consent,  no such action may materially  and adversely  affect
     the rights of such participant under any outstanding Award. For purposes of
     this  Section  8.7,  accelerated  settlement  of  an  Award  shall  not  be
     considered  a  materially  adverse  affect on the rights of a  participant,
     regardless of the tax consequences to such participant.

     8.8 Compliance with Legal and Other  Requirements.  The Company may, to the
     extent  deemed  necessary  or  advisable  by the  Committee,  postpone  the
     issuance or delivery of shares or payment of other benefits under any Award
     until  completion of registration or  qualification  of the Common Stock or
     other  required  action under any federal or state law, rule or regulation,
     listing or other  required  action  with  respect to any stock  exchange or
     automated  quotation system upon which the Common Stock or other securities
     of the  Company  are  listed  or  quoted,  or  compliance  with  any  other
     obligation of the Company, as the Committee may consider  appropriate,  and
     may require any  participant  to make such  representations,  furnish  such
     information  and comply with or be subject to such other  conditions  as it
     may consider  appropriate  in  connection  with the issuance or delivery of
     shares or payment of other  benefits in compliance  with  applicable  laws,
     rules, and regulations, listing requirements, or other obligations.

9. Plan  Effective  Date and  Termination.

The Plan shall become effective on November 29, 2000. Unless earlier  terminated
by action of the Board of  Directors,  the Plan will remain in effect until such
time as no shares of Common Stock remain  available for delivery  under the Plan
and the Company has no further rights or obligations with respect to outstanding
Awards under the Plan.


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</DOCUMENT>
