AGREEMENT AND RELEASE

EXHIBIT 10.1

AGREEMENT AND RELEASE

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CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE.

BY SIGNING THIS AGREEMENT AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT

LEGAL RIGHTS.

This agreement ("Agreement"), made as of this 15th day of November, 2007,

by and among The Bear Stearns Companies Inc. ("TBSCI"), Bear, Stearns & Co. Inc.

("BSC"), and each of their subsidiaries, affiliates, divisions and stockholders,

and each of their respective past and present officers, directors, employees and

agents, whether as individuals or in their official capacity, and each of their

respective successors and assigns (hereinafter collectively referred to as "Bear

Stearns" or the "Firm"), with its principal place of business at 383 Madison

Avenue, New York, New York 10179, and Warren Spector ("Employee"), his heirs,

executors, administrators, agents, successors, assigns and dependents.

WHEREAS, Employee is an employee and Senior Managing Director of Bear

Stearns; and

WHEREAS, Bear Stearns and Employee (the "Parties") each desire an amicable

cessation of the employee relationship; and

WHEREAS, the Parties desire to set forth understandings and arrangements

regarding Employee's work duties, obligations and rights during the period from

the date of August 5, 2007 to close of business Friday, December 28, 2007 (the

"Transition Period"), and to set forth certain understandings and arrangements

thereafter;

NOW, THEREFORE, in consideration of the covenants and promises contained

herein and for other good and valuable consideration, receipt of which is hereby

acknowledged, Employee and Bear Stearns hereby agree as follows:

1. The Parties acknowledge that Employee shall and did resign all his

positions of officership, directorship and committee memberships from all Bear

Stearns entities effective Sunday, August 5, 2007, including as a member of the

Executive Committee of TBSCI and as a member of the Management and Compensation

Committee of TBSCI, and, inter alia, from the Boards of Directors of TBSCI and

BSC, remaining however as an employee and a Senior Managing Director through the

latest date of close of business December 28, 2007. During the Transition

Period, Employee's employment status remains as an employee-at-will, meaning

that Employee or the Firm may end employment prior to

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December 28, 2007 with or without Cause. During the Transition Period, Employee

is and was bound by all laws, rules, regulations and policies applicable to the

Firm including the Code of Conduct, and represents now that he has acted in

accordance with said laws, rules, regulations, Code and policies. The Firm

agrees, however, that it waives its rights to terminate Employee during the

Transition Period unless it is discovered that Employee has violated in the

past, or violates in the future, a material law or a material rule, regulation

or policy of the Firm, including the Code of Conduct, or a material term of this

Agreement, including but not limited to the duty to cooperate and the covenants

of confidentiality, non-disparagement, and non solicitation; in the unlikely

event of such an act, then the Firm will have the right to terminate Employee

during the Transition Period and this termination shall be for Cause; if

Employee is terminated for Cause, he will be treated in that respect for all

plans. The Firm is not currently aware of facts that constitute grounds to

terminate Employee for Cause pursuant to this paragraph.

2. August 5, 2007 may be referred to as the "End Date"; close of business

Friday, December 28, 2007 shall be referred to as the "Last Date," unless

Employee resigns on an earlier date per paragraph 1 above, in which case there

may be an earlier "Resignation Date," or if Employee is terminated employment

for Cause, in which case the last date of employment will be a "Termination

Date". The date ten days after Bear Stearns' receipt back of this Agreement and

Release, fully executed by Employee (provided that there has been no revocation

in the statutory seven (7) day period post execution by Employee), shall be the

"Effective Date."

In consideration for Employee's execution of this agreement, which

includes the annexed general release (collectively, the "Agreement"), and in

consideration of the Employee's release of any claims against Bear Stearns,

provided that there is no revocation of this Agreement by Employee within the

seven (7) day period immediately post execution (said revocation required to be

in a writing and delivered within said seven (7) day period to Bear Stearns,

Attn.: Michael Solender), and in full and complete consideration for Employee's

promises, covenants and agreements set forth herein, the Firm agrees to the

following:

3. Bear Stearns shall continue to make regular payroll payments to

Employee in the usual bi-weekly "SMD" amounts through the earlier of Last Date,

Resignation Date or Termination Date as applicable.

4. Options

For purposes of the Option Plans as defined herein, the Compensation

Committee is authorizing "termination without Cause" treatment for Employee, who

was a member of Executive Committee,

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provided this Agreement is executed and not revoked. Employee will continue to

be treated in accordance with, and be subject to, the applicable Stock Award

Plans and the applicable "Terms and Conditions of Stock Option Awards Granted to

Employee (the "Participant") under The Bear Stearns Companies Inc. Stock Award

Plans," as Amended and Restated, under which each option grant was awarded.

Thus, Employee's 2004 Options will vest on December 28, 2007 if Employee is an

employee in Good Standing on that date as that term is defined in the plan

documents. Accordingly, it is required that Employee will execute and not revoke

and will adhere to this Agreement in order to get the treatment as set forth in

this paragraph. Any of Employee's Options not exercised by Employee within the

applicable exercise period shall be cancelled. Notwithstanding the foregoing, if

during the applicable exercise period, Employee fails to comply with Sections

6(a)(ii) (Confidentiality Requirement) 6(a)(iii) (Non-Disparagement

Requirement), 6(a)(iv) (Cooperation Requirement) or 6(a)(v)(B) (Employee

Non-Solicitation Requirement, as amended by this Agreement to refer to employees

except Sandra Collins, certain consultants, independent contractors and certain

recruits of the Firm only) of the Terms and Conditions Documents, Employee's

right to exercise Employee's Options shall be cancelled as of the initial date

of any such failure.

5. For purposes of the Capital Accumulation Plan ("CAP"), the Compensation

Committee is authorizing "termination without Cause" treatment. To the extent

Employee was granted any awards of Capital Accumulation Plan ("CAP") Units under

The Bear Stearns Companies Inc. Capital Accumulation Plan for Senior Managing

Directors, as Amended and Restated (the "CAP Plan"), Employee's CAP Units

grant(s) will continue to be treated in accordance with, and be subject to, the

CAP Plan and the applicable "Terms and Conditions of CAP Unit Award Granted to

Employee (The `Participant') under The Bear Stearns Companies Capital

Accumulation Plan for Senior Managing Directors," under which any such grants

were awarded (the applicable "CAP Terms and Conditions Document") except as

modified in this paragraph. Accordingly, if Employee executes and does not

revoke and complies with this Agreement, Employee will be treated as if he was

terminated without Cause under the Plan and therefore, in that event of

compliance, all outstanding CAP and Earning Units with respect to which the

Vesting Date has not occurred as of the date of the Resignation Date or Last

Date (whichever is applicable) shall become fully vested 180 days after said

Last or Resignation Date and then, in that event of compliance, all such vested

units will be distributed in accordance with the regular CAP distribution

schedules, such that distribution will occur each year through 2011

(distribution occurs for each tranche on or about the five year mark measured

from the original award date). Employee will be credited with Earnings for

Fiscal Year 2007 only through the last full month of employment. Similarly if

Employee stays to Last Date, he will receive

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earnings for the full fiscal year 2007 and start to receive dividend treatment

for the FY 2008 commencing December 1, 2007. The non-solicitation provision of

the CAP Plan will be enforced but it will not be considered a violation of the

terms of the CAP Plan (or Option Plans) for Employee to hire his executive

secretary Sandra Collins.

6. Employee made investments in the Firm's private equity "Employee

Funds": Bear Stearns Health Innoventures Employee Fund and BSC Employee Funds I,

IV, V, VII and VIII, which shall be treated as follows:

Generally, the Employee Funds treat a departing employee as a

retiree if the employee leaves as of a date as to which he then qualifies for

retirement treatment; it is not an elective process.

Employee remains subject to all the conditions of each Fund's

limited partnership agreement and each Fund's subscription agreement as executed

by the employee.

Notwithstanding the foregoing, Bear Stearns hereby agrees that with

respect to the non-competitive clauses of the Employee Funds during the period

of retirement, the Firm agrees, that provided all other provisions are adhered

to, the Firm will enforce non-competition only with regard to a position with a

direct competitor, meaning that Employee cannot take a position as employee,

partner, officer, director, consultant, contractor to or advisor for, a

broker-dealer, a bank which provides investment advice or an investment bank;

the Firm will waive its rights and allow competitive activity during the

retirement period with a hedge fund.

7. In the event there is a TBSCI 2007 PERFORMANCE COMPENSATION PLAN

EXECUTIVE COMMITTEE POOL bonus paid to participants in the Executive Committee

pool, Employee is eligible to receive a pro rata bonus for fiscal year 2007 ("FY

2007"), such pro rata fraction being 248/365 of the points allocation and

formula agreed to by the Compensation Committee in February 2007, but also

reflecting further any Executive Committee group negative discretion, noting

that the Firm agrees not to exercise any negative discretion toward Employee

solely. The Firm agrees to pay the bonus all in cash, without any component

being payable in non-cash compensation. The bonus, if any, will be payable to

Employee on FY 2007 bonus payday, anticipated to be January 2008, but in any

event no later than February 15, 2008.

8. Bear Stearns will deliver to Employee's attorneys who represented him

in this employment matter, including but not limited to Jeffrey Liddle, Esq., of

Liddle & Robinson, LLP, 800 Third Avenue, New York, New York 10022, a total

amount capped at $38,000, subject to a filing of IRS

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Form 1099s reporting the income for the law firm(s) and Employee. Bear Stearns

makes no representations or guarantees as to the tax consequences of the payment

of the attorneys' fees amount. If it is determined by a taxing authority that

these payments should have been considered wages, then Employee will be

responsible for paying all amounts including but not limited to interest,

penalties or costs, assessed against Bear Stearns and/or Employee as a result of

such a determination. To the extent any such payment shall be made by Bear

Stearns by check, the Firm must receive a written instruction from Employee

regarding the payments with applicable bills from the relevant attorneys. Any

billing attorney must provide an EIN number prior to payment with the attorney's

bill. To the extent the employee directs payment to Liddle & Robinson, LLP, the

Firm will use EIN #13-3226440. Any such payment will occur no sooner than two

weeks after the Firm's receipt back of this Agreement, executed by the Employee

(provided there is no revocation, as set forth above), and the Firm's receipt of

all accompanying documentation for payment as noted herein.

9. Employee will maintain those brokerage accounts at the Firm as required

by law, rule, regulation or policy as long as he is an employee of the Firm, and

Employee will maintain one or more brokerage accounts, at an appropriate

commission rate, at Bear Stearns after Last Date or Resignation Date (whichever

is applicable) through the last CAP distribution date in 2011 in order to

facilitate the distribution of stock from the CAP Plans, with that one account

being in Employee's sole name, with a signed customer agreement. It is agreed

and understood that Employee may "ACAT" to another broker-dealer one or more

managed account over which neither he nor a Bear Stearns employee exercises

trading discretion, and that such transfer may have occurred prior to the

execution date of this Agreement in which event Employee will take all necessary

steps to ensure that Bear Stearns receives duplicate confirmations and account

statements for all transactions, in compliance with Firm policy and industry

rules applicable to employee accounts held away from the Firm, for as long as is

required by law, rule, regulation or policy.

10. A Form U-5 for Employee will be filed no later than thirty (30) days

after the Last Date or Resignation Date and will select as choice "Other," and

give the reason as "Mutual Agreement." Bear Stearns will provide Employee's

counsel with a copy of the draft U-5 to review, in or about early December 2007.

Should Bear Stearns become aware of facts that will affect this U-5 language,

Bear Stearns will notify appropriate counsel for Employee and will endeavor to

show draft U-5 language before filing, understanding that ultimately U-5

language is Firm drafted.

11. During the Transition Period and after the Last Date or Resignation

Date (as applicable), Bear Stearns will indemnify Employee as set forth under

the terms of the Firm's

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indemnification policy or policies, its certificate of incorporation and its

by-laws, including but not limited to Article VIII of the Certificate of

Incorporation, the Executive Committee resolution of 2002 and the Minutes of the

TBSCI Executive Committee of 2002. Further, the Firm will provide Employee with

the standard "Advancement Agreement" for Employee to use in accordance with the

terms of the Advancement Agreement if and when the Employee requires separate

counsel from the Firm in connection with any investigation, arbitration,

regulatory matters or litigation as it relates to Employee's activities and

services provided as a Bear Stearns employee who was acting within the scope of

his employment to the extent such Advancement Agreement would be available to

him, per his role and activities at the Firm. Employee acknowledges and agrees

that the indemnification and any advancement of funds by Bear Stearns to counsel

selected at the appropriate time is conditioned upon Employee's cooperation with

Bear Stearns (subject to reasonable business commitments) in such investigatory,

regulatory, arbitration and/or litigation matters and with any and all

regulatory authorities in connection with any investigation and proceeding.

Indemnification shall be provided in accordance with applicable law. Employee's

truthful testimony will not be construed as being in bad faith.

12. Benefits. In the event Employee duly executes this Agreement, the Firm

will provide Employee with the following:

(a) Employee's group health benefits will continue pursuant to the

terms of Bear Stearns plans, until the end of the month of Employee's last date

of employment on the same terms and conditions as exist as of date of execution

of this Agreement.

(b) Thereafter, a COBRA notice will be issued to Employee.

(c) Except as otherwise expressly provided in this Agreement,

Employee will not be entitled to receive any benefits after the Resignation Date

or Last Date (whichever is applicable). Bear Stearns will distribute or cause to

be distributed at the earliest appropriate time to Employee, the accumulated

benefits in such plans as Employee participated in, including ESOP, profit

sharing, PAYSOP, 401-K and pension plans, each as may be applicable due to

Employee's participation through the Last Date or Resignation Date, as

applicable; any such distribution will be in accordance with each plan's

customary method of distribution.

(d) To the extent that Employee participated in the Officers Group

Life Insurance Plan, the Firm will, to the extent permissible, continue

participation through Resignation Date or Last Date, as applicable, and after

Employee's participation ends, Employee will have the opportunity to

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convert group life insurance coverage to an individual life insurance plan. Bear

Stearns will forward notices to Employee as required with respect to

continuation of life insurance coverage.

(e) To the extent that Employee already has the Excess Umbrella

Liability coverage offered to Senior Managing Directors (at their expense), the

Firm agrees to arrange for Employee to be offered directly by the insurance

provider the opportunity to continue such coverage after Resignation Date or

Last Date, as applicable, at his expense at the rate then applicable for

individuals not employed by the Firm.

13. Notwithstanding any other provision of this Agreement, to the extent

Employee has any outstanding financial obligations to the Firm, those

obligations must still be met; such obligations may, by way of example, include

unreimbursable AMEX usage, personal AirPass usage or outstanding loans. Any

outstanding obligations can be satisfied by deduction, prior to payment, from

the bonus payment detailed in paragraph 7 above, if not previously satisfied. In

no event shall Employee be obligated to seek other employment by way of

mitigation of the amounts payable to Employee under any of the provisions of

this Agreement, and such amounts shall not be reduced whether or not Employee

obtains other employment.

14. To the extent Employee has unreimbursed business expenses, incurred

through the Last Date or Resignation Date, whichever is applicable. Employee

must immediately submit the expenses with all appropriate documentation; those

expenses which meet the guidelines of the Firm will be reimbursed.

15. Employee may purchase at a fair market value established by the Firm

his moveable office furniture (not fixtures). Employee is responsible for taxes,

if any, associated with his purchase.

16. (a) During and after the Transition Period, Employee agrees to

cooperate as reasonably requested by the Firm with reasonable notice. Employee

will prepare and deliver all such letters, notices and documents as may be

reasonably requested by the Firm in order to timely accomplish the resignation

of officer positions and directorships and transition of exchange memberships

and seat ownerships. Since Employee was a director and executive officer of The

Bear Stearns Companies Inc. for a portion of FY2007, Employee agrees that as a

part of his cooperation, he must provide information as requested by the Firm of

its representatives for the preparation of proxies and Employee will complete

execution of such documents as are necessary for corporate records including

Waiver of Notice of Executive Committee meetings of July 23 and August 2, 2007

and execute Minutes of Executive Committee Meetings of June 15 and June 29,

2007. Subject to his reasonable business commitments,

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Employee agrees to the extent that the Firm requires his reasonable cooperation

in connection with matters he worked on while employed with Bear Stearns,

Employee shall cooperate with the Firm in said matters, including but not

limited to internal investigations, the preparation and prosecution and/or

defense, as case may be, of any and all litigation and arbitration actions,

governmental inquiries and/or other legal and/or regulatory proceedings,

provided that such cooperation is not illegal or unethical. Following Firm

guidelines, Bear Stearns will pay all reasonable (non-legal) expenses (such as

reimbursable travel and lodging expenses) incurred by Employee to the extent

Employee travels within the Firm guidelines, including first class airfare. The

Firm will not pay consulting, per diem, or professional fees for cooperation in

such matters including for the period post Transition Period. The Firm

understands that Employee may be out of town and traveling during the Transition

Period, but both the Firm and Employee endeavor to cooperate with each other. In

order to be IRS Section 409A compliant, an annual allowance may be set at a

level which will reimburse the business expense and the six month deferral may

apply.

(b) To the extent Employee has records or other items either at or

belonging to the Firm, whether hard copy or computer, he acknowledges that there

may be o