8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 30, 2008

THE BEAR STEARNS COMPANIES INC.

	(Exact Name of Registrant
	as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-08989		13-3286161
(Commission File Number)		(IRS Employer Identification No.)
383 Madison Avenue,
New York, NY		10179
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 272-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 ¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This filing amends the Current Report on Form 8-K filed on June 30, 2008 to include the appendices to the Supplemental Indentures and Trust Preferred Guarantee which are filed as exhibits hereto. For convenience, all of the exhibits to this Current Report are being refiled with this amendment.

Item 8.01.    Other Events.

     On June 30, 2008, The Bear Stearns Companies Inc. (“Bear Stearns”) entered into (i) a Second Supplemental Indenture, dated effective as of June 30, 2008, among Bear Stearns, JPMorgan Chase & Co. (“JPMorgan Chase”) and The Bank of New York, as trustee (to the Indenture, dated as of May 31, 1991, between Bear Stearns and The Bank of New York, as trustee, as amended), which is attached as Exhibit 4.1 hereto and incorporated by reference herein, (ii) a Supplemental Indenture, dated effective as of June 30, 2008, among Bear Stearns, JPMorgan Chase and The Bank of New York, as trustee (to the Indenture, dated as of November 14, 2006, between Bear Stearns and The Bank of New York, as trustee) which is attached as Exhibit 4.2 hereto and incorporated by reference herein, (iii) a Third Supplemental Indenture, dated effective as of June 30, 2008, among Bear Stearns, JPMorgan Chase a nd The Bank of New York, as trustee (to the Indenture, dated as of December 16, 1998, between Bear Stearns and The Bank of New York, as trustee, as amended) which is attached as Exhibit 4.3 hereto and incorporated by reference herein ((i), (ii) and (iii) collectively referred to as the “Supplemental Indentures”) and (iv) a First Amendment, dated as of June 30, 2008, among Bear Stearns, JPMorgan Chase and The Bank of New York, as trustee (to the Preferred Securities Guarantee Agreement, dated as of May 10, 2001), which is attached as Exhibit 4.4 hereto and incorporated by reference herein (the “Trust Preferred Guarantee”). In addition, on June 30, 2008, JPMorgan Chase entered into a Prefer red Stock Guarantee, dated effective as of June 30, 2008, which is attached as Exhibit 4.5 hereto and incorporated by reference herein (the “Preferred Stock Guarantee”, and together with the Trust Preferred Guarantee and Supplemental Indentures, the “Guarantees”).

     Pursuant to the Supplemental Indentures, JPMorgan Chase fully and unconditionally guaranteed the timely and complete payment when due, whether by acceleration or otherwise, of all liabilities and obligations of Bear Stearns in its capacity as issuer of the following securities: (i) BearLink Alerian MLP Select Index ETN; (ii) Principal Protected Sector Selector Notes Linked to a Basket of U.S. Sector Exchange Traded Funds Due February 2008; (iii) Principal Protected Notes Linked to the S&P 500 Index Due October 2008; (iv) Principal Protected Notes Linked to the Nasdaq-100 Index Due December 2009; (v) Principal Protected Notes Linked to the S&P 500 Index Due November 2009; (vi) Principal Protected Notes Linked to the Dow Jones Industrial Average Due March 2011; (vii) Medium-Term Notes, Linked to a Basket of Three International Equity Indices Due August 2010; and (viii) all other Bear Stearns
46; long-term debt issued under an effective registration statement under the Securities Act of 1933, as amended.

     Pursuant to the Trust Preferred Guarantee, JPMorgan Chase fully and unconditionally guaranteed the timely and complete payment when due, whether by acceleration or otherwise, of all liabilities and obligations of Bear Stearns in its capacity as guarantor of the preferred securities of Bear Stearns Capital Trust III, a Delaware statutory business trust.

     Pursuant to the Preferred Stock Guarantee, JPMorgan Chase fully and unconditionally guaranteed to each holder of the (a) 6.15% Cumulative Preferred Stock, Series E, par value $1.00 per share; (b) 5.72% Cumulative Preferred Stock, Series F, par value $1.00 per share; (c) 5.49% Cumulative Preferred Stock, Series G, par value $1.00 per share ((a), (b) and (c) collectively referred to as the “Preferred Stock”) the due and punctual payment of (i) any accumulated and unpaid dividends that have been properly declared by the board of directors of Bear Stearns on the Preferred Stock out of funds legally available therefor, (ii) the aggregate of the liquidation amount payable by Bear Stearns upon the Preferred Stock upon a voluntary or involuntary di ssolution, winding-up or liquidation of Bear Stearns and (iii) the amount payable by Bear Stearns on redemption of the Preferred Stock upon shares of Preferred Stock duly called for redemption, as and to the extent applicable (without duplication of amounts theretofore paid by Bear Stearns) when and as the same shall become due and payable, according to the terms of the Preferred Stock as set forth in the applicable certificate of designations, which set forth the designation, rights and privileges of the applicable series of Preferred Stock with respect to which the guarantee is granted, regardless of any defense, right of setoff or counterclaim that Bear Stearns may have or assert.

     As a result of the Guarantees, pursuant to Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Bear Stearns will cease to separately file current and periodic reports with the Securities and Exchange Commission under the Exchange Act. Those guaranteed securities that are listed on the New York Stock Exchange or the American Stock Exchange, as applicable, will continue to be so listed.

Item 9.01.    Financial Statements and Exhibits
(d)	Exhibits

Exhibit No.	Description
4.1	Second Supplemental Indenture, dated effective as of June 30, 2008, among The Bear Stearns Companies Inc., JPMorgan Chase & Co. and The Bank of New York, as trustee.
4.2	Supplemental Indenture, dated effective as of June 30, 2008, among The Bear Stearns Companies Inc., JPMorgan Chase & Co. and The Bank of New York, as trustee.
4.3	Third Supplemental Indenture, dated effective as of June 30, 2008, among The Bear Stearns Companies Inc., JPMorgan Chase & Co. and The Bank of New York, as trustee.
4.4	First Amendment, dated as of June 30, 2008, among The Bear Stearns Companies Inc., JPMorgan Chase & Co. and The Bank of New York, as trustee, to the Preferred Securities Guarantee Agreement, dated as of May 10, 2001.
4.5	Preferred Stock Guarantee, dated effective as of June 30, 2008, executed by JPMorgan Chase & Co.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE BEAR STEARNS COMPANIES INC.
	(Registrant)
	By:            /s/ Anthony J. Horan
	Name:  Anthony J. Horan
	Title:  Vice President and Secretary
Dated: June 30, 2008

EXHIBIT INDEX

Exhibit No.	Description
4.1	Second Supplemental Indenture, dated effective as of June 30, 2008, among The Bear Stearns Companies Inc., JPMorgan Chase & Co. and The Bank of New York, as trustee.
4.2	Supplemental Indenture, dated effective as of June 30, 2008, among The Bear Stearns Companies Inc., JPMorgan Chase & Co. and The Bank of New York, as trustee.
4.3	Third Supplemental Indenture, dated effective as of June 30, 2008, among The Bear Stearns Companies Inc., JPMorgan Chase & Co. and The Bank of New York, as trustee.
4.4	First Amendment, dated as of June 30, 2008, among The Bear Stearns Companies Inc., JPMorgan Chase & Co. and The Bank of New York, as trustee, to the Preferred Securities Guarantee Agreement, dated as of May 10, 2001.
4.5	Preferred Stock Guarantee, dated effective as of June 30, 2008, executed by JPMorgan Chase & Co.

EX-4.1

     SECOND SUPPLEMENTAL INDENTURE, dated as of June 30, 2008, (this “Supplemental Indenture”), among The Bear Stearns Companies Inc. (the “Company”), JPMorgan Chase & Co. (the “Guarantor”) and The Bank of New York, as trustee (the “Trustee”), to the Indenture, dated as of May 31, 1991 (as amended by the First Sup plemental Indenture, dated as of January 29, 1998, and as otherwise heretofore amended, supplemented or modified, the “Indenture”), between the Company and the Trustee.

RECITALS

     WHEREAS, the Company and the Trustee have heretofore entered into the Indenture to provide for the issuance of the Company’s Securities;

     WHEREAS, Section 9.1(g) of the Indenture permits, without the consent of any Holders of Securities, the Company, when authorized by a Board Resolution, and the Trustee to enter into a supplemental indenture to, inter alia, make any provision with respect to matters or questions arising under the Indenture which shall not adversely affect the interest of the Holders of Securities of any series or any related coupons in any material respect;

     WHEREAS, the Guarantor is not under any obligation to guarantee any of the Company’s obligations under the Securities;

     WHEREAS, pursuant to the request of the Company, the Trustee has agreed to amend certain provisions of the Indenture as set forth below and to enter into a supplemental indenture to reflect such amendments to the Indenture;

     WHEREAS, the Trustee has received (i) an Opinion of Counsel pursuant to Sections 1.2 and 9.3 of the Indenture, (ii) a copy of the Board Resolution authorizing the execution and delivery by the Company of this Supplemental Indenture and (iii) an Officers’ Certificate pursuant to Section 1.2 of the Indenture; and

     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company in accordance with its terms have been done;

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company and the Trustee covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1.      Defined Terms. Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

2.      Guarantee. The Guarantor hereby makes the guarantee contained in Appendix A hereto with respect to the obligations and liabilities of the Company under the Securities and the Indenture. For the avoidance of doubt, Appendix A is incorporated into this Supplemental Indenture in its entirety and forms a part hereof.

3.      Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

4.      Jurisdiction. The parties hereto agree that any and all suits, actions and proceedings to enforce any and all rights or obligations relating to the subject matter of this Supplemental Indenture, or to resolve any dispute arising hereunder, shall be brought exclusively before the New York State or federal courts located in the State of New York, County of New York, and hereby consent to the jurisdiction of such courts. The parties hereto hereby waive any objection to venue of such suit, action or proceeding brought in such courts and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.

5.      Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS SUPPLEMENTAL INDENTURE.

6.      Effectiveness. This Supplemental Indenture shall be effective as of the close of business on the date hereof.

7.      Counterparts. This Supplement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

8.      Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this Supplemental Indenture.

9.      TIA. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA or deemed to be part of and govern any provision of this Supplemental Indenture, such required or deemed provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

10.      Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

11.      Trustee Makes No Representation. The recitals contained herein shall be taken as statements of the Company or the Guarantor, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

THE BEAR STEARNS COMPANIES INC. 

By:   /s/ Michael Cavanagh          

             Michael Cavanagh 

             President 

JPMORGAN CHASE & CO. 

By:   /s/ Michael Cavanagh            

             Michael Cavanagh 

             Executive Vice President and Chief Financial 

             Officer 

THE BANK OF NEW YORK, AS TRUSTEE 

By:              /s/ Timothy Casey                  

             Name: Timothy Casey

             Title:    Assistant Treasurer

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APPENDIX A

               This GUARANTEE, dated effective as of June 30, 2008 (this “Guarantee”), is made by JPMORGAN CHASE & CO., a Delaware corporation and multi-bank financial holding company headquartered in New York, New York(“Guarantor”).

W I T N E S S E T H :

WHEREAS, Guarantor has agreed at the request of The Bear Stearns Companies Inc., a Delaware corporation (“Obligor”), in accordance with the terms and conditions hereof, to guarantee the payment of all liabilities and obligations of Obligor in its capacity as issuer of the securities (the “Instruments”, and each such liability or obligation, an “Obligation”) issued under the Indenture, dated as of May 31 , 1991, between Obligor and The Bank of New York, as trustee, (as amended, supplemented or modified from time to time, the “Indenture”), such Guarantee to be for the benefit of each holder from time to time of an Instrument (all such holders, collectively, the “Beneficiaries”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

(1)	Guarantee. Guarantor absolutely, fully and unconditionally guarantees to each Beneficiary and its successors
	and permitted assigns the timely and complete payment when due, whether by acceleration or otherwise, of all
	Obligations to such Beneficiary. If Obligor fails to meet any Obligation in full when due, Guarantor shall, as
	an independent obligation, promptly upon written notice to Guarantor of such failure from the applicable
	Beneficiary or its agent, meet such Obligation to such Beneficiary in accordance with all terms and provisions
	of such Obligation, as if such payment were made by Obligor.
(2)	Guarantee of Payment, not Collection. This Guarantee is a guarantee of payment and not of collection only
	and shall be binding on Guarantor’s successors and assigns. The Beneficiaries shall not be required to exhaust
	any right or remedy or to take any action or file any claim against Obligor or any other person or entity or any
	collateral as a condition to payment by Guarantor hereunder.
(3)	Guarantee Irrevocable. This Guarantee is a continuing guarantee of all Obligations now or hereafter
	existing, and shall remain in full force and effect until the earliest to occur of (A) complete payment of all
	Obligations, (B) none of the Instruments remains outstanding or (C) the express assumption by the Guarantor
	of the due and punctual payment of the principal of (and premium, if any), any interest on, and any Additional
	Amounts payable pursuant to the Indenture with respect to, all the Instruments, according to their tenor, and
	the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be
	performed by the Obligor.
(4)	Guarantee Absolute. Guarantor guarantees that the Obligations shall be timely paid strictly in accordance
	with all applicable written terms and provisions thereof. Guarantor’s liability hereunder is absolute and
	unconditional irrespective of any matter or circumstance whatsoever with respect to the Obligations which
	might constitute a defense available to, or discharge of, Obligor or a guarantor, including, without limitation:
	(a)	any change in the amount, time, manner or place of payment of, or in any other term of, any
		Obligation, or any other amendment or waiver of or any consent to departure from any terms of any
		Obligation;

	(b)	any release, surrender or amendment or waiver of, or consent to departure from, any other guarantee
		or support document, or any exchange, release or non-perfection of any security, collateral or other
		credit support, for any Obligation;
	(c)	any lack of validity or enforceability of any Obligation;
	(d)	any injunction, stay or similar action in any bankruptcy, insolvency or other proceeding or
		rehabilitative action barring or limiting payment of any Obligation by Obligor;
	(e)	the absence of any action to enforce any Obligation or any collateral therefor;
	(f)	the rendering of any judgment against Obligor or any action to enforce the same;
	(g)	any order is made by any competent court or authority for the winding up or dissolution of Obligor or
		Obligor admits in writing its inability to pay or meet its debts as they may mature or suspends or
		threatens to suspend payment of its debts or if proceedings are initiated against Obligor under any
		applicable liquidation, insolvency, composition, reorganization or other similar laws, or an application
		is made (or documents filed with a court) for the appointment of an administrative or other receiver,
		manager, administrator or other similar officer or any such person is appointed in respect of the whole
		or a substantial part of the assets or undertakings of Obligor or Obligor convenes a meeting of its
		creditors or makes or proposes to make any arrangements or compositions with or any assignment for
		the benefit of its creditors or if some event having an equivalent effect occurs;
	(h)	any event or circumstance constituting fraud in the inducement or any other similar event or
		circumstance; and
	(i)	any lack or limitation of status, capacity or power, or any incapacity or disability, of Obligor, or of any
		other guarantor or obligor in respect of any Obligation, or any change whatsoever in the objects,
		capital structure, constitution or business of Obligor.
(5)	Waiver of Defenses. Guarantor hereby waives diligence, presentment, demand of payment (except as
	provided in paragraph (1)), any right to require a proceeding against Obligor, protest or notice with respect to
	the Obligations and all demands whatsoever, and covenants that this Guarantee shall not be discharged except
	by complete payment of the Obligations. The grant of time or other indulgence to Obligor shall in no manner
	release Guarantor from any of its obligations hereunder.
(6)	Reinstatement. This Guarantee shall continue to be effective or shall be reinstated, as the case may be, if at
	any time any payment of any Obligation is rescinded or must otherwise be returned by a Beneficiary upon the
	insolvency, bankruptcy or reorganization of Obligor or otherwise, all as though the payment had not been
	made; provided that such payment shall be made only to the extent not already made.
(7)	Subrogation. Guarantor shall be subrogated to all rights of the relevant Beneficiaries against Obligor in
	respect of any amounts paid by Guarantor hereunder; provided that all rights of Guarantor against Obligor
	arising as a result thereof shall in all respects be subordinate and junior to the prior payment in full of all
	Obligations.
(8)	Representations/Warranties. Guarantor represents and warrants to each Beneficiary that, as of the date
	hereof:
	(a)	It is a corporation duly organized, validly existing and in good standing under the laws of the State of
		Delaware;
	(b)	It has the full power and authority to execute and deliver this Guarantee and to perform its obligations
		hereunder; it has taken all necessary action to authorize such execution, delivery and performance;

2

	(c)	This Guarantee constitutes a legal, valid and binding obligation of Guarantor, enforceable against
		Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy,
		insolvency, receivership or other similar laws affecting the rights of creditors generally, or by general
		principles of equity; and
	(d)	No authorization, approval or consent of, and no filing or registration with, any governmental
		authority of the United States of America or any State or District thereof is necessary for the
		execution, delivery or performance by Guarantor of this Guarantee or for the validity or enforceability
		hereof.
(9)	Notices. Any notice or communication required or permitted to be made under this Guarantee shall be made
	in writing and sent to Guarantor at the following address:
	JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017-2070
	Attn: Treasury Department, Regulatory and Guarantee Group - Peter W. Smith
	Phone: 212-270-5815
	Facsimile: 212-270-0819
	A notice shall be effective when received by Guarantor.
(10)	Captions. The headings and captions in this Guarantee are for convenience only and shall not affect the
	interpretation or construction of this Guarantee.
(11)	Not Insured. This Guarantee is not insured by the Federal Deposit Insurance Corporation of the United States
	of America.
(12)	GOVERNING LAW. THIS GUARANTEE AND ALL MATTERS ARISING OUT OF OR RELATING TO
	THIS GUARANTEE SHALL BE GOVERNED BY, AND THIS GUARANTEE SHALL BE CONSTRUED
	IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF
	AMERICA, WITHOUT GIVING EFFECT TO CHOICE OF LAW DOCTRINE.

3

EX-4.2

     SUPPLEMENTAL INDENTURE, dated as of June 30, 2008, (this “Supplemental Indenture”), among The Bear Stearns Companies Inc. (the “Company”), JPMorgan Chase & Co. (the “Guarantor”) and The Bank of New York, as trustee (the “Trustee”), to the Indenture, dated as of November 14, 2006 (as heretofore amended, supple mented or modified, the “Indenture”), between the Company and the Trustee.

RECITALS

     WHEREAS, the Company and the Trustee have heretofore entered into the Indenture to provide for the issuance of the Company’s Securities;

     WHEREAS, Section 9.1(g) of the Indenture permits, without the consent of any Holders of Securities, the Company, when authorized by a Board Resolution, and the Trustee to enter into a supplemental indenture to, inter alia, make any provision with respect to matters or questions arising under the Indenture which shall not adversely affect the interest of the Holders of Securities of any series or any related coupons in any material respect;

     WHEREAS, the Guarantor is not under any obligation to guarantee any of the Company’s obligations under the Securities;

     WHEREAS, pursuant to the request of the Company, the Trustee has agreed to amend certain provisions of the Indenture as set forth below and to enter into a supplemental indenture to reflect such amendments to the Indenture;

     WHEREAS, the Trustee has received (i) an Opinion of Counsel pursuant to Sections 1.2 and 9.3 of the Indenture, (ii) a copy of the Board Resolution authorizing the execution and delivery by the Company of this Supplemental Indenture and (iii) an Officers’ Certificate pursuant to Section 1.2 of the Indenture; and

     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company in accordance with its terms have been done;

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company and the Trustee covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1.      Defined Terms. Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

2.      Guarantee. The Guarantor hereby makes the guarantee contained in Appendix A hereto with respect to the obligations and liabilities of the Company under the Securities and the Indenture. For the avoidance of doubt, Appendix A is incorporated into this Supplemental Indenture in its entirety and forms a part hereof.

10.    Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

11.     Jurisdiction. The parties hereto agree that any and all suits, actions and proceedings to enforce any and all rights or obligations relating to the subject matter of this Supplemental Indenture, or to resolve any dispute arising hereunder, shall be brought exclusively before the New York State or federal courts located in the State of New York, County of New York, and hereby consent to the jurisdiction of such courts. The parties hereto hereby waive any objection to venue of such suit, action or proceeding brought in such courts and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.

12.     Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS SUPPLEMENTAL INDENTURE.

13.     Effectiveness. This Supplemental Indenture shall be effective as of the close of business on the date hereof.

14.     Counterparts. This Supplement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

15.     Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this Supplemental Indenture.

16.     TIA. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA or deemed to be part of and govern any provision of this Supplemental Indenture, such required or deemed provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

17.     Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

18.     Trustee Makes No Representation. The recitals contained herein shall be taken as statements of the Company or the Guarantor, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

THE BEAR STEARNS COMPANIES INC. 

By:   /s/ Michael Cavanagh                         

             Michael Cavanagh 

             President 

JPMORGAN CHASE & CO. 

By:   /s/ Michael Cavanagh                         

             Michael Cavanagh 

             Executive Vice President and Chief Financial 

             Officer 

THE BANK OF NEW YORK, AS TRUSTEE 

By:               /s/ Timothy Casey                                

             Name:  Timothy Casey

             Title:    Assistant Treasurer

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APPENDIX A

                   This GUARANTEE, dated effective as of June 30, 2008 (this “Guarantee”), is made by JPMORGAN CHASE & CO., a Delaware corporation and multi-bank financial holding company headquartered in New York, New York (“Guarantor”).

W I T N E S S E T H :

WHEREAS, Guarantor has agreed at the request of The Bear Stearns Companies Inc., a Delaware corporation (“Obligor”), in accordance with the terms and conditions hereof, to guarantee the payment of all liabilities and obligations of Obligor in its capacity as issuer of the securities (the “Instruments”, and each such liability or obligation, an “Obligation”) issued under the Indenture, dated as of November 14, 2006 (as amended, supplemented or modified from time to time, the “Indenture”), between Obligor and The Bank of New York, as trustee (the “Trustee”), such Guarantee to be for the benefit of each holder from time to time of an Instrument (all such holders, collectively, the “Beneficiaries”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

(1)	Guarantee. Guarantor absolutely, fully and unconditionally guarantees to each Beneficiary and its
	successors and permitted assigns the timely and complete payment when due, whether by
	acceleration or otherwise, of all Obligations to such Beneficiary. If Obligor fails to meet any
	Obligation in full when due, Guarantor shall, as an independent obligation, promptly upon written
	notice to Guarantor of such failure from the applicable Beneficiary or its agent, meet such
	Obligation to such Beneficiary in accordance with all terms and provisions of such Obligation, as
	if such payment were made by Obligor.
(2)	Guarantee of Payment, not Collection. This Guarantee is a guarantee of payment and not of
	collection only and shall be binding on Guarantor’s successors and assigns. The Beneficiaries
	shall not be required to exhaust any right or remedy or to take any action or file any claim against
	Obligor or any other person or entity or any collateral as a condition to payment by Guarantor
	hereunder.
(3)	Guarantee Irrevocable. This Guarantee is a continuing guarantee of all Obligations now or
	hereafter existing, and shall remain in full force and effect until the earliest to occur of (A)
	complete payment of all Obligations, (B) none of the Instruments remains outstanding or (C) the
	express assumption by the Guarantor of the due and punctual payment of the principal of (and
	premium, if any), any interest on, and any Additional Amounts payable pursuant to the Indenture
	with respect to, all the Instruments, according to their tenor, and the due and punctual
	performance and observance of all of the covenants and conditions of the Indenture to be
	performed by the Obligor.
(4)	Guarantee Absolute. Guarantor guarantees that the Obligations shall be timely paid strictly in
	accordance with all applicable written terms and provisions thereof. Guarantor’s liability
	hereunder is absolute and unconditional irrespective of any matter or circumstance whatsoever

	with respect to the Obligations which might constitute a defense available to, or discharge of,
	Obligor or a guarantor, including, without limitation:
	(a)	any change in the amount, time, manner or place of payment of, or in any other term of,
		any Obligation, or any other amendment or waiver of or any consent to departure from
		any terms of any Obligation;
	(b)	any release, surrender or amendment or waiver of, or consent to departure from, any
		other guarantee or support document, or any exchange, release or non-perfection of any
		security, collateral or other credit support, for any Obligation;
	(c)	any lack of validity or enforceability of any Obligation;
	(d)	any injunction, stay or similar action in any bankruptcy, insolvency or other proceeding
		or rehabilitative action barring or limiting payment of any Obligation by Obligor;
	(e)	the absence of any action to enforce any Obligation or any collateral therefor;
	(f)	the rendering of any judgment against Obligor or any action to enforce the same;
	(g)	any order is made by any competent court or authority for the winding up or dissolution
		of Obligor or Obligor admits in writing its inability to pay or meet its debts as they may
		mature or suspends or threatens to suspend payment of its debts or if proceedings are
		initiated against Obligor under any applicable liquidation, insolvency, composition,
		reorganization or other similar laws, or an application is made (or documents filed with a
		court) for the appointment of an administrative or other receiver, manager, administrator
		or other similar officer or any such person is appointed in respect of the whole or a
		substantial part of the assets or undertakings of Obligor or Obligor convenes a meeting of
		its creditors or makes or proposes to make any arrangements or compositions with or any
		assignment for the benefit of its creditors or if some event having an equivalent effect
		occurs;
	(h)	any event or circumstance constituting fraud in the inducement or any other similar event
		or circumstance; and
	(i)	any lack or limitation of status, capacity or power, or any incapacity or disability, of
		Obligor, or of any other guarantor or obligor in respect of any Obligation, or any change
		whatsoever in the objects, capital structure, constitution or business of Obligor.
(5)	Subordination. This Guarantee and the obligations of Guarantor hereunder shall be subordinate
	to certain other obligations of Guarantor in accordance with the terms set forth on Schedule 1
	hereto.
(6)	Waiver of Defenses. Guarantor hereby waives diligence, presentment, demand of payment
	(except as provided in paragraph (1)), any right to require a proceeding against Obligor, protest or
	notice with respect to the Obligations and all demands whatsoever, and covenants that this
	Guarantee shall not be discharged except by complete payment of the Obligations. The grant of
	time or other indulgence to Obligor shall in no manner release Guarantor from any of its
	obligations hereunder.
(7)	Reinstatement. This Guarantee shall continue to be effective or shall be reinstated, as the case
	may be, if at any time any payment of any Obligation is rescinded or must otherwise be returned
	by a Beneficiary upon the insolvency, bankruptcy or reorganization of Obligor or otherwise, all

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	as though the payment had not been made; provided that such payment shall be made only to the
	extent not already made.
(8)	Subrogation. Guarantor shall be subrogated to all rights of the relevant Beneficiaries against
	Obligor in respect of any amounts paid by Guarantor hereunder; provided that all rights of
	Guarantor against Obligor arising as a result thereof shall in all respects be subordinate and junior
	to the prior payment in full of all Obligations.
(9)	Representations/Warranties. Guarantor represents and warrants to each Beneficiary that, as of
	the date hereof:
	(a)	It is a corporation duly organized, validly existing and in good standing under the laws of
		the State of Delaware;
	(b)	It has the full power and authority to execute and deliver this Guarantee and to perform
		its obligations hereunder; it has taken all necessary action to authorize such execution,
		delivery and performance;
	(c)	This Guarantee constitutes a legal, valid and binding obligation of Guarantor, enforceable
		against Guarantor in accordance with its terms, except as such enforceability may be
		limited by bankruptcy, insolvency, receivership or other similar laws affecting the rights
		of creditors generally, or by general principles of equity; and
	(d)	No authorization, approval or consent of, and no filing or registration with, any
		governmental authority of the United States of America or any State or District thereof is
		necessary for the execution, delivery or performance by Guarantor of this Guarantee or
		for the validity or enforceability hereof.
(10)	Notices. Any notice or communication required or permitted to be made under this Guarantee
	shall be made in writing and sent to Guarantor at the following address:
	JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017-2070
	Attn: Treasury Department, Regulatory and Guarantee Group – Peter W. Smith
	Phone: 212-270-5815
	Facsimile: 212-270-0819
	A notice shall be effective when received by Guarantor.
(11)	Captions. The headings and captions in this Guarantee are for convenience only and shall not
	affect the interpretation or construction of this Guarantee.
(12)	Not Insured. This Guarantee is not insured by the Federal Deposit Insurance Corporation of the
	United States of America.
(13)	GOVERNING LAW. THIS GUARANTEE AND ALL MATTERS ARISING OUT OF OR
	RELATING TO THIS GUARANTEE SHALL BE GOVERNED BY, AND THIS
	GUARANTEE SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
	STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO
	CHOICE OF LAW DOCTRINE.

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Schedule 1

SUBORDINATION OF GUARANTEE

              Capitalized terms used in this Schedule and not otherwise defined herein or in the Appendix A to which this Schedule is attached have the meanings ascribed to them in the Indenture.

Section 1: Agreement to Subordinate

Guarantor, for itself, its successors and assigns, covenants and agrees, and each Beneficiary likewise covenants and agrees by his or her acceptance of the Guarantee, that the obligation of Guarantor to make any payment on account of principal (and premium, if any) and interest pursuant to the Guarantee shall be subordinate and junior in right of payment to Guarantor’s obligations to the holders of Senior Indebtedness.

In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to Guarantor as a whole, whether voluntary or involuntary, all obligations of Guarantor to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal (and premium, if any) or interest pursuant to the Guarantee. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Beneficiaries, together with the holders of Indebtedness Ranking on a Parity with the Guarantee, shall be entitl ed ratably to be paid from the remaining assets of Guarantor the amounts at the time due and owing on account of unpaid principal (and premium, if any) and interest pursuant to the Guarantee before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any Indebtedness Ranking Junior to the Guarantee or any capital stock. In addition, in the event of any such proceeding, if any payment or distribution of assets of Guarantor of any kind or character, whether in cash, property or securities (other than securities of Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Guarantee, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be paya ble or deliverable by reason of the payment of any other indebtedness of Guarantor being subordinated to the payment of the obligations under the Guarantee, shall be received by the Trustee or the Beneficiaries before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Beneficiaries) for the benefit of and shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee or custodian for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Guarantee for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by Guarantor or Obligor in trust in accordance with the provisions of the Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of Guarantor in respect of any security the creation of which is not prohibited by the provisions of the Indenture.

The Beneficiaries and the Trustee, in respect of any claims of such Beneficiaries to payment under the Guarantee, by their acceptance of the Guarantee will be deemed to have waived any right of set-

off or counterclaim that such Beneficiaries or (subject to Section 6.7 of the Indenture) the Trustee, respectively, in such respect, might otherwise have.

The securing of any Indebtedness Ranking on a Parity with the Guarantee or Indebtedness Ranking Junior to the Guarantee shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking on a Parity with the Guarantee or Indebtedness Ranking Junior to the Guarantee, respectively. The securing of any Indebtedness for Money Borrowed of Guarantor otherwise constituting Indebtedness Ranking on a Parity with the Guarantee shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking on a Parity with the Guarantee. The securing of any Indebtedness for Money Borrowed of Guarantor otherwise constituting Indebtedness Ranking Junior to the Guarantee shall not be deemed to prevent such Indebtedness for Money Borrowed from con stituting Indebtedness Ranking Junior to the Guarantee.

Guarantor shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to Guarantor as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Guarantee under this Section. The Trustee, subject to the provisions of Section 6.1 of the Indenture, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee f rom Guarantor or any one or more holders of Senior Indebtedness or any trustee therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of Guarantor referred to in this Schedule 1, the Trustee and Beneficiaries shall be entitled to rely conclusively upon a certificate of the liquidating trustee or agent, or any order or decree entered by a court of competent jurisdiction, or other Person making any distribution to the Trustee or to the Beneficiaries for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Schedule 1, and the Trustee, subject to the provisions of Article 6 of the Indenture, and the Beneficiaries shall be entitled to rely upon a certificate of the liquidatin g trustee or agent or other Person making any distribution to the Trustee or to the Beneficiaries for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent to this Schedule 1. In the absence of any such liquidating trustee, agent or other Person, the Trustee, subject to Section 6.1 of the Indenture, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or d istribution pursuant to this Schedule 1, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Schedule 1, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 2: Obligation of Guarantor Unconditional and Payment Permitted if no Default

Subject to the provisions of this Schedule 1 and the terms of the Instruments, nothing contained in this Schedule 1 or elsewhere in the Indenture is intended to or shall impair, as between Guarantor and the

Schedule 1, page 2

Beneficiaries, the obligation of Guarantor, which is absolute and unconditional, to pay such Beneficiaries amounts owing pursuant to the Guarantee, all in accordance with the terms of the Guarantee, or is intended to or shall affect the relative rights of such Beneficiaries and creditors of Guarantor other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Beneficiary from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this Schedule 1 of the holders of Senior Indebtedness in respect of cash, property or securities of Guarantor received upon the exercise of any such remedy.

Section 3: Limitations on Duties to Beneficiaries of Senior Indebtedness

In the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest on, any Senior Indebtedness beyond any applicable period of grace, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing, or would occur as a result of the payment referred to hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment of principal of, or premium (if any) or interest, if any, on the Guarantee, or in respect of any redemption, exchange, retirement, purchase or other a cquisition of any of the Instruments, shall be made by Guarantor.

Section 4: Notice to Trustee of Facts Prohibiting Payments

Notwithstanding any of the provisions of this Schedule 1 or any other provision of the Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any facts that would prohibit the making of any payment of funds to or by the Trustee unless and until a Responsible Officer of the Trustee assigned to its Corporate Trust Division shall have received at the Corporate Trust Office written notice thereof from Guarantor or from one or more holders of Senior Indebtedness or from any trustee therefor who shall have been certified by Guarantor or otherwise established to the reasonable satisfaction of the Trustee to be such a holder or trustee; and, prior to the receipt of such written notice, the Trustee, subject to the provisions of Section 6.1 of the Indent ure, shall be entitled in all respects to assume that no such facts exist; provided, however, that if prior to the fifth Business Day preceding the date upon which by the terms hereof any such funds may become payable, or if prior to the third Business Day preceding the date of the execution of instruments pursuant to Section 4.1 of the Indenture acknowledging satisfaction and discharge of the Indenture, the Trustee shall not have received with respect to such funds the notice provided for in this Section 4, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and/or apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it on or after such date; provided, however, no such application shall affect the obligations under this Schedule 1 of the Persons receiving such moneys from the Trustee.

Section 5: Application by Trustee of Moneys Deposited With It

Anything in this Indenture to the contrary notwithstanding, any deposit of a sum by Guarantor with the Trustee or any agent (whether or not in trust) for any payment of principal (and premium, if any) or interest pursuant to the Guarantee shall, except as provided in Section 4 above, be subject to the provisions of Section 1 above.

Section 6: Subrogation

Subject to the payment in full of all Senior Indebtedness, the Beneficiaries shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of

Schedule 1, page 3

Guarantor applicable to such Senior Indebtedness until the Instruments shall be paid in full, and none of the payments or distributions to the holders of such Senior Indebtedness to which the Beneficiaries or the Trustee would be entitled except for the provisions of this Schedule 1 or of payments over, pursuant to the provisions of this Schedule 1, to the holders of such Senior Indebtedness by the Beneficiaries or the Trustee shall, as among Guarantor, its creditors other than the holders of such Senior Indebtedness, and the Beneficiaries, be deemed to be a payment by Guarantor to or on account of such Senior Indebtedness; it being understood that the provisions of this Schedule 1 are and are intended solely for the purpose of defining the relative rights of the Beneficiaries, on one hand, and the holders of the Senior Indebtedness, on the other hand.

Section 7: Subordination Rights Not Impaired by Acts or Omissions of Bank or Beneficiaries of SeniorIndebtedness

No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by Guarantor with the terms, provisions and covenants of the Guarantee (including this Schedule 1), regardless of any knowledge thereof with which any such holder may have or be otherwise charged. The holders of Senior Indebtedness may, at any time or from time to time and in their absolute discretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrumen t pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default thereunder, all without notice to or assent from the Beneficiaries or the Trustee and without affecting the obligations of Guarantor, the Trustee or the Beneficiaries under this Schedule 1.

Section 8: Authorization of Trustee to Effectuate Subordination of Securities

Each Beneficiary, by his or her acceptance of the Guarantee, authorizes and expressly directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate, as between the Beneficiaries and the holders of Senior Indebtedness, the subordination provided in this Schedule 1. If, in the event of any proceeding or other action relating to Guarantor referred to in the second paragraph of Section 1, a proper claim or proof of debt in the form required in such proceeding or action is not filed by or on behalf of the Beneficiaries prior to fifteen days before the expiration of the time to file such claim or claims, then the holder or holders of Senior Indebtedness shall have the right to file and are hereby authorized to file an appropriate claim fo r and on behalf of the Beneficiaries.

Section 9: Right of Trustee to Hold Senior Indebtedness

The Trustee shall be entitled to all of the rights set forth in this Schedule 1 in respect of any Senior Indebtedness at any time held by it in its individual capacity to the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

Section 10: Schedule 1 Not to Prevent Defaults (Including Events of Default)

The failure to make a payment pursuant to the terms of the Guarantee by reason of any provision in this Schedule 1 shall not be construed as preventing the occurrence of a Default (including an Event of Default, if any).

Schedule 1, page 4

Section 11: Article Applicable to Paying Agents

The term “Trustee” as used in this Schedule 1 shall (unless the context shall otherwise require) be construed as extending to and including each Paying Agent appointed by the Obligor and acting hereunder within its meaning as fully for all intents and purposes as if the Paying Agent were named in this Schedule 1 in addition to or in place of the Trustee; provided, however, that Sections 4 and 9 shall not apply to Guarantor or any Affiliate of Guarantor if Gu arantor or such Affiliate acts as Paying Agent.

Section 12: Trustee Not Fiduciary for Beneficiaries of Senior Indebtedness

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Beneficiaries or to Guarantor or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Schedule 1 or otherwise.

For purposes of this Schedule 1, the following terms shall have the following meanings:

“Indebtedness for Money Borrowed” means, when used with respect to the Guarantor, (a) any obligation of, or any obligation guaranteed by, the Guarantor, as the case may be, for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, (b) similar obligations arising from off- balance sheet guarantees and direct credit substitutes, (c) obligations associated with derivative products such as interest rate and foreign exchange rate contracts, commodity contracts and similar arrangements and (d) any deferred obligations for the payment of the purchase price of property or assets.

“Indebtedness Ranking Junior to the Guarantee”means any Indebtedness for Money Borrowed of the Guarantor, whether outstanding on the date of execution of the Guarantee or thereafter created, assumed or incurred, which specifically by its terms ranks junior to and not equally with or prior to the Guarantee (and any other Indebtedness Ranking on a Parity with the Guarantee) in right of payment upon the happening of any event of the kind specified in the first sentence of the second paragraph of Section 1 of this Schedule 1.

“Indebtedness Ranking on a Parity with the Guarantee” meansIndebtedness for Money Borrowed of the Guarantor, whether outstanding on the date of execution of the Guarantee or thereafter created, assumed or incurred, which specifically by its terms ranks equally with and not prior to the Guarantee in the right of payment upon the happening of any event of the kind specified in the first sentence of the second paragraph of Section 1 of this Schedule.

“Senior Indebtedness” or “Senior Indebtedness of Guarantor” means all Indebtedness for Money Borrowed of Guarantor, whether outstanding on the date of execution of the Guarantee or thereafter created, assumed or incurred, except Indebtedness Ranking on a Parity with the Guarantee or Indebtedness Ranking Junior to the Guarantee, and any deferrals, renewals or extensions of such Senior Indebtedness.

Schedule 1, page 5

EX-4.3

     THIRD SUPPLEMENTAL INDENTURE, dated as of June 30, 2008, (this “Supplemental Indenture”), among The Bear Stearns Companies Inc. (the “Company”), JPMorgan Chase & Co. (the “Guarantor”) and The Bank of New York, as trustee (the “Trustee”), to the Indenture, dated as of December 16, 1998 (as supplemented by the First Supplemental Indenture, dated as of December 16, 1998, and by the Second Supplemental Indenture, dated as of May 10, 2001, and as otherwise heretofore amended, supplemented or modified, the “Indenture”), between the Company and the Trustee.

RECITALS

     WHEREAS, the Company and the Trustee have heretofore entered into the Indenture to provide for the issuance of the Company’s Securities;

     WHEREAS, Section 10.01(f) of the Indenture permits, without the Consent of Securityholders, the Company, when authorized by a Resolution of the Company, and the Trustee to enter into a supplemental indenture to, inter alia, make any provision with respect to matters or questions arising under the Indenture which shall not adversely affect the interest of the holders of Securities of any series in any material respect, or, in the case of the Securities of a series issued to a Bear Stearns Trust and for so long as any of the corresponding series of Preferred Securities issued by such Bear Stearns Trust shall remain outstanding, the holders of such Preferred Securities;

     WHEREAS, the Guarantor is not under any obligation to guarantee any of the Company’s obligations under the Securities;

     WHEREAS, pursuant to the request of the Company, the Trustee has agreed to amend certain provisions of the Indenture as set forth below and to enter into a supplemental indenture to reflect such amendments to the Indenture;

     WHEREAS, the Trustee has received (i) an Opinion of Counsel pursuant to Sections 10.03 and 16.04 of the Indenture, (ii) a copy of the Resolution of the Company authorizing the execution and delivery by the Company of this Supplemental Indenture and (iii) an Officers’ Certificate pursuant to Section 16.04 of the Indenture; and

     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company in accordance with its terms have been done;

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company and the Trustee covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

1.      Defined Terms. Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

2.      Guarantee. The Guarantor hereby makes the guarantee contained in Appendix A hereto with respect to the obligations and liabilities of the Company under the Securities and the

Indenture. For the avoidance of doubt, Appendix A is incorporated into this Supplemental Indenture in its entirety and forms a part hereof.

10.      Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

11.      Jurisdiction. The parties hereto agree that any and all suits, actions and proceedings to enforce any and all rights or obligations relating to the subject matter of this Supplemental Indenture, or to resolve any dispute arising hereunder, shall be brought exclusively before the New York State or federal courts located in the State of New York, County of New York, and hereby consent to the jurisdiction of such courts. The parties hereto hereby waive any objection to venue of such suit, action or proceeding brought in such courts and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.

12.      Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS SUPPLEMENTAL INDENTURE.

13.      Effectiveness. This Supplemental Indenture shall be effective as of the close of business on the date hereof.

14.      Counterparts. This Supplement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

15.      Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this Supplemental Indenture.

16.      TIA. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA or deemed to be part of and govern any provision of this Supplemental Indenture, such required or deemed provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

17.      Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

18.      Trustee Makes No Representation. The recitals contained herein shall be taken as statements of the Company or the Guarantor, and the Trustee assumes no responsibility for their

- 2 -

correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

- 3 -

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

THE BEAR STEARNS COMPANIES INC. 

By:   /s/ Michael Cavanagh                             

             Michael Cavanagh 

             President 

JPMORGAN CHASE & CO. 

By:   /s/ Michael Cavanagh                               

             Michael Cavanagh 

             Executive Vice President and Chief Financial 

             Officer 

THE BANK OF NEW YORK, AS TRUSTEE 

By:              /s/ Timothy Casey                                    

             Name: Timothy Casey

             Title:    Assistant Treasurer

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APPENDIX A

This GUARANTEE, dated effective as of June 30, 2008 (this “Guarantee”), is made by JPMORGAN CHASE & CO., a Delaware corporation and multi-bank financial holding company headquartered in New York, New York (“Guarantor”).

W I T N E S S E T H :

WHEREAS, Guarantor has agreed at the request of The Bear Stearns Companies Inc., a Delaware corporation (“Obligor”), in accordance with the terms and conditions hereof, to guarantee the payment of all liabilities and obligations of Obligor in its capacity as issuer of the securities issued under the Indenture, dated as of December 16, 1998, between Obligor and The Bank of New York, as trustee, (as amended, supplemented or modified from time to time) (the “Instruments”, an d each such liability or obligation, an “Obligation”), such Guarantee to be for the benefit of each holder from time to time of an Instrument (all such holders, collectively, the “Beneficiaries”);

                   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

(1)	Guarantee. Guarantor absolutely, fully and unconditionally guarantees to each Beneficiary and its
	successors and permitted assigns the timely and complete payment when due, whether by
	acceleration or otherwise, of all Obligations to such Beneficiary. If Obligor fails to meet any
	Obligation in full when due, Guarantor shall, as an independent obligation, promptly upon written
	notice to Guarantor of such failure from the applicable Beneficiary or its agent, meet such
	Obligation to such Beneficiary in accordance with all terms and provisions of such Obligation, as
	if such payment were made by Obligor.
(2)	Guarantee of Payment, not Collection. This Guarantee is a guarantee of payment and not of
	collection only and shall be binding on Guarantor’s successors and assigns. The Beneficiaries
	shall not be required to exhaust any right or remedy or to take any action or file any claim against
	Obligor or any other person or entity or any collateral as a condition to payment by Guarantor
	hereunder.
(3)	Guarantee Irrevocable. This Guarantee is a continuing guarantee of all Obligations now or
	hereafter existing, and shall remain in full force and effect until the earliest to occur of (A)
	complete payment of all Obligations, (B) none of the Instruments remains outstanding or (C) the
	express assumption by the Guarantor of the due and punctual payment of the principal of and
	interest on all the Instruments, according to their tenor, and the due and punctual performance and
	observance of all of the covenants and conditions of the Indenture to be performed by the
	Obligor.
(4)	Guarantee Absolute. Guarantor guarantees that the Obligations shall be timely paid strictly in
	accordance with all applicable written terms and provisions thereof. Guarantor’s liability
	hereunder is absolute and unconditional irrespective of any matter or circumstance whatsoever
	with respect to the Obligations which might constitute a defense available to, or discharge of,
	Obligor or a guarantor, including, without limitation:

	(a)	any change in the amount, time, manner or place of payment of, or in any other term of,
		any Obligation, or any other amendment or waiver of or any consent to departure from
		any terms of any Obligation;
	(b)	any release, surrender or amendment or waiver of, or consent to departure from, any
		other guarantee or support document, or any exchange, release or non-perfection of any
		security, collateral or other credit support, for any Obligation;
	(c)	any lack of validity or enforceability of any Obligation;
	(d)	any injunction, stay or similar action in any bankruptcy, insolvency or other proceeding
		or rehabilitative action barring or limiting payment of any Obligation by Obligor;
	(e)	the absence of any action to enforce any Obligation or any collateral therefor;
	(f)	the rendering of any judgment against Obligor or any action to enforce the same;
	(g)	any order is made by any competent court or authority for the winding up or dissolution
		of Obligor or Obligor admits in writing its inability to pay or meet its debts as they may
		mature or suspends or threatens to suspend payment of its debts or if proceedings are
		initiated against Obligor under any applicable liquidation, insolvency, composition,
		reorganization or other similar laws, or an application is made (or documents filed with a
		court) for the appointment of an administrative or other receiver, manager, administrator
		or other similar officer or any such person is appointed in respect of the whole or a
		substantial part of the assets or undertakings of Obligor or Obligor convenes a meeting of
		its creditors or makes or proposes to make any arrangements or compositions with or any
		assignment for the benefit of its creditors or if some event having an equivalent effect
		occurs;
	(h)	any event or circumstance constituting fraud in the inducement or any other similar event
		or circumstance; and
	(i)	any lack or limitation of status, capacity or power, or any incapacity or disability, of
		Obligor, or of any other guarantor or obligor in respect of any Obligation, or any change
		whatsoever in the objects, capital structure, constitution or business of Obligor.
(5)	Subordination. This Guarantee and the obligations of Guarantor hereunder shall be subordinate
	to certain other obligations of Guarantor in accordance with the terms set forth on Schedule 1
	hereto.
(6)	Waiver of Defenses. Guarantor hereby waives diligence, presentment, demand of payment
	(except as provided in paragraph (1)), any right to require a proceeding against Obligor, protest or
	notice with respect to the Obligations and all demands whatsoever, and covenants that this
	Guarantee shall not be discharged except by complete payment of the Obligations. The grant of
	time or other indulgence to Obligor shall in no manner release Guarantor from any of its
	obligations hereunder.
(7)	Reinstatement. This Guarantee shall continue to be effective or shall be reinstated, as the case
	may be, if at any time any payment of any Obligation is rescinded or must otherwise be returned
	by a Beneficiary upon the insolvency, bankruptcy or reorganization of Obligor or otherwise, all

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	as though the payment had not been made; provided that such payment shall be made only to the
	extent not already made.
(8)	Subrogation. Guarantor shall be subrogated to all rights of the relevant Beneficiaries against
	Obligor in respect of any amounts paid by Guarantor hereunder; provided that all rights of
	Guarantor against Obligor arising as a result thereof shall in all respects be subordinate and junior
	to the prior payment in full of all Obligations.
(9)	Representations/Warranties. Guarantor represents and warrants to each Beneficiary that, as of
	the date hereof:
	(a)	It is a corporation duly organized, validly existing and in good standing under the laws of
		the State of Delaware;
	(b)	It has the full power and authority to execute and deliver this Guarantee and to perform
		its obligations hereunder; it has taken all necessary action to authorize such execution,
		delivery and performance;
	(c)	This Guarantee constitutes a legal, valid and binding obligation of Guarantor, enforceable
		against Guarantor in accordance with its terms, except as such enforceability may be
		limited by bankruptcy, insolvency, receivership or other similar laws affecting the rights
		of creditors generally, or by general principles of equity; and
	(d)	No authorization, approval or consent of, and no filing or registration with, any
		governmental authority of the United States of America or any State or District thereof is
		necessary for the execution, delivery or performance by Guarantor of this Guarantee or
		for the validity or enforceability hereof.
(10)	Notices. Any notice or communication required or permitted to be made under this Guarantee
	shall be made in writing and sent to Guarantor at the following address:
	JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017-2070
	Attn: Treasury Department, Regulatory and Guarantee Group - Peter W. Smith
	Phone: 212-270-5815
	Facsimile: 212-270-0819
	A notice shall be effective when received by Guarantor.
(11)	Captions. The headings and captions in this Guarantee are for convenience only and shall not
	affect the interpretation or construction of this Guarantee.
(12)	Not Insured. This Guarantee is not insured by the Federal Deposit Insurance Corporation of the
	United States of America.
(13)	GOVERNING LAW. THIS GUARANTEE AND ALL MATTERS ARISING OUT OF OR
	RELATING TO THIS GUARANTEE SHALL BE GOVERNED BY, AND THIS
	GUARANTEE SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
	STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO
	CHOICE OF LAW DOCTRINE.

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Schedule 1

SUBORDINATION OF GUARANTEE

         Capitalized terms used in this Schedule and not otherwise defined herein or in the Appendix A to which this Schedule is attached have the meanings ascribed to them in the Indenture.

                  Section 1. Agreement to Subordinate

Guarantor, for itself, its successors and assigns, covenants and agrees, and each Beneficiary likewise covenants and agrees by its acceptance thereof, that the Guarantee shall be subordinate and junior in right of payment to all Senior Indebtedness of Guarantor, and that upon any payment or distribution of assets of Guarantor upon any liquidation, dissolution, winding-up, reorganization, assignment for benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructurings or similar proceedings or in connection with any insolvency or bankruptcy proceedings of Guarantor, the holders of Senior Indebtedness of Guarantor shall first be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Seni or Indebtedness before any payment shall be made on account of principal or interest pursuant to the Guarantee. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of Guarantor, the Beneficiaries, together with the holders of any obligations of Guarantor ranking on a parity with the Guarantee, shall be entitled to be paid from the remaining assets of Guarantor the amounts at the time due and owing on account of unpaid principal and interest pursuant to the Guarantee before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of Guarantor ranking junior to the Guarantee. In addition, in the event of any such proceeding, if any payment or distribution of assets of Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedne ss of Guarantor being subordinated to the payment of the Guarantee shall be received by the Trustee or the Beneficiaries before all Senior Indebtedness of Guarantor is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Guarantor may have been issued, ratably, for application to the payment of all Senior Indebtedness of Guarantor remaining unpaid until all such Senior Indebtedness of Guarantor shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of Guarantor. The obligations of Guarantor in respect of the Guarantee shall rank on a parity with any obligations of Guarantor ranking on a parity with the Guarantee. Nothing in this Schedule shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of the Indenture.

Guarantor shall give prompt written notice to the Trustee of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to Guarantor as a whole, whether voluntary or involuntary and of any event specified in Section 9 below. The Trustee, subject to the provisions of Section 7.01 of the Indenture, shall be entitled to assume that, and may act as if, no event referred to in the preceding sentence has occurred unless a Responsible Officer of the Trustee assigned to the Trustee’s Corporate Trustee Administration Department has received at the principal office of the Trustee from the Guarantor or any one or more holders of Senior Indebtedness of Guarantor or any trustee or representative therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of Guarantor referred to in this Schedule, the Trustee and Beneficiaries shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified

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in the first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Schedule, and the Trustee, subject to the provisions of Article VII of the Indenture, and the Beneficiaries shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the Beneficiaries for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Schedule. In the absence of any such liquidating trustee, agen t or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of Guarantor (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of Guarantor, to participate in any payment or distribution pursuant to this Schedule, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Schedule, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 2: Obligation of Guarantor Unconditional

Nothing contained in this Schedule or elsewhere in the Indenture is intended to or shall impair, as between Guarantor and the Beneficiaries, the Guarantee, which is absolute and unconditional, of payment to such Beneficiaries of the principal of and interest on the Securities of each series, when, where and as the same shall become due and payable all in accordance with the terms of this Guarantee, or is intended to or shall affect the relative rights of such Beneficiaries and creditors of Guarantor other than the holders of the Senior Indebtedness of Guarantor, nor shall anything herein or therein prevent the Trustee or any Beneficiary from exercising all remedies against Guarantor otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this Schedule of the holders of Senior Indebtedness of Guarantor in respect of cash, property, or securities of Guarantor received upon the exercise of any such remedy.

Section 3: Limitations on Duties to Holders of Senior Indebtedness of Guarantor

With respect to the holders of Senior Indebtedness of Guarantor, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Schedule, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of Guarantor shall be read into this Schedule against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of Guarantor, except with respect to moneys held in trust pursuant to the first paragraph of Section 1 above.

Section 4: Notice to Trustee of Facts Prohibiting Payment

Notwithstanding any of the provisions of this Schedule or any other provisions of the Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee unless and until a Responsible Officer of the Trustee assigned to its Corporate Trustee Administration Department shall have received at the principal office of the Trustee written notice thereof from Guarantor or from one or more holders of Senior Indebtedness of Guarantor or from any trustee or representative therefor who shall

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have been certified by Guarantor or otherwise established to the reasonable satisfaction of the Trustee to be such a holder or trustee or representative; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01 of the Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that, if prior to the fifth Business Day preceding the date upon which by the terms hereof any such moneys may become payable for any purpose, or in the event of the execution of an instrument pursuant to Section 12.01 of the Indenture acknowledging satisfa ction and discharge of the Indenture, then if prior to the second Business Day preceding the date of such execution, the Trustee shall not have received with respect to such moneys the notice provided for in this Schedule, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and/or apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date; provided, however, no such application shall affect the obligations under this Schedule of the Persons receiving such moneys from the Trustee.

Section 5: Application by Trustee of Moneys Deposited with It

Anything in the Indenture and this Schedule to the contrary notwithstanding, any deposit of moneys by Guarantor with the Trustee or any agent (whether or not in trust) for any payment of principal or interest pursuant to the Guarantee shall, except as provided in Section 4 of this Schedule, be subject to the provisions of Section 1 of this Schedule.

Section 6: Subrogation

Subject to the payment in full of all Senior Indebtedness of Guarantor, the Beneficiaries shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of Guarantor applicable to such Senior Indebtedness until the Securities shall be paid in full, and none of the payments or distributions to the holders of such Senior Indebtedness to which the Beneficiaries or the Trustee would be entitled except for the provisions of this Schedule or of payments over, pursuant to the provisions of this Schedule, to the holders of such Senior Indebtedness by the Beneficiaries or the Trustee shall, as between Guarantor, its creditors other than the holders of such Senior Indebtedness, and the Beneficiaries, be deemed to be a payment by Guarantor to or on account of such Senior Indebtedness; it being understood that the provisions of this Schedule are and are intended solely for the purpose of defining the relative rights of the Beneficiaries, on the one hand, and the holders of the Senior Indebtedness of Guarantor, on the other hand.

Section 7: Subordination Rights Not Impaired by Acts or Omissions of Guarantor orHolders of Senior Indebtedness of Guarantor

No right of any present or future holders of any Senior Indebtedness of Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by Guarantor with the terms, provisions and covenants of the Guarantee (including this Schedule), regardless of any knowledge thereof with which any such holder may have or be otherwise charged. The holders of Senior Indebtedness of Guarantor may, at any time or from time to time and in their absolute discretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebte dness of Guarantor, or amend or supplement any instrument pursuant to which any such Senior Indebtedness of Guarantor is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness of Guarantor including, without limitation, the waiver of default thereunder, all without notice to or assent from the Beneficiaries or the Trustee and without affecting the obligations of Guarantor, the Trustee or the Beneficiaries under this Article.

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Section 8: Authorization of Trustee to Effectuate Subordination of Securities

Each Beneficiary, by its acceptance of the Guarantee, authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate, as between the Beneficiaries and the holders of Senior Indebtedness of Guarantor, the subordination provided in this Schedule. If, in the event of any proceeding or other action relating to Guarantor referred to in the first sentence of Section 1 of this Schedule, a proper claim or proof of debt in the form required in such proceeding or action is not filed by or on behalf of the Beneficiaries prior to fifteen days before the expiration of the time to file such claim or claims, then the holder or holders of Senior Indebtedness of Guarantor shall have the right to file and are hereb y authorized to file an appropriate claim for and on behalf of the Beneficiaries.

Section 9: No Payment when Senior Indebtedness in Default

In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or in the event any judicial proceeding shall be pending with respect to any such default in payment or such event or default, then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by Guarantor on account of principal (or premium, if any) or interest (including any Additional Sums, Additional Interest, Compounded Interest and Special Interest), if any, pursuant to the Guarantee or on account of the purchase or other acquisition of Instruments by Guarantor or any subsidiary.

In the event that, notwithstanding the foregoing, Guarantor shall make any payment to the Trustee or any Beneficiary prohibited by the foregoing provisions of this Schedule, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Beneficiary, then and in such event payment shall be paid over and delivered forthwith to Guarantor.

Section 10: Right of Trustee to Hold Senior Indebtedness of Guarantor

The Trustee shall be entitled to all of the rights set forth in this Schedule in respect of any Senior Indebtedness of Guarantor at any time held by it in its individual capacity to the same extent as any other holder of such Senior Indebtedness, and nothing in the Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

Section 11: Schedule 1 Not to Prevent Defaults

The failure to make a payment pursuant to the terms of the Guarantee by reason of any provision in this Schedule shall not be construed as preventing the occurrence of a default under the Indenture.

Section 12: Definition of Senior Indebtedness

For purposes of this Schedule,

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“Indebtedness” or “indebtedness” shall mean with respect to any person, whether recourse is to all or a portion of the assets of such person and whether or not contingent, (i) every obligation of such person for money borrowed; (ii) every obligation of such person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation of such person with respect to letters of credit, bankers’ acceptances or similar facilities issues for the account of such person; (iv) every obligation of such person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts pay able or accrued liabilities arising in the ordinary course of business); (v) every capital lease obligation of such person; (vi) every obligation of such person for claims in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts and similar agreements; and (vii) every obligation of the type referred to in clauses (i) through (vi) of another person and all dividends of another person the payment of which, in either case, such person has guaranteed or is responsible or liable, directly or indirectly, or otherwise.

“Senior Indebtedness” or “Senior Indebtedness of the Guarantor” shall mean the principal of and premium, if any, and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Guarantor whether or not such claim for post-petition interest is allowed in such proceeding), on Indebtedness, whether incurred on or prior to the date of the Guarantee or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Guarantee or to other Indebtedness which is pari passu with, or subordinated to, the Guarantee; provided, however, that Senior Indebtedness shall not be deemed to include (i) any Indebtedness of the Guarantor which when incurred and without respect to any election under Section 1111(b) of the federal Bankruptcy Code was without recourse to the Guarantor, (ii) any Indebtedness of the Guarantor to any of its subsidiaries, (iii) Indebtedness to any employee of the Guarantor, (iv) Indebtedness which by its terms is subordinated to trade accounts payable or accrued liabilities arising in the ordinary course of business to the extent that payments made to the holders of such Indebtedness by the Beneficiaries as a result of the subordination provisions of this Schedule would be greater than such payments otherwise would have bee n as a result of any obligation of such holders of such Indebtedness to pay amounts over to the obligees on such trade accounts payable or accrued liabilities arising in the ordinary course of business as a result of subordination provisions to which such Indebtedness is subject, and (v) any other guarantee of debt securities issued pursuant to the Indenture or the Existing Indenture.

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EX-4.4

     FIRST AMENDMENT, dated as of June 30, 2008, (this “Amendment”), among The Bear Stearns Companies Inc. (the “Company”), JPMorgan Chase & Co. (the “Guarantor”) and The Bank of New York, as trustee (the “Guarantee Trustee”), to the Preferred Securities Guarantee Agreement, dated as of May 10, 2001 (the “Securities Guarantee”), between the Company and the Guarantee Trustee.

RECITALS

     WHEREAS, the Company and the Guarantee Trustee have heretofore entered into the Securities Guarantee for the benefit of the Holders (as defined therein) of the Preferred Securities (as defined therein);

     WHEREAS, Section 9.2 of the Securities Guarantee permits, without the consent of any Holders of Preferred Securities, amendments to the Securities Guarantee which do not adversely affect the rights of the Holders of Preferred Securities in any material respect;

     WHEREAS, the Guarantor is not under any obligation to guarantee any of the Company’s obligations under the Preferred Securities;

     WHEREAS, pursuant to the request of the Company, the Guarantee Trustee has agreed to amend certain provisions of the Securities Guarantee as set forth below;

     WHEREAS, the Guarantee Trustee has received (1) a copy of a resolution of the board of directors of the Company authorizing the execution and delivery by the Company of this Amendment, and (2) an Officers’ Certificate pursuant to Section 3.2(a)(ii) of the Securities Guarantee; and

     WHEREAS, all things necessary to make this Amendment a valid agreement of the Company in accordance with its terms have been done;

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company and the Guarantee Trustee covenant and agree for the equal and ratable benefit of the Holders of the Preferred Securities as follows:

1.      Defined Terms. Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Securities Guarantee shall have the meanings assigned to them in the Securities Guarantee.

2.      Guarantee. The Guarantor hereby makes the guarantee contained in Appendix A hereto with respect to the obligations and liabilities of the Company in respect of the Preferred Securities and the Securities Guarantee. For the avoidance of doubt, Appendix A is incorporated into this Amendment in its entirety and forms a part hereof.

3.      Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof.

4.      Jurisdiction. The parties hereto agree that any and all suits, actions and proceedings to enforce any and all rights or obligations relating to the subject matter of this Amendment, or to resolve any dispute arising hereunder, shall be brought exclusively before the New York State or federal courts located in the State of New York, County of New York, and hereby consent to the jurisdiction of such courts. The parties hereto hereby waive any objection to venue of such suit, action or proceeding brought in such courts and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.

5.      Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AMENDMENT.

6.      Effectiveness. This Amendment shall be effective as of the close of business on the date hereof.

7.      Counterparts. This Amendment may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

8.      Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this Amendment.

9.      Ratification of Securities Guarantee; Amendment Part of Securities Guarantee. Except as expressly amended hereby, the Securities Guarantee is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Securities Guarantee for all purposes, and every holder of Preferred Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

10.      Guarantee Trustee Makes No Representation. The recitals contained herein shall be taken as statements of the Company or the Guarantor, and the Guarantee Trustee assumes no responsibility for their correctness. The Guarantee Trustee makes no representation as to the validity or sufficiency of this Amendment.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

THE BEAR STEARNS COMPANIES INC. 

By:   /s/ Michael Cavanagh                            

             Michael Cavanagh 

             President 

JPMORGAN CHASE & CO. 

By:    /s/ Michael Cavanagh                            

             Michael Cavanagh 

             Executive Vice President and Chief Financial 

             Officer 

THE BANK OF NEW YORK, AS GUARANTEE 

TRUSTEE 

By:              /s/ Timothy Casey                                     

             Name: Timothy Casey

             Title:    Assistant Treasurer

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APPENDIX A

This GUARANTEE, dated effective as of June 30, 2008 (this “Guarantee”), is made by JPMORGAN CHASE & CO., a Delaware corporation and multi-bank financial holding company headquartered in New York, New York (“Guarantor”).

W I T N E S S E T H :

WHEREAS, Guarantor has agreed at the request of The Bear Stearns Companies Inc., a Delaware corporation (“Obligor”), in accordance with the terms and conditions hereof, to guarantee the payment of all liabilities and obligations (each such liability or obligation, an “Obligation”) of Obligor in its capacity as guarantor of the preferred securities (the “Preferred Securities”) of Bear Stearns Capital Trust III, a Delaware statutory business trust (the “Trust”), under the Preferred Securities Guarantee Agreement, dated as of May 10, 2001, between Obligor and The Bank of New York, as trustee, (as amended, supplemented or modified from time to time, the “Underlying Guarantee”), such Guarantee to be for the benefit of each holder from time to time of a Preferred Security (all suc h holders, collectively, the “Beneficiaries”);

                 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

(1)	Guarantee. Guarantor absolutely, fully and unconditionally guarantees to each Beneficiary and its
	successors and permitted assigns the timely and complete payment when due, whether by
	acceleration or otherwise, of all Obligations to such Beneficiary. If Obligor fails to meet any
	Obligation in full when due, Guarantor shall, as an independent obligation, promptly upon written
	notice to Guarantor of such failure from the applicable Beneficiary or its agent, meet such
	Obligation to such Beneficiary in accordance with all terms and provisions of such Obligation, as
	if such payment were made by Obligor.
(2)	Guarantee of Payment, not Collection. This Guarantee is a guarantee of payment and not of
	collection only and shall be binding on Guarantor’s successors and assigns. The Beneficiaries
	shall not be required to exhaust any right or remedy or to take any action or file any claim against
	Obligor or any other person or entity or any collateral as a condition to payment by Guarantor
	hereunder.
(3)	Guarantee Irrevocable. This Guarantee is a continuing guarantee of all Obligations now or
	hereafter existing, and shall remain in full force and effect until the earliest to occur of (A)
	complete payment of all Obligations, (B) none of the Preferred Securities remains outstanding or
	(C) the express assumption by the Guarantor of the obligations of Obligor under the Underlying
	Guarantee.
(4)	Guarantee Absolute. Guarantor guarantees that the Obligations shall be timely paid strictly in
	accordance with all applicable written terms and provisions thereof. Guarantor’s liability
	hereunder is absolute and unconditional irrespective of any matter or circumstance whatsoever
	with respect to the Obligations which might constitute a defense available to, or discharge of,
	Obligor or a guarantor, including, without limitation:

	(a)	any change in the amount, time, manner or place of payment of, or in any other term of,
		any Obligation, or any other amendment or waiver of or any consent to departure from
		any terms of any Obligation;
	(b)	any release, surrender or amendment or waiver of, or consent to departure from, any
		other guarantee or support document, or any exchange, release or non-perfection of any
		security, collateral or other credit support, for any Obligation;
	(c)	any lack of validity or enforceability of any Obligation;
	(d)	any injunction, stay or similar action in any bankruptcy, insolvency or other proceeding
		or rehabilitative action barring or limiting payment of any Obligation by Obligor;
	(e)	the absence of any action to enforce any Obligation or any collateral therefor;
	(f)	the rendering of any judgment against Obligor or any action to enforce the same;
	(g)	any order is made by any competent court or authority for the winding up or dissolution
		of Obligor or Obligor admits in writing its inability to pay or meet its debts as they may
		mature or suspends or threatens to suspend payment of its debts or if proceedings are
		initiated against Obligor under any applicable liquidation, insolvency, composition,
		reorganization or other similar laws, or an application is made (or documents filed with a
		court) for the appointment of an administrative or other receiver, manager, administrator
		or other similar officer or any such person is appointed in respect of the whole or a
		substantial part of the assets or undertakings of Obligor or Obligor convenes a meeting of
		its creditors or makes or proposes to make any arrangements or compositions with or any
		assignment for the benefit of its creditors or if some event having an equivalent effect
		occurs;
	(h)	any event or circumstance constituting fraud in the inducement or any other similar event
		or circumstance; and
	(i)	any lack or limitation of status, capacity or power, or any incapacity or disability, of
		Obligor, or of any other guarantor or obligor in respect of any Obligation, or any change
		whatsoever in the objects, capital structure, constitution or business of Obligor.
(5)	Subordination. This Guarantee will constitute an unsecured obligation of the Guarantor and will
	rank subordinate and junior in right of payment to all present and future Senior Indebtedness of
	the Guarantor (as defined in that certain Third Supplemental Indenture of even date herewith to
	the Indenture dated as of December 16, 1998, between Obligor and The Bank of New York, as
	trustee). This Guarantee will rank pari passu with all other guarantees (if any) issued by the
	Guarantor with respect to capital securities (if any) to be issued by other trusts to be established
	by Obligor (if any). By its acceptance of this Guarantee, each Beneficiary agrees to the foregoing
	provisions of this Guarantee.
(6)	Waiver of Defenses. Guarantor hereby waives diligence, presentment, demand of payment
	(except as provided in paragraph (1)), any right to require a proceeding against Obligor, protest or
	notice with respect to the Obligations and all demands whatsoever, and covenants that this
	Guarantee shall not be discharged except by complete payment of the Obligations. The grant of
	time or other indulgence to Obligor shall in no manner release Guarantor from any of its
	obligations hereunder.

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(7)	Reinstatement. This Guarantee shall continue to be effective or shall be reinstated, as the case
	may be, if at any time any payment of any Obligation is rescinded or must otherwise be returned
	by a Beneficiary upon the insolvency, bankruptcy or reorganization of Obligor or otherwise, all
	as though the payment had not been made; provided that such payment shall be made only to the
	extent not already made.
(8)	Subrogation. Guarantor shall be subrogated to all rights of the relevant Beneficiaries against
	Obligor in respect of any amounts paid by Guarantor hereunder; provided that all rights of
	Guarantor against Obligor arising as a result thereof shall in all respects be subordinate and junior
	to the prior payment in full of all Obligations.
(9)	Representations/Warranties. Guarantor represents and warrants to each Beneficiary that, as of
	the date hereof:
	(a)	It is a corporation duly organized, validly existing and in good standing under the laws of
		the State of Delaware;
	(b)	It has the full power and authority to execute and deliver this Guarantee and to perform
		its obligations hereunder; it has taken all necessary action to authorize such execution,
		delivery and performance;
	(c)	This Guarantee constitutes a legal, valid and binding obligation of Guarantor, enforceable
		against Guarantor in accordance with its terms, except as such enforceability may be
		limited by bankruptcy, insolvency, receivership or other similar laws affecting the rights
		of creditors generally, or by general principles of equity; and
	(d)	No authorization, approval or consent of, and no filing or registration with, any
		governmental authority of the United States of America or any State or District thereof is
		necessary for the execution, delivery or performance by Guarantor of this Guarantee or
		for the validity or enforceability hereof.
(10)	Notices. Any notice or communication required or permitted to be made under this Guarantee
	shall be made in writing and sent to Guarantor at the following address:
	JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017-2070
	Attn: Treasury Department, Regulatory and Guarantee Group - Peter W. Smith
	Phone: 212-270-5815
	Facsimile: 212-270-0819
	A notice shall be effective when received by Guarantor.
(11)	Captions. The headings and captions in this Guarantee are for convenience only and shall not
	affect the interpretation or construction of this Guarantee.
(12)	Not Insured. This Guarantee is not insured by the Federal Deposit Insurance Corporation of the
	United States of America.
(13)	GOVERNING LAW. THIS GUARANTEE AND ALL MATTERS ARISING OUT OF OR
	RELATING TO THIS GUARANTEE SHALL BE GOVERNED BY, AND THIS
	GUARANTEE SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE

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STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO 

CHOICE OF LAW DOCTRINE. 

- 4 -

EX-4.5

PREFERRED STOCK GUARANTEE

From

JPMORGAN CHASE & CO.

to

Holders of

THE BEAR STEARNS COMPANIES INC.

6.15% Cumulative Preferred Stock, Series E
5.72% Cumulative Preferred Stock, Series F
and
5.49% Cumulative Preferred Stock, Series G

Dated effective as of June 30, 2008

TABLE OF CONTENTS
		Page
ARTICLE 1 DEFINITIONS AND RULES OF INTERPRETATION		1
Section 1.01	Definitions	1
Section 1.02	Interpretation	2
ARTICLE 2 GUARANTEE		3
Section 2.01	Guarantee	3
Section 2.02	Waiver of Notice and Demand	3
Section 2.03	Absolute and Unconditional	3
Section 2.04	Enforcement of Guarantee	4
Section 2.05	Guarantee of Payment	4
Section 2.06	Subrogation	4
Section 2.07	Reinstatement Of Obligations	4
Section 2.08	Certain Rights, Remedies and Powers of Guaranteed Persons	4
ARTICLE 3 SUBORDINATION		5
Section 3.01	Subordination	5
ARTICLE 4 TERMINATION		5
Section 4.01	Termination	5
ARTICLE 5 MISCELLANEOUS		5
Section 5.01	Amendments	5
Section 5.02	Successors and Assigns	6
Section 5.03	Notices	6
Section 5.04	Benefit	6
Section 5.05	Governing Law	6
Section 5.06	Separability	7

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PREFERRED STOCK GUARANTEE

     This PREFERRED STOCK GUARANTEE, dated effective as of June 30, 2008, (the “Guarantee”) is executed and delivered by JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Stock (as defined herein) of The Bear Stearns Companies Inc., a Delaware corporation (the “Is suer”).

     WHEREAS, the Guarantor is the direct owner of 100% of the issued and outstanding shares of common stock of the Issuer; and

     WHEREAS, Issuer currently has three series of preferred stock issued and outstanding, consisting of the (x) 6.15% Cumulative Preferred Stock, Series E, par value $1.00 per share, (y) 5.72% Cumulative Preferred Stock, Series F, par value $1.00 per share, and (z) 5.49% Cumulative Preferred Stock, Series G, par value $1.00 per share (the “Preferred Stock”); and

     WHEREAS, the rules and regulations of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), permit the Issuer to substantially reduce its Exchange Act reporting obligations, if the Issuer’s payment obligations with respect to the Preferred Stock are fully and unconditionally guaranteed by the Guarantor; and

     WHEREAS, the Guarantor will receive, directly or indirectly, substantial benefits from the Issuer’s ability to reduce its reporting obligations under the Exchange Act, and desires fully and unconditionally to agree, to the extent set forth herein, to guarantee to the Holders of the Preferred Stock the payment of the Guaranteed Payments (as defined herein) on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Guarantor executes and delivers this Guarantee for the benefit of the Holders from time to time.

ARTICLE 1

DEFINITIONS AND RULES OF INTERPRETATION

Section 1.01 Definitions.

     As used in this Guarantee, the terms set forth below shall, unless the context otherwise requires, have the following meanings.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Certificates of Designations” refers to the certificates filed by the Issuer with the Delaware Secretary of State which set forth the designation, rights and privileges of the applicable series of Preferred Stock with respect to which a guarantee is granted hereunder.

     “Dividends” means all dividends payable to Holders of Preferred Stock in accordance with the terms of the Preferred Stock set forth in the Certificates of Designations.

     “Dividend Payments” means any accumulated and unpaid Dividends that have been properly declared by the board of directors of the Issuer on the Preferred Stock out of funds legally available therefor.

     “Guaranteed Payments” shall mean the following payments or distributions, without duplication, with respect to the Preferred Stock then outstanding, to the extent provided for in the Certificates of Designations and to the extent not paid when payable by the Issuer: (i) any Dividend Payments, (ii) the Redemption Price and (iii) the Liquidation Distribution.

     “Holder” shall mean any holder, as registered on the books and records of the Issuer, of any outstanding Preferred Stock; provided, however, that in determining whether the Holders of the requisite percentage of Preferred Stock have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any entity that is an Affiliate of the Guarantor.

     “Liquidation Distribution” means the aggregate of the liquidation amount payable by the Issuer upon the Preferred Stock in accordance with the terms set forth in the Certificates of Designations upon a voluntary or involuntary dissolution, winding-up or liquidation of the Issuer.

     “Supermajority of the Preferred Stock” means Holder(s) of outstanding Preferred Stock voting together as a single class, whose number of shares of Preferred Stock represents at least two-thirds of the number of all outstanding Preferred Stock.

     “Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, estate, joint stock company, unincorporated organization or government, or any agency or political subdivision thereof, or any other entity of whatever nature.

     “Redemption Price” means the amount payable by the Issuer on redemption of the Preferred Stock in accordance with the terms set forth in the Certificates of Designations upon shares of Preferred Stock being duly called for redemption.

Section 1.02 Interpretation.

     In this Guarantee, unless the context otherwise requires:

     (a)      a term defined anywhere in this Guarantee has the same meaning throughout;

     (b)      all references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified, supplemented or amended from time to time;

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     (c)      all references in this Guarantee to Articles and Sections are to Articles and Sections of this Guarantee unless otherwise specified;

     (d)     a reference to the singular includes the plural and vice versa; and

     (e)     the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders.

ARTICLE 2

GUARANTEE

Section 2.01 Guarantee.

     The Guarantor hereby fully and unconditionally guarantees to each Holder the due and punctual payment of the Guaranteed Payments, as and to the extent applicable (without duplication of amounts theretofore paid by the Issuer) when and as the same shall become due and payable, according to the terms of the Preferred Stock as set forth in the Certificates of Designations, regardless of any defense, right of setoff or counterclaim that the Issuer may have or assert. In case of the failure of the Issuer or any successor thereto punctually to pay any such Guaranteed Payments, as and to the extent applicable, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, as if such payment were made by the Issuer. The Guarantor’s obligation to make a Guaranteed Payment may be satisfied by direct payment of the required amounts by the Guarantor t o or for the benefit of the Holders or by payment by the Issuer of such amounts to or for the benefit of the Holders.

Section 2.02 Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

Section 2.03 Absolute and Unconditional.

     The Guarantor hereby agrees that its obligations under this Guarantee shall be as if it were a principal obligor and not merely a surety and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of the Preferred Stock, the absence of any action to enforce the same, any waiver or consent by the Holder of any shares of Preferred Stock with respect to any terms thereof, the recovery of any judgment against the Issuer or any action to enforce the same, or any circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Preferred Stock and that the Guarantor shall be liable as a principal obligor hereunder to make Guaranteed Payments pursuant to the terms of this Guarantee notwithstanding the occurrence o f any event referred to in this Section 2.03.

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Section 2.04 Enforcement of Guarantee.

     Any Holder of Preferred Stock may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee, without first instituting a legal proceeding against the Issuer or any other Person.

Section 2.05 Guarantee of Payment.

     This Guarantee creates a guarantee of payment and not merely of collection. This Guarantee will not be discharged except (i) by payment of the Dividend Payments, the Redemption Price or the Liquidation Distribution, if and as applicable, in full by the Issuer, (ii) by payment of the Guaranteed Payments in full (without duplication of amounts theretofore paid by the Issuer) by the Guarantor or (iii) upon termination of this Guarantee pursuant to Section 4.01 hereof.

Section 2.06 Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer in respect of any amounts paid to the Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guaranto r in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the applicable Holders and to pay over such amount to or for the applicable Holders.

Section 2.07 Reinstatement of Obligations.

     If any Holder of Preferred Stock is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official acting in relation to the Issuer or the Guarantor, any amount paid to such Holder in respect of Guaranteed Payments, the Guarantee issued under this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Section 2.08 Certain Rights, Remedies and Powers of Guaranteed Persons.

     The Holders of Preferred Stock shall have all of the rights and remedies available under applicable law and may proceed by appropriate court action to enforce the terms hereof and to recover damages for the breach hereof. Each and every remedy of each such Person shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy now or hereafter existing at law or in equity. At the option of any such Person, the Guarantor may be joined in any action or proceeding commenced by such Person against the Issuer in respect of any obligations guaranteed pursuant to this Guarantee, and recovery may be had against the Guarantor in such action or proceeding or in any independent action or proceeding against the Guarantor, without any requirement that any remedy or claim against the Issuer be first asserted, prosecuted or exhausted.

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ARTICLE 3

SUBORDINATION

Section 3.01 Subordination.

     This Guarantee will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment, and subject, to all liabilities of the Guarantor, except those made pari passu or subordinate by their terms, (ii) pari passu with the most senior preferred stock or preference shares now or hereafter issued by the Guarantor and with any guarantee now or hereafter entered into by the Guarantor in respect of any of the most senior preferred stock or preference stock of any Affiliate of the Guarantor, and (iii) senior to all common stock now or hereafter issued by the Guarantor. The Guaranto r’s obligations under this Guarantee will rank pari passu with respect to obligations under other guarantee agreements that it may enter into from time to time to the extent that such agreements shall be entered into in substantially the form hereof and provide for comparable guarantees by the Guarantor of payment on preferred stock issued by the Issuer or any of its Affiliates.

ARTICLE 4

TERMINATION

Section 4.01 Termination.

     This Guarantee shall terminate and be of no further force and effect upon: (i) full payment of the Redemption Price of all Preferred Stock, (ii) full payment of the amounts payable to or for the Holders in accordance with the Certificates of Designations upon liquidation, dissolution or winding up of the Issuer, or (iii) such date when no shares of Preferred Stock are outstanding (including as a result of any merger or business combination as a result of which the Preferred Stock is exchanged for preferred stock of the Guarantor which has substantially similar terms to the Preferred Stock). Notwithstanding the foregoing, this Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore to the Guarantor any Guaranteed Payments or to the Issuer payment of any sums paid by the Issuer and guaranteed by the Guarantee.

ARTICLE 5

MISCELLANEOUS

Section 5.01 Amendments.

     Except with respect to any changes that would not materially and adversely affect any power, preference or special right of the shares of Preferred Stock or of the Holders thereof (in which case no consent of Holders will be required), this Guarantee may only be amended with the prior approval of the Holders of not less than a Supermajority of the Preferred Stock. Any such approval shall be deemed to be on behalf of the Holders of all of the Preferred Stock. The provisions of the Certificates of Designations concerning meetings or consents of Holders shall apply to the giving of such approval. No amendment may impair the right of any Holder to

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receive payment of any Guaranteed Payments in accordance with this Guarantee as in effect on the date hereof or to institute suit for the enforcement of any such payment without, in each case, the consent of each such Holder.

Section 5.02 Successors and Assigns.

     All guarantees and agreements contained in this Guarantee shall bind the successors, assignees, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of shares of the Preferred Stock then outstanding. Except in connection with a consolidation, merger, conveyance or other transfer or business combination involving the Guarantor in which the resulting or acquiring entity (if other than the Guarantor) agrees in writing to be legally responsible for the Guarantee issued under this Guarantee, the Guarantor shall not assign its obligations hereunder.

Section 5.03 Notices.

     Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, facsimiled or mailed by first class mail as follows:

     (a) if given to the Guarantor, to the address set forth below or such other address as the Guarantor may give notice of to the Holders:

JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017-2070
Phone: (212) 270-2585
Fax Number: (212) 270-0819
Attention: Treasury Department, Regulatory and Guarantee Group
                Peter W. Smith

     (b) if given to any Holder of Preferred Stock, at the address set forth on the books and records of the Issuer.

     All notices hereunder shall be deemed to have been given when received in person, facsimiled with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 5.04 Benefit.

     This Guarantee is solely for the benefit of the Holders and is not separately transferable from the Preferred Stock.

Section 5.05 Governing Law.

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     THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREUNDER, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION ARE MANDATORILY APPLICABLE.

Section 5.06 Separability.

     Wherever possible, each provision of this Guarantee shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guarantee shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guarantee.

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THIS GUARANTEE is effective as of the day and year first above written.

JPMORGAN CHASE & CO. 

By:           /s/ Michael J. Cavanagh               

         Name: Michael J. Cavanagh 

         Title: Chief Financial Officer 

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