EXHIBIT 1(k) THE BEAR STEARNS COMPANIES INC. $2,000,000,000 IncomeNotes(SM) DISTRIBUTION AGREEMENTDistribution Agreement • June 20th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
ARTICLE 1Lease Agreement • February 28th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 10th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
andWarrant Agreement • July 17th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and between THE BEAR STEARNS COMPANIES INC.Merger Agreement • March 20th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • Delaware
Exhibit 4(a)(2) THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 29, 1998 (the "Supplement"), to the Indenture dated as of May 31, 1991 (the "Indenture"), between The Bear Stearns Companies Inc., a Delaware corporation (the "Company"), and The...Supplemental Indenture • February 2nd, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
EXHIBIT 1(j) THE BEAR STEARNS COMPANIES INC. $10,227,293,162 Medium Term Notes, Series B with Minimum Maturity of Nine Months from Date of Issue DISTRIBUTION AGREEMENTDistribution Agreement • June 20th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
Exhibit (10)(b)(3) SECOND AMENDMENT TO LEASE ------------------------- SECOND AMENDMENT TO LEASE ("Second Amendment") dated as of the 23rd day of April, 2003 between THE BEAR STEARNS COMPANIES, INC., a Delaware corporation having an office at 383...Lease • February 27th, 2004 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
U.S. $ _.__% GLOBAL NOTES DUE ____ UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
Exhibit 1(g) ___________ Shares of Depositary Shares Each Representing a _______ Interest in a Share of ___% Preferred Stock, $1.00 par value THE BEAR STEARNS COMPANIES INC. UNDERWRITING AGREEMENT THE BEAR STEARNS COMPANIES INC. ____________ Shares of...Underwriting Agreement • March 8th, 2000 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
Exhibit 1(i) THE BEAR STEARNS COMPANIES INC. MEDIUM-TERM NOTES, SERIES B APPOINTMENT OF ADDITIONAL AGENTS AND TERMS AGREEMENT ("TERMS AGREEMENT") January 30, 2003 Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Aegis Capital...Terms Agreement • February 5th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
This Terms Agreement also constitutes a terms agreement pursuant to Section 2(b) of the Distribution Agreement, pursuant to which the Company proposes to issue and sell the Sector Selector Notes to Bear, Stearns & Co. Inc. ("Bear Stearns") and to each of the Additional Agents, as principals, subject to the terms and conditions stated herein. Those provisions of the Distribution Agreement not specifically related to the solicitation by the Agents (as defined in the Distribution Agreement), as agents of the Company, of offers to purchase Notes (as defined in the Distribution Agreement), as modified by this Terms Agreement, are incorporated by reference herein. Nothing contained in this Terms
Execution Version ----------------- SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 24th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • Delaware
and THE CHASE MANHATTAN BANK Trustee INDENTUREIndenture • December 17th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
W I T N E S S E T H:Lease • February 28th, 2002 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • December 17th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 99.1 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Guaranty") is made effective as of the 16th day of March, 2008, by JPMORGAN CHASE & CO. (the "Guarantor"), a Delaware corporation headquartered in New York, New York. WHEREAS, the...Guaranty Agreement • March 20th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
PREFERRED SECURITIES GUARANTEE AGREEMENT BEAR STEARNS CAPITAL TRUST III Dated as of May 10, 2001 CROSS-REFERENCE TABLEPreferred Securities Guarantee Agreement • May 10th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
ANDDeposit Agreement • June 18th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 1(h) JOINDER AGREEMENT This Joinder Agreement dated as of ________ __, ____ (this "Joinder Agreement"), by and among The Bear Stearns Companies Inc., a Delaware corporation (the "Company"), Bear, Stearns & Co. Inc. ("Bear Stearns"), the agents...Joinder Agreement • November 18th, 2003 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENTDistribution Agreement • February 3rd, 2005 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
WARRANT AGREEMENTWarrant Agreement • February 21st, 1996 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
7.80% Trust Issued Preferred Securities (Liquidation amount $25 per Preferred Security) of Bear Stearns Capital Trust III fully and unconditionally guaranteed by The Bear Stearns Companies Inc. Underwriting Agreement ----------------------Underwriting Agreement • May 10th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
FIRST SUPPLEMENTAL INDENTUREIndenture • December 17th, 1998 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
WARRANT AGREEMENTWarrant Agreement • October 13th, 1995 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
CONFORMED COPY Dated June 29th, 2001 BEAR STEARNS GLOBAL ASSET HOLDINGS, LTD. NOTE ISSUANCE AGREEMENT DEED OF GUARANTEEDeed of Guarantee • November 23rd, 2004 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • England
ACQUISITION OF WAGNER STOTT MERCATOR, LLCAcquisition Agreement • February 15th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies
andWarrant Agreement • February 12th, 1996 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 99.2 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated March 16, 2008, between The Bear Stearns Companies...Stock Option Agreement • March 20th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
Exhibit 99.1 GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of March 24, 2008Guarantee and Collateral Agreement • March 28th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
TO THEAgreement and Plan of Merger • March 24th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • Delaware
CONFORMED COPY Dated June 28, 2002 BEAR STEARNS GLOBAL ASSET HOLDINGS, LTD. NOTE ISSUANCE AGREEMENT DEED OF COVENANTNote Issuance Agreement • November 23rd, 2004 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • England
Shares of Depositary Shares Each Representing a Interest in a Share of % Preferred Stock, $1.00 par value THE BEAR STEARNS COMPANIES INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2006 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
EXECUTION VERSION AMENDED AND RESTATED GUARANTY AGREEMENT --------------------------------------- THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this "Guaranty") is made effective as of the 16th day of March, 2008, by JPMORGAN CHASE & CO. (the...Guaranty Agreement • March 24th, 2008 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 10th, 2001 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • New York
SUPPLEMENTAL NOTE ISSUANCE AGREEMENTSupplemental Note Issuance Agreement • November 23rd, 2004 • Bear Stearns Companies Inc • Security brokers, dealers & flotation companies • England and Wales
