EXHIBIT 1(i)
THE BEAR XXXXXXX COMPANIES INC.
Medium Term Notes, Series B
AMENDMENT NO. 1
TO THE
DISTRIBUTION AGREEMENT
February 2, 2005
BEAR, XXXXXXX & CO. INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
WHEREAS, The Bear Xxxxxxx Companies Inc., a Delaware corporation (the
"Company"), and Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx") are parties to a
certain Medium Term Notes, Series B, Distribution Agreement dated as of June
19, 2003 (the "Distribution Agreement"); and
WHEREAS, it is desirable and in the best interests of the Company to amend
the Medium-Term Note Commission Schedule set forth as Exhibit B to the
Distribution Agreement to reference the maximum commission payable pursuant to
policies of the National Association of Securities Dealers, Inc.;
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto hereby amend the Distribution Agreement as follows:
1. Exhibit B to the Distribution Agreement is hereby amended by deleting
the text thereof in its entirety and inserting in lieu thereof the Exhibit B
attached hereto.
2. After the date hereof, all references to the Distribution Agreement
shall be deemed to mean the Distribution Agreement, as amended by this Amendment
No. 1.
3. In the event of a conflict between the terms of this Amendment No. 1
and the Distribution Agreement, as amended, it is the intention of the parties
that the terms of this Amendment No. 1 shall control and the Distribution
Agreement, as amended, shall be interpreted on that basis. To the extent the
provisions of the Distribution Agreement have not been amended by this Amendment
No. 1, the parties hereby confirm and ratify the Distribution Agreement.
4. This Amendment No. 1 may be executed in two or more counterparts, each
of which shall be an original and all of which together shall constitute one
instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument along with all counterparts will become a binding agreement
between you and the Company in accordance with its terms.
Very truly yours,
THE BEAR XXXXXXX COMPANIES INC.
By: /s/ Xxxxxx X. Xxxxxxxx Xx.
--------------------------------------
Xxxxxx X. Xxxxxxxx Xx.
Executive Vice President
and Chief Financial Officer
CONFIRMED AND ACCEPTED, as
of the date first above written:
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Xxxxxxx Xxxxxxx
Treasurer
-2-
EXHIBIT B
MEDIUM-TERM NOTE COMMISSION SCHEDULE
Maturity Ranges Commission*
-------------------------------------------------------- ---------------------
More than 9 months to less than 1 year............... .125%
1 year to less than 18 months........................ .150
18 months to less than 2 years....................... .200
2 years to less than 3 years......................... .250
3 years to less than 4 years......................... .350
4 years to less than 5 years......................... .450
5 years to less than 6 years......................... .500
6 years to less than 7 years......................... .550
7 years to less than 10 years........................ .600
10 years to less than 15 years....................... .625
15 years to less than 20 years....................... .675
20 years or more .................................... .750
* Any Agent may agree with the Company in respect of the sale of any Note to
accept a commission other than one based upon the specified ranges of
maturity, in which case such commission will be set forth in the Pricing
Supplement applicable to such Note, provided, however, that in no case
shall the commission exceed 8% of the initial offering proceeds.
B-1
