Notice of Substitution

    RNS Number : 5926D
  JPMorgan Chase & Co
  16 September 2008
   
    
    NOTICE OF THE SUBSTITUTION OF AN ISSUER AND THE GUARANTOR
    The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc.)
    Bear Stearns Bank plc
guaranteed unconditionally and irrevocably by The Bear Stearns Companies LLC
    Bear Stearns Global Asset Holdings, Ltd.
guaranteed unconditionally and irrevocably by The Bear Stearns Companies LLC
    Warrant Programme/ Warrant and Certificate Programme
    To the holders (the "Holders") of each series of warrants and certificates outstanding on the date of this notice (the "Securities") of
the relevant Issuer specified therein and issued pursuant to:
    (i)    the terms of the applicable Relevant Securities Agreement (as defined in the Schedule hereto); and 
    (ii)    the Warrant Programme of The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc. and referred to
herein as the "Original Obligor") and Bear Stearns Bank plc ("BS Bank") unconditionally and irrevocably guaranteed by the Original Obligor
(the "Warrant Programme"), or the Warrant and Certificate Programme of the Original Obligor, BS Bank and Bear Stearns Global Asset Holdings
Ltd. ("BSGAH") unconditionally and irrevocably guaranteed by the Original Obligor (the "Warrant and Certificate Programme"), as the case may
be (the Warrant Programme and the Warrant and Certificate Programme together shall be referred to herein as the "Programme"):
    JPMorgan Chase & Co. (the "Substitute Obligor") has agreed, at the request of the Original Obligor, to enter into a Supplemental Master
Securities Agreement and to assume all of the rights and obligations of the Original Obligor when acting in its capacity as issuer (the
"Issuer Substitution") and to assume all of the rights and obligations of the Original Obligor when acting in its capacity as guarantor (the
"Guarantor Substitution") under, pursuant to or, as the case may be, in respect of the Securities and each Relevant Securities Agreement in
respect thereof.
    The Original Obligor hereby gives notice to the Holders of the Issuer Substitution and the Guarantor Substitution, each with effect from
16 September, 2008.
    The Supplemental Master Securities Agreement is available for viewing at the offices of the Principal Security Agent specified below.
    Principal Security Agent
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
    Dated: 16 September, 2008
    SCHEDULE
    Each of the following agreements shall be a "Relevant Securities Agreement" for the purposes of this Notice:
    (i)    the Master Warrant Agreement dated 13 February 1998 between, inter alios, the Original Obligor, BS Bank and Bear, Stearns
International Limited ("Calculation Agent");
    (ii)    the amended and restated Master Warrant Agreement dated 16 December 1999, between, inter alios, the Original Obligor, BS Bank
and the Calculation Agent;
    (iii)    the first supplemental Master Warrant Agreement dated 6 July 2001, between, inter alios, the Original Obligor, BS Bank and the
Calculation Agent;
    (iv)    the second supplemental Master Warrant Agreement dated 14 August 2002, between, inter alios, the Original Obligor, BS Bank and
the Calculation Agent;
    (v)    the third supplemental Master Warrant Agreement dated 3 March 2004, between, inter alios, the Original Obligor, BS Bank and the
Calculation Agent;
    (vi)    the fourth supplemental Master Warrant Agreement dated 24 March 2005, between, inter alios, the Original Obligor, BS Bank and
the Calculation Agent;
    (vii)    the amended and restated Master Securities Agreement dated 16 May 2006, between, inter alios, the Original Obligor, BS Bank,
BSGAH and the Calculation Agent; and
    (viii)    the amended and restated Master Securities Agreement dated 21 May 2007, between, inter alios, the Original Obligor, BS Bank,
BSGAH and the Calculation Agent; 
    each executed in connection with the Programme.


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