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
“Guarantor”), a
Delaware corporation headquartered in New York, New York.
   WHEREAS,
the Guarantor is a party to an Agreement and Plan of Merger with The Bear
Stearns Companies Inc. (“BSC”), dated as of
March 16, 2008 (as amended from time to time, the “Acquisition
Agreement”);
   WHEREAS,
as a condition precedent to entering into the Acquisition Agreement, BSC
requested that the Guarantor enter into a guaranty;
   WHEREAS,
the Guarantor entered into a Guaranty Agreement dated March 16, 2008 (the “Original Guaranty”)
and is entering into this Amended and Restated Guaranty Agreement at the request
of the Covered BSC Entities (as defined below) to replace and make certain
clarifications and additions to the Original Guaranty (without in any way
limiting the scope of any guaranties provided under the Original
Guaranty);
   NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Guarantor
agrees as follows:
   1. The
Guarantor hereby unconditionally guaranties the due and punctual payment of all
Covered Liabilities of the Covered BSC Entities on the terms set forth
herein.
   2. As
used in this Guaranty:
   (a) The
term “Covered BSC
Entities” means BSC and the affiliates of BSC listed on Schedule 1
hereto. For the avoidance of doubt, Covered BSC Entities does not include (x)
any successor, assign or transferee of BSC or the entities listed on Schedule 1,
which successor, assign or transferee is not an affiliate of the Guarantor, or
(y) any subsidiary, affiliate, fund, special purpose entity, variable interest
entity, investment vehicle or other entity owned (directly or indirectly),
affiliated with or organized, promoted, sponsored, managed or otherwise
administered in any manner by BSC or any BSC affiliate listed on Schedule 1 or
in which BSC or any such BSC affiliate has or has had a legal or beneficial
interest or to which BSC or any such affiliate has or has had economic exposure,
in the case of each of the foregoing clauses (x) and (y) unless such entity is
listed on Schedule 1.
   (b) The
term “Covered
Liabilities” means:
   
   (1) all liabilities and obligations under revolving credit
facilities, letters of credit and letter of credit facilities, term loan
facilities, lines of credit (including without limitation in connection with
Trading Contract activities) or uncommitted loan facilities, in each case
whether secured or unsecured (whether absolute or contingent, liquidated or
unliquidated, intraday/daylight, overnight, short or long term) of the Covered
BSC Entities in respect of extensions of credit to a Covered BSC Entity made
prior to the date hereof, made during the Guaranty Period, made at any time
pursuant to a commitment in effect as of the date hereof or made at any time
pursuant to a commitment entered into during the Guaranty Period (in each case
without giving effect to any amendment of such commitment entered into after the
Guaranty Period);
   (2) all
liabilities and obligations (whether absolute or contingent, liquidated or
unliquidated, intraday/daylight, overnight, short or long term) of the Covered
BSC Entities that arise from transactions that have been entered into prior to
the date hereof and all liabilities and obligations (whether absolute or
contingent, liquidated or unliquidated, intraday/daylight, overnight, short or
long term) of the Covered BSC entities that arise from transactions that are
entered into during the Guaranty Period, in each case to the extent (and only to
the extent) that such liabilities or obligations arise under the terms of: prime
brokerage agreements and accounts, securities lending agreements, custodial and
carrying agreements, securities accounts and securities contracts (including but
not limited to contracts and related accounts for the purchase, sale, loan or
borrowing of a security or loan or a group or index of securities or loans, or
options with respect thereto or interests therein), commodity contracts
(including but not limited to contracts for storage, capacity, transmission,
freight, transportation and other ancillary services and products), forward
contracts, futures contracts, tolling agreements, energy management agreements,
repurchase or reverse repurchase agreements, swap agreements, foreign exchange
and currency contracts, options or other derivatives (whether or not such
derivative contracts are financially or physically settled), settlement or
clearing agreements and arrangements (including but not limited to clearance or
settlement for or by the Covered BSC Entities and membership or participation in
any settlement or clearing system, organization or structure), margin loan
agreements, other contracts or transactions similar to any of the foregoing, any
customary brokerage commission with respect to the foregoing, any contractual
obligation to provide collateral or margin in respect of any of the foregoing or
any obligation under a guaranty of any of the foregoing (all of the foregoing in
this subsection 2(b)(2) collectively, whether exchange-traded or
over-the-counter, whether pursuant to a master agreement, confirmation or
otherwise and whether settled in cash, securities or otherwise, the “Trading Contracts”);
and
   (3) all
obligations to deliver cash, securities or other property then held by an
applicable Covered BSC Entity to customers pursuant to instructions delivered to
the applicable Covered BSC Entity during the Guaranty Period pursuant to
agreements or arrangements that provide for the customary custody or safekeeping
of cash, securities or other property;
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   provided, however, that Covered
Liabilities shall not include (i) any liability or obligation of any kind or
nature arising from a transaction entered into after the expiration of the
Guaranty Period (other than to the extent provided in clause 2(b)(i) above with
respect to extensions of credit made after the Guaranty Period pursuant to
commitments entered into prior to or during the Guaranty Period), or (ii) any
liability or obligation of any kind or nature with respect to the Trading
Contracts other than the obligation to pay or perform, as applicable, the
express terms thereof, it being understood that liabilities in respect of
compliance or noncompliance with law or regulation, any actual or asserted
non-contractual breach of duty and any claim relating in any way to asset
allocation or investment advice shall all be deemed not to have arisen under the
express terms of the applicable Trading Contract.
   (c) The
term “Guaranty
Period” means the period commencing on the date hereof and ending on the
End Date.
   (d) The
term “End Date”
means the date specified by Guarantor in a public notice posted on Guarantor’s
website at http://investor.shareholder.com/jpmorganchase/ presentations.cfm,
which date shall be no earlier than the first to occur of (i) the date that is
120 days following the failure of BSC to receive the approval of BSC’s
stockholders required by Section 7.1(a) of the Acquisition Agreement at a duly
held meeting of BSC stockholders convened for the purpose of approving and
adopting the Acquisition Agreement, (ii) the date that is 120 days following
closing of the transactions contemplated in the Acquisition Agreement and (iii)
the date of termination of the Acquisition Agreement pursuant to Section 8.1
thereof, other than pursuant to Section 8.1(f) . The Guarantor agrees that it
shall post the End Date on its website at least 72 hours prior to the occurrence
of the End Date.
   3.
Notwithstanding any other provision hereof, this Guaranty and the obligations of
the Guarantor hereunder shall terminate and be of no further force or effect
(and the Guarantor shall have no further liability hereunder) on and as of the
termination of the Acquisition Agreement pursuant to Section 8.1(e)(i) thereof.
For the avoidance of doubt, the termination of the Acquisition Agreement, other
than pursuant to Section 8.1(e)(i), shall not affect or impair the effectiveness
of the guaranty provided herein with respect to the Covered Liabilities of the
Covered BSC Entities guarantied hereunder or the obligations of the Guarantor
hereunder with respect thereto.
   4. The
Guarantor hereby agrees that its obligations hereunder shall be unconditional,
irrespective of (i) the enforceability of the Covered Liabilities against the
applicable Covered BSC Entity as a result of a bankruptcy, insolvency or like
proceeding or otherwise, (ii) the absence of any action to enforce the Covered
Liabilities against the applicable Covered BSC Entity, (iii) any amendment,
waiver or consent by the applicable Covered BSC Entity or the holder of a
Covered Liability with respect to any provision thereof or (iv) any other
circumstance that might otherwise constitute a legal or
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   equitable discharge or defense of a surety or guarantor. The
Guarantor hereby waives promptness, diligence, presentment, demand of payment
(provided that the Guarantor may require confirmation by BSC or the applicable
Covered BSC Entity that the Covered Liability is due and payable and has not
been otherwise satisfied), filing of claims with any court, any right to require
a proceeding first against the applicable Covered BSC Entity, protest or notice
with respect to the applicable Covered Liability and all demands whatsoever, and
the Guarantor hereby covenants that this Guaranty will not be discharged except
by complete performance or payment of the obligations contained in the
applicable Covered Liability and in this Guaranty in accordance with the terms
thereof and hereof, respectively.
   5. The
Guarantor shall be subrogated to all rights against the applicable Covered BSC
Entity in respect of any amounts paid by the Guarantor pursuant to the
provisions of this Guaranty; provided, however, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of, such right of subrogation until the applicable Covered Liabilities shall
have been paid in full.
   6. This
Guaranty is a guaranty of payment when due and not of collection. This Guaranty
shall continue to be effective, or be reinstated, as the case may be, in respect
of any Covered Liabilities if at any time payment, or any part thereof, of said
Covered Liabilities is rescinded or must otherwise be restored or returned by
the applicable Covered BSC Entity or any trustee for the applicable Covered BSC
Entity, all as though such payments had not been made. This Guaranty may be
enforced directly by the holder of a Covered Liability against the Guarantor
exclusively in the courts of the state of New York or in the United States
District Court for the Southern District of New York.
   7. The
obligations of the Guarantor hereunder shall not affect, impair or limit any
right of any Covered BSC Entity or any director, officer or employee thereof
under any insurance program, policy or contract, or release, limit the liability
of, or otherwise inure to the benefit of any insurer thereunder.
   8. All
notices and other communications provided for hereunder shall be in writing and
telecopied to the Guarantor at:
  JPMorgan
      Chase & Co.270
      Park AvenueNew
      York, New York 10017212-270-0819
      (fax)Attention:
      Peter W. Smithwith
      a copy to:JPMorgan
      Chase & Co.
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  270 Park AvenueNew
      York, New York 10017212-270-3261
      (fax)Attention:
      General Counsel
  9. This
Guaranty shall be governed by and construed in accordance with the laws of the
State of New York.
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   IN WITNESS WHEREOF JPMorgan Chase & Co. has caused the execution
hereof in its corporate name by its duly authorized officer.
  JPMORGAN
      CHASE & CO.By: /s/ James
      DimonJames
      DimonChairman
      and Chief Executive Officer
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   Schedule 1 to Amended and Restated Guaranty Agreement
  Covered BSC
      Entity
  
  The
      Bear Stearns Companies Inc.Bear,
      Stearns & Co. Inc.Bear,
      Stearns Securities Corp.Bear,
      Stearns International LimitedBear
      Stearns Bank plcBear
      Stearns Global Lending LimitedCustodial
      Trust CompanyBear
      Stearns Financial Products Inc.Bear
      Stearns Capital Markets Inc.Bear
      Stearns Credit Products Inc.Bear
      Stearns Forex Inc.EMC
      Mortgage CorporationBear
      Stearns Commercial Mortgage, Inc.Bear
      Energy LPBear
      Stearns Investment Products Inc.Bear
      WagnerBear
      Stearns Japan Ltd.Bear
      Stearns Singapore Pte.Bear
      Stearns Asia LimitedDelta
      Power Corp.Bear
      Stearns Asset Management Inc.Bear
      Stearns Asset Management Ltd.Plymouth
      Park Tax Services LLCBear
      Stearns Mortgage Capital CorporationMadison
      Tax Capital LLCBear
      Stearns Funding Inc.Bear
      Stearns International Trading
Limited
   
  Bear Stearns Hong Kong Ltd.BE
      Allegheny LLCBE
      CA LLCBE
      Ironwood LLCBE
      Red Oak LLCBE
      Louisiana LLCBE
      Alabama LLCBE
      KJ LLCMohawk
      River Funding I LLCCedar
      Brakes I, LLCCedar
      Brakes II, LLCBSTJ
      Inc.BSMA
      Limited
  Other
trading and operating entities to be mutually agreed and to be added to this
Schedule by posting to Guarantor’s website at
http://investor.shareholder.com/jpmorganchase/presentations.cfm
   Schedule
1 to Guaranty Agreement
   p.
2