EXHIBIT 99.1










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;




- 2 -











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




- 3 -











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.


- 4 -











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.




- 5 -













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






- 6 -













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