exhibit4point4.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECOND AMENDMENT, dated as of July 31, 2008 (this “Amendment”), among The Bear Stearns Companies LLC (formerly, The Bear Stearns Companies Inc.) (the “Company”), JPMorgan Chase & Co. (the “New Obligor”) and The Bank of New York Mellon, as trustee (the “ Guarantee Trustee”), to the Preferred Securities Guarantee Agreement, dated as of May 10, 2001, as amended by the First Amendment, dated as of June 30, 2008 (the “Securities Guarantee”), between the Company and the Guarantee Trustee.

WHEREAS, the Company has transferred or shall simultaneously upon execution of this Amendment transfer its assets substantially as an entirety to the New Obligor;

WHEREAS, Section 9.2 of the Securities Guarantee permits, without the consent of any Holders of Preferred Securities, amendments to the Securities Guarantee which do not adversely affect the rights of the Holders of Preferred Securities in any material respect;

WHEREAS, pursuant to the request of the Company, the Guarantee Trustee has agreed to amend certain provisions of the Securities Guarantee as set forth below;

WHEREAS, the Guarantee Trustee has received (i) copies of resolutions of the boards of directors of the Company and the New Obligor authorizing the execution and delivery by the Company and the New Obligor of this Amendment and (ii) an Officers’ Certificate of each of the Company and the New Obligor pursuant to Section 3.2(a)(ii) of the Securities Guarantee; and

WHEREAS, all things necessary to make this Amendment a valid agreement of the Company in accordance with its terms have been done;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Obligor, the Company and the Guarantee Trustee covenant and agree for the equal and ratable benefit of the Holders of the Preferred Securities as follows:

1. Defined Terms. Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Securities Guarantee shall have the meanings assigned to them in the Securities Guarantee.

2. Assumption. The New Obligor hereby assumes the Guarantor’s obligations under the Securities Guarantee.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof.

4. Jurisdiction. The parties hereto agree that any and all suits, actions and proceedings to enforce any and all rights or obligations relating to the subject matter of this Amendment, or to resolve any dispute arising hereunder, shall be brought exclusively before the New York State or

federal courts located in the State of New York, County of New York, and hereby consent to the jurisdiction of such courts. The parties hereto hereby waive any objection to venue of such suit, action or proceeding brought in such courts and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.

5. Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AMENDMENT.

7. Counterparts. This Amendment may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this Amendment.

9. Ratification of Securities Guarantee; Amendment Part of Securities Guarantee. Except as expressly amended hereby, the Securities Guarantee is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Securities Guarantee for all purposes, and every holder of Preferred Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

10. Guarantee Trustee Makes No Representation. The recitals contained herein shall be taken as statements of the Company or the New Obligor, and the Guarantee Trustee assumes no responsibility for their correctness. The Guarantee Trustee makes no representation as to the validity or sufficiency of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

THE BEAR STEARNS COMPANIES LLC

By: /s/ Michael Cavanagh

Michael Cavanagh

President

JPMORGAN CHASE & CO.

By: /s/ Michael Cavanagh

Michael Cavanagh

Executive Vice President and Chief Financial

Officer

THE BANK OF NEW YORK MELLON, AS

GUARANTEE TRUSTEE

By: /s/ Timothy Casey

Name: Timothy Casey

Title: Assistant Treasurer