EXHIBIT 1(h)
JOINDER AGREEMENT
This Joinder Agreement dated as of ________ __, ____ (this "Joinder
Agreement"), by and among The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), Bear, Stearns & Co. Inc. ("Bear Stearns"), the
agents listed on Schedule A hereto (collectively, the "Agents") and Morgan
Stanley & Co. Incorporated (the "Joining Party") amends The Bear Stearns
Companies Inc. $2,000,000,000 IncomeNotesSM Distribution Agreement dated as of
June 19, 2003 (the "Distribution Agreement"), by and among the Company, Bear
Stearns and the Agents.
The Joining Party, the Company, Bear Stearns and the Agents, hereby
acknowledge, agree and confirm that, by their execution of this Joinder
Agreement, the Joining Party shall be deemed to be a party to the Distribution
Agreement as of the date hereof and shall have all of the rights and obligations
of an "Agent" thereunder as if the Joining Party had been a party to and had
executed the Distribution Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Distribution Agreement.
The Joining Party, the Company, Bear Stearns and the Agents, hereby
acknowledge, agree and confirm that, by their execution of this Joinder
Agreement, the Distribution Agreement may be amended from time to time by a
written amendment duly executed by the Company and Bear Stearns, on behalf of
the Agents, for the purpose of adding additional agents to the Distribution
Agreement.
This Joinder Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Transmission by telecopier or facsimile
transmission of an executed counterpart of this Joinder Agreement shall
constitute due and sufficient delivery of such counterpart.
Please confirm your acceptance of this Joinder Agreement by signing and
returning to us the enclosed duplicate copy hereof.
[Signature Pages Follow]
CONFIRMED AND ACCEPTED, as
of the date hereof:
THE BEAR STEARNS COMPANIES INC.
By:
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Title:
BEAR, STEARNS & CO. INC.
By:
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Title:
A.G. EDWARDS & SONS, INC.
By:
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Title:
BB&T CAPITAL MARKETS
By:
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Title:
CITIGROUP GLOBAL MARKETS INC.
By:
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Title:
EDWARD D. JONES & CO., L.P.
By:
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Title:
FIDELITY CAPITAL MARKETS,
A DIVISION OF NATIONAL FINANCIAL SERVICES LLC
By:
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Title:
MELLON FINANCIAL MARKETS, LLC
By:
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Title:
MORGAN STANLEY & CO. INCORPORATED
By:
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Title:
PRUDENTIAL FINANCIAL INCORPORATED
By:
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Title:
UBS FINANCIAL SERVICES INC.
By:
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Title:
WACHOVIA SECURITIES, INC.
By:
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Title:
WELLS FARGO INVESTMENT SERVICES, LLC
By:
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Title:
SCHEDULE A
A.G. Edwards & Sons, Inc. Mellon Financial Markets, LLC
One North Jefferson Suite 0475
St. Louis, MO 63103 One Mellon Center
Attention: Mary Ann Cribbin Pittsburgh, PA 15258-0001
Attention: Brian Cothran
BB&T Capital Markets Prudential Financial Incorporated
2 South 9th Street 1 New York Plaza
Richmond VA 23219 New York, NY 10292
Attention: Scott Peterfy Attention: James Whang
Citigroup Global Markets Inc. UBS Financial Services Inc.
388 Greenwich Street 800 Harbor Blvd
New York, NY 10013 Weehawken, NJ 07087
Attention: Medium-Term Note Department Attention: Jim LeBlanc
Edward D. Jones & Co., L.P.
12555 Manchester Road Wachovia Securities, Inc.
St. Louis, MO 63131 901 East Byrd St
Attention: Karen Liebsch West Tower 3rd Floor
Richmond, VA 23219
Attention: George Curci
Fidelity Capital Markets
200 Seaport Blvd., Mail Zone: Z2H Wells Fargo Investment Services, LLC
Boston, MA 02210 Corporate Bond Trader
Attention: Jamee Smith 999 3rd Ave, Suite 4000
Seattle, WA 98104
Attention: Betsy Boileau