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Bear Stearns Stockholders Approve Merger

The Bear Stearns Companies Inc. (NYSE: BSC) and JPMorgan Chase & Co. (NYSE: JPM) today announced that the stockholders of Bear Stearns, at a Special Meeting of Stockholders held earlier today, approved the merger with JPMorgan Chase. Approximately 84% of shares voted were in favor of the merger, representing a substantial majority of Bear Stearns outstanding common stock. JPMorgan Chase and Bear Stearns have scheduled the merger to close at the end of the day on May 30, 2008. Upon completion of the merger, each outstanding share of common stock of Bear Stearns will be converted into the right to receive 0.21753 shares of JPMorgan Chase common stock and Bear Stearns will become a direct subsidiary of JPMorgan Chase.

Also, the Federal Reserve Bank of New York and JPMorgan Chase agreed that they will complete the previously announced sale of $30 billion of assets by subsidiaries of Bear Stearns and the related financing on or about June 26 rather than concurrently with the closing of the merger. The additional time will help ensure the smooth transfer of this large portfolio.

JPMorgan Chase & Co. (NYSE: JPM), is a leading global financial services firm with assets of $1.6 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase serves millions of consumers in the United States and many of the worlds most prominent corporate, institutional and government clients under its JPMorgan and Chase brands. Information about the firm is available at www.jpmorganchase.com.

The Bear Stearns Companies Inc. (NYSE: BSC) serves governments, corporations, institutions and individuals worldwide. The company's core business lines include institutional equities, fixed income, investment banking, global clearing services, asset management, and private client services. For additional information about Bear Stearns, please visit the firm's website at www.bearstearns.com.

Contacts:

Investor:
JPMorgan Chase
Julia Bates, 212-270-7318
Media:
JPMorgan Chase
Kristin Lemkau, 212-270-7454
Brian Marchiony, 212-270-2596

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