JPM Deal will go through

JP nows has 39.5% stake On March 24, 2008, JPMorgan Chase and Bear Stearns, in connection withentering into the Amendment, entered into a Share Exchange Agreement, underwhich JPMorgan Chase will purchase 95 million newly issued shares of BearStearns common stock, or 39.5% of the outstanding Bear Stearns common stock after giving effect to the issuance, in exchange for the issuance of 20,665,350shares of JPMorgan Chase common stock to Bear Stearns and the entry by JPMorganChase into the Amended and Restated Guaranty Agreement and the Fed GuarantyAgreement (each as described below). NYSE makes an exception for the stock excange While the rules of the New York StockExchange (the "NYSE") generally require shareholder approval prior to theissuance of securities constituting 20% or more of the outstanding shares of alisted company, the NYSE's Shareholder Approval Policy provides an exception incases where the delay involved in securing shareholder approval for the issuancewould seriously jeopardize the financial viability of the listed company. Inaccordance with the NYSE's rule providing that exception, the Audit Committee ofBear Stearns's Board of Directors has expressly approved, and the full Board ofDirectors has unanimously concurred with, Bear Stearns's use of the exception.