Notice re: Amendment to Notes

1.

Name of relevant Issuer and (where the relevant Issuer is BS Bank) the name of the Parent:

The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc.)

2.

Series Number (of each Tranche, if applicable) and, if not a new Series, the date from which the Tranche being issued will form a single Series with the other Notes comprised in that Series:

1299

3.

Whether Notes are in bearer and/or registered form:

Bearer.

4.

Whether Notes will initially be represented by a Temporary Global Note and/or Restricted Global Note and/or Reg. S Global Note and/or definitive Registered Notes and, in each case, the initial aggregate nominal amount which each such global Note will represent and/or of definitive Registered Notes to be issued:

Temporary Global Note.

5.

Specified Currency (or currencies in the case of Dual Currency Notes):

Euro (€)

6.

Aggregate Nominal Amount:

€25,000,000

7.

Interest/Payment Basis and, if more than one, the dates during which each Interest/Payment Basis will apply and/or details as to if convertible automatically or at option of Issuer and/or Noteholders into Notes of another Interest/Payment Basis:

The Notes shall be Fixed Rate Notes in respect of the period from and including the Issue Date to but excluding 20th May, 2006 (the Fixed Rate Period) in accordance with paragraph 14 below and Floating Rate Notes in respect of (i) the period from and including 20th May 2006 up to but excluding 20th May 2008 (the CMS Period) in accordance with paragraph 15(A) below and (ii) the period from and including 20th February 2009 up to and including the Maturity Date (the Second Floating Rate Period) in accordance with paragraph 15(B) below. For the avoidance of doubt, no interest shall accrue or be payable for the period from and including 20th May 2008 to but excluding 20th February 2009. 

8.

Issue Date:

20th May, 2005. 

9.

Specified Denominations:

€1,000,000

10.

(i)

Issue Price:

100 per cent. of the Aggregate Nominal Amount of the Notes.

(ii)

Net Proceeds:

€25,000,000

11.

Interest Commencement Date:

20th May, 2005.

12.

Maturity Date:

20th May, 2020.

13.

Final Redemption Amount:

100 per cent of the Aggregate Nominal Amount of the Notes.

14.

Fixed Rate Note Provisions:

Applicable in respect of the Fixed Rate Period only.

(i)

Fixed Interest Date (Fixed Rate Notes):

The Fixed Interest Date shall be 20th May, 2006.

(ii)

Fixed Rate of Interest (Fixed Rate Notes):

The Fixed Rate of Interest shall be 4.00 per cent per annum payable in arrear on the Fixed Interest Date.

(iii)

Day Count Fraction:

30/360.

(iv)

Determination Date(s) (Fixed Rate Notes):

Not Applicable.

(v)

Any other formula/basis of determining amount payable:

Not Applicable.

15.

Floating Rate Note Provisions:

Applicable in respect of the CMS Period and the Second Floating Rate Period only, provided that the Interest Amount shall be an amount calculated in respect of (i) the CMS Period, in accordance with the formula set out in the Schedule attached hereto and (ii) the Second Floating Rate Period, in accordance with the provisions of paragraph 15(B) below. 

15(A).

CMS Period:

(i)

Interest Payment Dates:

The Interest Payment Dates shall be 20th May in each year from and including 20th May, 2007 to and including 20th May 2008. For the avoidance of doubt, the amount of interest payable on any Interest Payment Date shall be determined by reference to the Interest Payment Dates without regard to any adjustment for non-Business Days. No interest shall be payable from and including 20th May 2008 to but excluding 20th February 2009.

(ii)

Applicable Business Day Convention:

Not Applicable.

(iii)

Applicable Business Day definition (for the purposes of Condition 5(b)(i)):

A day on which the TARGET System is open.

(iv)

Agent responsible for calculating the principal and/or interest due:

In respect of the provisions applicable to the CMS Period, Bear, Stearns International Limited (the Calculation Agent).

(v)

ISDA Determination:

Not Applicable.

(vi)

Minimum Rate of Interest:

2.50 per cent. per annum, subject to paragraph 15(A)(i).

(vii)

Maximum Rate of Interest:

Not Applicable.

(viii)

Day Count Fraction:

30/360

(ix)

Fall back provisions, rounding provision, denominator and any other terms relating to the method for calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

The Conditions apply.

15(B).

Second Floating Rate Period:

(i)

Interest Payment Dates:

The Interest Payment Dates shall be 20th February, 20th May, 20th August and 20th November in each year from and including 20th May, 2009 to and including the Maturity Date subject to adjustment in accordance with the Applicable Business Day Convention. 

(ii)

Interest Period:

In respect of the first Interest Period the period from and including 20th February 2009 to but excluding the first Interest Payment Date and each successive period from and including an Interest Payment Date to but excluding the next succeeding Interest Payment Date. For the avoidance of doubt, each Interest Period shall be subject to adjustment as a result of adjustment to the applicable Interest Payment Date. 

(iii)

Applicable Business Day Convention:

Modified Following Business Day Convention.

(iv)

Applicable Business Day definition (for the purposes of Condition 5(b)(i)):

A day on which Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System which utilises a single shared platform and which was established on 19 November 2007, or any successor thereto (the TARGET2 System) is open. 

(v)

Agent responsible for calculating the principal and/or interest due:

The Bank of New York Mellon (the Calculation Agent). Paragraph 3 of the Schedule shall apply to the Calculation Agent in respect of the Second Floating Rate Period. 

(vi)

ISDA Determination:

Not Applicable.

(vii)

Screen Rate Determination:

Applicable.

(viii)

Reference Rate:

3 months EUR-EURIBOR-Reuters (as defined in the 2006 ISDA Definitions) 

(ix)

Margin:

Plus 1.05 per cent. per annum.

(x)

Interest Determination Date:

Two Business Days before the commencement of each Interest Period, and for the avoidance of doubt, in respect of the first Interest Payment Date, two Business Days before 20th February 2009.

(xi)

Relevant Screen Page:

Reuters Screen EURIBOR01 

(xii)

Minimum Rate of Interest:

2.50 per cent. per annum.

(xiii)

Maximum Rate of Interest:

Not Applicable.

(xiv)

Day Count Fraction:

Actual/360

(xv)

Fall back provisions, rounding provision, denominator and any other terms relating to the method for calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

The Conditions apply.

PROVISIONS RELATING TO REDEMPTION

16.

Issuer's Optional Redemption:

No.

17.

Redemption at the Option of the Noteholders:

No.

18.

Early Redemption Amounts payable on redemption for taxation reasons or following an Event of Default and/or the method of calculating the same (if required or if different from that set out in Condition 7(e)):

The Early Redemption Amount of the Notes payable on redemption for tax reasons or following an Event of Default shall be an amount, as determined by the Calculation Agent in its sole and absolute discretion, equal to the market value of the Notes on the date of redemption, adjusted to account fully for any losses, expenses and costs to the Issuer (or any of its affiliates) of unwinding any underlying or related hedging and funding arrangements, including (without limitation) any options, in each case as notified to the Calculation Agent by the Issuer.

GENERAL PROVISIONS APPLICABLE TO THE NOTES

19.

Definition of Payment Business Day if different from Condition 6(c):

Condition 6(c).

20.

Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

No.

21.

Where applicable, whether interests in the Temporary Bearer Global Note are exchangeable for interests in the Permanent Bearer Global Note and/or Definitive Bearer Notes and in the case of Definitive Bearer Notes, the notice period required and whether interests in Registered Global Notes are exchangeable for Definitive Registered Notes:

Permanent Bearer Global Note.

22.

Other terms or special Conditions, including whether Redenomination applies:

The aggregate nominal amount of the Notes which may be issued under the Programme was increased, effective as of 20th January, 2005, from U.S.$10,000,000,000 to U.S.$15,000,000,000 pursuant to the terms of the Dealer Agreement (as defined in the Trust Deed) and a notification given in accordance therewith dated 14th January, 2005. The Issuer intends to produce a Supplemental Offering Circular in connection with such increase and submit such Supplemental Offering Circular for approval to each of the UK Listing Authority, London Stock Exchange plc and the Listing Committee of The Stock Exchange of Hong Kong Limited. For the purposes of the Notes, references to the aggregate nominal amount of the Programme in the Offering Circular dated 17th December, 2003, the Supplemental Offering Circular dated 9th June, 2004, the Dealer Agreement, the Trust Deed, the Agency Agreement and any other agreement or deed in relation to the Programme shall be deemed to be references to the aggregate nominal amount of the Programme as so increased, or as further increased in accordance with the provisions of the Dealer Agreement from time to time.

DISTRIBUTION

23.

Additional transfer restrictions:

Not Applicable.

24.

Additional selling restrictions:

Italy:

The offering of the Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) and the Bank of Italy pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of the Offering Circular or of any other document relating to the Notes be distributed in the Republic of Italy, except:

(i)  to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or

(ii) in circumstances which ere exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the Financial Services Act) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14th May, 1999, as amended.

Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other document relating to the Notes in the Republic of Italy under (i) or (ii) above must be:

(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st September, 1993 (the Banking Act), as amended; and

(b) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics; and

(c) in accordance with any other applicable laws and regulations.

25.

Method of distribution:

Non-Syndicated.

26.

(a) If syndicated, names of Managers and, if non-syndicated, name of Dealer:

Bear, Stearns International Limited.

(b) Assumption that Dealer is selling as principal for its own account, and not as agent, is correct:

Yes.

27.

Notes to be listed on a Stock Exchange:

The Notes have been admitted to the official list maintained by the UK Listing Authority and admitted to trading on London Stock Exchange plc.

28.

Delivery:

Delivery against payment.

29.

Noteholders' Representations:

By purchasing the Notes, the Noteholder represents and agrees that:

(a) it has sufficient knowledge and experience and has taken such professional advice and has independently obtained such information as it thinks necessary to make its own evaluation of the merits and risks involved in purchasing the Notes and in making an investment of this type;

(b) it understands and agrees that the Issue Price may include an amount related to hedging arrangements entered into by the Issuer and one of its affiliates and the Notes may be re-sold in the future at prices which may be greater or less than such price; 

(c) The Noteholder acknowledges that, in acting hereunder, the Calculation Agent is acting as agent of the Issuer and such entity shall not thereby assume any obligations towards or relationship of agency or trust for or with the Noteholder; and

(d) it understands that although long term debt of the Issuer has been rated "Aa3" by Moody's Investors Service, Inc., "A+" by Standard and Poor's Ratings Services and "AA-" by Fitch Ratings Limited, such ratings would not necessarily apply to the Notes if they were rated.