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ISSUER:
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The
Bear Stearns Companies Inc.
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ISSUER’S
RATING:
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A2
/
A / A (Moody’s / S&P/ DBRS Limited)
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PRINCIPAL
AMOUNT OF OFFERINGS:
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(1)
For the Note linked to the common stock of JPMorgan Chase & Co.
(“JPMorgan Chase”): [●].
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(2)
For the Note linked to the common stock of Intel Corporation
(“Intel”):
[●].
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DENOMINATIONS:
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$1,000
per Note and $1,000 multiples thereafter.
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REFERENCE
ASSETS
:
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(1)
The common stock of JPMorgan Chase is traded on the New York
Stock
Exchange, Inc. (“NYSE”) under the symbol “JPM.”
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(2)
The common stock of Intel is traded on the Nasdaq Stock Market,
Inc.
(“NASDAQ”) under the symbol “INTC.”
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SELLING
PERIOD ENDS:
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March
[●], 2008.
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PRICING
DATE:
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March
[●], 2008.
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SETTLEMENT
DATE:
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March
[●], 2008.
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CALCULATION
DATE:
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(1)
For the Note linked to the common stock of JPMorgan Chase,
September [●],
2008.
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(2)
For the Note linked to the common stock of Intel, September
[●], 2008.
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MATURITY
DATE:
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(1)
For
the Note linked to the common stock of JPMorgan Chase, September
[●],
2008.
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(2)
For the Note linked to the common stock of Intel, September
[●], 2008.
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COUPON
RATE (PER ANNUM):
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See
cover page for applicable Coupon Rates, calculated on the basis
of a 360
day year of twelve 30-day months, unadjusted.
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CONTINGENT
PROTECTION PERCENTAGES:
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See
cover page for applicable Contingent Protection
Percentages.
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CONTINGENT
PROTECTION LEVEL:
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For
the Note linked to the common stock of JPMorgan Chase, [●] (applicable
Contingent Protection Percentage x applicable Initial
Level).
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For
the Note linked to the common stock of Intel, [●] (applicable Contingent
Protection Percentage x applicable Initial Level).
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AGENT’S
DISCOUNT:
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[●]%
, to be disclosed in the final pricing supplement.
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CASH
SETTLEMENT VALUE:
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We
will pay you 100% of the principal amount of your Notes, in
cash, at
maturity if
either
of
the following is true: (i) the Closing Price of the applicable
Reference
Asset never equals or falls below the Contingent Protection
Level on any
day from the Pricing Date up to and including the Calculation
Date;
or
(ii) the Final Level of the applicable Reference Asset is equal
to or
greater than the Initial Level of the applicable Reference
Asset.
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However,
if
both
of
the following are true, the amount of principal you receive
at maturity
will be reduced by the percentage decrease in the applicable
Reference
Asset: (i) the Closing Price of the applicable Reference Asset
ever equals
or falls below the Contingent Protection Level on any day from
the Pricing
Date up to and including the Calculation Date;
and
(ii) the Final Level of the applicable Reference Asset is less
than the
Initial Level of the applicable Reference Asset. In that event,
we, at our
option, will either: (i) physically deliver to you an amount
of the
applicable Reference Asset equal to the Exchange Ratio plus
the Fractional
Share Cash Amount (which means that you will receive shares
with a market
value that is less than the full principal amount of your Notes);
or (ii)
pay you a cash amount equal to the principal amount you invested
reduced
by the percentage decrease in the applicable Reference Asset.
It is our
intent to physically deliver the applicable Reference Asset
when
applicable, but we reserve the right to settle the Notes in
cash.
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INTEREST
PAYMENT DATE:
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(1)
For the Note linked to the common stock of JPMorgan Chase,
the Maturity
Date.
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(2)
For the Note linked to the common stock of Intel, the Maturity
Date.
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INITIAL
LEVEL:
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For
each Note offering, the Closing Price of the applicable Reference
Asset on
the Pricing Date.
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FINAL
LEVEL:
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For
each Note offering, the Closing Price of the applicable Reference
Asset on
the Calculation Date.
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EXCHANGE
RATIO:
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For
the Note linked to the common stock of JPMorgan Chase, [●], i.e., $1,000
divided by the applicable Initial Level (rounded down to the
nearest whole
number, with fractional shares to be paid in cash).
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For
the Note linked to the common stock of Intel, [●], i.e., $1,000 divided by
the applicable Initial Level (rounded down to the nearest whole
number,
with fractional shares to be paid in cash).
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FRACTIONAL
SHARE CASH AMOUNT:
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An
amount in cash per Note equal to the applicable Final Level
multiplied by
the difference between (x) $1,000 divided by the applicable
Initial Level
(rounded to the nearest three decimal places), and (y) the applicable
Exchange Ratio.
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CUSIP:
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For
the Notes linked to the
common
stock of JPMorgan Chase
:
[073902QH4].
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For
the Notes linked to the
common
stock of Intel
:
[073902QJ0].
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LISTING:
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The
Notes will not be listed on any U.S. securities exchange or
quotation
system.
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