Exhibit 4.1

8306

                                [ART WORK]
  Number                                                           Shares

MC

                            J.P. MORGAN CHASE & CO.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


THIS CERTIFICATE IS TRANSFERABLE IN                         CUSIP 46625H 10 0
NEW YORK, NY AND RIDGEFIELD PARK, NJ                     SEE REVERSE FOR CERTAIN
                                                               DEFINITIONS

THIS CERTIFIES THAT

COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC

BY TRANSFER AGENT
AND REGISTRAR,

AUTHORIZED SIGNATURE

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

J.P. Morgan Chase & Co. (hereinafter referred to as the "Corporation") transferable on the books of the Corporation in person or by duly authorized attorney on surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the signatures of the duly authorized officers of the Corporation.

Dated      /s/ Anthony J. Horan    /s/ Douglas A. Warner III        /s/ William B. Harrison Jr.

12-22-00        SECRETARY            CHAIRMAN OF THE BOARD     PRESIDENT AND CHIEF EXECUTIVE OFFICER

J.P. MORGAN CHASE & CO.

The Corporation will furnish without charge to each stockholder who so requests the designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. Such request should be addressed to the Transfer Agent named on the face hereof.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM (as tenants in common)

TEN ENT (as tenants by the entireties)

JT TEN (as joint tenants with right of survivorship and not as tenants in common)

UNIF GIFT MIN ACT (______Custodian_______under Uniform Gifts to Cust Minor

Minors Act________) *State

Additional abbreviations may be used.

For value received, _____________________________hereby sell, assign and transfer unto

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________________________________________________________________________________

__________________________________________________________________________shares

of the capital stock represented by the within certificate and do hereby irrevocably constitute and appoint______________________________________________

________________________________________________________________________Attorney

to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated_____________________________

SIGNATURE(S) GUARANTEED:________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Exhibit 4.2

FORM OF CERTIFICATE OF DESIGNATIONS

OF

__________ [CONVERTIBLE] [NONCUMULATIVE] [CUMULATIVE]

PREFERRED STOCK

OF

J.P. MORGAN CHASE & CO.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

J.P. MORGAN CHASE & CO., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following resolutions were duly adopted by the Board of Directors of the Corporation on ___________ and by the Stock Committee of the Board of Directors on ___________, respectively, pursuant to authority conferred upon the Board of Directors by the provisions of the Restated Certificate of Incorporation of the Corporation which authorize the issuance of up to 200,000,000 shares of preferred stock of $1 par value per share (the "Preferred Stock"), and pursuant to authority conferred upon the Stock Committee of the Board of Directors by
Section 141(c) of the General Corporation Law of the State of Delaware, by the By-Laws of the Corporation and by the resolutions of the Board of Directors adopted at a meeting duly convened and held on __________, _____:

1. The Board of Directors on ____________, _____ adopted, among other resolutions, the following resolutions authorizing a Stock Committee of the Board of Directors to act on behalf of the Board of Directors in connection with the issuance of the Preferred Stock and fixing the voting rights of the Preferred Stock:

"RESOLVED, that, subject to the limitations set forth herein, the Stock Committee may from time to time during the Stock Committee Term authorize the issuance and sale of securities, for cash or other property, as determined by the Stock Committee, which securities shall consist of any or all of the following: (i) one or more series of the Corporation's preferred stock, $1 par value per share (the "Preferred Stock"); (ii) depositary shares each representing a fraction of a share of Preferred Stock or other security ("Depositary Shares"); (iii) warrants to purchase any shares of Preferred Stock or Depositary Shares; (iv) warrants to purchase shares of Common Stock; (v) shares of Preferred Stock or Common Stock or other securities into which or for which any of the foregoing may be exchangeable, convertible, or issuable upon exercise; and (vi) securities (or units or combinations of securities) that the Corporation deems functionally equivalent to Preferred Stock by reason of such securities (or units or combinations of securities) counting as "Tier 1 capital" of the Corporation according to applicable bank regulatory

requirements; provided, however, that "Guaranteed SPE Securities" (as defined in the Borrowings Committee Resolutions adopted by the Board of Directors on the date hereof) shall be authorized by action of the Borrowings Committee rather than the Stock Committee, and shall not be deemed Preferred Shares; unless the context shall otherwise require, the securities in clauses (i) through (vi) shall be referred to hereinafter collectively as "Preferred Shares"; and the Preferred Shares and the Common Stock shall be referred to hereinafter collectively as "Securities";

RESOLVED, that the Preferred Shares may be sold through agents, through underwriters, through dealers and directly to purchasers, in one or more offerings registered under the Securities Act of 1933 (the "Act") or in transactions not required to be registered under the Act, all as shall be determined by the Stock Committee; and the Stock Committee shall have full authority to take any and all actions necessary to effect the intent of this resolution; and all Preferred Shares so issued will be deemed duly authorized, validly issued, fully paid and nonassessable;

RESOLVED that, without limiting the generality of the preceding resolutions, the Stock Committee is hereby expressly authorized during the Stock Committee Term:

(i) to determine whether the Preferred Shares will be issued in one or more series and the number of shares of any such series;

(ii) to fix the dividend rate or rates of any such Preferred Shares and/or the methods of determining dividends and the dates on which dividends shall be payable;

(iii) to determine whether dividends of any series of Preferred Shares shall be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to cumulate;

(iv) to determine the conversion or exchange provisions, if any, of the shares of any series of the Preferred Shares, including without limitation, the class and series of capital stock or other securities of the Corporation into which such shares shall be convertible or exchangeable;

(v) to determine whether the Corporation shall elect to offer
(a) warrants for such Preferred Shares ("Warrants") or (b) Depositary Shares evidenced by depositary receipts, each representing a fraction (to be determined by the Stock Committee) of a share of a particular series of the Preferred Stock or other securities, which shares of Preferred Stock or other securities will be issued and deposited with a depositary, in each case, in lieu of offering full shares of such series of the Preferred Stock or other securities;

(vi) to fix the liquidation preference of the shares of any series of the Preferred Shares, subject to the limitation that the aggregate liquidation preference over Common Stock of all the Preferred Shares issued during the Stock Committee Term shall not exceed $1.5 billion (the "Preferred Stock Maximum Amount");

(vii) to determine whether any warrants for Preferred Stock, Depositary Shares or Common Stock shall be issued, whether alone or in connection with any other Preferred Shares, and the terms and conditions of any such warrants;

(viii) to determine whether the shares of any series of the Preferred Shares shall be subject to redemption, optional or mandatory or pursuant to a sinking fund, and, if such series shall be subject to redemption, the redemption provisions of such series; and

(ix) to fix or determine any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions thereof;

RESOLVED, that the Stock Committee shall have authority, from time to time during the Stock Committee Term, without the necessity of further action of the Board of Directors, to authorize (i) the creation of one or more subsidiary or affiliated corporations, partnerships, limited liability companies, trusts or other affiliated or unaffiliated entities ("special purpose entities") in connection with the creation, issuance and sale of Preferred Shares, (ii) the initial capitalization thereof, (iii) the preparation, execution and filing of any documents necessary or appropriate in connection with the organization or activities of such subsidiary or affiliated or unaffiliated corporation or entity, and (iv) the payment of all related fees and expenses, in each case, as the Stock Committee in its judgment shall deem necessary or advisable;

RESOLVED, that the Stock Committee shall have authority, from time to time during the Stock Committee Term, to authorize the issuance and sale of any debt obligation, guarantee or other security of the Corporation or any special purpose entities which shall be issuable in support of any Preferred Shares;

RESOLVED, that, if required with respect to any series of Preferred Stock, a certificate shall be prepared and filed on behalf of the Corporation with the Secretary of State of the State of Delaware pursuant to Section 151 of the General Corporation Law of the State of Delaware (a "Certificate of Designation"); that each such Certificate of Designation be in such form as is approved by action of the Board of Directors or the Stock Committee; and that the proper officers of the Corporation be and hereby are authorized to execute and file each such Certificate of Designation pursuant to the General Corporation Law of the State of Delaware;

RESOLVED, that the Certificate of Designation for each series of the Preferred Stock shall provide that the shares of such series shall not have any voting powers either general or special, except that

(i) If at the time of any annual meeting of the Corporation's stockholders for the election of directors there is a default in preference dividends on the Preferred Stock, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Preferred Stock of all series (whether or not the holders of such series of Preferred Stock would be entitled to vote for the election of directors if such default in preference dividends did not exist), shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of common stock, par value $1 per share, of the Corporation, to elect two

directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (a "Preferred Director") shall continue to serve as such director for the full term for which he or she shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Preferred Stock, called for the purpose. So long as a default in any preference dividends on the Preferred Stock shall exist, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any series of the Preferred Stock shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding dividend period; and

(ii) Without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock then outstanding, voting as a class without regard to series, the holders of shares of this series being entitled to cast one vote per share thereon, the Corporation may not: (a) create any class or series of stock which shall have preference as to dividends or distribution of assets over any outstanding series of the Preferred Stock other than a series which shall not have any right to object to such creation or (b) alter or change the provisions of the Corporation's Certificate of Incorporation so as to adversely affect the voting power, preferences or special rights of the holders of Preferred Stock; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of Preferred Stock at the time outstanding, consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock, at the time outstanding.

RESOLVED, that the Stock Committee is authorized and empowered during the Stock Committee Term to approve and authorize on behalf of the Corporation the repurchase or redemption by the Corporation of any or all the outstanding shares of any series of the Preferred

Shares at such times, in such amounts, at such prices, and pursuant to such arrangements, including arrangements with brokers, dealers or agents, as the Stock Committee may determine or authorize such repurchases to be effected pursuant to open market purchases, privately negotiated transactions or such other means as the Stock Committee may determine or authorize.

2. The Stock Committee of the Board of Directors on ______________, pursuant to the authority conferred upon the Stock Committee of the Board Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation and by the resolutions of the Board of Directors set forth above, adopted the following resolution:

"RESOLVED that, pursuant to resolutions of the Board of Directors of J.P. Morgan Chase & Co. (the "Corporation") adopted on ___________, the issue of _____ shares of ______ [Convertible] [Noncumulative] [Cumulative] Preferred Stock, $__ stated value per share ($1 par value), of the Corporation ranking on a parity with the series of Preferred Stock of the Corporation designated as the Corporation's: 6% Cumulative Preferred Stock; Adjustable Rate Cumulative Preferred Stock, Series A; Adjustable Rate Cumulative Preferred Stock, Series L; Adjustable Rate Cumulative Preferred Stock, Series N; 10.84% Cumulative Preferred Stock; and Fixed/Adjustable Rate Noncumulative Preferred Stock
[designate other parity series, if any] is hereby authorized and the designation, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions of all _____ shares of this Series, in addition to those set forth in the Restated Certificate of Incorporation of the Corporation and, with respect to voting rights, in the resolutions of the Board of Directors of the Corporation adopted on _________, are hereby fixed as follows:

1. Designation. The designation of this Series shall be _____________
[Convertible] [Noncumulative] [Cumulative] Preferred Stock (hereinafter referred to as this "Series"), and the number of shares constituting this Series shall be __________. Shares of this Series shall have a stated value of $_____. The number of authorized shares of this Series may be reduced by further resolution duly adopted by the Board of Directors of the Corporation, the Stock Committee of the Board of Directors or by any other duly authorized committee of the Board of Directors (collectively, the "Board of Directors") and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of this Series shall not be increased.

2. Dividends. (a) The holders of shares of this Series shall be entitled to receive cash dividends, when, as and if declared by the Board of Directors, out of funds legally available for that purpose, in the amounts or at the rate set forth below in this Section 2. Dividends on the shares of this Series shall be payable, when, as and if declared by the Board of Directors, on _________, __________, __________ and __________ of each year (each, a "Dividend Payment Date"), commencing on _________. Each such dividend shall be paid to the holders of record of shares of this Series as they appear on the stock register of the Corporation on such record date, not more than 45 days preceding the payment date thereof, as shall be fixed by the Board of Directors.

[IF THIS SERIES HAS FIXED RATE DIVIDENDS, INSERT THE FOLLOWING: (b)

Dividends payable on the shares of this Series for the period from _________ through and including ________________ (the "Initial Dividend Period") shall be _________ per share. For each quarterly dividend period after the Initial Dividend Period (each such quarterly dividend period and the Initial Dividend Period being hereinafter referred to individually as a "Dividend Period"), which quarterly Dividend Periods shall commence on _________, ___________, ___________ and _____________ of each year and shall end on and include the day next preceding the first day of the next such Dividend Period, dividends payable on the shares of this Series shall be payable at ___% per annum of the stated value thereof. [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: Dividends on the shares of this Series shall not be cumulative and no rights shall accrue to the holders of the shares of this Series if the Corporation fails to declare a dividend on the shares of this Series with respect to any Dividend Period, whether or not dividends are declared with respect to any future Dividend Period.] [IF THIS SERIES IS CUMULATIVE, INSERT THE FOLLOWING: Dividends shall be cumulative from _____________. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, not more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors.]]

[IF THIS SERIES HAS ADJUSTABLE DIVIDENDS, INSERT THE APPROPRIATE CALCULATION OF SUCH RATE]

[(c)[(i)] Dividends payable on this Series for any period greater or less than a full Dividend Period, other than the Initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months and, for any period less than one month, the actual number of days elapsed in the period. [Dividends payable on this Series for each full Dividend Period shall be computed by annualizing the Dividend Rate and dividing by four.]

[(d)[(j)] No full dividends shall be declared or paid or set apart for payment on the Preferred Stock of any series ranking, as to dividends, on a parity with or junior to this Series for any period unless [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: full dividends on the shares of this Series for the Dividend Period commencing on the day following the immediately preceding Dividend Payment Date have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment] [IF THIS SERIES IS CUMULATIVE, INSERT THE FOLLOWING: full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on this Series for all Dividend Periods terminating on or prior to the date of payment of such full cumulative dividends]. When dividends are not paid in full, as aforesaid, upon the shares of this Series and any other series of Preferred Stock ranking on a parity as to dividends with this Series, all dividends declared upon shares of this Series and any other series of Preferred Stock ranking on a parity as to dividends with this Series shall be declared pro rata so that the amount of dividends declared per share on this Series and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: (which in the case of this Series shall include accrued and unpaid dividends for the Dividend Period commencing on the day following the immediately preceding Dividend Payment Date but shall not include accumulation of any dividends for prior Dividend Periods,

unless previously declared)] on the shares of this Series and such other Preferred Stock bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on this Series which may be in arrears.

[(e)][(k)] So long as any shares of this Series are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation and other than as provided in paragraph (d) of this Section 2) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to or on a parity with this Series as to dividends or upon liquidation, nor shall any Common Stock or any other stock of the Corporation ranking junior to or on a parity with this Series as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to this Series as to dividends and upon liquidation), unless, in each case, [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: full dividends on all outstanding shares of this Series shall have been paid or declared and set aside for payment in respect of the Dividend Period commencing on the day following the immediately preceding Dividend Payment Date] [IF THIS SERIES IS CUMULATIVE, INSERT THE FOLLOWING: the full cumulative dividends on all outstanding shares of this Series shall have been paid or declared and set aside for payment for all past Dividend Periods].

[INSERT ANY OTHER PROVISIONS APPLICABLE TO DIVIDENDS WITH RESPECT TO

THIS SERIES.]

3. Redemption.

[IF THIS SERIES IS REDEEMABLE AT A FIXED PRICE, INSERT THE FOLLOWING:

(a) [The shares of this Series are not redeemable prior to _________________.] The Corporation, at its option, may redeem shares of this Series, as a whole or in part, at any time or from time to time, [on or after ________,] at a redemption price of _____________ per share plus accrued and unpaid dividends thereon (whether or not declared) [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: from the immediately preceding Dividend Payment Date to the date fixed for redemption (but without any accumulation for unpaid dividends for prior Dividend Periods on the shares of this Series)].

[IF THIS SERIES IS REDEEMABLE AT VARIABLE PRICES, INSERT THE FOLLOWING:

(a) [The shares of this Series are not redeemable prior to ________________.] The Corporation, at its option, may redeem shares of this Series, as a whole or in part, at any time or from time to time, [on or after _______,] at the applicable redemption price set forth below, plus accrued and unpaid dividends thereon (whether or not declared) [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: from the immediately preceding Dividend Payment Date to the date fixed for redemption (but without any accumulation for unpaid dividends for prior Dividend Periods on the shares of this Series)]:

               Date of Redemption                                     Redemption Price Per Share
On or after ____________ but prior to ____________                    ______________________
On or after _____________ but prior to ___________                    ______________________
On or after ____________________                                      ______________________

[IF THIS SERIES IS REDEEMABLE PURSUANT TO A SINKING FUND, INSERT THE

FOLLOWING:

(b) So long as any shares of this Series shall be outstanding, the Corporation shall on each of the dates set forth in the following schedule ("Sinking Fund Payment Dates") set aside an amount sufficient for the redemption of, and shall redeem, the number of shares of this Series set forth opposite such Sinking Fund Payment Date:

Sinking Fund Payment Date                   Number of Shares to be Redeemed

The redemption price of shares of this Series to be redeemed pursuant to the aforesaid sinking fund shall be $____ per share, plus accrued and unpaid dividends thereon (whether or not declared) [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: from the immediately preceding Dividend Payment Date to the date fixed for redemption (but without any accumulation for unpaid dividends for prior Dividend Periods on the shares of this Series)]. The Corporation may, at its option, apply toward its sinking fund obligation any shares of this Series purchased or otherwise acquired by the Corporation or redeemed by the Corporation otherwise than through the sinking fund which have not previously been credited toward a sinking fund obligation. The obligation of the Corporation to redeem shares of this Series shall be cumulative, so that if for any year or years such requirements shall not be fully discharged as they accrue, funds legally available therefor, after payment or provision for dividends, for each year thereafter shall be applied thereto until such requirements are fully discharged.]

[IF THIS SERIES IS SUBJECT TO EITHER OPTIONAL OR MANDATORY REDEMPTION, INSERT THE FOLLOWING:

[(b)][(c)] In the event that fewer than all the outstanding shares of this Series are to be redeemed [(by operation of a sinking fund or otherwise)], the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by any other method as may be determined by the Board of Directors in its sole discretion to be equitable, provided that such method satisfies any applicable requirements of any securities exchange on which this Series is listed.

[(c)][(d)] In the event the Corporation shall redeem shares of this Series [(by operation of a sinking fund or otherwise)], notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 or more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears

on the stock register of the Corporation. Each such notice shall state: (i) the redemption date; (ii) the number of shares of this Series to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; [and] (v) that dividends on the shares to be redeemed shall cease to accrue on the redemption date [IF THIS SERIES IS CONVERTIBLE, INSERT THE FOLLOWING; and (vi) that such holder has the right to convert such shares into a number of shares of Common Stock prior to the close of business on the redemption date].

[(d)][(e)] Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of this Series so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease [IF THIS SERIES IS CONVERTIBLE, INSERT THE FOLLOWING: ; provided that, notwithstanding the foregoing, if notice of redemption has been given pursuant to this paragraph and any holder of shares of this Series shall, prior to the close of business on the redemption date, surrender for conversion any or all of the shares to be redeemed held by such holder in accordance with Section 4, then the conversion of such shares to be redeemed shall become effective as provided in Section 4.] Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.

[(e)][(f)] Any shares of this Series which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors.

[(f)][(g)] Notwithstanding the foregoing provisions of this Section 3, if full dividends on all outstanding shares of this Series are in arrears, no shares of this Series shall be redeemed unless all outstanding shares of this Series are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares of this Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of this Series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of this Series.]

[IF THIS SERIES IS NOT CONVERTIBLE, INSERT THE FOLLOWING:

4. Conversion. The holders of shares of this Series shall not have any rights to convert such shares into shares of any other class or series of capital stock of the Corporation.]

[IF THIS SERIES IS CONVERTIBLE FOR SHARES OF COMMON STOCK, INSERT THE FOLLOWING]

4. Conversion. (a) Subject to and upon compliance with the provisions of this Section 4, each holder of shares of this Series shall have the right, at such holder's option, at any time [from and after ______], to convert any or all of the shares of this Series held by such holder into the number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion, for the purpose of determining the amount of any cash payments provided for under paragraph (c) of this Section 4, to the nearest .01 of a share of Common Stock, as the case may be, with one-half cent and .005 of a share, respectively, being rounded upward) obtained by dividing the stated value of a share of this Series by the Conversion Price (as defined below) and multiplying such resulting number by the number of shares of this Series to be converted, and by surrender of such shares of this Series so to be converted, such surrender to be made in the manner provided in paragraph (b) of this Section 4; provided, however, that the right to convert shares called for redemption pursuant to Section 3 hereof shall terminate at the close of business on the date fixed for such redemption unless the Corporation shall default in making payment of the amount payable upon such redemption.

The term "Conversion Price" shall mean $_________, as adjusted in accordance with the provisions of this Section 4.

(b) In order to exercise the conversion privilege, the holder of each share of this Series to be converted shall surrender the certificate representing such share at the office of any transfer agent for the Common Stock and shall give written notice to the Corporation at said office that such holder elects to convert the same, specifying the name or names and denominations in which such holder wishes the certificate or certificates for the Common Stock to be issued (which notice may be in the form of a notice of election to convert which may be printed on the reverse of the certificates for the shares of this Series). Unless the shares issuable on conversion are to be issued in the same name as the name in which such share of this Series is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or his duly authorized attorney, and by an amount sufficient to pay any transfer or similar tax.

The holders of shares of this Series at the close of business on a dividend payment record date shall be entitled to receive the dividend payable on such shares (except that holders of shares called for redemption on a redemption date between such record date and the Dividend Payment Date shall not be entitled to receive such dividend on such Dividend Payment Date) on the corresponding dividend payment date notwithstanding the conversion thereof or the Corporation's default in payment of the dividend due on such Dividend Payment Date. However, shares of this Series surrendered for conversion during the period between the close of business on any dividend payment record date and the opening of business on the corresponding Dividend Payment Date (except shares called for redemption on a redemption date during such period) must be accompanied by payment of an amount equal to the dividend payable on such shares on such Dividend Payment Date. A holder of shares of this Series on a dividend payment record date who (or whose transferee) tenders any of such shares for conversion into shares of Common Stock on a Dividend Payment Date will receive the dividend payable by the Corporation on such shares of this Series on such date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of this Series for conversion. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends,

whether or not in arrears, on converted shares or for dividends on the shares of Common Stock issued upon such conversion.

As promptly as practicable after the surrender of the certificates for shares of this Series as aforesaid, the Corporation shall issue and shall deliver at the office of any transfer agent for the Common Stock to such holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section 4, together with a certificate or certificates representing any shares of this Series which are not to be converted but which shall have constituted part of the shares of this Series represented by the certificate or certificates so surrendered, and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in subparagraph (c) of this Section 4.

Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for shares of this Series shall have been surrendered and such notice (and, if applicable, payment of an amount equal to the dividend payable on such shares) received by the Corporation as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date and such conversion shall be at the Conversion Price in effect at such time on such date, unless the stock transfer books of the Corporation shall be closed on such date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such shares shall have been surrendered and such notice (and, if applicable, payment) received by the Corporation. All shares of Common Stock delivered upon conversion of the shares of this Series will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights.

(c) No fractional shares or scrip representing fractions of shares of Common Stock shall be issued upon conversion of shares of this Series. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of a share of this Series, the Corporation shall pay to the holder of such share of this Series an amount in cash (computed to the nearest cent, with one-half cent being rounded upward) equal to the reported last sales price (as defined in subparagraph (d)(v) of this Section 4) of the Common Stock on the Trading Day (as defined in subparagraph (d)(v) of this
Section 4) next preceding the day of conversion multiplied by the fraction of a share of Common Stock represented by such fractional interest. If more than one share of this Series shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate stated value of the shares of this Series so surrendered.

(d) The Conversion Price shall be adjusted from time to time as follows:

(i) In case the Corporation shall (x) pay a dividend or make a distribution on the Common Stock in shares of Common Stock, (y) subdivide the outstanding Common Stock

into a greater number of shares or (z) combine the outstanding Common Stock into a smaller number of shares, the Conversion Price shall be adjusted so that the holder of any share of this Series thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Corporation which he would have owned or have been entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the record date in the case of a dividend or the effective date in the case of subdivision or combination. An adjustment made pursuant to this subparagraph (i) shall become effective immediately after the record date in the case of a dividend, except as provided in subparagraph (viii) below, and shall become effective immediately after the effective date in the case of a subdivision or combination. No adjustment in the Conversion Price shall be made if, at the same time as the Corporation shall issue shares of Common Stock as a dividend or distribution on the outstanding shares of Common Stock which would otherwise call for an adjustment in the Conversion Price, the Corporation shall issue shares of Common Stock as a dividend or distribution on the outstanding shares of this Series equivalent to the number of shares distributable on the shares of Common Stock into which this Series is then convertible.

(ii) In case the Corporation shall issue rights or warrants to all holders of shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common stock at a price per share less than the current market price per share of Common Stock (as defined for purposes of this subparagraph (ii) in subparagraph (v) below), at the record date for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the record date for issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on the record date for issuance of such rights or warrants plus the number of additional shares of Common Stock receivable upon exercise of such rights or warrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph (viii) below, after such record date. In determining whether any rights or warrants entitled the holders of the shares of this Series to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights or warrants plus the exercise price thereof, the value of such consideration or exercised price, as the case may be, if other than cash, to be determined by the Board of Directors.

(iii) In case the Corporation shall distribute to all holders of Common Stock any shares of capital stock of the Corporation (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Corporation or dividends payable in Common Stock) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights or warrants referred to in subparagraph (ii) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the "Securities"), then, in each such case, unless the Corporation elects to reserve such Securities for distribution to the holders of the shares of this Series upon the conversion of the shares of this Series so that any

such holder converting shares of this Series will receive upon such conversion, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities, converted its shares of this Series into Common Stock, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction the numerator of which shall be the current market price per share (as defined for purposes of this subparagraph
(iii) in subparagraph (v) below) of the Common Stock on the record date mentioned above less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive) of the portion of the Securities so distributed applicable to one share of Common Stock, and the denominator of which shall be the current market price per share (as defined in subparagraph (v) below) of the Common Stock; provided, however, that in the event the then fair market value (as so determined) of the portion of the securities so distributed applicable to one share of Common Stock is equal to or greater than the current market price per share (as defined in subparagraph (v) below) of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of shares of this Series shall have the right to receive the amount and kind of Securities such holder would have received had such holder converted each such share of this Series immediately prior to the record date for the distribution of the Securities. Such adjustment shall become effective immediately, except as provided in subparagraph (viii) below, after the record date for the determination of shareholders entitled to receive such distribution.

(iv) If, pursuant to subparagraph (ii) or (iii) above, the number of shares of Common Stock into which a share of this Series is convertible shall have been adjusted because the Corporation has declared a dividend, or made a distribution, on the outstanding shares of Common Stock in the form of any right or warrant to purchase securities of the Corporation, or the Corporation has issued any such right or warrant, then, upon the expiration of any such unexercised right or unexercised warrant, the Conversion Price shall forthwith be adjusted to equal the Conversion Price that would have applied had such right or warrant never been declared, distributed or issued.

(v) For the purpose of any computation under subparagraph (ii) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the reported last sales prices for the thirty consecutive Trading Days (as defined below) commencing forty-five Trading Days before the date in question. For the purpose of any computation under subparagraph (iii) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the reported last sales prices for the ten consecutive Trading Days before the date in question. The reported last sales price for each day (whether for purposes of subparagraph (ii) or subparagraph (iii)) shall be the reported last sales price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange Composite Tape or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange at such time, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of the Nasdaq Stock Market ("NASDAQ") or, if the Common Stock is not quoted on such National Market System, the average of the closing bid and asked prices on

such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the Common Stock on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such date as furnished by any New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors or, if no such quotations are available, the fair market value of the Common Stock as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors. As used herein, the Term "Trading Day" with respect to Common Stock means (x) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business or (y) if the Common Stock is quoted on the National Market System of the NASDAQ, a day on which trades may be made on such National Market System or (z) otherwise, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

(vi) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this subparagraph (F) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest cent or to the nearest .01 of a share, as the case may be, with one-half cent and .005 of a share, respectively, being rounded upward. Anything in this paragraph (d) to the contrary notwithstanding, the Corporation shall be entitled to make such reductions in the Conversion Price, in addition to those required by this paragraph (d), as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by the Corporation to its stockholders shall not be taxable.

(vii) Whenever the Conversion Price is adjusted as herein provided, the Corporation shall file with the transfer agent a certificate, signed by the Chairman of the Board, the President, any Vice Chairman, any Senior Executive Vice President, Executive Vice President, Senior Vice President, Managing Director or Vice President of the Corporation, setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment; provided, however, that the failure of the Corporation to file such officers' certificate shall not invalidate any corporate action by the Corporation.

(viii) In any case in which this paragraph (d) provides that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event (y) issuing to the holder of any share of this Series converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (z) paying to such holder any amount of cash in lieu of any fractional share of Common Stock pursuant to paragraph (c) of this
Section 4.

(e) Whenever the Conversion Price is adjusted as provided in paragraph
(d), the Corporation shall cause to be mailed to each holder of shares of this Series at its then registered address by first-class mail, postage prepaid, a notice of such adjustment of the Conversion Price setting forth such adjusted Conversion Price and the effective date of such adjusted Conversion Price; provided, however, that the failure of the Corporation to give such notice shall not invalidate any corporate action by the Corporation.

(f) The Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of shares of this Series, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of this Series not theretofore converted. For purposes of this paragraph (f), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of this Series shall be computed as if at the time of computation all such outstanding shares were held by a single holder.

(g) The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversions of shares of this Series pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the holder of shares of this Series to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

(h) Notwithstanding any other provision herein to the contrary, if any of the following events occur, namely (w) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (x) any consolidation, merger or combination of the Corporation with or into another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (y) any sale or conveyance of the properties and assets of the Corporation as, or substantially as, an entirety to any other entity as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then appropriate provision shall be made so that the holder of each share of this Series then outstanding shall have the right to convert such share into the kind and amount of the shares of stock and securities or other property or assets (including cash) that would have been receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Stock issuable upon conversion of such share of this Series immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. The adjustments described in this paragraph (h) shall be subject to further adjustments as appropriate that shall be as nearly equivalent as may be practicable to the relevant adjustment provided for in this paragraph (h). If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities or other property or assets (including cash) of an entity other

than the successor or acquiring entity, as the case may be, in such consolidation, merger, combination, sale or conveyance, then the Corporation shall enter into an agreement with such other entity for the benefit of the holders of this Series that shall contain such provisions to protect the interests of such holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

(i) Upon any conversion of shares of this Series, the shares of this Series so converted shall have the status of authorized and unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors.

5. Liquidation Rights. (a) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the holders of the shares of this Series shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to this Series upon liquidation, the amount of $___ per share, plus accrued and unpaid dividends thereon (whether or not declared) [IF THIS SERIES IS NONCUMULATIVE, INSERT THE FOLLOWING: from the immediately preceding Dividend Payment Date, to the date of the liquidating distribution (but without any accumulation of unpaid dividends for prior Dividend Periods)].

(b) After the payment to the holders of the shares of this Series of the full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation.

(c) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the amounts payable with respect to the shares of this Series and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the shares of this Series are not paid in full, the holders of the shares of this Series and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective distributions to which they are entitled.

(d) Neither the sale of all or substantially all the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this
Section 5.

6. Ranking. For purposes of this resolution, any stock of any class or classes of the Corporation shall be deemed to rank:

(a) prior to the shares of this Series, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of this Series;

(b) on a parity with shares of this Series, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per

share or sinking fund provisions, if any, be different from those of this Series (and whether or not such dividends shall accumulate), if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series; and

(c) junior to shares of this Series, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of shares of this Series shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes.

7. Voting Rights. The shares of this Series shall have the voting rights set forth in the resolutions of the Board of Directors adopted on __________________.

IN WITNESS WHEREOF, J.P. Morgan Chase & Co. has caused its corporate seal to be hereunto affixed and this Certificate to be signed by its Corporate Secretary, [name], this ____ day of ____________________, 2001.

J.P. MORGAN CHASE & CO.

[FORM OF DEPOSIT AGREEMENT]

J.P. MORGAN CHASE & CO.

___________________________, As Depositary

AND

THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

Deposit Agreement

Dated as of _____________

TABLE OF CONTENTS

                                                                                          PAGE

ARTICLE I ............................................................................       3

ARTICLE II ...........................................................................       4
        SECTION 2.01. Form and Transfer of Receipts ..................................       4
        SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts in
                        Respect Thereof ..............................................       5
        SECTION 2.03. Redemption of Stock ............................................       6
        SECTION 2.04. Registration of Transfer of Receipts ...........................       7
        SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of Receipts
                        and Withdrawal of Stock ......................................       7
        SECTION 2.06. Limitations on Execution and Delivery, Transfer, Surrender
                        and Exchange of Receipts .....................................       8
        SECTION 2.07. Lost Receipts, etc .............................................       9
        SECTION 2.08. Cancellation and Destruction of Surrendered Receipts ...........       9

ARTICLE III ..........................................................................       9
        SECTION 3.01. Filing Proofs, Certificates and Other Information ..............       9
        SECTION 3.02. Payment of Taxes or Other Governmental Charges .................       9
        SECTION 3.03. Warranty as to Stock ...........................................      10

ARTICLE IV ...........................................................................      10
        SECTION 4.01. Cash Distributions .............................................      10
        SECTION 4.02. Distributions Other than Cash, Rights, Preferences or
                        Privileges ...................................................      10
        SECTION 4.03. Subscription Rights, Preferences or Privileges .................      11
        SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for Holders
                        of Receipts ..................................................      12
        SECTION 4.05. Voting Rights ..................................................      12
        SECTION 4.06. Changes Affecting Deposited Securities and Reclassifications,
                        Recapitalizations, etc .......................................      13
        SECTION 4.07. Inspection of Reports ..........................................      13
        SECTION 4.08. Lists of Record Holders of Receipts ............................      13

ARTICLE V ............................................................................      13
        SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by the
                        Depositary; Registrar ........................................      13
        SECTION 5.02. Prevention of or Delay in Performance by the Depositary, the
                        Depositary's Agents, the Registrar, the Transfer Agent or
                        the Company ..................................................      14
        SECTION 5.03. Obligations of the Depositary, the Depositary's Agents, the
                        Registrar, the Transfer Agent and the Company ................      15
        SECTION 5.04. Resignation and Removal of the Depositary; Appointment of
                        Successor Depositary .........................................      15
        SECTION 5.05. Corporate Notices and Reports ..................................      16

        SECTION 5.06. Indemnification by the Company .................................      16
        SECTION 5.07. Charges and Expenses ...........................................      16

ARTICLE VI ...........................................................................      17
        SECTION 6.01. Amendment ......................................................      17
        SECTION 6.02. Termination ....................................................      17

ARTICLE VII ..........................................................................      18
        SECTION 7.01. Counterparts ...................................................      18
        SECTION 7.02. Exclusive Benefit of Parties ...................................      18
        SECTION 7.03. Invalidity of Provisions .......................................      18
        SECTION 7.04. Notices ........................................................      18
        SECTION 7.05. Depositary's Agents ............................................      19
        SECTION 7.06. Holders of Receipts Are Parties ................................      19
        SECTION 7.07. GOVERNING LAW ..................................................      19
        SECTION 7.08. Inspection of Deposit Agreement ................................      19
        SECTION 7.09. Headings .......................................................      19

EXHIBITS

Exhibit A         Form of Receipt

DEPOSIT AGREEMENT, dated as of ________________ among J.P. MORGAN CHASE & CO., a Delaware corporation, ______________, a _________________, and the holders from time to time of the Receipts described herein.

WHEREAS it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of [insert designation of preferred stock] of J.P. MORGAN CHASE & CO. with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Stock so deposited; and

WHEREAS the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

ARTICLE I
Definitions

The following definitions shall for all purposes, unless otherwise indicated, apply to the respective capitalized terms used in this Deposit Agreement:

"Certificate" shall mean the Certificate of Designations filed with the Secretary of State of Delaware establishing the Stock as a series of preferred stock of the Company.

"Company" shall mean J.P. Morgan Chase & Co., a Delaware corporation, and its successors.

"Deposit Agreement" shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.

"Depositary" shall mean ___________ a ____________, and any successor as Depositary hereunder.

"Depositary Shares" shall mean depositary shares, each representing [insert fractional share] of a share of Stock and evidenced by a Receipt.

"Depositary's Agent" shall mean an agent appointed by the Depositary pursuant to Section 7.05.

"Depositary's Office" shall mean the principal office of the Depositary in New York City, at which at any particular time, its depositary receipt business shall be administered.

"Receipt" shall mean one of the depositary receipts issued hereunder, whether in definitive or temporary form.

"Record Holder" as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose.

"Registrar" shall mean any bank or trust company which shall be appointed pursuant to Section 7.05 to register ownership and transfers of Receipts as herein provided.

"Stock" shall mean shares of the Company's [insert designation of preferred stock], $1 par value per share (stated value $______ per share).

"Transfer Agent" shall be as defined in Section 7.05.

ARTICLE II

Form of Receipts, Deposit of Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts

SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts shall be [engraved or printed or lithographed on steel-engraved borders and shall] be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. [Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Company or any holder of Stock, as the case may be, delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts which are printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at any office described in the third paragraph of Section 2.02, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company's expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement, and with respect to the Stock, as definitive Receipts.]

Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by manual signature of a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned manually by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided.

Receipts shall be in denominations of any number of whole Depositary Shares.

Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.

Title to Depositary Shares evidenced by a Receipt which is properly endorsed, or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Company or any holder of Stock may from time to time deposit shares of Stock by delivery to the Depositary of a certificate or certificates representing the Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Company or such holder, as the case may be, directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Stock. Deposited Stock shall be held by the Depositary at the Depositary's Office or at such other place or places as the Depositary shall determine.

Upon receipt by the Depositary of a certificate or certificates representing the Stock to be deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of such Stock on the books of the registrar for the Stock in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts for the number of Depositary Shares representing the Stock so deposited and registered in such name or names as may be requested by such person or persons.

The Depositary shall execute and deliver such Receipt or Receipts at the Depositary's Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

SECTION 2.03. Redemption of Stock. Whenever the Company shall elect to redeem shares of Stock in accordance with the provisions of the Certificate, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 40 nor more than 70 days' notice of the date of such proposed redemption of Stock, which notice shall be accompanied by a certificate from the Company stating that such redemption of Stock is in accordance with the provisions of the Certificate. Such notice, if given more than 60 days prior to the redemption date, shall be in addition to the notice required to be given for redemption pursuant to the Certificate. On the date of such redemption, provided that the Company shall then have paid in full to the Depositary the redemption price of the Stock held by the Depositary to be redeemed, plus any accrued and unpaid dividends thereon, the Depositary shall redeem the number of Depositary Shares representing such Stock. The Depositary shall mail notice of such redemption and the proposed simultaneous redemption of the number of Depositary Shares representing the Stock to be redeemed, first-class postage prepaid, not less than 30 and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares (the "Redemption Date"), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice to one or more such holders nor any defect in any notice to one or more such holders shall affect the sufficiency of the proceedings for redemption as to other holders. Each such notice shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed will cease to accumulate from and after such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata (subject to rounding to avoid fractions of the Depositary Shares) as may be determined by the Depositary to be equitable.

Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the shares of Stock so called for redemption shall cease to accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price, including any accrued and unpaid dividends thereon) shall, to the extent of such Depositary Shares, cease and terminate and, upon surrender of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require) in accordance with such notice, such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to [insert fractional share] of the redemption price per share paid in respect of the shares of Stock, plus accrued and unpaid dividends thereon to the date fixed for redemption.

If less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

SECTION 2.04. Registration of Transfer of Receipts. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon the Depositary and the Registrar shall execute in accordance with Section 2.01 a new Receipt or Receipts and deliver at the Depositary's Office or such other offices, if any, as the Depositary may designate such new Receipt or Receipts to or upon the order of the person or persons entitled thereto, including any interests of the transferor if such transferor has not transferred all the Depositary Shares evidenced by such Receipt or Receipts, and such new Receipt or Receipts shall evidence the amount of Depositary Shares so transferred and the amount of Depositary Shares retained by that transferor.

SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the Depositary's Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

Any holder of a Receipt or Receipts representing any number of whole shares of Stock may withdraw the Stock by surrendering such Receipt or Receipts, at the Depositary's Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Stock represented by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive Depositary Shares therefor; provided, however, that a record holder who withdraws Stock in order to demand appraisal rights available under Delaware General Corporation Law ("DGCL"), will, subject to certain conditions described below, be entitled to redeposit such Stock with the Depositary and to receive Receipts evidencing Depositary Shares therefor in the event (i) such record holder subsequently withdraws such demand for appraisal pursuant to Section 262(e) of the DGCL, (ii) appraisal rights are not available for such Stock pursuant to Section 262 of the DGCL or (iii) such record holder loses or otherwise fails to perfect his rights to appraisal. In order to redeposit Stock with the Depositary, such a record holder must deliver the certificates for such Stock, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with instructions that such Stock be so deposited, to the Depositary's office or to such other offices as the Depositary may designate by not later than the 30th day after the earlier of (i) the withdrawal of such demand for appraisal by such record holder, (ii) notice by the Company that appraisal rights are not available for such Stock or (iii) the date on which such record holder loses or otherwise fails to perfect his rights to appraisal. The Company will notify any record holder of Receipts who so withdraws Stock in the event appraisal rights in respect of Stock are not available. Any shares so redeposited must be free and clear of any lien, security interest or pledge and a holder may be required to provide certification of the foregoing and such other certifications as may be required by the Depositary in accordance with this Agreement. In addition, if required by the Depositary, Stock presented for redeposit shall also be accompanied

by (A) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Depositary of any dividend or right to subscribe for additional Stock or to receive other property which such record holder may thereafter receive upon or in respect of such redeposited Stock, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary, and (B) a proxy or proxies entitling the Depositary to vote such redeposited Stock for any and all purposes until the Stock is transferred and recorded on the register of stockholders of the Company in the name of the Depositary or its nominee. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Stock to be so withdrawn, deliver to such holder a new Receipt evidencing such excess number of Depositary Shares. Delivery of the Stock being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate.

If the Stock being withdrawn is to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Stock, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank.

Delivery of the Stock represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary's office or at such other offices as the Depositary may designate, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.

SECTION 2.06. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require (a) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to Section 5.07, (b) the production of evidence satisfactory to it as to the identity and genuineness of any signature and (c) compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement.

The deposit of Stock may be refused, the delivery of Receipts against Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any Depositary's Agents or the Company, at any time or from time to time, because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the furnishing of the Depositary with reasonable indemnification satisfactory to it.

SECTION 2.08. Cancellation and Destruction of Surrendered Receipts. All Receipts surrendered to the Depositary or any Depositary's Agent shall be canceled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy all Receipts so canceled.

ARTICLE III
Certain Obligations of Holders of Receipts and the Company

SECTION 3.01. Filing Proofs, Certificates and Other Information. Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer, redemption or exchange, of any Receipt or the withdrawal of the Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made.

SECTION 3.02. Payment of Taxes or Other Governmental Charges. Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.07. Registration of transfer of any Receipt or any withdrawal of Stock represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of such Receipt remaining liable for any deficiency.

SECTION 3.03. Warranty as to Stock. The Company hereby represents and warrants that the Stock, when issued, will be validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.

ARTICLE IV
The Deposited Securities; Notices

SECTION 4.01. Cash Distributions. Whenever the Depositary shall receive any cash dividend or other cash distribution on Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the applicable record date fixed pursuant to Section 4.04 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or the Depositary shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding.

SECTION 4.02. Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash and other than any rights, preferences or privileges described in Section 4.03, upon Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the applicable record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such record holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall be, subject to Sections 3.01 and 3.02, distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.

The Depositary shall not make any distribution of securities received in respect of the Stock unless the Company shall have provided an opinion of counsel stating that such securities have been registered under the Securities Act of 1933 or do not need to be so registered.

SECTION 4.03. Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names Stock is recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the

Company; provided, however, that in case either (i) the Depositary determines that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, or (ii) with respect to any portion of the rights, preferences or privileges of a holder of Receipts, the Depositary is instructed that such holder does not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may (if applicable laws and the terms of such rights, preferences or privileges permit such transfer) sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall be, subject to Sections 3.01 and 3.02, distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of any such rights, preferences or privileges unless the Company shall have provided an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act of 1933 or do not need to be so registered.

If registration under the Securities Act of 1933, as amended, of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly a registration statement pursuant to such Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of such Act. If any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees with the Depositary that the Company will use its best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.

SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting at which record holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or whenever the Depositary and the Company shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to the Stock) for the determination of the record holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the

exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.

SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at which the record holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the record holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the record holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Company hereby agrees to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence of specific instructions from the record holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Stock represented by the Depositary Shares evidenced by such Receipt.

SECTION 4.06. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in (x) the fraction of an interest represented by one Depositary Share in one share of Stock and (y) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities.

SECTION 4.07. Inspection of Reports. The Depositary shall make available for inspection by record holders of Receipts at the Depositary's Office, and at such other places as it may from time to time deem advisable, any reports and communications received from the Company which are received by the Depositary as the holder of Stock.

SECTION 4.08. Lists of Record Holders of Receipts. Promptly upon request from time to time by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of Depositary Shares of all persons in whose names Receipts are registered on the books of the Depositary.

ARTICLE V.
The Depositary, the Depositary's Agents, the Registrar and the Company

SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. The Depositary shall maintain at the Depositary's Office facilities for the execution, delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts; provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts.

The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.

The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such Exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of such Exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable stock exchange regulation.

SECTION 5.02. Prevention of or Delay in Performance by the Depositary, the Depositary's Agents, the Registrar, the Transfer Agent or the Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary's Agent or the Registrar, by reason of any provision, present or future, of the Company's Certificate of Incorporation (including the Certificate) or by reason of any act of God or war or other circumstance beyond

the control of the relevant party, the Depositary, the Depositary's Agent, the Registrar, the Transfer Agent or the Company shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar, any Transfer Agent or the Company incur any liability to any holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in case of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the negligence or willful misconduct of the party charged with such exercise or failure to exercise.

SECTION 5.03. Obligations of the Depositary, the Depositary's Agents, the Registrar, the Transfer Agent and the Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct.

Neither the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required.

Neither the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary's Agent, any Registrar, any Transfer Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

The Depositary and any Depositary's Agent shall not be responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary, any Registrar or any Transfer Agent. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence or bad faith. The Depositary, the Depositary's Agents, any Registrar and any Transfer Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

SECTION 5.04. Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts.

Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

SECTION 5.05. Corporate Notices and Reports. The Company agrees that it will transmit to the record holders of Receipts, in each case at the addresses furnished to it pursuant to Section 4.08, all notices and reports (including without limitation financial statements) required by law, by the rules of any national securities exchange upon which the Stock, the Depositary Shares or the Receipts are listed or by the Company's Certificate of Incorporation (including the Certificate) to be furnished by the Company to holders of Stock. Such transmission will be at the Company's expense.

SECTION 5.06. Indemnification by the Company. The Company shall indemnify the Depositary, any Depositary's Agent, any Registrar and any Transfer Agent against, and hold each of them harmless from, any loss, liability or expense (including the costs and expenses of defending itself) which may arise out of (a) acts performed or omitted in connection with this Agreement and the Receipts by (i) the Depositary, any Registrar, any

Transfer Agent or any of their respective agents (including any Depositary's Agent), except for any liability arising out of negligence or bad faith on the respective parts of any such person or persons, or (ii) the Company or any of its agents, or (b) the offer, sale or registration of the Receipts or the Stock pursuant to the provisions hereof. The obligations of the Company set forth in this Section 5.06 shall survive any succession of any Depositary, Registrar, Transfer Agent or Depositary's Agent.

SECTION 5.07. Charges and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption of the Stock at the option of the Company. All other transfer and other taxes and governmental charges and fees for the withdrawal of Stock upon surrender of Receipts shall be at the expense of holders of Depositary Shares. The Depositary's fee for the withdrawal of Stock shall be at the rate of $_____ per 100 Depositary Receipts. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses. All other charges and expenses of the Depositary and any Depositary's Agent hereunder and of any Registrar and Transfer Agent (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Depositary shall present its statement for charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree.

ARTICLE VI
Amendment and Termination

SECTION 6.01. Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment (other than any change in the fees of any Depositary, Registrar or Transfer Agent, which shall go into effect not sooner than three months after notice thereof to the record holders of the Receipts) which shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved by the record holders of at least a majority of the Depositary Shares then outstanding. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby.

SECTION 6.02. Termination. This Agreement may be terminated by the Company or the Depositary only after (i) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03 or (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Shares pursuant to
Section 4.01 or 4.02, as applicable.

Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent, any Registrar and any Transfer Agent under Sections 5.06 and 5.07.

ARTICLE VII
Miscellaneous

SECTION 7.01. Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.

SECTION 7.02. Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

SECTION 7.03. Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.04. Notices. Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or telegram or telex confirmed by letter, addressed to the Company at 270 Park Avenue, New York, New York 10017, to the attention of the Secretary, or at any other address of which the Company shall have notified the Depositary in writing.

Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or by telegram or telex confirmed by letter, addressed to the Depositary at the Depositary's Office, at ________________ or at any other address of which the Depositary shall have notified the Company in writing.

Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or by telegram or telex confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary, or if such holder shall have filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request.

Delivery of a notice sent by mail or by telegram or telex shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a telegram or telex message) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act upon any telegram or telex message

received by it from the other or from any holder of a Receipt, notwithstanding that such telegram or telex message shall not subsequently be confirmed by letter or as aforesaid.

SECTION 7.05. Depositary's Agents. Except as otherwise set forth herein, the Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

The Company has authorized the appointment of, and has requested the Depositary to appoint hereunder, __________________ as transfer agent (the "Transfer Agent") for the Depositary Shares. The Depositary hereby appoints ______ as Transfer Agent and Registrar for the Depositary Shares and delegates to ______ the duties of the Depositary hereunder customarily performed by a transfer agent, a registrar and a depositary. Without otherwise affecting the liability of the Depositary hereunder, it is hereby agreed that if _____ shall have agreed in writing to be bound by all the terms and conditions of this Deposit Agreement and to assume the obligations of the Depositary hereunder to be performed by it, then in no event shall the Depositary be liable for any acts or omissions of _____ as Transfer Agent, Registrar or Depositary's Agent with respect to the Depositary Shares.

SECTION 7.06. Holders of Receipts Are Parties. The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.

SECTION 7.07. GOVERNING LAW. THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.08. Inspection of Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary's Agents and shall be open to inspection during business hours at the Depositary's office and the respective offices of the Depositary's Agents, if any, by any holder of a Receipt.

SECTION 7.09. Headings. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

IN WITNESS WHEREOF, the Company and the Depositary have duly executed this Agreement as of the day and year first above set forth, and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

J.P. MORGAN CHASE & CO.

Title:

[------------------------------------,]
as Depositary,

Title:

Exhibit 4.4

EXHIBIT A

[FORM OF FACE OF DEPOSITARY RECEIPT]

CERTIFICATE FOR NOT MORE THAN ________ DEPOSITARY SHARES

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
REPRESENTING [INSERT PREFERRED STOCK] OF

J.P. MORGAN CHASE & CO.
(Incorporated Under the Laws of the State of Delaware)

_____________, as Depositary (the "Depositary"), hereby certifies that __________________________________________________________ is the registered owner of ___________________ Depositary Shares ("Depositary Shares"), each Depositary Share representing [insert fractional share] of one share of [insert series of preferred stock] (the "Stock") of J.P. Morgan Chase & Co., a Delaware corporation (the "Company"), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of __________ (the "Deposit Agreement"), between the Company and the Depositary. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof.

Dated:                                    Countersigned and Registered


-------------------------------           ---------------------------------
Depositary                                Transfer Agent and Registrar


By:                                       By:
   ----------------------------              ------------------------------
     Authorized Officer                        Authorized Officer

                                                                               2

[FORM OF REVERSE OF DEPOSITARY RECEIPT]

The following summary of certain provisions of the Deposit Agreement is subject to the detailed provisions thereof, to which reference is hereby made.

1. Redemption. Whenever the Company shall be permitted and shall elect, under the Certificate of Designation relating to the Stock (the "Certificate"), to redeem shares of the Stock, it shall give the Depositary notice thereof. The Depositary shall mail notice of such redemption and the simultaneous redemption of the corresponding Depositary Shares not less than 30 and not more than 60 days prior to the date fixed for redemption to the holders of record of Receipts representing the number of Depositary Shares to be redeemed. Each such notice shall state: (a) the date of such proposed redemption; (b) the number of Depositary Shares to be redeemed; (c) the redemption price (which shall include full cumulative dividends thereon the redemption date); (d) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (e) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed will cease to accumulate from and after such redemption date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata as may be determined by the Depositary to be equitable. From and after the date set for redemption, all dividends in respect of the Depositary Shares so called for redemption shall cease to accrue, such Depositary Shares shall no longer be deemed outstanding and all rights of the holders of Receipts representing such Depositary Shares (except the right to receive the redemption price) shall cease and terminate. From and after the redemption date, upon surrender in accordance with the redemption notice of the Receipts representing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at the redemption price per share equal to [insert fractional share] of the redemption price per share paid in respect of the shares of Stock plus any money or other property represented thereby.

2. Transfer, Split-ups, Combinations. This Receipt is transferable on the books of the Depositary upon surrender of this Receipt to the Depositary, properly endorsed or accompanied by a properly executed instrument of transfer, and upon such transfer the Depositary shall execute a new Receipt to or upon the order of the person entitled thereto, as provided in the Deposit Agreement. This Receipt may be split into other Receipts or combined with other Receipts into one Receipt, representing the same aggregate number of Depositary Shares as the Receipt or Receipts surrendered.

3. Suspension of Delivery, Transfer, etc. The transfer or surrender of this Receipt may be suspended during any period when the register of stockholders of the Company is closed or if any such action is deemed necessary or advisable by the Depositary, any agent of the Depositary, or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement.

4. Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to this Receipt, such tax (including transfer taxes, if any) or governmental charge shall be payable by

the holder hereof. Transfer of this Receipt may be refused until such payment is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Stock or other property represented by this Receipt and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such tax or charge, the holder of this Receipt remaining liable for any deficiency.

5. Warranty by Company. The Company has warranted that the Stock, when issued, will be validly issued, fully paid and nonassessable.

6. Amendment. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved by the holders of at least a majority of the Depositary Shares then outstanding. A holder of a Receipt at the time any such amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby.

7. Charges of Depositary. The Company will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements, and all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and redemption of the Stock at the option of the Company. All other transfer and other taxes and other governmental charges shall be at the expense of holders of Depositary Shares. All other charges and expenses of the Depositary and any agent of the Depositary will be paid upon consultation and agreement between the Depositary and the Company.

8. Title to Receipts. This Receipt (and the Depositary Shares evidenced hereby), when properly endorsed or accompanied by a properly executed instrument of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary, the Depositary may, notwithstanding any notice to the contrary, treat the record holder hereof at such time as the absolute owner hereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in the Deposit Agreement, and for all other purposes.

9. Dividends and Distributions. Whenever the Depositary receives any cash dividend or other cash distribution on the Stock, the Depositary will, subject to the provisions of the Deposit Agreement, make such distribution to the Receipt holders as nearly as practicable in proportion to the number of Depositary Shares held by them; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary on account of taxes. Other distributions received on the Stock may be distributed to holders of Receipts as provided in the Deposit Agreement.

10. Fixing of Record Date. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, the Depositary shall in each instance fix a record date (which shall be the record date fixed by the Company with respect to the Stock), for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting.

11. Voting Rights. Upon receipt of notice of any meeting at which holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice which shall contain (i) such information as is contained in such notice of meeting and
(ii) a statement informing holders of Receipts that they may instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock represented by their respective Depositary Shares and a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Stock represented by such Receipt in accordance with the instructions set forth in such request. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of Receipts) to the extent of the Stock represented by the Depositary Shares evidenced by such Receipt.

12. Changes Affecting Deposited Securities. Upon any change in par or stated value, split-up, combination or any other reclassification of the Stock or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party, or upon the sale of all or substantially all of the Company's assets, the Depositary may in its discretion with the approval of the Company, and in such manner as the Depositary may deem equitable, (i) make such adjustments in (x) the fraction of an interest represented by one Depositary Share in one share of Stock and (y) the ratio of the redemption price of a share of Stock, in each case as may be necessary fully to reflect the effect of such change and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities.

13. Liability and Obligations of the Depositary, the Depositary's Agents or the Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to any holder of any Receipt, other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law or regulation thereunder of the United States of America or any other

governmental authority or, in the case of the Depositary, the Depositary's Agent or the Registrar, by reason of any provision, present or future, of the Company's Certificate of Incorporation (including the Certificate) or by reason of any act of God or war or other circumstance beyond their control, the Depositary, the Depositary's Agent, the Registrar of the Company shall be prevented or forbidden from doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability to any holder of a Receipt by reason of nonperformance or delay, caused as aforesaid, in performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in the Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished. The Deposit Agreement contains various other exculpatory, indemnification and related provisions, to which reference is hereby made.

14. Resignation and Removal of Depositary. The Depositary may at any time (a) resign by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment, or (b) be removed by the Company upon written notice to the Depositary effective upon the appointment of a successor Depositary and its acceptance of such appointment.

15. Termination of Deposit Agreement. The Deposit Agreement may be terminated by the Company or the Depositary only upon or after the occurrence of any of the following events: (i) all outstanding Depositary Shares shall have been redeemed or (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary with respect to indemnification, charges and expenses.

16. Governing Law. This Receipt and the Deposit Agreement and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by and construed in accordance with the Laws of the State of New York.

EXHIBIT 4.24

J.P. MORGAN CHASE & CO.

and

[WARRANT AGENT]
As Warrant Agent

Warrant Agreement -- Debt Securities

Dated as of , 200_

J.P. MORGAN CHASE & CO.
Form of Debt Warrant Agreement

THIS WARRANT AGREEMENT dated as of __________, 200_ between J.P. Morgan Chase & Co., a Delaware corporation (hereinafter called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to) and _________________________, as Warrant Agent (herein called the "Warrant Agent").

WHEREAS, the Company has entered into an indenture (the "[Senior]
[Subordinated] Indenture") dated as of [FOR SENIOR DEBT: December 1, 1989, between the Company and Bankers Trust Company, as successor to The Chase Manhattan Bank (National Association), as trustee (the "Senior Trustee")] [FOR SUBORDINATED DEBT: December 15, 1992, as amended by a Second Supplemental Indenture thereto dated as of October 8, 1996, and a Third Supplemental Indenture thereto dated as of December 29, 2000, between the Company and U.S. Bank Trust National Association, as successor to Morgan Guaranty Trust Company of New York, as trustee (the "Subordinated Trustee")], providing for the issuance from time to time of its unsecured [senior] [subordinated] debentures, notes or other evidences of indebtedness (the "[Senior] [Subordinated] Debt Securities"), to be issued in one or more series as provided in the [Senior]
[Subordinated] Indenture; [if Warrant Securities are not under same Indenture as Debt Securities to which they are attached -- and an Indenture (the "[Senior]
[Subordinated] Indenture," the Senior and Subordinated Indentures being referred to collectively as the "Indentures") dated as of ____________ between the Company and ____________________, as trustee (the "[Senior] [Subordinated] Trustee," (the Senior and Subordinated Trustees being referred to collectively as the "Trustee"), providing for the issuance from time to time of its [senior]
[subordinated] debentures, notes or other evidences of indebtedness (the "[Senior] [Subordinated] Debt Securities", the [Senior] and [Subordinated] Debt Securities being referred to collectively as the "Debt Securities"), to be issued in one or more series as provided in the [________] Indenture]; and

WHEREAS, the Company proposes to sell [if Warrants are sold with Debt Securities or Preferred Stock -- [title of Debt Securities or Preferred Stock being offered] (the "Offered Securities") with] warrant certificates evidencing one or more warrants (the "Warrants" or individually a "Warrant") representing the right to purchase [title of Debt Securities purchasable through exercise of Warrants] (the "Warrant Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the "Warrant Certificates"; and

* Complete or modify the provisions of this Form as appropriate to reflect the terms of the Warrants, Warrant Securities and Offered Securities. Monetary amounts may be in U.S. dollars or in foreign currency or euros.

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, exchanged, exercised and replaced;

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES

SECTION 1.1. Issuance of Warrants. [If Warrants alone -- Upon issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Offered Securities and Warrants -- Warrants shall be [initially] issued in connection with the issuance of the Offered Securities [but shall be separately transferable on and after _______________ (the "Detachable Date")] [and shall not be separately transferable] and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase a Warrant Security in the principal amount of ____________. [If Offered Securities and Warrants -- Warrant Certificates shall be initially issued in units with the Offered Securities and each Warrant Certificate included in such a unit shall evidence __________ Warrants for each [__________ principal amount] [________ shares] of Offered Securities included in such unit.]

SECTION 1.2. Execution and Delivery of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in [registered] [bearer] form substantially in the form set forth in Exhibit A hereto, shall be dated ____________ and may have such letters, numbers, or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall be executed on behalf of the Company by [the Chairman of the Board, the President, any Vice Chairman, any Managing Director, or any Vice President and by the Secretary or any Assistant Secretary] under its corporate seal reproduced thereon. Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced in the Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.

No Warrant Certificates shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant

Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.

In case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer.

The term "holder" or "holder of a Warrant Certificate" as used herein shall mean [the bearer of such Warrant Certificate] [any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose] [If Offered Securities and Warrants are not immediately detachable -- or [the bearer] [upon the register] of the Offered Securities prior to the Detachable Date. [Prior to the Detachable Date, the Company will, or will cause the registrar of the Offered Securities to, make available at all times to the Warrant Agent such information as to holders of the Offered Securities with Warrants as may be necessary to keep the Warrant Agent's records up to date]].

SECTION 1.3. Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase an aggregate principal amount not exceeding ____________ aggregate principal amount of Warrant Securities (except as provided in Sections 1.4, 2.3(c), 3.2 and ____) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign Warrant Certificates evidencing Warrants representing the right to purchase up to __________ aggregate principal amount of Warrant Securities and shall deliver such Warrant Certificates to or upon the order of the Company. Subsequent to such issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Warrant Certificates or in connection with their transfer, as hereinafter provided or as provided in
Section 2.3(c).

SECTION 1.4. Temporary Warrant Certificate. Pending the preparation of definitive Warrant Certificates, the Company may execute, and upon the order of the Company, the Warrant Agent shall authenticate and deliver, temporary Warrant Certificates which are printed, lithographed, typewritten, mimeographed or otherwise produced substantially of the tenor of the definitive Warrant Certificate in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Warrant Certificates may determined, as evidenced by their execution of such Warrant Certificates.

If temporary Warrant Certificates are issued, the Company will cause definitive Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Warrant Certificates, the temporary Warrant Certificates shall be exchangeable for definitive Warrant Certificates upon surrender of the temporary Warrant Certificates at the

corporate trust office of the Warrant Agent [or _______________], without charge to the Holder. Upon surrender for cancellation of any one or more temporary Warrant Certificates, the Company shall execute and the Warrant Agent shall authenticate and deliver in exchange therefor definitive Warrant Certificates representing the same aggregate number of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Warrant Certificates.

ARTICLE II.

WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS

SECTION 2.1. Warrant Price. During the period from ____________ through and including ____________, the exercise price of each Warrant shall be __________ plus [accrued amortization of the original issue discount] [accrued interest] from ____________. During the period from __________ through and including __________, the exercise price of each Warrant will be __________ plus [accrued amortization of the original issue discount] [accrued interest] from ____________. [In each case, the original issue discount will be amortized at a ____% annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of twelve 30-day months]. Such exercise price of Warrant Securities is referred to in this Agreement as the "Warrant Price". [The original issue discount for each __________ principal amount of Warrant Securities is ____________.]

SECTION 2.2. Duration of Warrants. Each Warrant may be exercised in whole at any time, as specified herein, on or after [the date thereof] [____________] and at or before 5 P.M., New York City time, on ____________ [or such later date as the Company may designate, by notice to the Warrant Agent and the holders of Warrant Certificates mailed to their addresses as set forth in the record books of the Warrant Agent] (the "Expiration Date"). Each Warrant not exercised at or before 5 P.M., New York City time, on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease.

SECTION 2.3. Exercise of Warrants. (a) During the period specified in
Section 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [lawful money of the United States of America] [applicable currency,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ____________], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed [including any applicable certifications if the Warrant Securities are issuable in bearer form]. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-dollar denominated funds -- or in such other

account designated by the Company] and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the [Trustee under the Indenture relating to the Warrant Securities] of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonable require.

(c) As promptly as practicable after the exercise of any Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.

(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

ARTICLE III.

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

SECTION 3.1. No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates. No Warrant Certificates or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of principal of, premium, if any, or interest, if any, on Warrant Securities or to enforce any of the covenants in the Indenture relating to the Warrant Securities.

SECTION 3.2. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and the Company of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity reasonably satisfactory to the Warrant Agent and the Company, and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by

a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing a like number of Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.

SECTION 3.3. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the holder of any Warrant Securities or the holder of any other Warrant Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrants evidenced by his Warrant Certificate in the manner provided in his Warrant Certificate and in this Agreement.

SECTION 3.4. Consolidation, Merger, Sale or Conveyance. If at any time there shall be a consolidation merger, sale or conveyance to which Article ___ of the Indenture relating to the Warrant Securities applies, then in any such event the successor or assuming corporation referred to therein shall succeed to and be substituted for the Company, with the same effect, subject to such Indenture, as if it had been named herein and in the Warrant as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver Warrant Securities in its own name pursuant to such Indenture, in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such consolidation, merger, sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate.

The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale or conveyance complies with the provisions of this Section 3.4 and such Indenture.

ARTICLE IV.

EXCHANGE AND TRANSFER
OF WARRANT CERTIFICATES.

SECTION 4.1. Exchange and Transfer of Warrant Certificates, [If Offered Securities with Warrants which are immediately detachable -- Upon] [If Offered Securities with Warrants which are not immediately detachable -- Prior to the Detachable Date, a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. Prior to any Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender at the corporate trust office of the Warrant Agent [or ________], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [or the transfer thereof may be registered in whole or in part]; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. [The Warrant Agent shall keep, at its corporate trust office [and at ________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or ________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange [or registration of transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer], an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificate surrendered for such exchange [or registration of transfer].

SECTION 4.2. Treatment of Holders of Warrant Certificates. [If Offered Securities and Warrants are not immediately detachable -- Prior to the Detachable Date, the Company, the Warrant Agent and all other persons may treat the owner of the Offered Security as the owner of the Warrant Certificates initially attached thereto for any purpose or as the person entitled to exercise the rights represented by the Warrants evidenced by such Warrant Certificates, any notice to the contrary notwithstanding. After the Detachable Date,] [if registered Warrants -- and prior to due presentment of a Warrant Certificate for registration for registration of transfer,] the Company, the Warrant Agent and all other persons may treat the holder of a Warrant Certificate as the owner thereof for any purpose and as the person entitled to

exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.

SECTION 4.3. Cancellation of Warrant Certificates. Any Warrant Certificates surrendered for exchange[, registration of transfer] or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of cancelled Warrant Certificates in a manner satisfactory to the Company.

ARTICLE V.

CONCERNING THE WARRANT AGENT.

SECTION 5.1. Warrant Agent. The Company hereby appoints __________________________ as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates upon the terms and subject to the conditions herein set forth; and __________________________ hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and herein and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof.

SECTION 5.2. Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject:

(a) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Warrant Agent without negligence, bad faith or breach of this Agreement on its part in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, as well as the reasonable costs and expenses of defending against any claim of such liability.

(b) Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.

(c) Counsel. The Warrant Agent may consult with counsel satisfactory to it, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

(d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

(e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in the Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under any of the Indentures.

(f) No Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.

(g) No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent's countersignature thereon).

(h) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Company.

(i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the

foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to make any demand upon the Company.

SECTION 5.3. Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.

(b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than 90 days after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company in good standing, authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.

(c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or similar law; or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named

Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall be a party, or any corporation to which substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE VI.

MISCELLANEOUS

SECTION 6.1. Amendment. (a) This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not affect adversely the interests of the holders of the Warrant Certificates.

(b) The Company and the Warrant Agent may modify or amend this Agreement (by means of an agreement supplemental hereto or otherwise) with the consent of holders of Warrants constituting not less than a majority in number of the then outstanding Warrants of all series affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that changes the exercise price of the Warrants of any series, reduces the amount receivable upon exercise, cancellation or expiration of the Warrants other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the Warrants, shortens the period of time during which the Warrants of such series may be exercised, or otherwise materially and adversely affects the exercise rights of the affected holders or reduces the percentage of the number of outstanding Warrants of such series, the consent of whose holders is required for modification or amendment of this Agreement, may be made without the consent of each holder affected thereby.

SECTION 6.2. Notices and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company.

SECTION 6.3. Addresses. Any communication from the Company to the Warrant Agent with respect to this Agreement shall be addressed to ____________________________________, _____________, Attention:
____________________ and any communication from the Warrant Agent to the Company with

respect to this Agreement shall be addressed to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017, Attention: ________________ (or such other address as shall be specified in writing by the Warrant Agent or by the Company).

SECTION 6.4. Applicable Law. The validity, interpretation and performance of this Agreement and each Warrant Certificate issued hereunder and of the respective terms and provisions thereof shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 6.5. Delivery of Prospectus. The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to the Warrant Securities deliverable upon exercise of the Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus.

SECTION 6.6. Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities issued upon exercise of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period during which the Warrants are exercisable.

SECTION 6.7. Persons Having Rights under Warrant Agreement. Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

SECTION 6.8. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 6.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it.

                          [Face of Warrant Certificate]

 [Form of Legend if Offered Securities     Prior to _______________ this Warrant
with Warrants which are not immediately    Certificate cannot be transferred or
detachable.                                exchanged unless attached to a [Title
                                           of Offered Securities].]



[Form of Legend if Warrants are not        Prior to _______________, Warrants
immediately exercisable.                   evidence by this Warrant Certificate
                                           cannot be exercised.]

EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN

J.P. MORGAN CHASE & CO.
WARRANTS TO PURCHASE
[Title of Warrant Securities]

VOID AFTER 5 P.M. NEW YORK CITY TIME, ON _______________

No. __________ __________ Warrants

This certifies that [the bearer is the] [_________________or registered assigns is the registered] owner of the above indicated number of Warrants, each Warrant entitling such owner [if Offered Securities with Warrants which are not immediately detachable -- , subject to the [bearer] [registered owner] qualifying as a "holder" of this Warrant Certificate, as hereinafter defined] to purchase, at any time [after 5 P.M., New York City time, on _______________ and] on or before 5 P.M., New York City time, on _______________, __________ principal amount of [Title of Warrant Securities] (the "Warrant Securities"), of J.P. Morgan Chase & Co. (the "Company"), issued and to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from _______________ through and including _______________, the exercise price of each Warrant will be ________ plus [accrued amortization of the original issue discount] [accrued interest] from _______________; during the period from _______________ through and including _______________, the exercise price of each Warrant will be ________ plus [accrued amortization of the original issue discount] [accrued interest] from _______________; [in each case, the original issue discount will be amortized at a ___% annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The original issue discount for each ________ principal amount of Warrant Securities is ________.] The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof, including any applicable certifications if the Warrant Securities are issuable in bearer form, and by paying in full [in lawful money of the United States of America] [applicable currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office

of ____________________, or its successor as warrant agent (the "Warrant Agent"), [or ____________] currently at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

The term "holder" as used herein shall mean [if Offered Securities with Warrants which are not immediately detachable -- , prior to ____________ (the "Detachable Date"), the registered owner of the Company's [title of Offered Securities] to which this Warrant Certificate is initially attached, and after such Detachable Date,] [the bearer of this Warrant Certificate] [the person in whose name at the time this Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose pursuant to Section 4.1 of the Warrant Agreement].

Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Securities in registered form in denominations of ____________ and any integral multiples thereof. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the holder hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of ____________ (the "Warrant Agreement") between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at _______________].

The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Warrant Certificate will be issued under and in accordance with an indenture (the "Indenture"), dated as of [FOR SENIOR DEBT:
December 1, 1989, between the Company and Bankers Trust Company, as successor to The Chase Manhattan Bank (National Association)] [FOR SUBORDINATED DEBT:
December 15, 1992, as amended by a Second Supplemental Indenture thereto dated as of October 8, 1996, and a Third Supplemental Indenture thereto dated as of December 29, 2000, between the Company and U.S. Bank Trust National Association, as successor to Morgan Guaranty Trust Company of New York], as trustee (the "Trustee"), and will be subject to the terms and provisions contained in the Indenture. Copies of the Indenture and the form of the Warrant Securities are on file at the corporate trust office of the Trustee [and at _______________].

[If Offered Securities with Warrants which are not immediately detachable -- Prior to ____________, this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Securities] ("Offered Securities") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. After such date, this] [if Offered Securities with Warrants which are immediately detachable -- Transfer of this] Warrant Certificate may be registered when this Warrant Certificate is surrendered at the corporate trust office of the Warrant Agent [or ____________] by the registered owner or his assigns, in person or by an attorney duly authorized in writing, in the manner and subject to the limitations provided in the Warrant Agreement.] [effected by delivery and the Company and the Warrant Agent may treat the bearer hereof as the owner for all purposes.]

[If Offered Securities with Warrants which are not immediately detachable -- Except as provided in the immediately preceding paragraph, after] [If Offered Securities with Warrants which are immediately detachable or Warrants alone -- After] countersignature by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent [or ____________] for Warrant Certificates representing the same aggregate number of Warrants.

This Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive payments of principal of, premium, if any, or interest, if any, on the Warrant Securities or to enforce any of the covenants of the Indenture.

This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent.

            Dated as of             , 200 .
                        ------------     -

                                        J.P. MORGAN CHASE & CO.
                                        By:
                                           -------------------------

Attest:


-----------------------------

Countersigned:

[WARRANT AGENT],
As Warrant Agent

[Reverse of Warrant Certificate] Instructions for Exercise of Warrant

To exercise the Warrants evidenced hereby, the holder must pay in [Dollars]
[applicable currency] [in cash or by certified check or official bank check or by bank wire transfer] [by bank wire transfer] [in immediately available funds] the Warrant Price in full for Warrants exercised to _____________________,
[corporate trust department] [insert address of Warrant Agent], Attn. __________
[or ____________], which [payment] [wire transfer] must specify the name of the holder and the number of Warrants exercised by such holder. In addition, the holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the [payment] [wire transfer].

To Be Executed Upon Exercise of Warrant

The undersigned hereby irrevocably elects to exercise ____________ Warrants, evidenced by this Warrant Certificate, to purchase ____________ principal amount of the [Title of Warrant Securities ] (the "Warrant Securities") of J.P. Morgan Chase & Co. and represents that he has tendered payment for such Warrant Securities in [Dollars] [applicable currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds to the order of J.P. Morgan Chase & Co., c/o _________________________, [address of Warrant Agent], in the amount of ____________ in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Securities be in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below.

If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below.

Dated:                                  Name
        ------------------------------       ----------------------------------

                                        Address
-------------------------------------           -------------------------------
(Insert Social Security or Other
Identifying Number of Holder)                 ---------------------------------
[If registered Warrant -- Signature
Guaranteed                                    Signature
                                                        -----------------------
------------------------------------]         [If registered Warrant --
                                              (Signature must conform in all
                                              respects to name of holder as
                                              specified on face of this Warrant
                                              Certificate and must bear a
                                              signature guarantee by a bank,
                                              trust company or member broker of
                                              the New York, Midwest or Pacific
                                              Stock Exchanges)]

The Warrants evidenced hereby may be exercised at the following addresses:

[Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificated evidencing unexercised Warrants -- complete as appropriate.]

     FOR VALUE RECEIVED                                hereby sells, assigns and
                        ------------------------------
transfers unto

------------------------------               ------------------------------
(Please print name)                          (Please insert social security
                                              or other identifying number)
------------------------------
(Address)


------------------------------
(City, including zip code)

Dated:

(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate and
must bear a signature guarantee by a
bank, trust company or member broker of
the New York, Midwest or Pacific Stock
Exchange)

Signature Guaranteed

EXHIBIT 4.25

J.P. MORGAN CHASE & CO.

and

[WARRANT AGENT]
As Warrant Agent

Warrant Agreement -- Preferred Stock

Dated as of , 200_

J.P. MORGAN CHASE & CO.
Form of Preferred Stock Warrant Agreement*

THIS WARRANT AGREEMENT dated as of __________, 200_ between J.P. Morgan Chase & Co., a Delaware corporation (hereinafter called the "Company") and [Warrant Agent], as Warrant Agent (herein called the "Warrant Agent").

WHEREAS, the Company proposes to sell [if Warrants are sold with Debt Securities or Preferred Stock -- [title of Debt Securities or Preferred Stock being offered] (the "Offered Securities") with] warrant certificates evidencing one or more warrants (the "Warrants") or individually a "Warrant") representing the right to purchase [title of Preferred Stock purchasable through exercise of Warrants] (the "Warrant Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the "Warrant Certificates"; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, exchanged, exercised and replaced;

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES

SECTION 1.1. Issuance of Warrants. [If Warrants alone -- Upon issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Offered Securities and Warrants -- Warrants shall be [initially] issued in connection with the issuance of the Offered Securities [but shall be separately transferable on and after _______________ (the "Detachable Date")] [and shall not be separately transferable] and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Warrant Security. [If Offered Securities and Warrants -- Warrant Certificates shall be initially issued in units with the Offered Securities and each Warrant Certificate included in such a unit shall evidence _____ Warrants for each
[________ principal amount] [______ shares] of Offered Securities included in such unit.]

SECTION 1.2. Execution and Delivery of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in

Exhibit A hereto, shall be dated _________ and may have such letters, numbers, or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall be executed on behalf of the Company by [the Chairman of the Board, the President, any Vice Chairman, any Managing Director, or any Vice President and by the Secretary or any Assistant Secretary] under its corporate seal reproduced thereon. Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on the Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.

No Warrant Certificates shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.

In case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer.

The term "holder" or "holder of a Warrant Certificate" as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose [If Offered Securities and Warrants are not immediately detachable -- or upon the register of the Offered Securities prior to the Detachable Date. Prior to the Detachable Date, the Company will, or will cause the registrar of the Offered Securities to, make available at all times to the Warrant Agent such information as to holders of the Offered Securities with Warrants as may be necessary to keep the Warrant Agent's records up to date].

SECTION 1.3. Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase an aggregate not exceeding __________ Warrant Securities (except as provided in Section 1.4, 2.3(c), 3.2 and 4.1) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign Warrant Certificates evidencing Warrants representing the right to purchase up to ________ Warrant Securities and shall deliver such Warrant Certificates to or upon the order of the Company. Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously countersigned

Warrant Certificates or in connection with their transfer, as hereinafter provided or as provided in Section 2.3(c).

SECTION 1.4. Temporary Warrant Certificate. Pending the preparation of definitive Warrant Certificates, the Company may execute, and upon the order of the Company, the Warrant Agent shall authenticate and deliver, temporary Warrant Certificates which are printed, lithographed, typewritten, mimeographed or otherwise produced substantially of the tenor of the definitive Warrant Certificate in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Warrant Certificates may determine, as evidenced by their execution of such Warrant Certificates.

If temporary Warrant Certificates are issued, the Company will cause definitive Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Warrant Certificates, the temporary Warrant Certificates shall be exchangeable for definitive Warrant Certificates upon surrender of the temporary Warrant Certificates at the corporate trust office of the Warrant Agent [or _______________], without charge to the Holder. Upon surrender for cancellation of any one or more temporary Warrant Certificates, the Company shall execute and the Warrant Agent shall authenticate and deliver in exchange therefor definitive Warrant Certificates representing the same aggregate number of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Warrant Certificates.

ARTICLE II

WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS

SECTION 2.1. Warrant Price. During the period from ____________ through and including _______________, the exercise price of each Warrant will be __________. During the period from _______________ through and including _____________, the exercise price of each Warrant will be ________. Such exercise price of Warrant Securities is referred to in this Agreement as the "Warrant Price". No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrant.

SECTION 2.2. Duration of Warrants. Each Warrant may be exercised in whole at any time, as specified herein, on or after [the date thereof] [______________] and at or before 5 P.M., New York City time, on ___________ or such later date as the Company may designate, by notice to the Warrant Agent and the holders of Warrant Certificates mailed to their addresses as set forth in the record books of the Warrant Agent (the "Expiration Date"). Each Warrant not exercised at or before 5 P.M., New York City time, on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificates evidencing such Warrant under this Agreement shall cease.

SECTION 2.3. Exercise of Warrants. (a) During the period specified in Section 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] the Warrant

Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at __________], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a [payment]
[wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonably require.

(c) As promptly as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.

(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

(e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrant Certificates.

ARTICLE III

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

SECTION 3.1. No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates. No Warrant Certificates or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights.

SECTION 3.2. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and the Company of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity reasonably satisfactory to the Warrant Agent and the Company and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing a like number of Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.

SECTION 3.3. Holder of Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without the consent of the Warrant Agent, the holder of any Warrant Securities or the holder of any other Warrant Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrants evidenced by his Warrant Certificate in the manner provided in his Warrant Certificate and in this Agreement.

SECTION 3.4. Reclassification, Consolidation, Merger, Sale, Conveyance or Lease. In case any of the following shall occur while any Warrants are outstanding: (a) any reclassification or change of the outstanding shares of Warrant Securities; or (b) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding shares of Warrant Securities issuable upon exercise of the Warrants); or (c) any sale, conveyance or lease to another corporation of the property of the Company as an entirety or substantially as an entirety; then the Company, or such successor or purchasing corporation, as the case may be, shall make appropriate provision by amendment of this Agreement or otherwise so that the holders of the Warrants then outstanding shall have the right at any time thereafter, upon exercise of such Warrants, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale, conveyance or lease as would be received by a holder of the number of shares of Warrant Securities issuable upon exercise of such Warrant immediately prior to such reclassification, change, consolidation, merger, sale, conveyance or lease, and, in the case of a consolidation, merger, sale, conveyance or lease the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be

signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver Warrant Securities in its own name, in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such reclassification, change, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate.

The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such reclassification, change, consolidation, merger, conveyance or transfer complies with the provisions of this Section 3.4.

ARTICLE IV

EXCHANGE AND TRANSFER
OF WARRANT CERTIFICATES

SECTION 4.1. Exchange and Transfer of Warrant Certificates.
[If Offered Securities with Warrants which are immediately detachable -- Upon]
[If Offered Securities with Warrants which are not immediately detachable -- Prior to the Detachable Date, a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. Prior to any Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon surrender at the corporate trust office of the Warrant Agent [or __________], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants or the transfer thereof may be registered in whole or in part; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. The Warrant Agent shall keep, at its corporate trust office [and at ____________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or ___________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent. No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any

exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificate surrendered for such exchange or registration of transfer.

SECTION 4.2. Treatment of Holders of Warrant Certificates. [If Offered Securities and Warrants are not immediately detachable -- Prior to the Detachable Date, the Company, the Warrant Agent and all other persons may treat the owner of the Offered Security as the owner of the Warrant Certificates initially attached thereto for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced by such Warrant Certificates, any notice to the contrary notwithstanding. After the Detachable Date and prior to due presentment of a Warrant Certificate for registration of transfer,] [T]he Company and the Warrant Agent may treat the registered holder of a Warrant Certificate as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.

SECTION 4.3. Cancellation of Warrant Certificates. Any Warrant Certificate surrendered for exchange, registration of transfer or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of cancelled Warrant Certificates in a manner satisfactory to the Company.

ARTICLE V

CONCERNING THE WARRANT AGENT

SECTION 5.1. Warrant Agent. The Company hereby appoints
[Warrant Agent] as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates upon the terms and subject to the conditions herein set forth; and [Warrant Agent] hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and herein and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof.

SECTION 5.2. Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject:

(a) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent without negligence, bad faith or breach of this Agreement on its part for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad

faith on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, as well as the reasonable costs and expenses of defending against any claim of such liability.

(b) Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrant.

(c) Counsel. The Warrant Agent may consult with counsel satisfactory to it, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

(d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

(e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under any of the Indenture.

(f) No Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.

(g) No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent's countersignature thereon).

(h) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Company.

(i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the

Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in
Section 6.2 hereof, to make any demand upon the Company.

SECTION 5.3. Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.

(b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than 90 days after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company in good standing, authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.

(c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or similar law; or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1. Amendment. (a) This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not affect adversely the interests of the holders of the Warrant Certificates.

(b) The Company and the Warrant Agent may modify or amend this Agreement (by means of an agreement supplemental hereto or otherwise) with the consent of holders of Warrants constituting not less than a majority in number of the then outstanding Warrants of all series affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that changes the exercise price of the Warrants of any series, reduces the amount receivable upon exercise, cancellation or expiration of the Warrants other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the Warrants, shortens the period of time during which the Warrants of such series may be exercised, or otherwise materially and adversely affects the exercise rights of the affected holders or reduces the percentage of the number of outstanding Warrants of such series, the consent of whose holders is required for modification or amendment of this Agreement, may be made without the consent of each holder affected thereby.

SECTION 6.2. Notices and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company.

SECTION 6.3. Addresses. Any communication from the Company to the Warrant Agent with respect to this Agreement shall be addressed to [Warrant Agent], ___________________, Attention: ____________________ and any communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017, Attention: _________________ (or such other address as shall be specified in writing by the Warrant Agent or by the Company).

SECTION 6.4. Applicable Law. The validity, interpretation and performance of this Agreement and each Warrant Certificate issued hereunder and of the respective terms and provisions thereof shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 6.5. Delivery of Prospectus. The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to the Warrant Securities deliverable upon exercise of the Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus.

SECTION 6.6. Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities issued upon exercise of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period during which the Warrants are exercisable.

SECTION 6.7. Persons Having Rights under Warrant Agreement. Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

SECTION 6.8. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning of construction of any of the provisions hereof.

SECTION 6.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it.

IN WITNESS WHEREOF, J.P. Morgan Chase & Co. and [Warrant Agent] have caused this Agreement to be signed by their respective duly authorized officers, and their respective corporate seals to be affixed hereunto, and the same to be attested by their respective Secretaries or one of their respective Assistant Secretaries, all as of the day and year first above written.

J.P. MORGAN CHASE & CO.

[Form of Legend if Offered                       Prior to ______________________
Securities with Warrants which                   this Warrant Certificate
are not immediately                              cannot be transferred or
detachable.                                      exchanged unless attached
                                                 to a [Title of Offered
                                                 Securities].]

[Form of Legend of Warrants                      Prior to _____________________,
are not immediately                              Warrants evidenced by
exercisable.                                     this Warrant Certificate
                                                 cannot be exercised.]

EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN

J.P. MORGAN CHASE & CO.
WARRANTS TO PURCHASE
[Title of Warrant Securities]

VOID AFTER 5 P.M. NEW YORK CITY TIME, ON ________________________

No. ______________ _________________ Warrants

This certifies that _____________________ or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [if Offered Securities with Warrants which are not immediately detachable --, subject to the registered owner qualifying as a "holder" of this Warrant Certificate, as hereinafter defined] to purchase, at any time [after 5 P.M., New York City time, on _______________ and] on or before 5 P.M., New York City time, on _______________, _____________ shares of [Title of Warrant Securities] (the "Warrant Securities"), of J.P. Morgan Chase & Co. (the "Company") on the following basis: during the period from _____________ through and including ______________; during the period from ____________ through and including _____________, the exercise price of each Warrant will be ______________ (the "Warrant Price"). No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrant.

The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full
[in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this

Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or ____________] currently at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

The term "holder" as used herein shall mean [if Offered Securities with Warrants which are not immediately detachable --, prior to _____________ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Securities] to which this Warrant Certificate is initially attached, and after such Detachable Date,] the person in whose name at the time this Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose pursuant to Section 4.1 of the Warrant Agreement.

Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Securities in registered form. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the holder hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of ______________ (the "Warrant Agreement") between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at _______________].

[If Offered Securities with registered Warrants which are not immediately detachable -- Prior to ____________, this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Securities] ("Offered Securities") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. After such date, this] [if Offered Securities with registered Warrants which are immediately detachable -- Transfer of this] Warrant Certificate may be registered when this Warrant Certificate is surrendered at the corporate trust office of the Warrant Agent [or ______________] by the registered owner or his assigns, in person or by an attorney duly authorized in writing, in the manner and subject to the limitations provided in the Warrant Agreement.]

[If Offered Securities with Warrants which are not immediately detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable or Warrant alone -- After] countersignature by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent [or ___________________] for Warrant Certificates representing the same aggregate number of Warrants.

This Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive payments of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights.

This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent.

J.P. MORGAN CHASE & CO.

Attest:

Countersigned:

[WARRANT AGENT]
As Warrant Agent

[Reverse of Warrant Certificate] Instructions for Exercise of Warrant

To exercise the Warrants evidenced hereby, the holder must pay in Dollars [in cash or by certified check or official bank check or by bank wire transfer] [by bank wire transfer] [in immediately available funds] the Warrant Price in full for Warrants exercised to [Warrant Agent], [corporate trust department] [insert address of Warrant Agent], Attn. __________________ [or ______________], which [payment] [wire transfer] must specify the name of the holder and the number of Warrants exercised by such holder. In addition, the holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the [payment] [wire transfer].

To Be Executed Upon Exercise of Warrant

The undersigned hereby irrevocably elects to exercise _________ Warrants, evidenced by this Warrant Certificate, to purchase __________ shares of the [Title of Warrant Securities] (the "Warrant Securities") of J.P. Morgan Chase & Co. and represents that he has tendered payment for such Warrant Securities in Dollars [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds to the order of J.P. Morgan Chase & Co., c/o [insert name and address of Warrant Agent], in the amount of _______________ in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Securities be in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below.

If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below.

Dated:                              Name
       -------------------               ----------------------------

--------------------------          Address -------------------------
(Insert Social Security or
other Identifying Number                    -------------------------
of Holder)
Signature Guaranteed                Signature
                                              -----------------------
-------------------------             (Signature must conform in all respects to
                                       name of holder as specified on the face
                                       of this Warrant Certificate and must bear
                                       a signature guarantee by a bank, trust
                                       company or member broker of the New York,
                                       Midwest or Pacific Stock Exchanges)

The Warrants evidenced hereby may be exercised at the following addresses:

By mail at

[Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificate evidencing unexercised Warrants - complete as appropriate.]

                  FOR VALUE RECEIVED                                  hereby
sells, assigns and transfers unto    --------------------------------



---------------------------------            -----------------------------------
(Please print name)                            (Please insert social security
                                                 or other identifying number)
---------------------------------
(Address)

---------------------------------
(City, including zip code)

(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate and must bear a
signature guarantee by a bank, trust company
or member broker of the New York, Midwest or
Pacific Stock Exchanges)

Signature Guaranteed

EXHIBIT 4.26

J.P. MORGAN CHASE & CO.

and

[WARRANT AGENT]
As Warrant Agent

Warrant Agreement -- Common Stock

Dated as of __________, 200_

J.P. MORGAN CHASE & CO.
Form of Common Stock Warrant Agreement*

THIS WARRANT AGREEMENT dated as of ____________, 200_ between J.P. Morgan Chase & Co., a Delaware corporation (hereinafter called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to) and [Warrant Agent], as Warrant Agent (herein called the "Warrant Agent").

WHEREAS, the Company has entered into an indenture (the "[Senior] [Subordinated] Indenture") dated as of [FOR SENIOR DEBT: December 1, 1989, between the Company and Bankers Trust Company, as successor to the Chase Manhattan Bank (National Association), as trustee (the "Senior Trustee")] [FOR SUBORDINATED DEBT: December 15, 1992, as amended by a Second Supplemental Indenture thereto dated as of October 8, 1996, and a Third Supplemental Indenture thereto dated as of December 29, 2000 between the Company and U.S. Bank Trust National Association, as successor to Morgan Guaranty Trust Company of New York, as trustee (the "Subordinated Trustee")], providing for the issuance from time to time of its unsecured [senior] [subordinated] debentures, notes or other evidences of indebtedness (the "[Senior] [Subordinated] Debt Securities"), to be issued in one or more series as provided in the [Senior]
[Subordinated] Indenture; [if Warrant Securities are not under same Indenture as Debt Securities to which they are attached -- and an Indenture (the "[Senior]
[Subordinated] Indenture," the Senior and Subordinated Indentures being referred to collectively as the "Indentures") dated as of ____________ between the Company and ______________, as trustee (the "[Senior] [Subordinated] Trustee," (the Senior and Subordinated Trustees being referred to collectively as the "Trustee"), providing for the issuance from time to time of its [senior]
[subordinated] debentures, notes or other evidences of indebtedness (the "[Senior] [Subordinated] Debt Securities", the [Senior] and [Subordinated] Debt Securities being referred to collectively as the "Debt Securities"), to be issued in one or more series as provided in the [____________] Indenture]; and

WHEREAS, the Company proposes to sell [if Warrants are sold with Debt Securities or Preferred Stock -- [title of Debt Securities or Preferred Stock being offered] (the "Offered Securities") with] warrant certificates evidencing one or more warrants (the "Warrants" or individually a "Warrant") representing the right to purchase [ ] shares of the Company's Common Stock, par value $1.00 per share (the "Warrant Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the "Warrant Certificates"; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, exchanged, exercised and replaced;

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

ISSUANCE OF WARRANTS AND EXECUTION
AND DELIVERY OF WARRANT CERTIFICATES

SECTION 1.1. Issuance of Warrants. [If Warrants alone -- Upon issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Offered Securities and Warrants -- Warrants shall be [initially] issued in connection with the issuance of the Offered Securities [but shall be separately transferable on and after _______________ (the "Detachable Date")] [and shall not be separately transferable] and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase __________ Warrant Securities. [If Offered Securities and Warrants -- Warrant Certificates shall be initially issued in units with the Offered Securities and each Warrant Certificate included in such a unit shall evidence __________ Warrants for each ________ shares of Offered Securities included in such unit.]

SECTION 1.2. Execution and Delivery of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A hereto, shall be dated ____________ and may have such letters, numbers, or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall be executed on behalf of the Company by [the Chairman of the Board, the President, any Vice Chairman, any Managing Director, or any Vice President and by the Secretary or any Assistant Secretary] under its corporate seal reproduced thereon. Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced in the Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.

No Warrant Certificates shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.

In case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates ceased to be such officer of the Company; and any

Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer.

The term "holder" or "holder of a Warrant Certificate" as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose [If Offered Securities and Warrants are not immediately detachable -- or upon the register of the Offered Securities prior to the Detachable Date. Prior to the Detachable Date, the Company will, or will cause the registrar of the Offered Securities to, make available at all times to the Warrant Agent such information as to holders of the Offered Securities with Warrants as may be necessary to keep the Warrant Agent's records up to date].

SECTION 1.3. Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase an aggregate principal amount not exceeding ____________ Warrant Securities (except as provided in Sections 1.4, 2.3(c), 3.2 and 5.1) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign Warrant Certificates evidencing Warrants representing the right to purchase up to __________ Warrant Securities and shall deliver such Warrant Certificates to or upon the order of the Company. Subsequent to such issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Warrant Certificates or in connection with their transfer, as hereinafter provided or as provided in Section 2.3(c).

SECTION 1.4. Temporary Warrant Certificate. Pending the preparation of definitive Warrant Certificates, the Company may execute, and upon the order of the Company, the Warrant Agent shall authenticate and deliver, temporary Warrant Certificates which are printed, lithographed, typewritten, mimeographed or otherwise produced substantially of the tenor of the definitive Warrant Certificate in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Warrant Certificates may determine, as evidenced by their execution of such Warrant Certificates.

If temporary Warrant Certificates are issued, the Company will cause definitive Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Warrant Certificates, the temporary Warrant Certificates, shall be exchangeable for definitive Warrant Certificates upon surrender of the temporary Warrant Certificates at the corporate trust office of the Warrant Agent [or _______________], without charge to the Holder. Upon surrender for cancellation of any one or more temporary Warrant Certificates the Company shall execute and the Warrant Agent shall authenticate and deliver in exchange therefor definitive Warrant Certificates representing the same aggregate number of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Warrant Certificates.

ARTICLE II

WARRANT PRICE, DURATION
AND EXERCISE OF WARRANTS

SECTION 2.1. Warrant Price. (a) During the period from __________ through and including ___________, the exercise price of each Warrant will be __________. During the period from _____________ through and including __________, the exercise price of each Warrant will be _____________. Such exercise price of Warrant Securities is referred to in this Warrant Agreement as the "Warrant Price". No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrants.

(b) Warrants may be exercised by the holders thereof at any time, at the Warrant Price then in effect, when the Warrant Securities are registered pursuant to an effective registration statement under the Securities Act. Warrants shall in no event be exercisable for the purchase of Warrant Stock at any time when such Warrant Securities are not registered pursuant to an effective registration statement under the Securities Act.

The Company shall be required to register the Warrant Securities, or holders will have such other rights, only as provided in Section 2.3.

The Company shall promptly give all holders notice of the effectiveness of a registration statement in respect of Warrant Securities and of any subsequent lapses in the effectiveness of such registration statement.

SECTION 2.2. Duration of Warrants. Each Warrant may be exercised in whole at any time, as specified herein, on or after [the date thereof] [____________] and at or before 5 P.M., New York City time, on ____________ or such later date as the Company may designate, by notice to the Warrant Agent and the holders of Warrant Certificates mailed to their addresses as set forth in the record books of the Warrant Agent (the "Expiration Date"). Each Warrant not exercised at or before 5 P.M., New York City time, on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease.

SECTION 2.3. Exercise of Warrants. (a)During the period specified in Section 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [lawful money of the United States of America] [applicable currency,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ____________], provided that such exercise is subject to receipt within five business days of such
[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The

Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-dollar denominated funds -- or in such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the [Trustee under the Indenture relating to the Warrant Securities] of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonably require.

(c) As promptly as practicable after the exercise of any Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.

(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

SECTION 2.4. No Fractional Shares to Be Issued. Notwithstanding anything to the contrary contained in this Agreement, if the number of shares of Common Stock purchasable on the exercise of each Warrant is not a whole number, the Company shall not be required to issue any fraction of a share of Common Stock or to distribute stock certificates that evidence fractional shares of Common Stock or to issue a Warrant Certificate representing a fractional Warrant upon exercise of any Warrants. If Warrant Certificates evidencing more than one Warrant shall be surrendered for exercise at one time by the same holder, the number of full shares which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of Warrants so surrendered. If any fraction of a share of Common stock would, except for the provisions of this Section 2.4, be issuable on the exercise of any Warrant or Warrants, the Company shall purchase such fraction for an amount in cash equal to such fraction of the then current market price of a share of Common Stock. The Warrant holders, by their acceptance of the Warrant Certificates, expressly waive their right to receive any fraction of a share of Common Stock or a stock certificate representing a fraction of a share of Common Stock.

SECTION 2.5. Covenant to Reserve Shares for Issuance on Exercise. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Warrant Securities, solely for the purpose of issue upon exercise of Warrants, the full number of shares of Warrant Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock which shall be so issuable shall be duly and validly issued and fully paid and nonassessable.

The Company hereby authorizes and directs its current and future transfer agents for the Common Stock and for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in this Article II.

SECTION 2.6. Compliance with Governmental Requirements. Before taking any action that would cause an adjustment reducing the Warrant Price to be adjusted below the then par value of any of the shares of Common Stock issuable upon exercise of the Warrants, the Company will take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Warrant Price.

Subject to Section 3.1(b), the Company covenants that if any shares of Common Stock required to be reserved for purposes of exercise of Warrants require, under any federal or state law or rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any national securities exchange before such shares may be issued upon exercise, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered, approved or listed on the relevant national securities exchange, as the case may be; provided, however, that in no event shall such shares of Common Stock be issued, and the Company is hereby authorized to suspend the exercise of all Warrants, for the period during which such registration, approval or listing is required but not in effect.

SECTION 2.7. Rights Upon Dissolution or Liquidation. Notwithstanding any other provision of this Agreement, in the event that, at any time after the date hereof of the rights of holders thereof as provided in this Article II, there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company shall give notice by first-class mail to each holder of an outstanding Warrant at such holder's address as it appears on the Warrant Register at the earliest practicable time (and, in any event, not less than twenty days before any date set for definitive action), of the date on which such dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the shares of record of Common Stock or other securities, if any, underlying the Warrants shall be entitled to exchange their shares for securities, money or other property deliverable upon such dissolution, liquidation or winding up, as the case may be, on which date each holder of outstanding Warrants shall receive cash or other property (taking into account the Warrant Price then if effect) which it would have been entitled to receive had the Warrants been

exercisable and exercised immediately prior to such dissolution, liquidation or winding up and the rights to exercise the Warrants shall terminate.

ARTICLE III

ADJUSTMENT OF WARRANT PRICE AND SHARES
OF COMMON STOCK PURCHASABLE

SECTION 3.1. Adjustment of Warrant Price. The Warrant Price specified in Section 2.1 shall be subject to adjustment from time to time as follows:

(a) In case the Company shall (i) pay a dividend or make a distribution on the Warrant Securities in shares of its capital stock, (ii) subdivide the outstanding Warrant Securities into a greater number of shares or
(iii) combine the outstanding Warrant Securities into a smaller number of shares, the Warrant Price shall be adjusted so that the holder of any Warrant thereafter surrendered for exercise shall be entitled to receive the number of shares of Warrant Securities which he would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised immediately prior to the record date in the case of a dividend or the effective date in the case of a subdivision or combination. An adjustment made pursuant to this subparagraph (a) shall become effective immediately after the record date in the case of a dividend, except as provided in subparagraph (h) below, and shall become effective immediately after the effective date in the case of a subdivision or combination.

(b) In case the Company shall issue rights or warrants to all holders of shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as defined for purposes of this subparagraph (b) in subparagraph (e) below), at the record date for the determination of stockholders entitled to receive such rights or warrants, the Warrant Price in effect after such record date shall be determined by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the record date for issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on the record date for issuance of such rights or warrants plus the number of additional shares of Common Stock receivable upon exercise of such rights or warrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph (h) below, after such record date.

(c) In case the Company shall distribute to all holders of Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company or dividends payable in Common Stock) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights or warrants referred to in subparagraph (b)

above) (any of the foregoing being hereinafter in this subparagraph (c) called the "Securities"), then, in each such case, unless the Company elects to reserve such Securities for distribution to the holders of the Warrants upon the exercise of the Warrants so that any such holder exercising Warrants will receive such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities, exercised its Warrants into Warrant Securities, the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior to the date of such distribution by a fraction the numerator of which shall be the current market price per share (as defined for purposes of this subparagraph (c) in subparagraph (e) below) of the Common Stock on the record date mentioned above less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the Securities so distributed allocable to one share of Common Stock, and the denominator of which shall be the current market price per share (determined as provided in subparagraph (e) below) of the Common Stock.

(d) If, pursuant to subparagraph (b) or (c) above, the number of shares of Warrant Securities into which a Warrant is convertible shall have been adjusted because the Company has declared a dividend, or made a distribution, on the outstanding shares of Warrant Securities in the form of any right or warrant to purchase securities of the Company, or the Company has issued any such right or warrant, then, upon the expiration of any such unexercised right or unexercised warrant, the Warrant Price shall forthwith be adjusted to equal the Warrant Price that would have applied had such right or warrant never been declared, distributed or issued.

(e) For the purposes of any computation under subparagraph (b) above, the current market price per share of Common Stock or of any other security (herein collectively referred to as a "security") at the date herein specified shall be deemed to be the average of the reported last sales prices for the thirty consecutive Trading Days (as defined below) commencing forty-five Trading Days before the date in question. For the purpose of any computation under subparagraph (c) above, the current market price per security on any date shall be deemed to be the average of the reported last sales prices for the ten consecutive Trading Days before the date in question. The reported last sales price for each day (whether for purposes of subparagraph (b) or subparagraph
(c)) shall be the reported last sales price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange Composite Tape or, if such security is not listed or admitted to trading on the New York Stock Exchange at such time, on the principal national securities exchange on which such security is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of the Nasdaq Stock Market ("NASDAQ") or, if such security is not quoted on such National Market System of the Nasdaq Stock Market, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the security on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such date as furnished by any New York Stock Exchange member firm regularly making a market in such security selected for such purpose by the Board of Directors of the Company or a committee thereof or, if no such

quotations are available, the fair market value of such security as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of the Company or a committee thereof. As used herein, the Term "Trading Day" with respect to a security means (x) if such security is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business or (y) if such security is quoted on the National Market System of the NASDAQ, a day on which trades may be made on such National Market System or (z) otherwise, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

(f) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such Warrant Price; provided, however, that any adjustments which by reason of this paragraph (f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article III shall be made to the nearest cent or to the nearest .01 of a share, as the case may be, with one-half cent and .005 of a share, respectively, being rounded upward. Anything in this Article III to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Warrant Price, in addition to those required by this paragraph (f), as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by the Company to its stockholders shall not be taxable.

(g) Whenever the Warrant Price is adjusted as herein provided, the Company shall file with the transfer agent a certificate, signed by [the Chairman of the Board, any Vice Chairman, the President, any Vice President, any Managing Director or any Vice President] of the Company, setting forth the Warrant Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment; provided, however, that the failure of the Company to file such officers' certificate shall not invalidate any corporate action by the Company.

(h) In any case in which this Article III provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (y) issuing to the holder of any Warrant converted after such record date and before the occurrence of such event the additional shares of Warrant Securities issuable upon such exercise by reason of the adjustment required by such event over and above the Warrant Securities issuable upon such exercise before giving effect to such adjustment and (z) paying to such holder any amount of cash in lieu of any fractional share.

(i) Whenever the Warrant Price is adjusted as provided in Article III, the Company shall cause to be mailed to each holder of Warrants at its then registered address by first-class mail, postage prepaid, a notice of such adjustment of the Warrant Price setting forth such adjusted Exercise Price and the effective date of such adjusted Exercise Price; provided, however, that the failure of the Company to give such notice shall not invalidate any corporate action by the Company.

SECTION 3.2. Adjustment of Shares of Common Stock Purchasable Upon Exercise of Warrants. The number of Warrant Securities that may be purchased upon exercise of a Warrant shall be determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 3.2) be issuable upon such exercise by a fraction of which (a) the numerator is _________ and (b) the denominator is $_________ minus deductions made from (and/or plus additions to) the Warrant Price pursuant to Sections 3.1(a) or (c) hereof. The Warrant Price per share of Common Stock shall be adjusted and readjusted from time to time as provided in this Article III and, as so adjusted or readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by this Article III.

SECTION 3.3. Statements on Warrants. The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Article III, and Warrant Certificates issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as are stated in the Warrant Certificates initially issued pursuant to this Agreement. The Company, however, may at any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant Certificate that it may deem appropriate and that does not affect the substance thereof, and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.

ARTICLE IV

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

SECTION 4.1. No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates. No Warrant Certificates or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to vote at, or to receive notice of, any meeting of stockholders of the Company; the consent of action or proceeding of the Company; no such holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, either at, before or after exercising such Warrant, shall have any right to receive any cash dividends, stock dividends, allotments or rights, or other distributions (except as specifically provided herein), paid, allotted or distributed or distributable to the stockholders of the Company prior to the date of the exercise of such Warrant; and no such holder shall have any right not expressly conferred by the Warrant or Warrant Certificate that such holder holds.

SECTION 4.2. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and the Company of the Ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity reasonably satisfactory to the Warrant Agent and the Company, and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and

evidencing a like number of Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.

SECTION 4.3. Holder of Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the holder of any Warrant Securities or the holder of any other Warrant Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrants evidenced by his Warrant Certificate in the manner provided in his Warrant Certificate and in this Agreement.

SECTION 4.4. Reclassification, Consolidation, Merger, Sale or Conveyance. In case any of the following shall occur while any Warrants are outstanding: (a) any reclassification or change of the outstanding shares of Warrant Securities (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of the Warrant Securities); or (b) any consolidation, merger or combination of the Company with or into another corporation as a result of which holders of Warrant Securities shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Warrant Securities; or
(c) any sale or conveyance of the property or assets of the Company as, or substantially as, an entirety to any other entity as a result of which holders of Warrant Securities shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Warrant Securities; then the Company, or such successor or purchasing corporation, as the case may be, shall make appropriate provision by amendment of this Agreement or otherwise so that the holders of the Warrants then outstanding shall have the right at any time thereafter, upon exercise of such Warrants, to receive the kind and amount of shares of stock and other securities and property or assets receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance as would be received by a holder of the number of shares of Warrant Securities issuable upon exercise of such Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, and, in the case of a consolidation, merger, sale or conveyance the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver Warrant Securities in its own name, in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Warrants. All the Warrants so

issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such reclassification, change, consolidation, merger, sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate.

The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such reclassification, change, merger, consolidation, sale or conveyance complies with the provisions of this Section 4.4.

ARTICLE V

EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.

SECTION 5.1. Exchange and Transfer of Warrant Certificates,
[If Offered Securities with Warrants which are immediately detachable -- Upon]
[If Offered Securities with Warrants which are not immediately detachable -- Prior to the Detachable Date, a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. Prior to any Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender at the corporate trust office of the Warrant Agent [or ________], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants or the transfer thereof may be registered in whole or in part; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. The Warrant Agent shall keep, at its corporate trust office [and at ________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or ________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent. No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same

benefits under this Agreement, as the Warrant Certificate surrendered for such exchange or registration of transfer.

SECTION 5.2. Treatment of Holders of Warrant Certificates. [If Offered Securities and Warrants are not immediately detachable -- Prior to the Detachable Date, the Company, the Warrant Agent and all other persons may treat the owner of the Offered Security as the owner of the Warrant Certificates initially attached thereto for any purpose or as the person entitled to exercise the rights represented by the Warrants evidenced by such Warrant Certificates, any notice to the contrary notwithstanding. After the Detachable Date, and prior to due presentment of a Warrant Certificate for registration for registration of transfer, the Company, the Warrant Agent and all other persons may treat the holder of a Warrant Certificate as the owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.

SECTION 5.3. Cancellation of Warrant Certificates. Any Warrant Certificates surrendered for exchange, registration of transfer or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of canceled Warrant Certificates in a manner satisfactory to the Company.

ARTICLE VI

CONCERNING THE WARRANT AGENT.

SECTION 6.1. Warrant Agent. The Company hereby appoints
[Warrant Agent] as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates upon the terms and subject to the conditions herein set forth; and [Warrant Agent] hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and herein and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof.

SECTION 6.2. Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject:

(a) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Warrant Agent without negligence, bad faith or breach of this Agreement on its part in connection with the services rendered

hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, as well as the costs and expenses of defending against any claim of such liability.

(b) Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.

(c) Counsel. The Warrant Agent may consult with counsel satisfactory to it, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

(d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

(e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in the Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under any of the Indentures.

(f) No Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.

(g) No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent's countersignature thereon).

(h) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Company.

(i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against

the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 7.2 hereof, to make any demand upon the Company.

SECTION 6.3. Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.

(b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than 90 days after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company in good standing authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 6.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.

(c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or similar law; or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the

purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall be a party,or any corporation to which substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Amendment. (a) This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not affect adversely the interests of the holders of the Warrant Certificates.

(b) The Company and the Warrant Agent may modify or amend this Agreement (by means of an agreement supplemental hereto or otherwise) with the consent of holders of Warrants constituting not less than a majority in number of the then outstanding Warrants of all series affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that changes the exercise price of the Warrants of any series, reduces the amount receivable upon exercise, cancellation or expiration of the Warrants other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the Warrants, shortens the period of time during which the Warrants of such series may be exercised, or otherwise materially and adversely affects the exercise rights of the affected holders or reduces the percentage of the number of

outstanding Warrants of such series, the consent of whose holders is required for modification or amendment of this Agreement, may be made without the consent of each holder affected thereby.

SECTION 7.2. Notices and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company.

SECTION 7.3. Addresses. Any communication from the Company to the Warrant Agent with respect to this Agreement shall be addressed to [Warrant Agent], _____________, Attention: ____________________ and any communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017, Attention: ________________ (or such other address as shall be specified in writing by the Warrant Agent or by the Company).

SECTION 7.4. Applicable Law. The validity, interpretation and performance of this Agreement and each Warrant Certificate issued hereunder and of the respective terms and provisions thereof shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 7.5. Delivery of Prospectus. The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to the Warrant Securities deliverable upon exercise of the Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus.

SECTION 7.6. Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities issued upon exercise of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period during which the Warrants are exercisable.

SECTION 7.7. Persons Having Rights under Warrant Agreement. Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

SECTION 7.8. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 7.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 7.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it.

IN WITNESS WHEREOF, J.P. Morgan Chase & Co. and [Warrant Agent] have caused this Agreement to be signed by their respective duly authorized officers, and their respective corporate seals to be affixed hereunto, and the same to be attested by their respective Secretaries or one of their respective Assistant Secretaries, all as of the day and year first above written.

J.P. MORGAN CHASE & CO.

[WARRANT AGENT]

[Form of Legend if Offered Securities with Warrants which       Prior to _______________ this Warrant Certificate
are not immediately detachable.                                 cannot be transferred or exchanged unless attached
                                                                to a [Title of Offered Securities].]
[Form of Legend if Warrants are not immediately                 Prior to _______________, Warrants evidence by
exercisable.                                                    this Warrant Certificate cannot be exercised.]

EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN

J.P. MORGAN CHASE & CO.
WARRANTS TO PURCHASE
[Title of Warrant Securities]

VOID AFTER 5 P.M. NEW YORK CITY TIME ON _______________

No. __________ __________ Warrants

This certifies that [the bearer is the] [_________________or registered assigns is the registered] owner of the above indicated number of Warrants, each Warrant entitling such owner [if Offered Securities with Warrants which are not immediately detachable -- , subject to the registered owner qualifying as a "holder" of this Warrant Certificate, as hereinafter defined] to purchase, at any time [after 5 P.M., New York City time, on _______________ and] on or before 5 P.M., New York City time, on _______________, _________ shares of
[Common Stock, par value $1.00 per share] (the "Warrant Securities"), of J.P. Morgan Chase & Co. (the "Company"), issued and to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from _______________ through and including _______________, the exercise price of each Warrant will be $________ per share; during the period from _______________ through and including _______________, the exercise price of each Warrant will be $________ per share (the "Warrant Price"). No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrant.

The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof, including any applicable certifications if the Warrant Securities are issuable in bearer form, and by paying in full [in lawful money of the United States of America]
[applicable currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed,

at the corporate trust office of [Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or ____________] currently at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

The term "holder" as used herein shall mean [if Offered Securities with Warrants which are not immediately detachable -- , prior to ____________ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Securities] to which this Warrant Certificate is initially attached, and after such Detachable Date,] the person in whose name at the time this Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose pursuant to Section 5.1 of the Warrant Agreement.

Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Securities in registered form in denominations of ____________ and any integral multiples thereof. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the holder hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of ____________ (the "Warrant Agreement") between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at _______________].

The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Warrant Certificate will be issued under and in accordance with an indenture (the "Indenture"), dated as of [FOR SENIOR DEBT: December 1, 1989, between the Company and Bankers Trust Company, as successor to The Chase Manhattan Bank (National Association)] [FOR SUBORDINATED DEBT: December 15, 1992, as amended by a Second Supplemental Indenture thereto dated as of October 8, 1996, and a Third Supplemental Indenture thereto dated as of December 29, 2000, between the Company and U.S. Bank Trust National Association, as successor to Morgan Guaranty Trust Company of New York], as trustee (the "Trustee"), and will be subject to the terms and provisions contained in the Indenture. Copies of the Indenture and the form of the Warrant Securities are on file at the corporate trust office of the Trustee [and at _______________].

[If Offered Securities with Warrants which are not immediately detachable -- Prior to ____________, this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Securities] ("Offered Securities") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. After such date, this] [if Offered Securities with Warrants which are immediately detachable -- Transfer of this] Warrant Certificate may be registered when this Warrant Certificate is surrendered at the corporate trust office of the Warrant Agent [or ____________] by the registered owner or his assigns, in person or by an attorney duly authorized in writing, in the manner and subject to the limitations provided in the Warrant Agreement.]

[If Offered Securities with Warrants which are not immediately detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable or Warrants alone -- After] countersignature by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent [or ____________] for Warrant Certificates representing the same aggregate number of Warrants.

This Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive payments of principal of, premium, if any, or interest, if any, on the Warrant Securities or to enforce any of the covenants of the Indenture.

This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent.

J.P. MORGAN CHASE & CO.

[WARRANT AGENT],
As Warrant Agent

[Reverse of Warrant Certificate] Instructions for Exercise of Warrant

To exercise the Warrants evidenced hereby, the holder must pay in [Dollars] [applicable currency] [in cash or by certified check or official bank check or by bank wire transfer] [by bank wire transfer] [in immediately available funds] the Warrant Price in full for Warrants exercised to [Warrant Agent], [corporate trust department] [insert address of Warrant Agent], Attn. __________ [or ____________], which [payment] [wire transfer] must specify the name of the holder and the number of Warrants exercised by such holder. In addition, the holder must complete the information required below, including any applicable certifications if the Warrant Securities are issuable in bearer form, and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the [payment] [wire transfer].

To Be Executed Upon Exercise of Warrant

The undersigned hereby irrevocably elects to exercise ____________ Warrants, evidenced by this Warrant Certificate, to purchase ____________ shares of the [Common Stock] (the "Warrant Securities") of J.P. Morgan Chase & Co. and represents that he has tendered payment for such Warrant Securities in [Dollars] [applicable currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds to the order of J.P. Morgan Chase & Co., c/o [insert name and address of Warrant Agent], in the amount of ____________ in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below.

If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below.

Dated:  ______________________________                      Name________________________________
______________________________________                      Address_____________________________
(Insert Social Security or Other Identifying Number of             _____________________________
Holder)                                                     Signature___________________________
Signature Guaranteed                                             (Signature must conform in all
                                                                 respects to name of holder as
                                                                 specified on face of this
                                                                 Warrant Certificate and must
                                                                 bear a signature guarantee by
                                                                 a bank, trust company or
                                                                 member broker of the New York,
                                                                 Midwest or Pacific Stock
                                                                 Exchanges)

The Warrants evidenced hereby may be exercised at the following addresses:

By hand at                         _______________________________________
                                   _______________________________________
                                   _______________________________________
                                   _______________________________________


By mail at                         _______________________________________
                                   _______________________________________
                                   _______________________________________
                                   _______________________________________

                  [Instructions as to form and delivery of Warrant Securities

and, if applicable, Warrant Certificated evidencing unexercised Warrants -- complete as appropriate.]

______________________________
(Please print name)                               (Please insert social security
______________________________                    or other identifying number)
(Address)
______________________________
(City, including zip code)

the Warrants represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint _______________ Attorney to transfer said Warrant Certificate on the Books of the Warrant Agent with full power of substitution in the premises.

EXHIBIT 4.27

J.P. MORGAN CHASE & CO.

and

[WARRANT AGENT]
As Warrant Agent

Warrant Agreement

Up to _______________ ____ Currency [Put/Call] Warrants

Expiring _______________

Dated as of , 200_

THIS WARRANT AGREEMENT dated as of __________, 200, between J.P. MORGAN CHASE & CO., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), and [WARRANT AGENT], a banking corporation duly incorporated and existing under the laws of the State of New York, as Warrant Agent (the "Warrant Agent"),

WHEREAS, the Company proposes to sell warrants (the "Warrants" or, individually, a "Warrant") representing the right to receive from the Company the Cash Settlement Value (as defined herein) in U.S. dollars of the right to
[purchase] [sell] ____________ at a price of U.S.$ _________; and

WHEREAS, the Company wishes the Warrant Agent to act on behalf of the Company in connection with the issuance, transfer and exercise of the Warrants, and wishes to set forth herein, among other things, the provisions of the Warrants and the terms and conditions on which they may be issued, transferred, exercised and canceled;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

ISSUANCE OF WARRANTS AND FORM,
EXECUTION AND DELIVERY AND REGISTRATION
OF GLOBAL WARRANT CERTIFICATE

SECTION 1.1. Issuance of Warrants; Book Entry Procedures; Successor Directory. (a) The Warrants shall be represented by a single certificate (the "Global Warrant Certificate"). Each Warrant shall represent the right, subject to the provisions contained herein and in the Global Warrant Certificate, to receive the Cash Settlement Value (as defined in paragraph (g) of Section 2.2) of such Warrant. In no event shall Warrantholders (as defined in Section 2.1) be entitled to receive any interest on any Cash Settlement Value (unless the Company shall default in the payment of such Cash Settlement Value). Warrantholders will not be entitled to receive definitive Warrants evidencing the Warrants; provided, however, that if the Depository (as defined in Section 1.1(b)) is at any time unwilling or unable to continue as Depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, the Company will issue Warrants in definitive form and representing all Warrants in exchange for the Global Warrant Certificate. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrants in definitive form and representing all Warrants in exchange for the Global Warrant Certificate. In either instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in its name and will be entitled to physical delivery of such Warrants in definitive form by the Depository Participant (as defined in
Section 1.1(c)) through which such Warrantholder's beneficial interest is reflected. The provisions of Section 1.5 shall apply only if and when Warrants in definitive form ("Warrant Certificates") are issued hereunder. Unless the context shall otherwise require, all references in this Agreement to the Global Warrant Certificate shall include the Warrant Certificates in the event that Warrant Certificates are issued.

(b) The Global Warrant Certificate shall be deposited with the Depository or its agent (the Term "Depository", as used herein, initially refers to The Depository Trust Company ("DTC") and includes any successor depository selected by the Company as provided

in Section 1.1(d)) for credit to the accounts of the Depository Participants as shown on the records of the Depository from time to time.

(c) The Global Warrant Certificate will initially be registered in the name of a nominee of the Depository. The Warrant holdings of Depository Participants will be recorded on the books of the Depository. The holdings of customers of Depository Participants will be reflected on the books and records of such Depository Participants and will not be known to the Warrant Agent, the Company or the Depository. "Depository Participants" include securities brokers and dealers, banks and trust companies, clearing organizations and certain other organizations that are participants in the DTC system. Access to the Depository's system is also available to others such as banks, dealers and trust companies that clear or maintain a custodial relationship with a Depository Participant, either directly or indirectly. The Global Warrant Certificate will be held by the Depository or its agent. Neither the Company nor the Warrant Agent will have any responsibility or liability for any aspect of the records relating to beneficial ownership interests in the Global Warrant Certificate or for maintaining, reviewing or supervising any records relating to such beneficial ownership.

(d) The Company may from time to time select a new entity to act as Depository and, if such selection is made, the Company shall promptly give the Warrant Agent notice to such effect identifying the new Depository, and the Global Warrant Certificate shall be delivered to the Warrant Agent and shall be transferred to the new Depository as provided in Section 1.4 as promptly as possible. Appropriate changes may be made in the Global Warrant Certificate, the notice of exercise and the related notices delivered in connection with an exercise of Warrants to reflect the selection of the new Depository.

SECTION 1.2. Form, Execution and Delivery of Global Warrant Certificate. The Global Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. The Global Warrant Certificate may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed or of the Depository, or to conform to usage. The Global Warrant Certificate shall be executed on behalf of the Company by [the Chairman of the Board, the President, any Vice Chairman, any Managing Director, or any Vice President and by the Secretary or any Assistant Secretary,] either manually or by facsimile signature, under its corporate seal which may be a facsimile and which may, but need not, be attested. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of the Global Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent.

In case any officer of the Company who shall have signed the Global Warrant Certificate either manually or by facsimile signature shall cease to be such officer before the Global Warrant Certificate so signed shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Global Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Global Warrant Certificate had not ceased to be such officer of the Company; and the Global Warrant

Certificate may be executed on behalf of the Company by such persons as, at the actual date of the execution of such Global Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer.

SECTION 1.3. Global Warrant Certificate. One or more Global Warrant Certificates relating in the aggregate to no more than _________ Warrants originally issued may be executed by the Company and delivered to the Warrant Agent on or after the date of execution of this Agreement. The Warrant Agent is authorized, upon receipt of a Global Warrant Certificate from the Company, duly executed on behalf of the Company, to countersign such Global Warrant Certificate. The Global Warrant Certificate shall be manually countersigned and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall countersign and deliver the Global Warrant Certificate to or upon the written order of the Company.

The Global Warrant Certificate may be exchanged for a new Global Warrant Certificate to reflect the issuance by the Company of additional Warrants; provided, however, that in no event shall the number of Warrants represented by the Global Warrant Certificate exceed _______________ originally issued. To effect such an exchange, the Company shall deliver to the Warrant Agent a new Global Warrant Certificate duly executed on behalf of the Company as provided in Section 1.2. The Warrant Agent shall countersign the new Global Warrant Certificate as provided in this Section 1.3 and, upon a written order of the Company, shall deliver the new Global Warrant Certificate to the Depository in exchange for, and upon receipt of, the Global Warrant Certificate then held by the Depository. The Warrant Agent shall cancel the Global Warrant Certificate delivered to it by the Depository and return the canceled Global Warrant Certificate to the Company.

SECTION 1.4. Registration of Transfers and Exchanges. Except as otherwise provided herein or in the Global Warrant Certificate, the Warrant Agent shall from time to time register the transfer of the Global Warrant Certificate in the records of the Warrant Agent only to the Depository, to a nominee of the Depository, to a successor Depository, or to a nominee of a successor Depository, upon surrender of such Global Warrant Certificate, duly endorsed and accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company, duly signed by the registered holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. or by a member of a national securities exchange. Upon any such registration of transfer, the Company shall execute and the Warrant Agent shall countersign and deliver in the name of the designated transferee a new Global Warrant Certificate of like tenor and evidencing a like number of Unexercised Warrants (as defined in Section 2.3(a)) as evidenced by the Global Warrant Certificate at the time of such registration of transfer.

The Global Warrant Certificate may be transferred as provided above at the option of the holder thereof when surrendered to the Warrant Agent at its office or agency maintained for the purpose of transferring and exercising the Warrants, which shall be south of Chambers Street in the Borough of Manhattan, The City of New York (the "Warrant Agent Office"), and which is, on the date of this Agreement, __________________, New York, New York ________, Attention:
______________________, or at the office of any successor

Warrant Agent as provided in Section 5.3, for another Global Warrant Certificate of like tenor and representing a like number of Unexercised Warrants.

SECTION 1.5. Warrant Certificates. Any Warrant Certificate issued in accordance with Section 1.1(a) shall be in registered form substantially in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are desirable for individual Warrant Certificates, and may represent any integral multiple of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed or of the Depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company upon the same conditions, in substantially the same manner and with the same effect as the Global Warrant Certificate.

Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent, which shall manually countersign and deliver the same to or upon the written order of the Company. Each Warrant Certificate shall be dated the date of its countersignature.

No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.

Warrant Certificates delivered in exchange for the Global Warrant Certificate shall be registered in such names and addresses (including tax identification numbers) and in such denominations as shall be requested in writing by the Depository or its nominee in whose name the Global Warrant Certificate is registered, upon written certification to the Company and the Warrant Agent in form satisfactory to each of them of a beneficial ownership interest in the Global Warrant Certificate.

The Company shall cause to be kept at an office of the Warrant Agent in New York City a register (the register maintained in such office and in any other office or agency maintained by or on behalf of the Company for such purpose being herein sometimes collectively referred to as the "Warrant Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers of Warrant Certificates. The Warrant Agent is hereby appointed "Warrant Registrar" for the purpose of registering Warrant Certificates and transfers of Warrant Certificates as herein provided.

For purposes of this Section 1.5, a "Holder" of a Warrant Certificate at any particular time is the person in whose name such Warrant Certificate is registered in the Warrant Register at such time.

Upon surrender for registration of transfer of any Warrant Certificate at an office or agency of the Company maintained for such purpose, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates of any authorized denominations and representing Warrants of a like aggregate number.

At the option of the Holder, Warrant Certificates may be exchanged for other Warrant Certificates of any authorized denominations and representing Warrants of a like aggregate number, upon surrender of the Warrant Certificates to be exchanged at such office or agency. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive.

All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations of the Company, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered upon such registration of transfer or exchange.

Every Warrant Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates.

If any mutilated Warrant Certificate is surrendered to the Warrant Agent, the Company shall execute and the Warrant Agent shall countersign and deliver in exchange therefor a new Warrant Certificate of like tenor representing Warrants of a like number and bearing a number not contemporaneously outstanding.

If there shall be delivered by a Warrantholder to the Company and the Warrant Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Warrant Certificate, (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless and (iii) funds sufficient to cover any cost or expense to the Company (including any fees charged by the Warrant Agent) relating to the issuance of a new Warrant Certificate, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Warrant Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like tenor representing Warrants of a like number and bearing a number not contemporaneously outstanding.

In case the Warrants evidenced by any such mutilated, destroyed, lost or stolen Warrant Certificate have been or are about to be exercised, or deemed to be exercised, the Company in its discretion may, instead of issuing a new Warrant Certificate, treat the same as if

it had received written irrevocable notice of exercise in good form in respect thereof, as provided herein.

Every new Warrant Certificate issued pursuant to this Section 1.5 in lieu of any destroyed, lost or stolen Warrant Certificate shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Warrant Agreement equally and proportionately with any and all other Warrant Certificates duly issued hereunder.

The provisions of this Section 1.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Warrant Certificates.

Prior to due presentment of a Warrant Certificate for registration of transfer, the Company, the Warrant Agent and any agent of the Company or the Warrant Agent may treat the person in whose name such Warrant Certificate is registered as the owner of such Warrant Certificate for all purposes hereunder whatsoever, whether or not such Warrant Certificate be exercised or deemed to be exercised and neither the Company, the Warrant Agent nor any agent of the Company or the Warrant Agent shall be affected by notice to the contrary.

All Warrant Certificates surrendered for exercise or registration of transfer or exchange shall, if surrendered to any person other than the Warrant Agent, be delivered to the Warrant Agent and shall be promptly canceled by it. The Company may at any time deliver to the Warrant Agent for cancellation any Warrant Certificates previously countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Warrant Certificates so delivered shall be promptly canceled by the Warrant Agent. No Warrant Certificates shall be countersigned in lieu of or in exchange for any Warrant Certificates canceled as provided in this Section 1.5, except as expressly permitted by this Warrant Agreement. All canceled Warrant Certificates held by the Warrant Agent shall be disposed of as directed by the Company.

ARTICLE II

DURATION AND EXERCISE OF WARRANTS

SECTION 2.1. Duration of Warrants; Minimum Exercise Amounts; Notice of Exercise. Subject to the limitations described herein, each Warrant evidenced by the Global Warrant Certificate may be irrevocably exercised in whole but not in part on any New York Business Day from its date of issuance until 3:00 P.M., New York City time, five New York Business Days prior to the earliest to occur of (i) _____(the "Expiration Date") or (ii) automatic exercise as provided in
Section 2.3. Except in the case of automatic exercise, each Warrant may be exercised by written notice to the Warrant Agent from Depository Participants acting on behalf of the beneficial owners of Warrants (each a "Warrantholder"); provided, however, that notices of exercise are subject to rejection by the Warrant Agent as provided herein. Not fewer than ____Warrants may be exercised by or on behalf of any one Warrantholder at any one time, except that no such minimum exercise amount shall apply in the case of automatic exercise on the Expiration Date or earlier automatic exercise as provided in Section 2.3. Irrevocable notice of exercise to the Warrant Agent shall be substantially in the form set forth in Exhibit B hereto

and shall be sent to the Warrant Agent in writing (which shall include facsimile transmissions) at its address as set forth in such form of notice or at such other address as the Warrant Agent may specify from time to time. As used herein, "New York Business Day" means any day other than a Saturday or a Sunday or a day on which commercial banks in New York City are required or authorized by law or executive order to be closed. Except as provided in Section 2.2(b)(i), the Warrant Agent shall be entitled to rely conclusively on any notice of exercise received by it with no duty of inquiry by the Warrant Agent.

SECTION 2.2. Exercise and Delivery of Warrants. (a) Except in the case of automatic exercise on the Expiration Date or earlier automatic exercise as provided in Section 2.3 and subject to Section 2.2(b)(i), the exercise date (the "Exercise Date") for a Warrant shall be the New York Business Day next succeeding the date on which the Warrant Agent has received written irrevocable notice of exercise in good form at or prior to 3:00 P.M., New York City time; and if the Warrant Agent shall receive such notice of exercise after 3:00 P.M., New York City time on such date, such notice shall be deemed to have been received at or prior to 3:00 P.M., New York City time, on the next succeeding New York Business Day, and in such event the Exercise Date shall be the second New York Business Day succeeding the date on which the Warrant Agent actually received such notice of exercise. Any notice of exercise received after 3:00 P.M., New York City time, on the fifth New York Business Day preceding the earlier to occur of (i) the Expiration Date or (ii) the date on which the Warrants are delisted or permanently suspended from trading on the [National Securities Exchange] (or any successor national securities exchange) and not accepted at the same time for listing on another national securities exchange shall be void and of no effect and shall be deemed not to have been delivered.

(b) Following receipt of a written irrevocable notice of exercise in good form, the Warrant Agent shall: (i) promptly determine whether the notice of exercise has been duly completed and is in proper form and promptly verify that the entity that executed such notice is listed as a Depository Participant in the most recent published edition of DTC's Eligible Corporate Securities Book (or comparable publication of a successor Depository) and, if such entity is not listed therein, the Warrant Agent shall make reasonable efforts to obtain telephonic verification from DTC's Planning Department (telephone no. 709-1000) (or comparable department of a successor Depository) that such entity is a Depository Participant and if the Warrant Agent is unable through the above-described procedures to verify that such entity is a Depository Participant or if the Warrant Agent determines that the notice of exercise has not been duly completed or is not in proper form, the Warrant Agent shall reject the notice of exercise and shall send to the entity that executed such notice of exercise a notice of rejection in the form included in Exhibit B hereto; (ii) notify the Company by 5:00 P.M., New York City time, on the New York Business Day such notice of exercise is received (or deemed to have been received) of the number of Warrants in respect of which exercise notices, not rejected as described above, were received after 3:00 P.M., New York City time, on the preceding New York Business Day and at or prior to 3:00 P.M., New York City time, on such date; (iii) obtain the Spot Rate (as defined in Section 2.2(g) from the Spot Rate Reference Bank (as defined in Section 2.2(g) as of the Exercise Date and determine the Cash Settlement Value of the exercised Warrants in the manner described in Section 2.2(g); (iv) advise the Company by 5:00 P.M., New York City time, on the Exercise Date of the amount payable in respect of the exercise of such Warrants, and of the Spot Rate and Cash Settlement Value with respect to such Warrants, and send notice of confirmation of exercise in the form set forth in Exhibit B hereto to such Depository Participant; and (v) promptly deliver a copy of such notice of exercise to the

Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.2 or Section 2.3 shall be by telephone and shall be promptly confirmed in writing.

(c) Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner, which shall in no event be later than 3:00 P.M., New York City time on the second New York Business Day (the "Settlement Date") following an Exercise Date of Warrants, the Warrant Agent will be responsible for making its payment available to the Depository in the form of a treasurer's check or official bank check in New York Clearing House Funds, after 3:00 P.M., New York City time, but prior to the close of business, on such Settlement Date, such payment to be in the amount of the aggregate Cash Settlement Value in respect of such exercised Warrants for which delivery has been accepted by the Warrant Agent; provided, however, if such Settlement Date is a day on which banking institutions in [Foreign City] are authorized or required by law or executive order to close, such Settlement Date shall be the next succeeding New York Business Day on which banking institutions in [Foreign City] are not authorized or required by law or executive order to close. The Depository shall be responsible for crediting the Cash Settlement Value of such Warrants to the Depository Participant.

(d) The Warrant Agent shall cause its records, which may be kept electronically to be marked to reduce the number of Warrants evidenced by the Global Warrant Certificate, by the number of Warrants delivered to the Warrant Agent's Depository Participant Account (entitled "_______" No. __, or such other account of the Warrant Agent at the Depository as the Warrant Agent shall designate in writing to the Company (the "Warrant Account"), and for which payment has been made as provided in Section 2.2(c) promptly after such delivery and payment.

(e) If any Depository Participant fails to deliver Warrants with respect to which it delivered an accepted notice of exercise (a "Failed Delivery") by 11:30 A.M., New York City time, on the Settlement Date therefor, the Warrant Agent (i) shall notify the Company (and, if requested by the Company in writing, a designated agent of the Company) of such Failed Delivery and the number of Warrants to which it relates by 1:00 P.M., New York City time, on such Settlement Date by telephone, promptly confirmed in writing by transmitting to the Company (by telecopy or other similar rapid communication system) a copy of the notice of exercise to which such Failed Delivery relates (the "Failed Exercise Notice"), and (ii) unless the Warrant Agent receives notice from the Company to the contrary, shall, commencing at 1:00 P.M., New York City time, on such Settlement Date until such time, if any, as such Failed Delivery is covered by the Company pursuant to Section 2.2(f), reject any attempted delivery by such Depository Participant that executed the Failed Exercise Notice (1) if the reference number assigned by the Warrant Agent to such Failed Exercise Notice is contained in the information relating to such delivery set forth on the Warrant Agent's Depository Participant terminal screen or (2) if no reference number is contained in such information unless the Warrant Agent verifies that such delivery does not relate to such Failed Exercise Notice (or any other Failed Exercise Notice), which verification the Warrant Agent may, but is not required, to undertake. Warrants with respect to which a Failed Delivery occurred that are subsequently delivered to the Warrant Account may be accepted by the Warrant Agent if delivered by 1:00 P.M., New York City time, on the Settlement Date therefor or if so directed by the Company. If Warrants with respect to which a Failed Delivery occurred are subsequently delivered (otherwise than pursuant to Section

2.2(f) in compliance with the preceding sentence, the Warrant Agent shall be responsible for making its cashier's check or official bank check available to the Depository in accordance with the standard procedures of the Depository than in effect, provided that the Company has made adequate funds available to the Warrant Agent as provided in paragraph (c) of this Section. If such delivery occurs after 1:00 P.M., New York City time, on the Settlement Date for such Warrants, the Warrant Agent shall promptly notify the Company of such delivery by telephone confirmed in writing and the rights of the Warrantholder shall be governed by the Failed Exercise Notice and the Warrantholder shall be entitled, upon delivery of the Warrants to which such Failed Exercise Notice relates, to the amount otherwise payable to such Warrantholder with respect to such Warrants on such Settlement Date but for such Failed Delivery. At such times as the Warrants are evidenced by a Global Warrant Certificate, a Failed Delivery shall be deemed to occur as a result of a failure by a Depository Participant to take any action required to effectuate a transfer of the Warrants on the records of the Depository.

(f) In the case of any such Failed Delivery, the Company, on the behalf and at the expense of the Depository Participant to which the Failed Delivery relates, shall have the right at any time to purchase or cause to be purchased, on the [National Securities Exchange] or such other national security exchange on which the Warrants are then listed, Warrants in an amount equal to the number of Warrants with respect to which such Failed Delivery occurred and to cause such Warrants to be delivered free to the Warrant Account on behalf of such Depository Participant in satisfaction of such Depository Participant's obligation to deliver the Warrants with respect to which the Failed Delivery occurred; provided, however, that the Depository Participant shall remain liable to the Company as provided in the notice of exercise. If the Company elects to cause delivery of Warrants to occur as provided above, the Company shall notify the Warrant Agent by 5:00 P.M., New York City time, on the New York Business Day preceding the New York Business Day on which such Warrants will be delivered free to the Warrant Account, of the name, address, telephone number, facsimile number and Depository Participant number of the Depository Participant through which such Warrants will be delivered to the Warrant Account (which shall not be the Depository Participant to which the Failed Delivery relates). Upon receipt of such Warrants in the Warrant Account, the Warrant Agent shall (i) cause its records to be marked to reduce the number of Warrants represented by the Global Warrant Certificate by the number of such Warrants so delivered to the Warrant Account and (ii) credit to such account of the Company as the Company may designate from time to time to the Warrant Agent, the aggregate Cash Settlement Value of the Warrants with respect to which the Failed Delivery occurred. Thereafter, such Depository Participant shall look only to the Company for any payment which it may be entitled to receive and all liability with respect thereto of the Warrant Agent thereupon shall cease.

(g) Except as provided in Section 2.3, "Cash Settlement Value" of an exercised Warrant is an amount stated in U.S. dollars which is the greater of
(i) zero and (ii) the amount computed by subtracting [from ](1) [ from](2) an amount equal to ___times a fraction, the numerator of which is the Spot Rate on the Exercise Date and the denominator of which is ____(the "Strike Price"). The "Spot Rate" on such Exercise Date shall mean the offered spot rate of ____U.S. dollars for [Foreign Currency] as quoted by ________(the "Spot Rate

(1) in the case of Put Warrants

(2) in the case of Call Warrants

Reference Bank", which term, as used herein, includes any successor reference bank selected by the Company) at 10:00 A.M., New York City time, on such date or, if such bank is not quoting such rate at such time, the rate quoted by such other leading bank in the foreign exchange markets as may be selected by the Company in good faith and notified in writing to the Warrant Agent. The Spot Rate shall be calculated to four decimal places. References in this Agreement to "U.S. dollars", "U.S.$" or "$" are to the currency of the United States of America. References to "[Foreign Currency]" or "[Foreign Currency Symbol]" are to the currency of [Foreign Country].

SECTION 2.3. Automatic Exercise of the Warrants. (a) All Warrants with respect to which no accepted notice of exercise in good form has been received by the Warrant Agent (the "Unexercised Warrants") by 3:00 P.M., New York City time, on the fifth New York Business Day preceding the earliest to occur of (i) the Expiration Date, and (ii) the date on which the Warrants are delisted from or permanently suspended from trading on the [National Securities Exchange] (or any successor national securities exchange) and not accepted at the same time for listing on another national securities exchange, will be automatically exercised on such Expiration Date or the date of such delisting or permanent suspension from trading, without any required delivery of notice of exercise from any relevant Depository Participant to the Warrant Agent. The Company will advise the Warrant Agent of the date of any expected delisting or permanent suspension of trading of the Warrants as soon as is practicable and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:00 A.M., New York City time, on the New York Business Day preceding the date that such delisting or suspension occurs.

(b) By 5:00 P.M., New York City time, on the fifth New York Business Day preceding the Expiration Date, the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 3:00 P.M., New York City time, on such date. The Warrant Agent shall obtain the Spot Rate on the New York Business Day following the Expiration Date. By 5:00 P.M., New York City time, on the New York Business Day following the Expiration Date, the Warrant Agent shall (i) determine and advise the Company of the Cash Settlement Value (determined in the manner provided in Section 2.2(g), except that the Spot Rate shall be the Spot Rate on the New York Business Day following the Expiration Date) of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (ii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 12:00 noon, New York City time, on the third New York Business Day following the Expiration Date, the Warrant Agent will be responsible for making its treasurer's check or an official bank check in New York Clearing House Funds available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate after 12:00 noon, New York City time, but prior to the close of business on such third New York Business Day following the Expiration Date, such check to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate that have been automatically exercised; provided, however, if such Settlement Date is a day on which banking institutions in [Foreign City], are authorized or required by law or executive order to close, such Settlement Date shall be the next succeeding New York Business Day on which banking institutions in [Foreign City] are not authorized or required by law or executive order to close. The Warrant Agent shall promptly cancel the Global Warrant Certificate and deliver it to the Company.

(c) Following receipt by the Warrant Agent of notification from the Company that delisting of the Warrants or suspension of trading of the Warrants has occurred on the [National Securities Exchange] or any successor national securities exchange) and provided the Warrants have not been at the same time accepted for listing on another national securities exchange, the Warrant Agent shall (i) advise the Company promptly thereafter of the number of Unexercised Warrants outstanding at 3:00 P.M., New York City time, on the fifth New York Business Day preceding the date of such delisting or suspension, (ii) obtain the Spot Rate on the New York Business Day following the date of such delisting or suspension, (iii) advise the Company of such Spot Rate, (iv) by 5:00 P.M., New York City time, on the New York Business Day following the date of such delisting or suspension, determine and advise the Company of the Cash Settlement Value (determined in the manner provided in Section 2.2(g), except that the Spot Rate shall be the Spot Rate on the New York Business Day following the date of such delisting or suspension) of the Unexercised Warrants evidenced by the Global Warrant Certificate and (v) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 12:00 noon, New York City time, on the third New York Business Day following the date of such delisting or suspension, the Warrant Agent will be responsible for making its treasurer's check or an official bank check in New York Clearing House Funds available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate after 12:00 noon, New York City Time, but prior to the close of business on such third New York Business Day following such delisting or suspension, such check to be in the amount of the aggregate Cash Settlement Value of the number of Unexercised Warrants evidenced by the Global Warrant Certificate that have been automatically exercised; provided, however, if such Settlement Date is a day on which banking institutions in [Foreign City] are authorized or required by law or executive order to close, such Settlement Date shall be the next succeeding New York Business Day on which banking institutions in [Foreign City] are not authorized or required by law or executive order to close. The Warrant Agent shall promptly cancel the Global Warrant Certificate and deliver it to the Company.

(d) The Company will notify the Warrantholders, or will cause the Warrantholders to be notified, as promptly as is practicable of any expected delisting or suspension of trading of the Warrants.

(e) Notwithstanding anything to the contrary in this Section 2.3, any Warrant as to which a Failed Delivery shall have occurred and which shall be outstanding shall be deemed to be an Unexercised Warrant under this Agreement, including, but not limited to, Section 2.3(a), (b) and (c). For purposes of any calculation of the number of Unexercised Warrants as of any date prior to or following the time of such Failed Delivery all such Warrants as to which a Failed Delivery shall have occurred and which shall be deemed outstanding shall be included in such number of Unexercised Warrants.

SECTION 2.4. Covenant of the Company. The Company covenants, for the benefit of the Warrantholders, that it will not seek the delisting of the Warrants, or suspension of their trading on, the [National Securities Exchange] unless the Company has, at the same time, arranged for listing on another national securities exchange.

SECTION 2.5. Return of Global Warrant Certificate. At such time as all of the Warrants have been exercised, deemed automatically exercised or otherwise canceled, the Warrant Agent shall return the canceled Global Warrant Certificate to the Company.

SECTION 2.6. Return of Money Held Unclaimed for Two Years. Any money deposited with or paid to the Warrant Agent for the payment of the Cash Settlement Value of any Warrants and not applied but remaining unclaimed for two years after the date upon which such Cash Settlement Value shall have become due and payable, shall be repaid by the Warrant Agent to the Company and the holder of such Warrants shall thereafter look only to the Company for any payment which such holder may be entitled to collect and all liability of the Warrant Agent with respect to such money shall thereupon cease; provided, however, that the Warrant Agent, before making any such repayment, may at the expense of the Company notify the Warrantholders concerned as provided in Section 6.4 that said money has not been so applied and remains unclaimed and that after a date named therein any unclaimed balance of said money then remaining will be returned to the Company.

SECTION 2.7. Designation of Agent for Receipt of Notice. The Company may from time to time designate in writing to the Warrant Agent a designee for receipt of all notices required to be given by the Warrant Agent pursuant to this Article II and all such notices thereafter shall be given in the manner herein provided by the Warrant Agent to such designee.

ARTICLE III

OTHER PROVISIONS RELATING TO

RIGHTS OF HOLDERS

SECTION 3.1. Holder of Warrant May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any Warrantholder, without the consent of the Warrant Agent, may, in and for his own behalf, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise, and to receive payment for, his Warrants as provided in the Global Warrant Certificate and in this Agreement.

SECTION 3.2. Merger, Consolidation, Sale, Transfer or Conveyance. If at any time there shall be a merger, consolidation, sale, transfer, conveyance or other disposition of substantially all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrants as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants and, in the event of any such sale, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificate representing the Warrants not theretofore exercised, in exchange and substitution for the Global Warrant Certificate theretofore issued. Such Global Warrant Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificate had been issued at the date of the execution hereof. In any case of any such consolidation, merger, sale, transfer, conveyance or other disposition of

substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificate as may be appropriate.

The Warrant Agent shall be entitled to receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, transfer, conveyance or other disposition of substantially all of the assets of the Company complies with the provisions of this Section 3.2 and that the assumption of this Agreement by the successor or assuming corporation is effective.

ARTICLE IV

CANCELLATION OF WARRANTS

SECTION 4.1. Cancellation of Warrants. In the event the Company shall purchase or otherwise acquire Warrants, such Warrants may, at the option of the Company and upon written notification to the Warrant Agent, be surrendered free through a Depository Participant for credit to the Warrant Account and if so credited the Warrant Agent shall promptly note the cancellation of such Warrants by notation on the records of the Warrant Agent.

SECTION 4.2. Treatment of Holders. The Company, the Warrant Agent and any agent of the Company or the Warrant Agent may deem and treat the person in whose name the Global Warrant Certificate shall be registered in the records of the Warrant Agent as the absolute owner of such Global Warrant Certificate (notwithstanding any notation of ownership or other writing thereon) for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, and neither the Company nor the Warrant Agent, nor any agent of the Company or the Warrant Agent shall be affected by any notice to the contrary, except that the Warrant Agent and the Company shall be entitled to rely on and act pursuant to instructions of Depository Participants as contemplated by Article II of this Agreement. This Section 4.2 shall be without prejudice to the rights of Warrantholders as described elsewhere herein.

ARTICLE V

CONCERNING THE WARRANT AGENT

SECTION 5.1. Warrant Agent. The Company hereby appoints [Warrant Agent] as Warrant Agent of the Company in respect of the Warrants and the Global Warrant Certificate upon the terms and subject to the conditions set forth herein and in the Global Warrant Certificate; and [Warrant Agent] hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Global Warrant Certificate and hereby and such further powers and authority acceptable to it to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Global Warrant Certificate are subject to and governed by the terms and provisions hereof.

SECTION 5.2. Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof and of the Global Warrant Certificate, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrants shall be subject:

(a) The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for its reasonable out-of-pocket expenses (including counsel fees and expenses) incurred by the Warrant Agent without gross negligence, bad faith or breach of this Agreement on its part in connection with the services rendered by it hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense (including reasonable attorneys' fees and expenses) incurred without negligence, bad faith or breach of this Agreement on the part of the Warrant Agent, arising out of or in connection with its acting as such Warrant Agent hereunder or with respect to the Global Warrant Certificate, as well as the reasonable costs and expenses of defending against any claim of liability in the premises.

(b) In acting under this Warrant Agreement and in connection with the Global Warrant Certificate, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the owners or holders of the Warrants.

(c) The Warrant Agent may consult with counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.

(d) The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted or thing suffered by it in reliance upon any Global Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

(e) The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, any Warrants or other obligations of the Company, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of Warrantholders or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under the Indenture.

(f) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Global Warrant Certificate.

(g) The Warrant Agent shall not incur any liability with respect to the validity of this Agreement or the Global Warrant Certificate.

(h) The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Global Warrant Certificate contained (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Company.

(i) The Warrant Agent shall be obligated to perform only such duties as are herein and in the Global Warrant Certificate specifically set forth and no implied duties or obligations shall be read into this Agreement or the Global Warrant Certificate against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder likely to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of the Global Warrant Certificate countersigned by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of any proceeds. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained in the Global Warrant Certificate or in the case of the receipt of any written demand from a Warrantholder with respect to such default, except as provided in Section 6.2 hereof, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.

SECTION 5.3. Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the Warrantholders from time to time, that there shall at all times be a Warrant Agent hereunder until all the Warrants are no longer outstanding or until moneys for the payment of all outstanding Warrants, if any, shall have been paid to the Warrant Agent and shall have been returned to the Company as provided in Section 2.6, whichever occurs earlier.

(b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Warrant Agent, and acceptance of such appointment by such successor Warrant Agent, as hereinafter provided. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a banking institution organized under the laws of the United States of America or one of the states thereof) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent and shall survive the termination of this Agreement.

(c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the latter of such appointment, the Warrant Agent so superseded shall cease to be Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such

appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all of the corporate trust business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

SECTION 5.4. Payment of Taxes. The Company will pay all stamp and other duties, if any, to which, under the laws of the United States of America, this Agreement or the original issuance of the Global Warrant Certificate may be subject.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1. Amendment. (a) This Agreement and the Global Warrant Certificate may be amended by the Company and the Warrant Agent, without the consent of the holder of the Global Warrant Certificate or the Warrantholders, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained herein or therein, for the purpose of appointing a successor Depository in accordance with paragraph (d) of Section 1.1, for the purpose of issuing Warrants in definitive form in accordance with paragraph (a) of Section 1.1, or in any other manner which the Company may deem to be necessary or desirable and which will not materially and adversely affect the interests of the Warrantholders. Notwithstanding anything to this Section 6.1 to the contrary, this Agreement may not be amended to provide for the countersigning by the Warrant Agent of one or more Global Warrant Certificates evidencing in excess of __________ Warrants originally issued.

(b) The Company and the Warrant Agent may modify or amend the Warrant Agreement and the Global Warrant Certificate, with the consent of the Warrantholders holding not fewer than a majority in number of the then outstanding Unexercised Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that increases the Strike Price in the case of a Call Warrant, or decreases the Strike Price in the case of a Put Warrant, shortens the period of time during which the Warrants may be exercised, or otherwise materially and adversely affects the exercise rights of the Warrantholders or reduces the percentage of the number of outstanding Warrants the consent of the Warrantholders of which is required for modification or amendment of this Agreement or the Global Warrant Certificate may be made without the consent of each Warrantholder affected thereby. Prior to the issuance of any Warrant Certificates pursuant to Section 1.1(a), the Company and the Warrant Agent shall be entitled to rely upon certification in form satisfactory

to each of them that any requisite consent has been obtained from holders of beneficial ownership interests in Global Warrant Certificate. Such certification may be provided by Depository Participants acting on behalf of such beneficial owners of Warrants, provided that any such certification is accompanied by a certification from the Depository as to the Warrant holdings of such Depository Participants.

SECTION 6.2. Notice and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by any Warrantholder pursuant to the provisions of the Global Warrant Certificate, the Warrant Agent shall promptly forward such notice or demand to the Company.

SECTION 6.3. Addresses for Notices. Any communications from the Company to the Warrant Agent with respect to this Agreement shall be addressed to [Warrant Agent], [Address] (facsimile: ___________________) (telephone:
______________) (telex: ______________), Attention: __________________; any communications from the Warrant Agent to the Company with respect to this Agreement shall be addressed to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017 (facsimile: (212) __________) (telephone: (212) ___________) Attention: ___________________________________, (or such other address as shall be specified in writing by the Warrant Agent or the Company, respectively).

SECTION 6.4. Notices to Holders. The Company or the Warrant Agent may cause to have notice given to the Warrantholders by providing the Depository with a form of notice to be distributed by the Depository to Depository Participants in accordance with the custom and practices of the Depository.

SECTION 6.5. Applicable Law. The validity, interpretation and performance of this Agreement and each Warrant issued hereunder and of the respective terms and provisions thereof shall be governed by the laws of the State of New York.

SECTION 6.6. Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and the [National Securities Exchange] and securities act filings under United States Federal and State laws, which may be or become requisite in connection with the issuance, sale, trading, transfer or delivery of the Warrants, the Global Warrant Certificate and the exercise of the Warrants.

SECTION 6.7. Persons Having Rights Under Warrant Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Warrant Agent, the registered holder of the Global Warrant Certificate and the Warrantholders any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement contained shall be for the sole and exclusive benefit of the Company and the Warrant Agent and their successors and of the registered holder of the Global Warrant Certificate and the Warrantholders.

SECTION 6.8. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 6.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent, for inspection by the registered holder of the Global Warrant Certificate, Depository Participants and Warrantholders.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

J.P. MORGAN CHASE & CO.

By: _____________________________
Title:

[WARRANT AGENT]

By: _____________________________
Title:

EXHIBIT A

EXERCISABLE ONLY IF COUNTERSIGNED
BY WARRANT AGENT AS PROVIDED HEREIN

No.____ CUSIP No.

GLOBAL WARRANT CERTIFICATE

representing

up to _______________ Currency [Put/Call] Warrants

Expiring _________________

J.P. MORGAN CHASE & CO.

This certifies that CEDE & Co. or registered assigns is the registered holder of __________________ Currency [Put/Call] Warrants (the "Warrants") or such lesser amount as is indicated in the records of [Warrant Agent], as Warrant Agent. Each Warrant entitles the beneficial owner thereof (a "Warrantholder"), subject to the provisions contained herein and in the Warrant Agreement referred to below, to receive from J.P. Morgan Chase & Co. (the "Company") the Cash Settlement Value (as defined below) of the right to
[sell/purchase] ___________ at a price of U.S.$______________ as further described below. Warrantholders will not be entitled to any interest on any Cash Settlement Value to which they are otherwise entitled (unless the Company shall default in the payment of such Cash Settlement Value). The Warrants may be exercised at or prior to 3:00 P.M., New York City time, on any New York Business Day from their date of issuance until 3:00 P.M., New York City time, on the fifth New York Business Day preceding the earlier to occur of (i) their expiration on ____________ (the "Expiration Date") or (ii) automatic exercise as further described below and as provided in the Warrant Agreement. Except in the case of automatic exercise, not fewer than ______ Warrants may be exercised by or on behalf of any one Warrantholder on any one day. References herein to "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References to "[Foreign Currency]" or "[Foreign Currency Symbol]" are to the currency of [Foreign Country]. The term "New York Business Day", as used herein, means any day other than a Saturday or Sunday or a day on which commercial banks in New York City are required or authorized by law or executive order to be closed.

This Global Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of _____________ (the "Warrant Agreement"), between the Company and the Warrant Agent, and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions all beneficial owners of the Warrants evidenced by this Global Warrant Certificate and the holder of this Global Warrant Certificate consent by acceptance hereof by the Depository (as defined below). Copies of the Warrant Agreement are on file at the principal corporate trust office of the Warrant Agent in New York City. Except as provided in the Warrant Agreement, Warrantholders will not be entitled to receive definitive Warrant Certificates evidencing their Warrants. Warrant holdings will be held through a depository selected by the Company which initially is The Depository Trust Company

EXHIBIT A

("DTC" or the "Depository", which term, as used herein, includes any successor depository selected by the Company) as further provided in the Warrant Agreement.

Capitalized terms included herein but not defined herein have the meanings assigned thereto in the Warrant Agreement.

The "Cash Settlement Value" of an exercised Warrant will be an amount stated in U.S. dollars which is the greater of (i) zero and (ii) the amount computed by subtracting [from ___________](3) [_______ from](4)

(...continued) an amount equal to ___ times a fraction, the numerator of which is the Spot Rate on the Exercise Date and the denominator of which is ________ (except in the case of automatic exercises as described below). The "Spot Rate" on any date will be the offered spot rate of _________ U.S. dollars for [Foreign Currency] as quoted by _________ at 10:00 A.M., New York City time, on such date or if such bank is not quoting such rate at such time, the rate quoted by such other leading bank in the foreign exchange markets as may be selected by the Company in good faith and notified to the Warrant Agent.

Subject to the provisions hereof and of the Warrant Agreement, each Warrant shall be deemed to be exercised on the next New York Business Day after the New York Business Day on which the notice of exercise in good form is received by the Warrant Agent at or prior to 3:00 P.M., New York City time, on such date (the "Exercise Date"). If the Warrant Agent receives such notice after 3:00 P.M., New York City time, on such date, such notice shall be deemed to have been received at or prior to 3:00 P.M., New York City time, on the next New York Business Day, and in such event the Exercise Date shall be the second New York Business Day succeeding the date on which the Warrant Agent actually received such notice. Upon receipt of an irrevocable notice of exercise in good order from a Depository Participant on behalf of a Warrantholder, the Warrant Agent will verify that the entity executing the exercise notice is listed as a Depository Participant in the most recent edition of the DTC Eligible Corporate Securities Book (or comparable publication of a successor Depository) and, if such entity is not listed therein, the Warrant Agent will make reasonable efforts to obtain telephonic verification from the Depository that such entity is a Depository Participant and, if the Warrant Agent is unable through the above-described procedures to verify that such entity is a Depository Participant, the Warrant Agent will reject the notice of exercise. If the notice of exercise is not rejected, the Warrant Agent will obtain the Spot Rate and determine the Cash Settlement Value of the exercised Warrants in the manner described in the Warrant Agreement. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner, the Warrant Agent will be responsible for making its payment available by treasurer's check or official bank check to the Depository on the second New York Business Day following an Exercise Date (the "Settlement Date"), all as provided in the Warrant Agreement, such payment to be in the amount of the aggregate Cash Settlement Value in respect of such exercised Warrants for which delivery has been accepted by the Warrant Agent; provided, if such second

(3) in the case of Put Warrants

(4) in the case of Call Warrants

EXHIBIT A

New York Business Day is a date on which banking institutions in [Foreign City] are authorized or required by law or executive order to close, the Settlement Date shall be the next succeeding New York Business Day on which banking institutions in [Foreign City] are not authorized or required by law or executive order to close. If any Depository Participant fails to deliver by 11:30 A.M., New York City time, on the Settlement Date the Warrants with respect to which it delivered a notice of exercise, such Depository Participant will be liable to the Company as provided in the notice of exercise and be subject to all of the provisions set forth therein and in the Warrant Agreement.

The Warrant Agent will promptly cause its records to be marked to reduce the number of Unexercised Warrants evidenced by this Global Warrant Certificate by the number of Warrants transferred to the Warrant Agent's Depository Participant Account (No. ____) from time to time.

All Warrants with respect to which no notice of exercise in good form has been received by the Warrant Agent by 3:00 P.M., New York City time, on the fifth New York Business Day preceding the earliest to occur of (i) the Expiration Date and (ii) the date on which the Warrants are delisted from or permanently suspended for trading on the [National Securities Exchange] (or any successor national securities exchange) and not accepted at the same time for listing on another national securities exchange, will be automatically exercised, without any required delivery of notice of exercise from the Depository Participant to the Warrant Agent, in the case of clause (i), as of the Expiration Date, or in the case of clause (ii), as of the date of such delisting or suspension. The Cash Settlement Value of such Warrants will be determined as provided above, except that, in the case of clause (i), the Spot Rate shall be the Spot Rate on the New York Business Day following the Expiration Date and, in the case of clause (ii), the Spot Rate shall be the Spot Rate on the New York Business Day following the date of such delisting or suspension. The Settlement Date with respect to such automatically exercised Warrants shall be the third New York Business Day following such Expiration Date or date of delisting or suspension, provided if such third New York Business Day is a date on which banking institutions in [Foreign City] are authorized or required by law or executive order to close, such Settlement Date shall be the next succeeding New York Business Day on which banking institutions in [Foreign City] are not authorized by law or executive order to close.

The Company, the Warrant Agent and any agent of the Company or the Warrant Agent may deem and treat the registered owner hereof as the absolute owner of the Warrants evidenced hereby (notwithstanding any notation of ownership or other writing hereon) for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced hereby, and neither the Company nor the Warrant Agent nor any agent of the Company or the Warrant Agent shall be affected by any notice to the contrary, subject to certain provisions of the Warrant Agreement, except that the Company and the Warrant Agent shall be entitled to rely on and act pursuant to instructions of Depository Participants as contemplated herein and in the Warrant Agreement.

Subject to the terms of the Warrant Agreement, upon due presentment for registration of transfer of this Global Warrant Certificate at the principal corporate trust of the Warrant Agent in New York City, the Company shall execute and the Warrant Agent shall countersign and deliver in the name of the designated transferee a new Global Warrant

EXHIBIT A

Certificate of like tenor and evidencing a like number of Unexercised Warrants as evidenced by this Global Warrant Certificate at the time of such registration of transfer shall be issued to the designated transferee in exchange for this Global Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge.

EXHIBIT A

This Global Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement.

This Global Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

                                         By:   _________________________________
[SEAL]                                         Title:

Dated:______________________________     By:   _________________________________

Title:

Countersigned on the date above written:

[WARRANT AGENT],
as warrant Agent

By: ______________________________
Authorized Officer

EXHIBIT A

Form of Transfer of Global Warrant Certificate

[Warrant Agent], as Warrant Agent
[Address]
Attn:
(Telex: _________________)

(Facsimile: _____________)

_____________________ the registered holder of the Global Warrant Certificate representing all unexercised J.P. Morgan Chase & Co. Currency
[Put/Call] Warrants Expiring _______________________, hereby requests the transfer of such Global Warrant Certificate to ____________________.

Dated:____________________ NAME OF REGISTERED HOLDER]

By:___________________________

Signature Guarantee

Authorized Signature____________________________________________________________

Name____________________________________________________________________________

(Please print)

Name of Firm____________________________________________________________________

Address_________________________________________________________________________

Area Code and Telephone Number__________________________________________________

Dated:_____________

EXHIBIT B

Form of Irrevocable Notice of Exercise

[Warrant Agent],
as Warrant Agent
[Address]
Attention:
(Telex: _________________)

(Facsimile: _____________)

Re: Exercise of Chemical Banking Corporation Currency [Put/Call] Warrants Expiring ______________ ("Warrants")

1. We refer to the Warrant Agreement dated as of __________________ (the "Warrant Agreement") between J.P. Morgan Chase & Co. (the "Company") and
[Warrant Agent] (the "Warrant Agent"). On behalf of certain clients, each of whom is exercising no fewer than _______ Warrants and whose Warrants are held in our name, we hereby irrevocably exercise ___________________________ Warrants (the "Exercised Warrants"). We hereby certify that at the time this notice is delivered to you, we hold in our name on behalf of each such client a settled position of Warrants in an amount at least equal to the number of Warrants that we are hereby exercising on behalf of such client. We hereby acknowledge that this Irrevocable Notice of Exercise must be received by you by 3:00 P.M., New York City time, on the date hereof in order for the Exercise Date of the Exercised Warrants to be the next succeeding New York Business Day and that if this Irrevocable Notice of Exercise is received by you after 3:00 P.M., New York City time, the Exercise Date of the Exercised Warrants shall be the second succeeding New York Business Day.

2. We hereby certify that we are a participant of The Depository Fund Company (the "Depository") with the present right to use and receive its services.

3. We hereby agree to transfer such Warrants by 11:30 A.M., New York City time, on the second New York Business Day following the Exercise Date of the Exercised Warrants __________________________, (the "Settlement Date") to the Warrant Agent's Participant Account No. _____ (the "Warrant Account"); provided, if such second New York Business Day is a date on which banking institutions in [Foreign City] are authorized or required by law or executive order to close, the Settlement Date shall be the next succeeding New York Business Day on which banking institutions in [Foreign City] are not authorized by law or executive order to close. We hereby acknowledge that once we have delivered this Irrevocable Notice of Exercise to you in good form and you have been able to verify that we are a participant of the Depository in the manner and subject to the procedures set forth in the Warrant Agreement, we must transfer the Exercised Warrants by 11:30 A.M., New York City time, on the Settlement Date and, from and after the time this notice is delivered to you, we will not effect any transactions with respect to the Exercised Warrants except for the transfer to the Warrant Account of the Exercised Warrants on the Settlement Date. If you determine that this Irrevocable Notice of Exercise has not been duly completed, or is not in proper form, or you are unable to verify that we are a participant in the Depository as provided above, this Irrevocable Notice of Exercise will be void and of no effect and will be deemed not to have been delivered.

EXHIBIT B

4. We hereby agree to set forth in the comment field of the Miscellaneous Delivery Order to be processed through the Depository with respect to any transfer of the Exercised Warrants to the Warrant Account the transaction number assigned to this Irrevocable Notice of Exercise by you as specified in the Confirmation of Exercise that we will receive from you relating to this Irrevocable Notice of Exercise and acknowledge that our failure to so include such number may result in the rejection by you of any such transfer.

5. We understand and agree that if we fail to transfer any of the Exercised Warrants by 11:30 A.M., New York City time, on the Settlement Date:
(i) we shall be held liable for any and all damages which may accrue to the Company in accordance with (a) the rules and procedures of the [National Securities Exchange] governing the Warrants (or any successor national securities exchange on which the Warrants are then listed; and (b) market custom and usage; (ii) the Company shall have the right at any time to purchase Warrants, on our behalf and at our expense, on the [National Securities Exchange], or such other national securities exchange on which the Warrants are then listed, in an amount equal to the number of Exercised Warrants that we failed to deliver, and to cause such Warrants to be delivered to the Warrant Account on our behalf in satisfaction of our delivery obligation hereunder;
(iii) unless you receive notice from the Company to the contrary, commencing at 1:00 P.M., New York City time, on the Settlement Date any attempt by us to deliver to the Warrant Account the Exercised Warrants that we fail to deliver on the Settlement Date may be rejected by you and we shall have no right to deliver such Exercised Warrants except as otherwise provided in the Warrant Agreement;
(iv) if the Company exercises its right described in clause (ii) above, then in addition to any amounts payable by us pursuant to clause (i) above, the cost incurred by the Company in purchasing the Warrants as described in clause (ii) above will be deducted from the Cash Settlement Value, if any, that we will receive with respect to the Exercise Warrants that we fail to deliver on the Settlement Date and that we will be liable to our client for, and agree to hold the Company and the Warrant Agent harmless against any liability resulting from, such deduction, and, if such costs exceeds such Cash Settlement Value, we will be obligated to pay (and hereby agree to pay) to the Company the amount of such excess, if any, (v) we will promptly pay to the Company any funds credited to our account in excess of the aggregate Cash Settlement Value of the Exercised Warrants that we fail to deliver to the Warrant Account by 11:30 A.M., New York City time, on the Settlement Date; (vi) if the Company exercises its right described in clause (ii) above, any amounts payable by us or to us will be paid directly by or to the Company and not through the Depository; (vii) if the Company does not exercise its rights described in clause (ii) above, then in addition to any amounts payable by us pursuant to clause (i) above, (a) we agree that at such time as transfer of the Warrants to which this Irrevocable Notice of Exercise relates is made, the Cash Settlement Value for such warrants will be determined in accordance with the Warrant Agreement as if such Warrants had been timely transferred as required in paragraph 3 above and (b) we will be obligated to pay (and hereby agree to pay promptly) to the Company any additional costs or expenses incurred by the Company caused by our failure to deliver any of the Exercised Warrants by 11:30 A.M., New York City time, on the Settlement Date; and (viii) we shall be held liable to our clients, and agree to hold the Company and the Warrant Agent harmless, for any and all claims and damages which may accrue to such clients with respect to such failure.

EXHIBIT B

Capitalized terms used herein and not defined have the meanings assigned thereto in the Warrant Agreement.

Dated:__________________, 200_
[NAME OF DEPOSITORY PARTICIPANT]

By: ______________________________
Authorized Signature
[Address]
Telephone: _______________________
Facsimile: _______________________
Participant
Number: _________________________

EXHIBIT B

CONFIRMATION OF EXERCISE

We hereby confirm receipt of your Irrevocable Notice of Exercise with respect to __________ Warrants (the "Exercised Warrants"), which Notice we have found to be duly completed and in proper form, and we have verified, in the manner provided in the Warrant Agreement, that you are a Depository Participant. The Exercise Date of the Exercised Warrants is _______________.

The reference number assigned to your Irrevocable Notice of Exercise is _______________. This number must be included by you in the comment field to the Miscellaneous Delivery Order to be processed through the Depository in connection with any transfer of the Exercised Warrants to the Warrant Account. The failure to so include such number may result in the rejection by us of any such transfer.

We hereby confirm that the total number of Warrants mentioned above (the "Exercised Warrants") have been exercised at a Spot Rate of ________ per U.S. $1.00 and that the aggregate Cash Settlement Value of U.S. $____________ (U.S. $___________ per Warrant) will be made available to The Depository Trust Company in the form of a treasurer's check or an official bank check for payment against transfer of Warrants, in New York Clearing House funds, two New York Business Days after the date hereof; provided if such second New York Business Day is a date on which banking institutions in [Foreign City] are authorized or required by law or executive order to close, the Settlement Date shall be the next succeeding New York Business Day on which banking institutions in [Foreign City] are not authorized by law or executive order to close.

Capitalized terms included herein but not defined have the meanings assigned thereto in the Warrant Agreement, dated as of ____________ between J.P. Morgan Chase & Co. and [Warrant Agent], as Warrant Agent.

Dated:____________

[WARRANT AGENT],
as Warrant Agent

By_______________________
Authorized Officer

EXHIBIT B

NOTICE OF REJECTION

You are hereby notified that (check as appropriate)

( ) the notice of exercise delivered by you was determined by us not to have been duly completed,

( ) the notice of exercise delivered by you was determined by us not to have been in proper form,

( ) we were not able to verify that you are a participant of The Depository Trust Company in the manner, and pursuant to the procedures,

as set forth in the Warrant Agreement, dated as of ____________, between J.P. Morgan Chase & Co. and [Warrant Agent], as Warrant Agent. Accordingly, we have rejected your Irrevocable Notice of Exercise as being unsatisfactory as to form.

Dated: ____________
[WARRANT AGENT],

as Warrant Agent

By_________________________________
Authorized Officer

-------------------------------------------------------------------------------------------------------------------
Note No.                              Agent's Name                                       J.P. MORGAN CHASE & CO.




-------------------------------------------------------------------------------------------------------------------
Principal Amount                      Commission                                        MEDIUM-TERM NOTE PROGRAM




-------------------------------------------------------------------------------------------------------------------
Maturity Date                         Settlement Date                                   The Chase Manhattan Bank
                                                                                    Paying and Authenticating Agent





-------------------------------------------------------------------------------------------------------------------
Trade Date                            Taxpayer I.D. No.                                   450 West 33rd Street
                                                                                        New York, New York 10001




-------------------------------------------------------------------------------------------------------------------
Name and Address of Registered Owner                                                      Bankers Trust Company
                                                                                                 Trustee

                                                                                           Four Albany Street
                                                                                        New York, New York 10006
-------------------------------------------------------------------------------------------------------------------

No.                                                      $

ORIGINAL ISSUE DATE:           INTEREST RATE:                 MATURITY DATE:

-------------------            -------------%                 ------------------


INTEREST PAYMENT DATES:    REPAYMENT PROVISIONS, IF ANY:


--------------------       ----------------------------------------

OTHER PROVISIONS:          REDEMPTION DATES AND PRICES, IF ANY:



------------------         ----------------------------------------


                  This Security is a Global Security within the meaning of the

Indenture hereinafter referred to and is registered in the name of Cede & Co., the nominee of The Depository Trust Company (the "Depositary"). This Global Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security

(other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. The Depositary will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Security unless such beneficial interest is in an amount equal to an authorized denomination for Securities of this series, and the Depositary, by its acceptance hereof, agrees to be so bound.

Unless this Security is presented by an authorized representative of the Depositary to J.P. Morgan Chase & Co. or its agent for registration of transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

J.P. Morgan Chase & Co., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to

CEDE & CO.

, or registered assigns, the principal sum of DOLLARS on the Maturity Date shown above, and to pay interest thereon from the Original Issue Date from the most recent Interest Payment Date to which interest has been paid or duly provided for, on each Interest Payment Date, commencing on the first Interest Payment Date succeeding the Original Issue Date of this Security, unless the Original Issue Date is on or after the Regular Record Date for such Interest Payment Date, in which event interest will be payable commencing on the next succeeding Interest Payment Date, at the rate shown above, until the principal hereof is paid or made available for payment. If the Maturity Date or any Interest Payment Date falls on a day that is not a Business Day, payment of principal, premium, if any, and interest with respect to this Security will be paid on the next succeeding Business Day with the same force and effect as if made on the Maturity Date or such Interest Payment Date, and no interest on such payment will accrue from and after the Maturity Date or such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to below, be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at

the close of business on the Regular Record Date for such interest, which shall be the fifteenth day (whether or not a Business Day), next preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date, or upon earlier redemption or repayment, if any, will be payable to the Person to whom principal shall be payable. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on such Regular Record Date, and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall have been given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Funds for the payment of the principal of (and premium, if any) and interest on this Security on any Interest Payment Date and at the Maturity Date will be made available to the Paying Agent. As soon as possible thereafter, the Paying Agent will pay such funds to the Depositary, and the Depositary will allocate and pay such funds to the owners of beneficial interests in this Security in accordance with its existing operating procedures.

This Security is one of a duly authorized series of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture dated as of December 1, 1989 (herein called the "Indenture"), between the Company and The Chase Manhattan Bank (National Association) and succeeded to by Bankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated as the Senior Medium-Term Notes, Series C of the Company. The Securities may mature at different times, bear interest at different rates, be denominated in different currencies and be redeemable at different times or not at all.

Except as provided herein, this Security is not redeemable prior to the Maturity Date. If this Security is redeemable, it may be redeemed at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, on the dates or on or after the date set forth above at the percentage or

percentages of the principal amount set forth above, plus accrued and unpaid interest to the date fixed for redemption.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.

Interest on the Securities of this series shall be computed on the basis of a 360-day year of twelve 30-day months.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of Securities of this series shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (if any) on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations set forth therein and herein, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest (if any) on this Security are payable, duly endorsed by, or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Security

Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

Unless otherwise indicated herein, the Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security shall be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All capitalized terms used but not defined in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

Unless the Certificate of Authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its duly authorized officers and has caused its corporate seal, or a facsimile thereof, to be affixed hereto.

                 By:  __________________________
                 Name:   Dina Dublon
                 Title:  Executive Vice President
                         and Chief Financial Officer


[SEAL]           Attest:  __________________________
                 Name:    Anthony J. Horan
                 Title:   Corporate Secretary

AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

Bankers Trust Company, as Trustee

By: The Chase Manhattan Bank
Authenticating Agent

By:___________________
Authorized Signer

ABBREVIATIONS

The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM--as tenants in common TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT--.............Custodian............

(Cust) (Minor)

under Uniform Gifts to Minors Act

.................................
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Other
Identifying Number of Assignee:

the within Security and all rights thereunder, hereby irrevocably constituting and appointing ______________________________ ______________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated: ___________________ _________________________

NOTICE: The signature(s) to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution (e.g., banks, securities brokers or dealers, credit unions, national securities exchanges and savings associations) which is a member of or participant in a signature guarantee program recognized by the Security Registrar pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Note No.                      Agent's Name                   J.P. MORGAN CHASE & CO.
--------                      ------------                   -----------------------
Principal Amount              Commission                     MEDIUM-TERM NOTE PROGRAM



Maturity Date                 Settlement Date                The Chase Manhattan Bank
                                                          Paying and Authenticating Agent


Trade Date                    Taxpayer I.D. No.                450 West 33rd Street
                                                             New York, New York 10001


Name and Address
 of Registered Owner                                          Bankers Trust Company
                                                                    Trustee

                                                                Four Albany Street
                                                             New York, New York 10006

ORIGINAL ISSUE DATE:         INITIAL INTEREST RATE:      MATURITY DATE:
____________________         ______________________      ________________
INTEREST RATE BASIS:         INDEX MATURITY:                SPREAD:     +____
___   CD Rate                 ___   Federal Funds                       -____
___   Commercial Paper        ___   30 days/1 month
      Rate                    ___   90 days/3 months        SPREAD
___   Federal Funds           ___   180 days/6 months       MULTIPLIER:
      Rate                    ___   1 year                  ____________________
___   LIBOR Reuters           ___   years
___   LIBOR Telerate
___   Prime Rate              INDEX CURRENCY:               DATE OF
___   Treasury Rate           ________________              COMMENCEMENT OF
___   CMT Rate                ________________              INTEREST RATE
                                                            BASIS (if other
CALCULATION AGENT:            DESIGNATED                    than Original
The Chase                     LIBOR OR CMT PAGE:            Issue Date):

Manhattan Bank                             ____________________          __________________


MAXIMUM INTEREST RATE,                        INTEREST PAYMENT PERIOD:
IF ANY: _____________                         ____________________________________________
________________________                          (monthly, quarterly or semi-annually)

MINIMUM INTEREST RATE,
IF ANY: _____________



INTEREST PAYMENT DATES:                       INTEREST RATE RESET PERIOD:
________________________                      ____________________________________________
________________________                       (daily, weekly, monthly, quarterly, semi-
________________________                               annually or annually)
________________________
________________________
________________________
________________________
________________________



INTEREST DETERMINATION                        INTEREST RESET DATES: ______________________
DATES: __________________________             ___________________________________________
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_________________________________             ___________________________________________

REPAYMENT PROVISIONS,                         INTEREST CALCULATION DATES:
IF ANY: __________________________            ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________


REDEMPTION DATES AND PRICES,                  RECORD DATES:
IF ANY: __________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________
_________________________________             ___________________________________________



                                              OTHER PROVISIONS:

                                              ___________________________________________
                                              ___________________________________________

This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., the nominee of The Depository Trust Company (the "Depositary"). This Global Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. The Depositary will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Security unless such beneficial interest is in an amount equal to an authorized denomination for Securities of this series, and the Depositary, by its acceptance hereof, agrees to be so bound.

Unless this Security is presented by an authorized representative of the Depositary to J.P. Morgan Chase & Co. or its agent for registration of transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

J.P. Morgan Chase & Co., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to

CEDE & CO.

or registered assigns, the principal sum of
DOLLARS

on the Maturity Date shown above, and to pay interest thereon at a rate per annum equal to the Initial Interest Rate shown above until the first Interest Reset Date shown above following the Original Issue Date shown above and thereafter at a rate determined in accordance with the provisions set forth below under the heading "Determination of CD Rate", "Determination of Commercial Paper Rate", "Determination of Federal Funds Rate", "Determination of LIBOR", "Determination of Prime Rate", "Determination of Treasury Rate" or "Determination of CMT Rate",

depending upon whether the Interest Rate Basis is the CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, Prime Rate, Treasury Rate or CMT Rate as indicated above, until the principal hereof is paid or duly made available for payment.

The Company will pay interest monthly, quarterly or semi-annually as shown above under "Interest Payment Period", commencing with the first Interest Payment Date shown above next succeeding the Original Issue Date, and on the Maturity Date; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date, interest payments will commence on the Interest Payment Date following the next succeeding Regular Record Date; and provided, further, however, that if an Interest Payment Date (other than the Maturity Date) would fall on a day that is not a Business Day (as defined below), such Interest Payment Date shall be the following day that is a Business Day, except that, in the case the Interest Rate Basis is LIBOR, as indicated by the box marked above, if the following Business Day falls in the next calendar month, such Interest Payment Date shall be the next preceding day that is a Business Day. As used herein, "Business Day" means any day other than
(i) a Saturday, Sunday or other day that, in New York City, banking institutions generally are authorized or required to close and (ii) in case the Interest Rate Basis is LIBOR, a day that is not a London Business Day. As used herein, "London Business Day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. In the event the Maturity Date falls on a day that is not a Business Day, payment of principal, premium, if any, and interest will be paid on the next succeeding Business Day, with the same force and effect as if made on the Maturity Date and no interest will accrue from and after the Maturity Date. Except as provided above and in the Indenture referred to below, interest payments will be made on the Interest Payment Dates shown above. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities of this series) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date, provided, however, that interest payable on the Maturity Date, or upon earlier redemption or repayment, if any, will be payable to the Person to whom principal shall be payable. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on such Regular Record Date, and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall have been given to Holders of Securities of this series not less than 10 days prior to such Special Record

Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Funds for the payment of the principal of (and premium, if any) and interest on this Security on any Interest Payment Date and at the Maturity Date will be made available to the Paying Agent. As soon as possible thereafter, the Paying Agent will pay such funds to the Depositary, and the Depositary will allocate and pay such funds to the owners of beneficial interests in this Security in accordance with its existing operating procedures.

This Security is one of a duly authorized series of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture dated as of December 1, 1989 (herein called the "Indenture"), between the Company and The Chase Manhattan Bank (National Association) and succeeded to by Bankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated as the Senior Medium-Term Notes, Series C of the Company. The Securities may mature at different times, bear interest at different rates, be denominated in different currencies and be redeemable at different times or not at all.

Except as provided herein, this Security is not redeemable prior to the Maturity Date. If this Security is redeemable, it may be redeemed at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, on the dates or on or after the date set forth above at the percentage or percentages of the principal amount set forth above plus accrued and unpaid interest to the date fixed for redemption.

Commencing with the first Interest Reset Date specified above following the Original Issue Date of this Security, the rate at which interest on this Security is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as shown above under "Interest Rate Reset Period"; provided, however, that (unless (i) the Interest Rate Reset Period specified above is daily or weekly or (ii) otherwise specified above) the interest rate in effect hereon for the 10 days immediately prior to the Maturity Date shall be that in effect on the 10th day preceding the Maturity Date. Each such adjusted rate shall be applicable on and after the Interest Reset Date to which it relates to but not including the next succeeding Interest Reset Date or until the

Maturity Date, as the case may be. Subject to applicable provisions of law and except as specified herein, commencing on each Interest Reset Date, the rate of interest on this Security shall be the rate determined in accordance with the provisions of the applicable heading below.

Determination of CD Rate. If the Interest Rate Basis is CD Rate, as indicated above, the rate of interest hereon shall equal:

(a) the rate on the Interest Determination Date specified above for negotiable certificates of deposit having the Index Maturity specified above (i) as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)"), under the heading "CDs (secondary market)", or (ii) if such rate is not so published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in the daily update of H.15(519), available through the website of the Board of Governors of the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site or publication ("H.15 Daily Update"), under the heading "CDs (secondary market)" or in another recognized electronic source used for the purpose of displaying such rate; or

(b) if neither of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, the rate calculated by the Calculation Agent to be the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the secondary market offered rates as of 10:00 A.M., New York City time, on such Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation Agent for negotiable U.S. dollar certificates of deposit of major United States money-center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity (as specified above) in a denomination of $5,000,000;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication of the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (b) above is applicable and fewer than three dealers selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect hereon until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of Commercial Paper Rate. If the Interest Rate basis is Commercial Paper Rate, as indicated above, the rate of interest hereon shall equal:

(a) the Money Market Yield (as defined herein) on the Interest Determination Date specified above for commercial paper having the Index Maturity shown above (i) as published in H.15(519) under the heading "Commercial paper - Nonfinancial" or (ii) if such yield is not so published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in H.15 Daily Update under the heading "Commercial paper - Nonfinancial" or in another recognized electronic source used for the purpose of displaying such rate; or

(b) if neither of such yields is published by 3:00 P.M., New York City time, on such Calculation Date, the rate calculated by the Calculation Agent to be the Money Market Yield of the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upward) of the offered rates, as of 11:00 A.M., New York City time, on such Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity placed for a nonfinancial issuer whose bond rating is "Aa", or the equivalent, from a nationally recognized statistical rating organization;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (b) above is applicable and fewer than three dealers selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect hereon until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

"Money Market Yield" shall be the yield (expressed as a percentage rounded to the nearest .00001% with .000005% rounded upward) calculated in accordance with the following formula:

where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate. If the Interest Rate Basis is the Federal Funds Rate, as indicated above, the rate of interest hereon shall equal

(a) the rate on the Interest Determination Date specified above for Federal Funds (i) as published in H.15(519) under the heading "Federal funds (effective)", as that rate is displayed on Bridge Telerate, Inc. (or any successor service) on page 120 (or any other page that replaces such page on such service for the purpose of displaying the Federal funds (effective) rate as reported in H.15(519)), or (ii) if such rate is not so published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in H.15(519) under the heading "Federal funds (effective)", or
(iii) if such rate is not so published by 3:00 P.M., New York City time, on such Calculation Date, then as published in H.15 Daily Update under the heading "Federal funds (effective)" or in another recognized electronic source used for the purpose of displaying such rate; or

(b) if none of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, the rate calculated by the Calculation Agent to be the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the rates for the last transaction in overnight Federal funds arranged by three leading brokers of Federal funds transactions in The City of New York selected by the Calculation Agent as of 9:00 A.M., New York City time, on such Interest Determination Date;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (b) above is applicable and fewer than three brokers selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect hereon until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of LIBOR.

(a) if the Interest Rate Basis is LIBOR Telerate, as indicated above, the rate of interest hereon shall equal the rate for deposits in the Index Currency having the Index Maturity shown above, commencing on the second London Business Day immediately following the applicable Interest Determination Date that appears on the Designated LIBOR Page

(as defined below) as of 11:00 A.M. London time, on such Interest Determination Date, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; or

(b) if the Interest Rate Basis is LIBOR Reuters, as indicated above, the rate of interest hereon shall equal the arithmetic mean (as calculated by the Calculation Agent and rounded to the nearest .00001% with .000005% rounded upwards) of offered rates for deposits in the Index Currency having the Index Maturity, each as shown above, commencing on the second London Business Day immediately following the Interest Determination Date specified above, which appear on the Designated LIBOR Page as of 11:00
A.M., London time, on such Interest Determination Date (unless the Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used), as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above;

provided, however, that if less than the required number of rates (as specified in subparagraph (a) or (b) above, as applicable) so appear, the Calculation Agent shall request the principal London office of each of four major banks in the London interbank market selected by the Calculation Agent to provide a quotation of the rate offered to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such Interest Determination Date on deposits in the Index Currency having the Index Maturity, each as specified above, commencing on the second London Business Day immediately following such Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time and the rate of interest hereon shall equal:

(i) if at least two quotations are provided, the arithmetic mean of such quotations (as calculated by the Calculation Agent and rounded to the nearest .00001% with .000005% rounded upwards); or

(ii) if less than two quotations are provided, the arithmetic mean (as calculated by the Calculation Agent and rounded to the nearest .00001% with .000005% rounded upwards) of the rates quoted at approximately 11:00
A.M., New York City time, on such Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in the Index Currency to leading European banks having the Index Maturity specified above commencing on the second London Business Day immediately following such Interest Determination Date and in a principal amount that is

representative for a single transaction in such Index Currency in such market at such time;

in either case, adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above, provided, however, that if subparagraph (ii) is applicable and fewer than three banks selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect hereon until the Interest Reset Date next succeeding the Interest Reset Date to which such Interest Determination Date relates shall be the rate in effect hereon on the Interest Determination Date next preceding such Interest Reset Date.

"Designated LIBOR Page" means (a) if the Interest Rate Basis specified above is LIBOR Telerate, the display on Bridge Telerate, Inc. for the purpose of displaying the London interbank rates of major banks for the Index Currency specified above and (b) if the Interest Rate Basis specified above is LIBOR Reuters, the display on the Reuters Money Rates Services for the purpose of displaying the London interbank rates of major banks for the Index Currency specified above.

Determination of Prime Rate. If the Interest Rate Basis is Prime Rate, as indicated above, the rate of interest hereon shall equal:

(a) the rate on the Interest Determination Date specified above as the prime rate or base lending rate (i) as published in H.15(519) under the heading "Bank prime loan" or (ii) if such rate is not published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in H.15 Daily Update under the heading "Bank prime loan" or in another recognized electronic source used for the purpose of displaying such rate; or

(b) if such rates are not published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, the rate calculated by the Calculation Agent to be the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the rates of interest publicly announced by each bank that appears on the Reuters Screen US Prime 1 Page (as defined below) as such bank's prime rate or base lending rate for such Interest Determination Date; or

(c) if fewer than four such rates appear on the Reuters Screen US Prime 1 Page on such Interest Determination Date, the rate calculated by the Calculation Agent to be the

arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (c) above is applicable and fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

"Reuters Screen US Prime 1 Page" means the display page designated as page "US Prime 1" on the Reuters Monitor Money Rates Service (or such other page as may replace the US Prime 1 page on that service) for the purpose of displaying prime rates or base lending rates of major United States banks.

Determination of Treasury Rate. If the Interest Rate Basis is Treasury Rate, as indicated above, the rate of interest hereon shall equal:

(a) the rate on the Interest Determination Date specified above for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity shown above:

(i) as displayed on Bridge Telerate, Inc. (or any successor service) on page 56 or 57 (or any other page that replaces the applicable page on that service for the purpose of displaying the rate for the most recent auction of Treasury bills) under the heading "INVESTMENT RATE"; or

(ii) if such rate is not displayed by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in H.15 Daily Update under the caption "U.S. Government Securities -- Treasury bills -- Auction high" or in another recognized electronic source used for the purpose of displaying such rate, expressed as a bond equivalent rounded to the nearest .00001%, with .000005% rounded upward, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis; or

(b) if neither of such rates is so displayed or published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to the Interest Determination Date specified above, the rate on such Interest Determination Date for the most recent auction of Treasury bills having the Index Maturity shown above, as otherwise announced by the United States Department of the Treasury, expressed as a bond equivalent rounded to the nearest .00001% with .000005% rounded upward on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis; or

(c) if such rate is not so announced by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held in a particular week, the rate on such Interest Determination Date for Treasury bills having the Index Maturity shown above published in H.15(519) under the heading "U.S. Government Securities -- Treasury bills -- Secondary market" (or if not so published in H.15(519), as published under such heading in H.15 Daily Update or in another recognized electronic source used for the purpose of displaying such rate), in each case, expressed as a bond equivalent rounded to the nearest .00001% with .000005% rounded upward on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis; or

(d) if such rate is not so published by 3:00 P.M., New York City time, on such Calculation Date, the rate calculated by the Calculation Agent to be the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the Index Maturity shown above, expressed as a bond equivalent rounded to the nearest .00001% with .000005% rounded upward on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (d) above is applicable and fewer than three dealers are quoting as mentioned in such subparagraph, the interest rate in effect until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of CMT Rate. If the Interest Rate Basis is CMT Rate, as indicated above, the rate of interest hereon shall equal:

(a) the rate on the Interest Determination Date specified above displayed on the Designated CMT Telerate Page (as defined below) under the caption ". . . Treasury Constant Maturities. . . Federal Reserve Board Release H.15. . . Mondays Approximately 3:45 P.M.," under the column for the Index Maturity shown above for (i) if the Designated CMT Telerate Page is 7051, the rate on such Interest Determination Date, and
(ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the related Interest Determination Date occurs; or

(b) if such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, such treasury constant maturity rate for the Index Maturity specified above, as published in H.15(519); or

(c) if such rate is no longer published, or if not published by 3:00 P.M., New York City time, on the related Calculation Date, such treasury constant maturity rate for the Index Maturity (or other United States Treasury rate for the Index Maturity) specified above as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in H.15(519); or

(d) if such information is not provided by 3:00 P.M., New York City time, on the related Calculation Date, the rate calculated by the Calculation Agent to be a yield to maturity, based on the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date, reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approximately the Index Maturity and a remaining term to maturity of not less than such Index Maturity minus one year, provided, however, if the Calculation Agent cannot obtain three such Treasury Note quotations, the rate of interest hereon will be the rate calculated by the Calculation Agent to be a yield to maturity based on the arithmetic mean (rounded to the nearest

.00001% with .000005% rounded upwards) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity and a remaining term to maturity closest to the Index Maturity and in an amount of at least U.S. $100 million, provided, however, if three or four (and not five) of such Reference Dealers are quoting as described above, then the rate of interest hereon will be based on the arithmetic mean (as calculated by the Calculation Agent and rounded to the nearest .00001% with .000005% rounded upwards) of the offered rates obtained and neither the highest nor the lowest of such quotes will be eliminated;

in each case, as such rate is adjusted by the addition or the subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (d) above is applicable and fewer than three Reference Dealers selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date. If two Treasury Notes with an original maturity as described in subparagraph (d) above have remaining terms to maturity equally close to the Index Maturity, the quotes for the CMT Rate Note with the shorter remaining term to maturity will be used.

"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc. (or any successor service) on the page specified above (or any other page as may replace such page on such service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)) or, if no such page is specified above, page 7052.

Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above. In addition, the interest rate hereon shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. At the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in

effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date.

Unless otherwise indicated above, each interest payment on this Security will include interest accrued from and including the Original Issue Date or the last date to which interest has been paid and to but excluding the applicable Interest Payment Date or the Maturity Date. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon has been paid, as the case may be, shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the Original Issue Date or from the last date to which interest shall have been paid, as the case may be, to the date for which accrued interest is being calculated. Unless otherwise indicated above, the interest factor (expressed as a decimal rounded to the nearest ten-millionth, with five hundred-millionths rounded upwards) for each such day shall be computed by dividing the interest rate (expressed as a decimal rounded to the nearest ten-millionth, with five hundred-millionths rounded upwards) applicable to such day by 360 if the Interest Rate Basis is the CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime Rate, as indicated above, or by the actual number of days in the year if the Interest Rate Basis is the Treasury Rate or CMT Rate, as indicated above. Notwithstanding the foregoing, interest hereon prior to the date of commencement of Interest Rate Basis (if other than the Original Issue Date) indicated above shall be calculated on the basis of a year of 360 days consisting of twelve 30-day months.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with

certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of Securities of this series shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (if any) on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations set forth therein and herein, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest (if any) on this Security are payable, duly endorsed by, or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

Unless otherwise indicated herein, the Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security shall be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All capitalized terms used but not defined in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

Unless the Certificate of Authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its duly authorized officers and has caused its corporate seal, or a facsimile thereof, to be affixed hereto.

J.P. MORGAN CHASE & CO.

By: __________________________
Name: Dina Dublon
Title: Executive Vice President
and Chief Financial
Officer

[SEAL] Attest: _______________________ Name: Anthony J. Horan Title: Corporate Secretary

AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

Bankers Trust Company, as Trustee

By: The Chase Manhattan Bank
Authenticating Agent

By:___________________
Authorized Signer

ABBREVIATIONS

The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM--as tenants in common TEN ENT--as tenants by the entireties JT TEN--as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT--.............Custodian...........................

(Cust) (Minor)

under Uniform Gifts to Minors Act

.................................
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Other
Identifying Number of Assignee:

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE:

the within Security and all rights thereunder, hereby irrevocably constituting and appointing ______________________________ ______________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

NOTICE: The signature(s) to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: ____________________________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution (e.g., banks, securities brokers or dealers, credit unions, national securities exchanges and savings associations) which is a member of or participant in a signature guarantee program recognized by the Security Registrar pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

-------------------------------------------------------------------------------------------------------------------
Note No.                              Agent's Name                                       J.P. MORGAN CHASE & CO.




-------------------------------------------------------------------------------------------------------------------
Principal Amount                      Commission                                        MEDIUM-TERM NOTE PROGRAM




-------------------------------------------------------------------------------------------------------------------
Maturity Date                         Settlement Date                                   The Chase Manhattan Bank
                                                                                    Paying and Authenticating Agent





-------------------------------------------------------------------------------------------------------------------
Trade Date                            Taxpayer I.D. No.                                   450 West 33rd Street
                                                                                        New York, New York 10001




-------------------------------------------------------------------------------------------------------------------
Name and Address of Registered Owner                                                     U.S. Bank Trust National
                                                                                           Association Trustee

                                                                                             100 Wall Street
                                                                                        New York, New York 10005
-------------------------------------------------------------------------------------------------------------------

No.                                                      $

ORIGINAL ISSUE DATE:           INTEREST RATE:                 MATURITY DATE:

-------------------            -------------%                 ------------------


INTEREST PAYMENT DATES:    REPAYMENT PROVISIONS, IF ANY:


--------------------       ----------------------------------------

OTHER PROVISIONS:          REDEMPTION DATES AND PRICES, IF ANY:



------------------         ----------------------------------------

                           RECORD DATES:


                           ----------------------------------------

This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., the nominee of The Depository Trust Company (the "Depositary"). This Global Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. The Depositary will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Security unless such beneficial interest is in an amount equal to an authorized denomination for Securities of this series, and the Depositary, by its acceptance hereof, agrees to be so bound.

Unless this Security is presented by an authorized representative of the Depositary to J.P. Morgan Chase & Co. or its agent for registration of transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

J.P. Morgan Chase & Co., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to

CEDE & CO.

, or registered assigns, the principal sum of

DOLLARS

on the Maturity Date shown above, and to pay interest thereon from the Original Issue Date from the most recent Interest Payment Date to which interest has been paid or duly provided for, on each Interest Payment Date, commencing on the first Interest Payment Date succeeding the Original Issue Date of this Security, unless the Original Issue Date is on or after the Record Date for such Interest Payment Date, in which event interest will be payable commencing on the next succeeding Interest Payment Date, at the rate shown above, until the principal hereof is paid or made available for payment. If the Maturity Date or any Interest Payment Date falls on a day that is not a Business Day, payment of principal, premium, if any, and interest with respect to this Security will be paid on the next succeeding Business Day with the

same force and effect as if made on the Maturity Date or such Interest Payment Date, and no interest on such payment will accrue from and after the Maturity Date or such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to below, be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the applicable Record Date, provided, however, that interest payable on the Maturity Date, or upon earlier redemption or repayment, if any, will be payable to the Person to whom principal shall be payable.

Funds for the payment of the principal of (and premium, if any) and interest on this Security on any Interest Payment Date and at the Maturity Date will be made available to the Paying Agent. As soon as possible thereafter, the Paying Agent will pay such funds to the Depositary, and the Depositary will allocate and pay such funds to the owners of beneficial interests in this Security in accordance with its existing operating procedures.

This Security is one of a duly authorized issue of subordinated debt securities of the Company (herein called the "Securities"), of the series hereinafter specified, all issued or to be issued in one or more series under an Indenture dated as of April 1, 1987, as amended and restated as of December 15, 1992, and as supplemented by the Second Supplemental Indenture dated as of October 8, 1996 (herein called the "Indenture"), between the Company and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), as successor Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and Additional Senior Obligations and the holders of the Securities. Terms defined in the Indenture are used herein as so defined. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be denominated in different currencies, may be subject to different sinking funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Security is one of the series designated as the Subordinated Medium-Term Notes, Series A of the Company.

Except as provided herein, this Security is not redeemable prior to the Maturity Date. If this Security is redeemable, it may be redeemed at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, on the dates or on or after the date set forth above, at the percentage or

percentages of the principal amount set forth above, plus accrued and unpaid interest to the date fixed for redemption.

The Indebtedness evidenced by the Securities of this series is, to the extent and in the manner set forth in the Indenture subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Company and, under certain circumstances set forth in the Indenture, all Additional Senior Obligations of the Company, and each holder of a Security of this series, by accepting the same, agrees to and shall be bound by the provisions of the Indenture with respect thereto.

Interest on the Securities of this series shall be computed on the basis of a 360-day year of twelve 30-day months.

The following events shall be "Events of Default" with respect to the Securities of this series: (i) a court having jurisdiction in the premises shall have entered a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or reorganization law now or hereafter in effect of the United States of America or any political subdivision thereof, and such decree or order shall have continued unstayed and in effect for a period of sixty consecutive days; or (ii) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or reorganization law now or hereafter in effect of the United States of America or a political subdivision thereof, or consent to the entry of an order for relief in an involuntary case under any such law.

In case an Event of Default with respect to the Securities of this series shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. There will be no right of acceleration in the case of a default in the payment of interest or a default in the performance of any covenant or agreement in this Security or the Indenture.

The Indenture provides that in the event of a default in the payment of interest or principal (including the delivery of any Capital Securities in exchange for Securities) or the performance of any covenant or agreement in the Securities or the Indenture (each of which is defined in the Indenture to be a "Default"), the Trustee may, subject to certain limitations and conditions, seek to enforce payment of such interest or principal (including the delivery of any Capital Securities in exchange for Securities of this series) or the performance of such covenant or agreement.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of a majority in aggregate principal amount of the Securities at the time outstanding of each series to be affected, evidenced as in the

Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall, without the consent of the holder of each Security affected thereby, (i) change the stated maturity date of the principal of, or any installment of principal of or interest on any Security, (ii) reduce the principal amount of, or the interest (or premium, if any) on, any Security,
(iii) reduce the portion of the principal amount of an original issue discount Security payable upon acceleration of the maturity thereof, (iv) reduce any amount payable upon redemption of any Security, (v) change the place or places where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, (vi) change the definition of "Market Value" set forth in the Indenture, (vii) impair the right of any holder of Securities of any series to receive on any Exchange Date for Securities of such series Capital Securities with a Market Value equal to that required by the terms of the Securities, (viii) impair the right of any holders of Securities of a series entitled to the conversion rights described in the Indenture to receive shares of Common Stock, securities or other property upon the exercise of such conversion rights, (ix) impair the right of a holder to institute suit for the enforcement of any payment on or with respect to any Security (including any right of redemption at the option of the holder of such Security), or for the delivery of Capital Securities in exchange for Securities pursuant to the terms of the Indenture, or to require the Company to sell Capital Securities in a Secondary Offering pursuant to the terms of the Indenture or to deliver Common Stock, securities or other property upon conversion of Securities pursuant to the terms of the Indenture, (x) reduce the aforesaid percentage of Securities of any series the holders of which are required to consent to any such supplemental indenture or reduce the percentage of securities of any series the holders of which are required to waive any past Default or Event of Default, as described in the next following sentence, or (xi) modify the foregoing provisions of clauses (i) through (x). It is also provided in the Indenture that, prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities of that series at the time outstanding may on behalf of the holders of all Securities of that series waive any past Default or Event of Default under the Indenture and its consequences except a Default in the payment of the principal of (or premium, if any) or interest, if any, on the Securities of that series (or in the delivery of Capital Securities in exchange for any Securities of that series when required). Any such consent or waiver by the holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and any Security which may be issued in exchange or substitution herefor, irrespective of whether or not any notation

in regard thereto is made upon this Security or such other Security.

Subject to the rights of holders of Senior Indebtedness and Additional Senior Obligations of the Company set forth in this Security and the Indenture referred to above, no reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the places, at the respective times, at the rates, and in the coin or currency herein prescribed.

Unless otherwise indicated herein, the Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000. In the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, Securities of this series may be exchanged for an equal aggregate principal amount of Securities of this series of other authorized denominations at the office or agency of the Company for such exchange in the Borough of Manhattan, The City of New York.

Subject to the limitations set forth in the Indenture and herein, upon due presentment for registration of transfer of this Security at the office or agency of the Company for such registration in the Borough of Manhattan, The City of New York, a new Security or Securities of this series of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange herefor without charge except for any tax or other governmental charge imposed in connection therewith.

Prior to due presentment for registration of transfer of this Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the registered holder hereof as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or any writing hereon) for the purpose of receiving payment of or on account of the principal hereof (and premium, if any, hereon), and subject to the provisions herein, interest hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge the Company's liability for moneys payable on this Security.

No recourse for the payment of the principal of (or premium, if any) or interest on this Security or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in this Security, or

because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by each holder of this Security.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

This Security shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee under the Indenture referred to above or an Authenticating Agent, by manual signature.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its duly authorized officers and has caused its corporate seal, or a facsimile thereof, to be affixed hereto.

                 By:  __________________________
                 Name:   Dina Dublon
                 Title:  Executive Vice President
                         and Chief Financial Officer


[SEAL]           Attest:  __________________________
                 Name:    Anthony J. Horan
                 Title:   Corporate Secretary

CERTIFICATE OF AUTHENTICATION:
This is one of the Securities issued under the Indenture described herein.

U.S. Bank Trust National Association, as Trustee

By: The Chase Manhattan Bank
as Authenticating Agent

By:________________________
Authorized Signer

ABBREVIATIONS

The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM--as tenants in common TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT--.............Custodian............

(Cust) (Minor)

under Uniform Gifts to Minors Act

.................................
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Other
Identifying Number of Assignee:

the within Security and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated: ____________________ _________________________

NOTICE: The signature(s) to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution (e.g., banks, securities brokers or dealers, credit unions, national securities exchanges and savings associations) which is a member of or participant in a signature guarantee program recognized by the Security Registrar pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Exhibit 4.31

Note No. Agent's Name J.P. MORGAN CHASE & CO.

Name and Address of Registered Owner              U.S. Bank Trust National
                                                    Association, Trustee

                                                       100 Wall Street
                                                  New York, New York 10005

REGISTERED REGISTERED

J.P. MORGAN CHASE & CO.
FLOATING RATE SUBORDINATED MEDIUM-TERM NOTE, SERIES A

THIS SECURITY IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENT AGENCY.

No. $

INTEREST RATE BASIS:            INDEX MATURITY:              SPREAD:    +____
___  CD Rate                    ___  Federal Funds                      -____
___  Commercial Paper           ___  30 days/1 month
     Rate                       ___  90 days/3 months        SPREAD
___  Federal Funds              ___  180 days/6 months       MULTIPLIER:
     Rate                       ___  1 year                  ______________
___  LIBOR Reuters              ___  years
___  LIBOR Telerate
___  Prime Rate                 INDEX CURRENCY:              DATE OF
___  Treasury Rate              ________________             COMMENCEMENT OF
___  CMT Rate                   ________________             INTEREST RATE
                                                             BASIS (if other
CALCULATION AGENT:              DESIGNATED                   than Original
The Chase                       LIBOR OR CMT PAGE:           Issue Date):

Manhattan Bank                  __________________           _____________
                                                             _____________

MAXIMUM INTEREST RATE,                      INTEREST PAYMENT PERIOD:
IF ANY: _____________                       _______________________
_____________________                       (monthly, quarterly or
                                             semi-annually)

MINIMUM INTEREST RATE,
IF ANY: _____________

INTEREST PAYMENT DATES:                     INTEREST RATE RESET PERIOD:
____________________________________        ________________________
____________________________________        (daily, weekly, monthly,
____________________________________         quarterly, semi-annually or
____________________________________         annually)
____________________________________
____________________________________
____________________________________

INTEREST DETERMINATION                      INTEREST RESET DATES:_______________
DATES:______________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________

REPAYMENT PROVISIONS,                       INTEREST CALCULATION DATES:
IF ANY:_____________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________

REDEMPTION DATES AND PRICES,                RECORD DATES:
IF ANY:_____________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________
____________________________________        ____________________________________

                                            OTHER PROVISIONS:
                                            ____________________________________
                                            ____________________________________
                                            ____________________________________

This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., the nominee of The Depository Trust Company (the "Depositary"). This Global Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. The Depositary will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Security unless such beneficial interest is in an amount equal to an authorized denomination for Securities of this series, and the Depositary, by its acceptance hereof, agrees to be so bound.

Unless this Security is presented by an authorized representative of the Depositary to J.P. Morgan Chase & Co. or its agent for registration of transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

J.P. Morgan Chase & Co., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to

CEDE & CO.

, or registered assigns, the principal sum of

DOLLARS on the Maturity Date shown above, and to pay interest thereon at a rate per annum equal to the Initial Interest Rate shown above until the first Interest Reset Date shown above following the Original Issue Date shown above and thereafter at a rate determined in accordance with the provisions below under the heading "Determination of CD Rate", "Determination of Commercial

Paper Rate", "Determination of Federal Funds Rate", "Determination of LIBOR", "Determination of Prime Rate", "Determination of Treasury Rate" or "Determination of CMT Rate", depending upon whether the Interest Rate Basis is CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, Prime Rate, Treasury Rate or CMT Rate as indicated above, until the principal hereof is paid or duly made available for payment.

The Company will pay interest monthly, quarterly or semi-annually as shown above under "Interest Payment Period", commencing with the first Interest Payment Date shown above next succeeding the Original Issue Date, and on the Maturity Date; provided, however, that if the Original Issue Date is between a Record Date and an Interest Payment Date, interest payments will commence on the Interest Payment Date following the next succeeding Record Date; and provided, further, however, that if an Interest Payment Date (other than the Maturity Date) would fall on a day that is not a Business Day (as defined below), such Interest Payment Date shall be the following day that is a Business Day, except that, in case the Interest Rate Basis is LIBOR, as indicated by the box marked above, if the following Business Day falls in the next calendar month, such Interest Payment Date shall be the next preceding day that is a Business Day. As used herein, "Business Day" means any day other than (i) a Saturday, Sunday or other day that, in New York City, banking institutions generally are authorized or required to close and (ii) in case the Interest Rate Basis is LIBOR, a day that is not a London Business Day. As used herein, "London Business Day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. In the event the Maturity Date falls on a day that is not a Business Day, payment of principal, premium, if any, and interest will be paid on the next succeeding Business Day, with the same force and effect as if made on the Maturity Date and no interest will accrue from and after the Maturity Date. Except as provided above and in the Indenture referred to below, interest payments will be made on the Interest Payment Dates shown above. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the applicable Record Date; provided, however, that interest payable on the Maturity Date, or upon earlier redemption or repayment, if any, will be payable to the Person to whom principal shall be payable.

Funds for the payment of the principal of (and premium, if any) and interest on this Security on any Interest Payment Date and at the Maturity Date will be made available to the Paying Agent. As soon as possible thereafter, the Paying Agent will pay such funds to the Depositary, and the Depositary will allocate and pay such funds to the owners of beneficial interests in this Security in accordance with its existing operating procedures.

This Security is one of a duly authorized issue of subordinated debt securities of the Company (herein called the "Securities"), of the series hereinafter specified, all issued or to be issued in one or more series under an Indenture dated as of April 1, 1987, as amended and restated as of December 15, 1992, and as supplemented by the Second Supplemental Indenture dated as of October 8, 1996(herein called the "Indenture"), between the Company and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), as successor Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and Additional Senior Obligations and the holders of the Securities. Terms defined in the Indenture are used herein as so defined. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be denominated in different currencies, may be subject to different sinking funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Security is one of the series designated as the Subordinated Medium-Term Notes, Series A of the Company.

The Indebtedness evidenced by the Securities of this series is, to the extent and in the manner set forth in the Indenture, subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Company and, under certain circumstances set forth in the Indenture, all Additional Senior Obligations of the Company, and each holder of a Security of this series, by accepting the same, agrees to and shall be bound by the provisions of the Indenture with respect thereto.

The following events shall be "Events of Default" with respect to the Securities of this series: (i) a court having jurisdiction in the premises shall have entered a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or reorganization law now or hereafter in effect of the United States of America or any political subdivision thereof, and such decree or order shall have continued unstayed and in effect for a period of sixty consecutive days; or (ii) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or reorganization law now or hereafter in effect of the United States of America or a political subdivision thereof, or consent to the entry of an order for relief in an involuntary case under any such law.

In case an Event of Default with respect to the Securities of this series shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. There will be no right of acceleration in the case of a default in the payment of interest or a default in the performance of any covenant or agreement in this Security or the Indenture.

The Indenture provides that in the event of a default in the payment of interest or principal (including the delivery of any Capital Securities in exchange for Securities) or the performance of any covenant or agreement in the Securities or the Indenture (each of which is defined in the Indenture to be a "Default"), the Trustee may, subject to certain limitations and conditions, seek to enforce payment of such interest or principal (including the delivery of any Capital Securities in exchange for Securities of this series) or the performance of such covenant or agreement.

Except as provided herein, this Security is not redeemable prior to the Maturity Date. If this Security is redeemable, it may be redeemed at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, on the dates or on or after the date set forth above, at the percentage or percentages of the principal amount set forth above, plus accrued and unpaid interest to the date fixed for redemption.

Commencing with the first Interest Reset Date specified above following the Original Issue Date of this Security, the rate at which interest on this Security is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as shown above under "Interest Rate Reset Period"; provided, however, that (unless (i) the Interest Rate Reset Period specified above is daily or weekly or (ii) otherwise specified above) the interest rate in effect hereon for the 10 days immediately prior to the Maturity Date shall be that in effect on the 10th day preceding the Maturity Date. Each such adjusted rate shall be applicable on and after the Interest Reset Date to which it relates to but not including the next succeeding Interest Reset Date or until the Maturity Date, as the case may be. Subject to applicable provisions of law and except as specified herein, commencing on each Interest Reset Date, the rate of interest on this Security shall be the rate determined in accordance with the provisions of the applicable heading below.

Determination of CD Rate. If the Interest Rate Basis is CD Rate, as indicated above, the rate of interest hereon shall equal:

(a) the rate on the Interest Determination Date specified above for negotiable certificates of deposit having the Index Maturity specified above (i) as published by the Board of Governors of the Federal Reserve System in

"Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)"), under the heading "CDs (secondary market)", or
(ii) if such rate is not so published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in the daily update of H.15(519), available through the website of the Board of Governors of the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15 /update, or any successor site or publication ("H.15 Daily Update"), under the heading "CDs (secondary market)" or in another recognized electronic source used for the purpose of displaying such rate; or

(b) if neither of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, the rate calculated by the Calculation Agent to be the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the secondary market offered rates as of 10:00 A.M., New York City time, on such Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation Agent for negotiable U.S. dollar certificates of deposit of major United States money-center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity (as specified above) in a denomination of $5,000,000;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication of the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (b) above is applicable and fewer than three dealers selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect hereon until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of Commercial Paper Rate. If the Interest Rate basis is Commercial Paper Rate, as indicated above, the rate of interest hereon shall equal:

(a) the Money Market Yield (as defined herein) on the Interest Determination Date specified above for commercial paper having the Index Maturity shown above (i) as published in H.15(519) under the heading "Commercial paper - Nonfinancial" or (ii) if such yield is not so published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in H.15 Daily Update under the

heading "Commercial paper - Nonfinancial" or in another recognized electronic source used for the purpose of displaying such rate; or

(b) if neither of such yields is published by 3:00 P.M., New York City time, on such Calculation Date, the rate calculated by the Calculation Agent to be the Money Market Yield of the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upward) of the offered rates, as of 11:00 A.M., New York City time, on such Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity placed for a nonfinancial issuer whose bond rating is "Aa", or the equivalent, from a nationally recognized statistical rating organization;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (b) above is applicable and fewer than three dealers selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect hereon until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

"Money Market Yield" shall be the yield (expressed as a percentage rounded to the nearest .00001% with .000005% rounded upward) calculated in accordance with the following formula:

D x 360 Money Market Yield = --------------------- x 100
360 - (D x M)

where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate. If the Interest Rate Basis is the Federal Funds Rate, as indicated above, the rate of interest hereon shall equal

(a) the rate on the Interest Determination Date specified above for Federal Funds (i) as published in H.15(519) under the heading "Federal funds (effective)", as that rate is displayed on Bridge Telerate, Inc. (or any successor service) on page 120 (or any other page that replaces such page on such service for the purpose of displaying the Federal funds (effective) rate as reported in

H.15(519)), or (ii) if such rate is not so published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in H.15(519) under the heading "Federal funds (effective)", or (iii) if such rate is not so published by 3:00 P.M., New York City time, on such Calculation Date, then as published in H.15 Daily Update under the heading "Federal funds (effective)" or in another recognized electronic source used for the purpose of displaying such rate; or

(b) if none of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, the rate calculated by the Calculation Agent to be the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the rates for the last transaction in overnight Federal funds arranged by three leading brokers of Federal funds transactions in The City of New York selected by the Calculation Agent as of 9:00 A.M., New York City time, on such Interest Determination Date;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (b) above is applicable and fewer than three brokers selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect hereon until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of LIBOR.

(a) if the Interest Rate Basis is LIBOR Telerate, as indicated above, the rate of interest hereon shall equal the rate for deposits in the Index Currency having the Index Maturity shown above, commencing on the second London Business Day immediately following the applicable Interest Determination Date that appears on the Designated LIBOR Page (as defined below) as of 11:00 A.M. London time, on such Interest Determination Date, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; or

(b) if the Interest Rate Basis is LIBOR Reuters, as indicated above, the rate of interest hereon shall equal the arithmetic mean (as calculated by the Calculation Agent and rounded to the nearest .00001% with .000005% rounded upwards) of offered rates for deposits in the Index Currency having the Index Maturity, each as shown above, commencing on the

second London Business Day immediately following the Interest Determination Date specified above, which appear on the Designated LIBOR Page as of 11:00 A.M., London time, on such Interest Determination Date (unless the Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used), as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above;

provided, however, that if less than the required number of rates (as specified in subparagraph (a) or (b) above, as applicable) so appear, the Calculation Agent shall request the principal London office of each of four major banks in the London interbank market selected by the Calculation Agent to provide a quotation of the rate offered to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such Interest Determination Date on deposits in the Index Currency having the Index Maturity, each as specified above, commencing on the second London Business Day immediately following such Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time and the rate of interest hereon shall equal:

(i) if at least two quotations are provided, the arithmetic mean of such quotations (as calculated by the Calculation Agent and rounded to the nearest .00001% with .000005% rounded upwards); or

(ii) if less than two quotations are provided, the arithmetic mean (as calculated by the Calculation Agent and rounded to the nearest .00001% with .000005% rounded upwards) of the rates quoted at approximately 11:00 A.M., New York City time, on such Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in the Index Currency to leading European banks having the Index Maturity specified above commencing on the second London Business Day immediately following such Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time;

in either case, adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above, provided, however, that if subparagraph (ii) is applicable and fewer than three banks selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect hereon until the Interest Reset Date next succeeding the Interest Reset Date to which such Interest Determination Date relates shall be the rate in effect hereon

on the Interest Determination Date next preceding such Interest Reset Date.

"Designated LIBOR Page" means (a) if the Interest Rate Basis specified above is LIBOR Telerate, the display on Bridge Telerate, Inc. for the purpose of displaying the London interbank rate s of major banks for the Index Currency specified above and (b) if the Interest Rate Basis specified above is LIBOR Reuters, the display on the Reuters Money Rates Services for the purpose of displaying the London interbank rates of major banks for the Index Currency specified above.

Determination of Prime Rate. If the Interest Rate Basis is Prime Rate, as indicated above, the rate of interest hereon shall equal:

(a) the rate on the Interest Determination Date specified above as the prime rate or base lending rate (i) as published in H.15(519) under the heading "Bank prime loan" or (ii) if such rate is not published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in H.15 Daily Update under the heading "Bank prime loan" or in another recognized electronic source used for the purpose of displaying such rate; or

(b) if such rates are not published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, the rate calculated by the Calculation Agent to be the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the rates of interest publicly announced by each bank that appears on the Reuters Screen US Prime 1 Page (as defined below) as such bank's prime rate or base lending rate for such Interest Determination Date; or

(c) if fewer than four such rates appear on the Reuters Screen US Prime 1 Page on such Interest Determination Date, the rate calculated by the Calculation Agent to be the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (c) above is applicable and fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in such subparagraph,

the interest rate in effect until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

"Reuters Screen US Prime 1 Page" means the display page designated as page "US Prime 1" on the Reuters Monitor Money Rates Service (or such other page as may replace the US Prime 1 page on that service) for the purpose of displaying prime rates or base lending rates of major United States banks.

Determination of Treasury Rate. If the Interest Rate Basis is Treasury Rate, as indicated above, the rate of interest hereon shall equal:

(a) the rate on the Interest Determination Date specified above for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity shown above:

(i) as displayed on Bridge Telerate, Inc. (or any successor service) on page 56 or 57 (or any other page that replaces the applicable page on that service for the purpose of displaying the rate for the most recent auction of Treasury bills) under the heading "INVESTMENT RATE"; or

(ii) if such rate is not displayed by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to such Interest Determination Date, then as published in H.15 Daily Update under the caption "U.S. Government Securities -- Treasury bills -- Auction high" or in another recognized electronic source used for the purpose of displaying such rate, expressed as a bond equivalent rounded to the nearest .00001%, with .000005% rounded upward, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis; or

(b) if neither of such rates is so displayed or published by 3:00 P.M., New York City time, on the Calculation Date (as specified above) pertaining to the Interest Determination Date specified above, the rate on such Interest Determination Date for the most recent auction of Treasury bills having the Index Maturity shown above, as otherwise announced by the United States Department of the Treasury, expressed as a bond equivalent rounded to the nearest .00001% with .000005% rounded upward on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis; or

(c) if such rate is not so announced by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held in a particular week, the rate on such Interest Determination Date for Treasury bills having the Index Maturity shown above published in H.15(519) under the heading "U.S. Government Securities -- Treasury bills -- Secondary market" (or if not so published in H.15(519), as published under such heading in H.15 Daily Update or in another recognized electronic source used for the purpose of displaying such rate), in each case, expressed as a bond equivalent rounded to the nearest .00001% with .000005% rounded upward on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis; or

(d) if such rate is not so published by 3:00 P.M., New York City time, on such Calculation Date, the rate calculated by the Calculation Agent to be the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the Index Maturity shown above, expressed as a bond equivalent rounded to the nearest .00001% with .000005% rounded upward on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis;

in each case, as such rate is adjusted by the addition or subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (d) above is applicable and fewer than three dealers are quoting as mentioned in such subparagraph, the interest rate in effect until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date.

Determination of CMT Rate. If the Interest Rate Basis is CMT Rate, as indicated above, the rate of interest hereon shall equal:

(a) the rate on the Interest Determination Date specified above displayed on the Designated CMT Telerate Page (as defined below) under the caption ". . . Treasury Constant Maturities. . . Federal Reserve Board Release H.15. . . Mondays Approximately 3:45 P.M.," under the column for the Index Maturity shown above for (i) if the Designated CMT Telerate Page is 7051, the rate on such Interest Determination Date, and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the related Interest Determination Date occurs; or

(b) if such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, such treasury constant maturity rate for the Index Maturity specified above, as published in H.15(519); or

(c) if such rate is no longer published, or if not published by 3:00 P.M., New York City time, on the related Calculation Date, such treasury constant maturity rate for the Index Maturity (or other United States Treasury rate for the Index Maturity) specified above as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in H.15(519); or

(d) if such information is not provided by 3:00 P.M., New York City time, on the related Calculation Date, the rate calculated by the Calculation Agent to be a yield to maturity, based on the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date, reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approximately the Index Maturity and a remaining term to maturity of not less than such Index Maturity minus one year, provided, however, if the Calculation Agent cannot obtain three such Treasury Note quotations, the rate of interest hereon will be the rate calculated by the Calculation Agent to be a yield to maturity based on the arithmetic mean (rounded to the nearest .00001% with .000005% rounded upwards) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity and a remaining term to maturity closest to the Index Maturity and in an amount of at least U.S. $100 million, provided, however, if

three or four (and not five) of such Reference Dealers are quoting as described above, then the rate of interest hereon will be based on the arithmetic mean (as calculated by the Calculation Agent and rounded to the nearest .00001% with .000005% rounded upwards) of the offered rates obtained and neither the highest nor the lowest of such quotes will be eliminated;

in each case, as such rate is adjusted by the addition or the subtraction of the Spread, if any, specified above, or by multiplication by the Spread Multiplier, if any, specified above; provided, however, that if subparagraph (d) above is applicable and fewer than three Reference Dealers selected by the Calculation Agent are quoting as mentioned in such subparagraph, the interest rate in effect until the Interest Reset Date next succeeding such Interest Reset Date shall be the rate hereon in effect on the Interest Determination Date next preceding such Interest Reset Date. If two Treasury Notes with an original maturity as described in subparagraph (d) above have remaining terms to maturity equally close to the Index Maturity, the quotes for the CMT Rate Note with the shorter remaining term to maturity will be used.

"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc. (or any successor service) on the page specified above (or any other page as may replace such page on such service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)) or, if no such page is specified above, page 7052.

Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above. In addition, the interest rate hereon shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. At the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date.

Unless otherwise indicated above, each interest payment on this Security will include interest accrued from and including the Original Issue Date or the last date to which interest has been paid and to but excluding the applicable Interest Payment Date or the Maturity Date. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon has been paid, as the case may be, shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the

interest factor calculated for each day from the Original Issue Date or from the last date to which interest shall have been paid, as the case may be, to the date for which accrued interest is being calculated. Unless otherwise indicated above, the interest factor (expressed as a decimal rounded to the nearest ten-millionth, with five hundred-millionths rounded upwards) for each such day shall be computed by dividing the interest rate (expressed as a decimal rounded to the nearest ten-millionth, with five hundred-millionths rounded upwards) applicable to such day by 360 if the Interest Rate Basis is the CD Rate, Commercial Paper Rate, Federal Funds Effective Rate, LIBOR or Prime Rate, as indicated above, or by the actual number of days in the year if the Interest Rate Basis is the Treasury Rate or CMT Rate, as indicated above. Notwithstanding the foregoing, interest hereon prior to the date of commencement of Interest Rate Basis (if other than the Original Issue Date) indicated above shall be calculated on the basis of a year of 360 days consisting of twelve 30-day months.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of a majority in aggregate principal amount of the Securities at the time outstanding of each series to be affected, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall, without the consent of the holder of each Security affected thereby, (i) change the stated maturity date of the principal of, or any installment of principal of or interest on any Security, (ii) reduce the principal amount of, or the interest (or premium, if any) on, any Security, (iii) reduce the portion of the principal amount of an original issue discount Security payable upon acceleration of the maturity thereof, (iv) reduce any amount payable upon redemption of any Security, (v) change the place or places where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, (vi) change the definition of "Market Value" set forth in the Indenture, (vii) impair the right of any holder of Securities of any series to receive on any Exchange Date for Securities of such series Capital Securities with a Market Value equal to that required by the terms of the Securities, (viii) impair the right of any holders of Securities of a series entitled to the conversion rights described in the Indenture to receive shares of Common Stock, securities or other property upon the exercise of such conversion rights, (ix) impair the right of a holder to institute suit for the enforcement of any payment on or with respect to any Security (including any right of redemption at the option of the holder of such Security), or for the delivery of Capital Securities in exchange for Securities pursuant to the terms of the Indenture, or to require the Company to sell Capital

Securities in a Secondary Offering pursuant to the terms of the Indenture or to deliver Common Stock, securities or other property upon conversion of Securities pursuant to the terms of the Indenture, (x) reduce the aforesaid percentage of Securities of any series the holders of which are required to consent to any such supplemental indenture or reduce the percentage of securities of any series the holders of which are required to waive any past Default or Event of Default, as described in the next following sentence, or (xi) modify the foregoing provisions of clauses (i) through (x). It is also provided in the Indenture that, prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities of that series at the time outstanding may on behalf of the holders of all Securities of that series waive any past Default or Event of Default under the Indenture and its consequences except a Default in the payment of the principal of (or premium, if any) or interest, if any, on the Securities of that series (or in the delivery of Capital Securities in exchange for any Securities of that series when required). Any such consent or waiver by the holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and any Security which may be issued in exchange or substitution herefor, irrespective of whether or not any notation in regard thereto is made upon this Security or such other Security.

Subject to the rights of holders of Senior Indebtedness and Additional Senior Obligations of the Company set forth in this Security and the Indenture referred to above, no reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the places, at the respective times, at the rates and in the coin or currency herein prescribed.

Unless otherwise indicated herein, the Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000. In the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, Securities of this series may be exchanged for an equal aggregate principal amount of Securities of this series of other authorized denominations at the office or agency of the Company for such exchange in the Borough of Manhattan, The City of New York.

Subject to the limitations set forth in the Indenture and herein, upon due presentment for registration of transfer of this Security at the office or agency of the Company for such registration in the Borough of Manhattan, The City of New York, a new Security or Securities of this series of authorized

denominations for an equal aggregate principal amount will be issued to the transferee in exchange herefor without charge except for any tax or other governmental charge imposed in connection therewith.

Prior to due presentment for registration of transfer of this Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the registered holder hereof as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or any writing hereon) for the purpose of receiving payment of or on account of the principal hereof (and premium, if any, hereon), and subject to the provisions herein, interest hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge the Company's liability for moneys payable on this Security.

No recourse for the payment of the principal of (or premium, if any) or interest on this Security or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in this Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by each holder of this Security.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

This Security shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee under the Indenture referred to above or an Authenticating Agent, by manual signature.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its duly authorized officers and has caused its corporate seal, or a facsimile thereof, to be affixed hereto.

J.P. MORGAN CHASE & CO.

By: __________________________
Name: Dina Dublon
Title: Executive Vice President
and Chief Financial
Officer

[SEAL] Attest: _______________________
Name: Anthony J. Horan
Title: Corporate Secretary

CERTIFICATE OF AUTHENTICATION:

This is one of the Securities issued under the Indenture described herein.

U.S. Bank Trust National Association, as Trustee

By: The Chase Manhattan Bank
as Authenticating Agent

By:___________________
Authorized Signer

ABBREVIATIONS

The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM--as tenants in common TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT--.............Custodian............

(Cust) (Minor)

under Uniform Gifts to Minors Act

.................................
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Other
Identifying Number of Assignee:

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE:

the within Security and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________________________ _____________________________________________attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated: ___________________ _________________________

NOTICE: The signature(s) to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: __________________________

NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution (e.g., banks, securities brokers or dealers, credit unions, national securities exchanges and savings associations) which is a member of or participant in a signature guarantee program recognized by the Security Registrar pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.