Exhibit 4(e)

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                            J.P. MORGAN CHASE & CO.


                                      and


                     [_____________________], Warrant Agent


                                      and


                  [_____________________], Determination Agent


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


                            INDEX WARRANT AGREEMENT



                            dated as of [__________]


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                               TABLE OF CONTENTS(1)

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

                                                                           PAGE
                                                                           ----

                                   ARTICLE 1
      ISSUANCE OF WARRANTS AND FORM, EXECUTION, DELIVERY AND REGISTRATION
             OF WARRANT CERTIFICATES AND GLOBAL WARRANT CERTIFICATE

SECTION 1.01.  Issuance of Warrants..........................................1
SECTION 1.02.  Form, Execution and Delivery of Warrant Certificates..........2
SECTION 1.03.  Warrant Certificates..........................................3
SECTION 1.04.  Registration of Transfers and Exchange........................3
SECTION 1.05.  Mutilated or Missing Warrant Certificates.....................4
SECTION 1.06.  Registered Holders............................................5
SECTION 1.07.  Global Warrant Certificate....................................5

                                   ARTICLE 2
                       DURATION AND EXERCISE OF WARRANTS

SECTION 2.01.  Duration of Warrants; Minimum Exercise Amounts; Exercise
               Notice........................................................8
SECTION 2.02.  Exercise, Valuation and Delivery of Warrants..................9
SECTION 2.03.  Automatic Exercise of Warrants; Exercise Upon an
               Extraordinary Event or Exercise Limitation Event.............18
SECTION 2.04.  Limitation of Number of Exercisable Warrants.................25
SECTION 2.05.  Covenant of the Company......................................26
SECTION 2.06.  Return of Money Held Unclaimed for Two Years.................26
SECTION 2.07.  Return of Global Warrant Certificate.........................26

                                   ARTICLE 3
             OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

SECTION 3.01.  Warrantholder of Warrant May Enforce Rights..................27

                                   ARTICLE 4
               WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

SECTION 4.01.  Warrants Acquired by the Company.............................27
SECTION 4.02.  Payment of Taxes.............................................27

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     1The Table of Contents is not a part of the Warrant Agreement.


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                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

SECTION 5.01.  Warrant Agent................................................28
SECTION 5.02.  Condition of Warrant Agent's Obligations.....................28
SECTION 5.03.  Resignation and Appointment of Successor.....................30

                                   ARTICLE 6
                                 MISCELLANEOUS

SECTION 6.01.  Amendment....................................................32
SECTION 6.02.  Notices and Demands to the Company, the Warrant Agent
               and the Determination Agent..................................32
SECTION 6.03.  Addresses for Notices........................................33
SECTION 6.04.  Notices to Holders...........................................33
SECTION 6.05.  Obtaining of Approvals.......................................33
SECTION 6.06.  Persons Having Rights under this Agreement...................33
SECTION 6.07.  Inspection of Agreement......................................34
SECTION 6.08.  Headings.....................................................34
SECTION 6.09.  Counterparts.................................................34
SECTION 6.10.  Applicable Law...............................................34



EXHIBIT A      --   Form of Warrant Certificate

EXHIBIT A-1    --   Form of Global Warrant Certificate

EXHIBIT A-2    --   Exercise Notice For Warrants Represented by the Global
                    Warrant Certificate

EXHIBIT B      --   Confirmation of Exercise and Notice of Rejection For
                    Warrants Represented by Warrant Certificates

EXHIBIT B-1    --   Confirmation of Exercise and Notice of Rejection For
                    Warrants Represented by the Global Warrant Certificate

EXHIBIT C-1    --   Notice of Rejection Relating to Limit Option For Warrants
                    Represented by Warrant Certificates

EXHIBIT C-2    --   Notice of Rejection Relating to Limit Option For Warrants
                    Represented by the Global Warrant Certificate


<PAGE>


                               WARRANT AGREEMENT


     THIS AGREEMENT, dated as of [___________], 20[__], among J.P. MORGAN CHASE
& CO., a corporation organized and existing under the laws of the State of
Delaware (the "Company"), [_____________________], a New York banking
corporation (the "Warrant Agent"), and [_____________________], a corporation
organized and existing under the laws of the State of Delaware (the
"Determination Agent").

     WHEREAS, the Company proposes to sell [put warrants] [call warrants] (the
"Warrants" or, individually, a "Warrant"), representing the right to receive
from the Company an amount in [name of payment currency] to be determined by
reference to [decreases (in the case of Put Warrants)] [increases (in the case
of Call Warrants)] [in the level of the [name of Reference Index] (the
"Index")] [or in the levels (or relative levels) of two or more Indices or
combinations of Indices] on the terms and conditions set forth in this
Agreement; and

     WHEREAS the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, transfer and exercise of the Warrants, and the Company desires 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, the parties hereto agree as follows:


                                   ARTICLE 1
      ISSUANCE OF WARRANTS AND FORM, EXECUTION, DELIVERY AND REGISTRATION
             OF WARRANT CERTIFICATES AND GLOBAL WARRANT CERTIFICATE

     SECTION 1.01. Issuance of Warrants. (a) The Warrants are unsecured
contractual obligations of the Company and will rank on a parity with the
Company's other unsecured contractual obligations and with the Company's
unsecured and unsubordinated debt.

     (b) Each Warrant shall represent the right, upon exercise (including
automatic exercise) subject to the provisions contained herein, to receive the
Cash Settlement Value or the Alternative Settlement Amount, as the case may be
(each as defined herein), of such Warrant. In no event shall a registered or
beneficial holder of a Warrant (each a "Warrantholder") be entitled to receive
any interest


<PAGE>


on any Cash Settlement Value or Alternative Settlement Amount. The Warrants
will not entitle the Warrantholders to any of the rights of the holder of any
security underlying the Index (an "Underlying Security") [alternative provision
for indices not based on securities]. A Warrant will not require or entitle the
Warrantholder thereof to sell, deliver, purchase or take delivery of any
Underlying Security [alternative provision for indices not based on
securities], nor will the Company be under any obligation to, nor will it,
purchase or take delivery of, or sell or deliver, any such securities to or
from Warrantholders.

     SECTION 1.02. Form, Execution and Delivery of Warrant Certificates. (a)
The Warrants, whenever issued, shall be represented by certificates in
registered form substantially in the form set forth in Exhibit A hereto (the
"Warrant Certificates"), with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Agreement, and may represent any whole number 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 which 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 any securities depository, or to conform to usage. Warrant
Certificates shall be signed on behalf of the Company by any of the chairman of
its Board of Directors, its president, any vice chairman of its Board of
Directors or the chief financial officer (or any other officer certified by any
of the foregoing officers in an Officers' Certificate to be an executive
officer of the Issuer), in each case under its corporate seal which may, but
need not be attested by its secretary or one or more of its assistant
secretaries [except that the Global Warrant Certificate may be executed by any
such officer without any necessity that such signature be under seal as
aforesaid]. The signature of any of such officers may be either manual or
facsimile. Typographical and other minor errors or defects in any such
signature shall not affect the validity or enforceability of any Warrant
Certificate that has been duly countersigned and delivered by the Warrant
Agent.

     (b) In case any officer of the Company who shall have signed a Warrant
Certificate, either manually or by facsimile signature, shall cease to be such
officer before such Warrant Certificate shall have been countersigned and
delivered by the Warrant Agent to the Company or delivered by the Company, such
Warrant Certificate nevertheless may be countersigned and delivered as though
the person who signed such Warrant Certificate had not ceased to be such
officer of the Company; and the Warrant Certificate may be signed on behalf of
the Company by any person who, at the actual date of the execution of such


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Warrant Certificate, shall be a proper officer of the Company to sign such
Warrant Certificate, although at the date of the execution of this Warrant
Agreement any such person was not such officer.

     SECTION 1.03. Warrant Certificates. Each Warrant Certificate, when
executed on behalf of the Company in accordance with Section 1.02, shall be
delivered to the Warrant Agent, which shall manually countersign and deliver
the same to or upon the order of the Company. Each Warrant Certificate shall be
dated the date of its countersignature. A Warrant Certificate shall not be
valid for any purpose, and no Warrant evidenced thereby shall be exercisable,
unless and until such Warrant Certificate has been countersigned by the manual
signature of an authorized officer of the Warrant Agent. Such countersignature
by an authorized officer of the Warrant Agent upon any Warrant Certificate
signed by the Company in accordance with Section 1.02 shall be conclusive
evidence that the Warrant Certificate so countersigned has been duly issued
hereunder.

     SECTION 1.04. Registration of Transfers and Exchange. (a) Except as
otherwise provided herein or in the Warrant Certificate, the Warrant Agent
shall from time to time register the transfer of any outstanding Warrant
Certificates upon the records to be maintained by it for that purpose (the
"Warrant Register") at the Warrant Agent's Office (as defined herein), subject
to such reasonable regulations as the Company or the Warrant Agent may
prescribe, upon surrender thereof, duly endorsed, or accompanied by a written
instrument or instruments of transfer in form satisfactory to the Warrant Agent
and the Company, duly executed by the registered holder(s) 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 with a correspondent
office in The City of New York or by a broker or dealer which is a member of
the National Association of Securities Dealers, Inc. (the "NASD") or by a
member of a national securities exchange. Upon any such registration of
transfer, a new Warrant Certificate shall be issued to the transferee(s) and
the surrendered Warrant Certificate shall be canceled by the Warrant Agent.

     (b) At the option of a Warrantholder, Warrant Certificates may be
exchanged for other Warrant Certificates, representing a like number of
Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be
exchanged at its offices maintained for such purpose (the location of which
shall be provided to the Company), which shall be in the Borough of Manhattan,
The City of New York (the "Warrant Agent's Office"), and which is, on the date
of this Agreement, [_____________________], Attention: [__________], or at the
office of any successor Warrant Agent (as provided in Section 5.03). Upon
surrender of any Warrant Certificate for exchange, the Warrant Agent shall
cancel such Warrant Certificate, and the Company shall execute, and the Warrant
Agent shall


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countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more
new Warrant Certificates of like tenor and representing a like number of
unexercised Warrants.

     (c) Warrant Certificates issued upon transfer or exchange pursuant to
Section 1.04(a) or (b) shall be valid obligations of the Company, evidencing
the same obligations of the Company as the Warrant Certificates surrendered for
transfer or exchange, and entitled to the same benefits under this Agreement as
were such Warrant Certificates prior to such surrender.

     (d) Except as provided in Section 1.05, 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, other than exchanges pursuant to
this Section 1.04 not involving any transfer.

     (e) In the event that upon any exercise of Warrants evidenced by a Warrant
Certificate the number of Warrants exercised shall be less than the total
number of Warrants evidenced by such Warrant Certificate, there shall be issued
to the holder thereof or his assignee a new Warrant Certificate evidencing the
number of Warrants not exercised.

     SECTION 1.05. Mutilated or Missing Warrant Certificates. (a) If any
Warrant Certificate is mutilated, lost, stolen or destroyed, the Company may in
its discretion execute, and the Warrant Agent may countersign and deliver, in
exchange and substitution for the mutilated Warrant Certificate, or in
replacement for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, bearing an identification number not contemporaneously outstanding,
but only (in case of loss, theft or destruction) upon receipt of evidence
satisfactory to the Company and the Warrant Agent of such loss, theft or
destruction of such Warrant Certificate and security or indemnity, if
requested, also satisfactory to them. Applicants for such substitute Warrant
Certificates shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or the Warrant Agent may
prescribe.

     (b) In case any such mutilated, lost, stolen or destroyed Warrant
Certificate has been or is about to be exercised, or deemed to be exercised,
the Company in its absolute discretion may, instead of issuing a new Warrant
Certificate, direct the Warrant Agent to treat the same as if it had received
the Warrant Certificate together with an irrevocable Exercise Notice (as
defined


                                       4
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herein) in proper form in respect thereof, as provided herein, or as being
subject to automatic exercise, as the case may be.

     (c) Each new Warrant Certificate issued pursuant to this Section 1.05 in
lieu of any lost, stolen or destroyed Warrant Certificate shall be an original,
additional contractual obligation of the Company, and shall be entitled to the
same benefits under this Agreement as the Warrant Certificate that was lost,
stolen or destroyed.

     (d) Upon the issuance of any new Warrant Certificate in accordance with
this Section 1.05, 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) connected therewith.

     (e) The provisions of this Section 1.05 are exclusive and shall preclude
(to the extent lawful) any other rights and remedies with respect to the
replacement or payment of mutilated, lost, stolen or destroyed Warrant
Certificates.

     SECTION 1.06. Registered Holders. Prior to due presentment for
registration of transfer, the Company, the Warrant Agent, and any agent of the
Company or the Warrant Agent, may deem and treat the person in whose name a
Warrant Certificate shall be registered in the Warrant Register (a "Registered
Holder") as the absolute owner of the Warrants evidenced thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificate) for any purpose whatsoever, 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. This Section 1.06 shall
be without prejudice to the rights of Warrantholders as described elsewhere
herein.

     SECTION 1.07. Global Warrant Certificate. (a) Any global certificate
evidencing the Warrants (the "Global Warrant Certificate") issued in accordance
with this Section 1.07 shall be substantially in the form set forth in Exhibit
A-1 hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement, and may
represent any number of whole Warrants. 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 which are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or


                                       5
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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 Trust
Company, New York, New York (the "Depository", which term, as used herein,
includes any successor securities depository selected by the Company), or to
conform to usage. Each Global Warrant Certificate shall be signed on behalf of
the Company upon the same conditions, in substantially the same manner and with
the same effect as the Warrant Certificates

     (b) 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 its countersignature by
the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent shall deliver the Global Warrant Certificate
to or upon the order of the Company against receipt of an appropriate amount of
Certificated Warrants (as defined herein) (such Certificated Warrants shall be
disposed of in accordance with instructions provided by the Company). One or
more Global Warrant Certificates may be executed by the Company and delivered
to the Warrant Agent on or after the date of execution of this Agreement;
provided that only one Global Warrant Certificate shall be outstanding at any
one time.

     The Company reserves the right to issue, from time to time after the date
of execution of this Agreement, additional Warrants, and in connection
therewith the Global Warrant Certificate may be exchanged for a new Global
Warrant Certificate to reflect the issuance by the Company of such additional
Warrants. 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 1.02. The Warrant Agent shall countersign the new Global
Warrant Certificate as provided in this Section and 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, dispose of such Global Warrant Certificate and provide a
certificate of disposition to the Company.

     (c) The Global Warrant Certificate will initially be registered in the
name of a nominee of the Depository. The Warrant holdings of each entity (a
"Participant") entitled to execute, clear and settle transactions through the
Depository will be recorded on the books of the Depository. The holdings of
customers of the Participants and the identity of the Warrantholders will be
reflected on the books and records of such Participants and will not be known
to the Warrant Agent, the Company or the Depository. The Global Warrant
Certificate will be held by the Depository or its agent. Neither the Company
nor


                                       6
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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, supervising or reviewing any records relating
to such beneficial ownership interests.

     The Company may from time to time select a new entity to act as Depository
with respect to the Warrants 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 below
as promptly as possible. Appropriate changes may be made in the forms of the
Global Warrant Certificate, the Exercise Notice and the related notices to be
delivered in connection with an exercise to reflect the selection of the new
Depository.

     (d) 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 its records (which may be maintained
electronically), subject to such reasonable regulations as the Company or the
Warrant Agent may prescribe, only to the Depository, to another 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,
or accompanied by a written instrument or instruments of transfer in form
satisfactory to the Warrant Agent and the Company, duly executed by the
registered holder thereof or by the duly appointed legal representative
thereof, or by its duly authorized attorney, such signature to be guaranteed by
a bank or trust company with a correspondent office in The City of New York or
by a broker or dealer which is a member of the NASD or by a member of a
national securities exchange. Upon any such registration of transfer, a new
Global Warrant Certificate shall be issued to the transferee and the
surrendered Global Warrant Certificate shall be canceled by the Warrant Agent.

         The Global Warrant Certificate may be transferred as provided in this
Section, when surrendered to the Warrant Agent's Office, or at the office of
any successor Warrant Agent (as provided in Section 5.03), for another Global
Warrant Certificate of like tenor and representing a like number of unexercised
Warrants.


                                       7
<PAGE>


                                   ARTICLE 2
                       DURATION AND EXERCISE OF WARRANTS

     SECTION 2.01. Duration of Warrants; Minimum Exercise Amounts; Exercise
Notice. (a) Subject to the limitations set forth herein and in Section 2.03,
each Warrant may be irrevocably exercised in whole but not in part, immediately
upon issuance. Except in the case of automatic exercise, each Warrant shall be
irrevocably exercised either (A) in the case of Warrants represented by Warrant
Certificates ("Certificated Warrants"), on any New York Business Day during the
period from the date of issuance until 3:00 p.m., New York City time, on the
earlier of (i) the New York Business Day immediately preceding the date
(established in or pursuant to a resolution or resolutions of the Board of
Directors of the Company or any committee of such Board duly authorized to act
on its behalf (a "Board Resolution" or "Board Resolutions")) upon which the
right to exercise the Warrants expires (the "Expiration Date"), and (ii) any
Delisting Date (as defined herein) by delivering or causing to be delivered to
the Warrant Agent (at its address as set forth in the Exercise Notice (as
defined below) or at such other address as the Warrant Agent may specify from
time to time) the Warrant Certificate representing such Warrant, with the
Exercise Notice duly completed and executed by the Registered Holder of such
Warrant or (B) in the case of Warrants represented by a Global Warrant
Certificate ("Book-Entry Warrants"), on any New York Business Day until 3:00
P.M., New York City time, on the earlier of (i) the New York Business Day
immediately preceding the Expiration Date and (ii) any Delisting Date, by
causing (x) such Warrant to be transferred free to the Warrant Agent on the
records of the Depository in accordance with the Depository's
Deposit/Withdrawal at Custodian procedures and (y) a duly completed and
executed Exercise Notice to be received by the Warrant Agent from a Participant
acting, directly or indirectly, on behalf of the Warrantholder; provided,
however, that Exercise Notices are subject to rejection by the Warrant Agent as
provided herein.

     In the case of Book-Entry Warrants held through the facilities of
Clearstream Banking S.A. ("Clearstream") or the Euroclear System ("Euroclear"),
a Warrantholder may exercise each Warrant on any New York Business Day until
3:00 P.M., New York City time, on the earlier of (i) the New York Business Day
immediately preceding the Expiration Date and (ii) any Delisting Date, by
causing (x) such Warrant to be transferred to the Warrant Agent in accordance
with clause ) of the preceding paragraph, giving appropriate instructions to
Clearstream or the participant holding his Warrants in Euroclear, as the case
may be, and (y) a duly completed and executed Exercise Notice to be delivered
on behalf of the Warrantholder by Clearstream, in the case of Warrants held
through Clearstream, or such participant, in the case of Warrants held through
Euroclear, to the Warrant Agent


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     (b) No fewer than the minimum number of Warrants as set forth in each
Warrant Certificate 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 a Delisting Date, or in
the case of cancellation of the Warrants as a result of an Extraordinary Event
(as defined herein). With the exception of the Limit Option, an Exercise Notice
shall be unconditional. Except as provided in Section 2.02(c), the Warrant
Agent shall be entitled, with no duty of inquiry, to rely conclusively on any
Exercise Notice received by it and on any representation of the exercising
Warrantholder contained therein.

     (c) "Exercise Notice" means an irrevocable notice of exercise to the
Warrant Agent at its address, which notice (A) for Certificated Warrants, shall
be on the reverse of the Warrant Certificate or such other form as the Company
and the Warrant Agent may approve, and (B) for Book-Entry Warrants, shall be
substantially in the form set forth in Exhibit A-2 hereto or such other form as
the Company and the Warrant Agent may approve and may be given by facsimile
transmission. For purposes of this Agreement, "New York Business Day" means any
day other than a Saturday, Sunday or a day on which either the American Stock
Exchange or the New York Stock Exchange is not open for securities trading or
commercial banks in New York City are required or authorized by law or
executive order to remain closed.

     SECTION 2.02. Exercise, Valuation and Delivery of Warrants. (a) Except for
Warrants subject to automatic exercise, Warrants held through the facilities of
Clearstream or Euroclear, or Warrants subject to the Limit Option, the
"Exercise Date" for a Warrant means (i) the New York Business Day on which the
Warrant Agent receives the Warrant and Exercise Notice in proper form with
respect to such Warrant, if received at or prior to 3:00 P.M., New York City
time, on such day, or (ii) if the Warrant Agent receives such Warrant or
Exercise Notice after 3:00 P.M., New York City time, on a New York Business
Day, then the next New York Business Day succeeding the New York Business Day
on which such Warrant or Exercise Notice is received. In the case of Warrants
held through the facilities of Clearstream or Euroclear, except for Warrants
subject to automatic exercise and except for Warrants subject to the Limit
Option, the "Exercise Date" for a Warrant means (i) the New York Business Day
on which the Warrant Agent receives (by facsimile transmission) the Exercise
Notice in proper form with respect to such Warrant if such Exercise Notice is
received at or prior to 3:00 P.M., New York City time, on such day, provided,
that the Warrant being exercised is received by the Warrant Agent by 3:00 P.M.,
New York City time, on the New York Business Day next succeeding the date on
which the Exercise Notice is received, or (ii) if the Warrant Agent receives
such Exercise Notice after 3:00 P.M., New York City time, on a New York
Business Day, then the New


                                       9
<PAGE>


York Business Day succeeding such New York Business Day, provided that such day
will be the Exercise Date only if the Warrant being exercised is received by
3:00 P.M., New York City time, on the second succeeding New York Business Day
following the New York Business Day on which the Exercise Notice is received.
In the event that the Warrant being exercised is received after 3:00 P.M., New
York City time, on the New York Business Day next succeeding the date on which
the Exercise Notice is received, then the Exercise Date for such Warrant will
be the day on which such Warrant is received or, if such day is not a New York
Business Day, the next succeeding New York Business Day. Notwithstanding the
foregoing, in the case of the exercise of a Book-Entry Warrant by Clearstream
or a Euroclear participant, Clearstream or Euroclear, as the case may be, must
by facsimile transmission to the Warrant Agent by 9:00 a.m., New York City
time, on the New York Business Day next succeeding the Exercise Date confirm
(an "Account Confirmation") that the Warrants being exercised will be received
by the Warrant Agent by 3:00 p.m., New York City time, on such date, provided,
further, that if such Account Confirmation is received after 9:00 a.m., New
York City time, on the New York Business Day next succeeding the Exercise Date,
the Company will be entitled to direct the Warrant Agent to reject the related
Exercise Notice or waive the requirement for timely delivery of such Account
Confirmation.

     (b) The "Valuation Date" for a Warrant shall be the first Index
Calculation Date (as defined herein) following the applicable Exercise Date
(subject to postponement upon the occurrence of an Extraordinary Event or
Exercise Limitation Event (as herein defined) or as a result of the exercise of
a number of Warrants exceeding the limits on exercise set forth herein). For
purposes of this Agreement, "Index Calculation Date" means any day the Index
(as herein defined) or any Successor Index (as herein defined) is calculated
and published.

     All Warrants for which the Warrant Agent has not received a valid Exercise
Notice at or prior to 3:00 p.m., New York City time, on (i) the New York
Business Day immediately preceding the Expiration Date or (ii) the last New
York Business Day prior to the effective date on which the Warrants are
delisted from, or permanently suspended from trading (within the meaning of the
Securities Exchange Act of 1934 and the rules and regulations of the Securities
and Exchange Commission thereunder) on, the stock exchange on which the
Warrants are listed and not accepted prior thereto or at the same time for
listing on another United States national securities exchange (such New York
Business Day being a "Delisting Date") or for which the Warrant Agent has
received a valid Exercise Notice but with respect to which timely delivery of
the relevant Warrants has not been made by such date or the Valuation Date for
which has as of such date been postponed as provided in Section 2.03, shall be
deemed to be automatically


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<PAGE>


exercised as of such date; provided, however, that if the Company first
receives notice of the delisting or suspension of the Warrants on the same day
on which such Warrants are delisted or suspended, such day will be deemed a
Delisting Date for purposes of this Agreement.

     (c) The Warrant Agent shall, in the case of Warrants other than Warrants
held through the facilities of Clearstream or Euroclear, following receipt of
proper and timely delivery of a Warrant in accordance with Section 2.02(a),
accompanied by a completed Exercise Notice, and, in the case of Warrants held
through Clearstream or Euroclear, following receipt of proper delivery of a
completed Exercise Notice in accordance with Section 2.02(a):

          (i) promptly (1) for Certificated Warrants, determine whether such
     Exercise Notice has been duly completed and is in proper form duly
     executed by the Registered Holder thereof or by the duly appointed legal
     representative thereof or by a duly authorized attorney, (2) for
     Book-Entry Warrants not held through Clearstream or Euroclear, determine
     whether such Exercise Notice has been duly completed and is in proper form
     and (3) for Book-Entry Warrants held through Clearstream or Euroclear,
     determine whether such Exercise Notice has been duly completed and is in
     proper form duly executed by Clearstream or the Euroclear participant
     delivering such Warrant, as applicable; and if the Warrant Agent
     determines that the Exercise Notice has not been duly completed or is not
     in proper form or, in the case of Certificated Warrants, has not been so
     executed, the Warrant Agent promptly (A) shall reject such Exercise Notice
     and shall send to the entity that executed such Exercise Notice a notice
     of rejection substantially in the form set forth in Exhibit B or Exhibit
     B-1 hereto, as the case may be, and, in the case of Certificated Warrants,
     shall return to the Registered Holder that submitted such Exercise Notice,
     by first class mail, the Warrant Certificates evidencing such Warrants,
     or, in the case of Book-Entry Warrants, shall re-deliver such Warrants (to
     the extent received in the case of Warrants held through Clearstream or
     Euroclear) free through the facilities of DTC to the account from which
     they were transferred to the Warrant Agent and (B) shall not take the
     actions required by clauses i)-(viii) below with respect to such Exercise
     Notice or the related Warrants; provided, however, that the Warrant Agent
     shall deliver a copy of the Exercise Notice relating to such Warrants to
     the Company as required by Section 2.02(c)(viii) below and the Company may
     waive any defect in the form of such Exercise Notice;

          (ii) notify the Company and the Determination Agent (and such other
     parties (not to exceed two) as the Company shall designate in writing) by
     5:00 p.m., New York City time, on the New York Business


                                      11
<PAGE>


     Day that such Exercise Notice has been received (or shall be deemed to
     have been received) of (A) the total number of Warrants covered by such
     Exercise Notice, (B) the number of such Warrants subject to the Limit
     Option (as defined herein) ("Contingently Tendered Warrants") and (C) the
     number of such Warrants not subject to the Limit Option;

          (iii) with respect to Warrants held through Clearstream or Euroclear,
     determine whether the Warrant Agent has received by 9:00 a.m., New York
     City time, on the New York Business Day next succeeding the Exercise Date
     relating to such Warrants, Account Confirmations with respect to such
     Warrants, and if the Warrant Agent has not received any such Account
     Confirmation by such time, notify the Company (and such other parties (not
     to exceed two) as the Company shall designate in writing) by 10:00 a.m.,
     New York City time, on the New York Business Day next succeeding the
     Exercise Date, of the number of such Warrants in respect of which the
     Warrant Agent has not received such Account Confirmations and (except to
     the extent the Company has notified the Warrant Agent that it has waived
     the timing requirement of timely delivery of such Account Confirmations)
     send to Clearstream or the Euroclear participant, as the case may be, that
     delivered such Exercise Notice for which no related Account Confirmation
     was received (at the address specified in such notice) a notice of
     rejection substantially in the form set forth in Exhibit B hereto;

          (iv) if any of the Warrants covered by such Exercise Notice
     constitute Contingently Tendered Warrants, by 11:00 a.m., New York City
     time, on the Valuation Date or if such date is not a New York Business
     Day, then the next succeeding New York Business Day, (A) except as
     provided in Section 2.02(h), determine the Limit Option Reference Index
     Value (as defined herein) for such Warrants and the Spot Value (as defined
     herein) for the Index Calculation Date that, but for the provisions of
     Section 2.02(i), would be the Valuation Date for such Warrants; (B)
     determine in accordance with Section 2.02(i) whether such Contingently
     Tendered Warrants will be subject to exercise after giving effect to the
     Limit Option and, if such Warrants will not be subject to exercise, send,
     in the case of Certificated Warrants, to the Registered Holder or, in the
     case of Book-Entry Warrants to the Participant or to Clearstream or to the
     Euroclear participant in the case of Warrants held through the facilities
     of Clearstream or Euroclear, respectively, that submitted such Exercise
     Notice a notice of rejection substantially in the form set forth in
     Exhibit C- 1 or Exhibit C-2 hereto, as appropriate, with respect to such
     Warrants and return to the Registered Holder that submitted such Exercise
     Notice, by first class mail, the Warrant Certificates evidencing such
     Warrants, or, in


                                      12
<PAGE>


     the case of Book-Entry Warrants (to the extent received, in the case of
     Warrants held through Clearstream or Euroclear), redeliver the Warrants
     free through the facilities of the Depository to the account of such
     Participant, Clearstream or Euroclear participant, as the case may be; and
     (C) notify the Company and the Determination Agent as to whether such
     Contingently Tendered Warrants will be subject to exercise;

          (v) by 11:00 a.m., New York City time, on the Valuation Date or if
     such Date is not a New York Business Day then the next succeeding New York
     Business Day, (A) determine the sum of (1) the number of such Warrants not
     subject to the Limit Option (i.e., the number of Warrants determined
     pursuant to clause i)(C) above) plus (2) the number of such Warrants that
     are Contingently Tendered Warrants that will be subject to exercise
     notwithstanding the Limit Option (i.e., the number of Warrants so
     identified pursuant to clause v)(B) above) (all of such Warrants, the
     "Exercised Warrants") and (B) notify the Company and the Determination
     Agent of the total number of Exercised Warrants so determined (if such
     number is zero, the Warrant Agent shall not take the actions required by
     clauses i) and (vii) of this Section 2.02(c) with respect to such Exercise
     Notice or the related Warrants);

          (vi) determine the applicable Spot Value and calculate the Cash
     Settlement Value of the Exercised Warrants (excluding any Warrants held
     through Clearstream or Euroclear as to which timely delivery of the
     related Warrant has not been made) as of their Valuation Date in the
     manner set forth in Section 2.02(e) by no later than 10:00 a.m., New York
     City time, on the New York Business Day next succeeding the Valuation Date
     (unless the Cash Settlement Value shall be calculated by the Determination
     Agent);

          (vii) notify the Company (and such other parties (not to exceed two)
     as the Company shall designate in writing) by 12:00 noon, New York City
     time, on the New York Business Day next succeeding the Valuation Date of
     the Cash Settlement Value payable in respect of the Exercised Warrants,
     and send notices of confirmation substantially in the form included in
     Exhibit B or Exhibit B-1 hereto, as the case may be, to the Registered
     Holder, Participant, Clearstream or Euroclear participant, as the case may
     be; and

          (viii) promptly deliver a copy of each Exercise Notice 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


                                      13
<PAGE>


     2.02 or Section 2.03 shall be by telephone (promptly confirmed in writing)
     or facsimile transmission.

     Except in the case of Warrants subject to automatic exercise and for
Warrants that upon exercise entitle the holder thereof to receive an
Alternative Settlement Amount in lieu of the Cash Settlement Value, if on any
Valuation Date the Cash Settlement Value for any Warrants then exercised would
be zero, then the attempted exercise of any such Warrants shall be void and of
no effect and (i) for Certificated Warrants, the Warrant Certificate evidencing
such Warrants shall be promptly returned by the Warrant Agent to the Registered
Holder by first class mail at the Company's expense or (ii) for Book-Entry
Warrants, the Warrants will be transferred by the Warrant Agent back to the
Participant that submitted them free on the records of DTC (to the extent
received, in the case of Warrants held through Clearstream or Euroclear) and,
in either case such Warrantholder shall be permitted to re-exercise such
Warrants prior to the Expiration Date or any Delisting Date, as the case may
be.

     (d) Except in the case of Warrants subject to automatic exercise and for
Warrants that upon exercise entitle the holder thereof to receive an
Alternative Settlement Amount in lieu of the Cash Settlement Value, if 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 fourth New York Business Day following a Valuation Date (or, if the
Valuation Date is not a New York Business Day, on the fourth New York Business
Day following the New York Business Day next succeeding the Valuation Date)
(the "Funding Date"), the Warrant Agent will be responsible for making its
payment available (i) for Certificated Warrants, to each Registered Holder of
an exercised Warrant in the form of a cashier's check or an official bank
check, or (in the case of payments of at least $100,000) by wire transfer to a
U.S. Dollar account maintained by such Registered Holder in the United States
(at such Registered Holder's election as specified in the applicable Exercise
Notice), after 3:00 p.m., New York City time, but prior to the close of
business on the first New York Business Day immediately succeeding such Funding
Date or (ii) for Book-Entry Warrants, to each appropriate Participant in the
form of a cashier's check or an official bank check, or (in the case of
payments of at least $100,000) by wire transfer to a U.S. Dollar account
maintained by such Participant in the United States (at the Participant's
election as specified in the Exercise Notice), after 3:00 p.m., New York City
time, but prior to the close of business, on the first New York Business Day
immediately succeeding such Funding Date. For either clause (i) or (ii) above,
such payment shall be in the amount of the aggregate Cash Settlement Value in
respect of the Warrant Certificates or Warrants that were delivered to the
Warrant Agent (together with the related Exercise Notice) as provided in
Sections 2.01 and 2.02(a), (b) and (c).


                                      14
<PAGE>


     (e) The "Cash Settlement Value" of an exercised Warrant shall be an amount
in [name of payment currency] equal to [formula or method of calculation for
cash settlement value] provided, however, that if such amount is less than
zero, then the Cash Settlement Value shall be zero.

     For purposes of this Agreement, the "Index" means the [Reference Index]
and the "Spot Value" for any date means the closing level on such date of the
[Reference Index]. References in this Agreement to "U.S. dollars", "U.S.$" or
"$" are to the lawful currency of the United States of America, [and references
to [other currency] are to the lawful currency of [country of the principal
trading market for the Underlying Securities]] [other provisions if the
principal trading markets for the Underlying Securities are in more than one
country] [alternative provision for indices not based on securities].

     (f) In the case of exercise of Book-Entry Warrants, the Warrant Agent
shall cause its records, which may be kept electronically, to be marked to
reflect the reduction in the number of Warrants represented by the Global
Warrant Certificate by the number of Warrants that were delivered to the
Warrant Account and for which payment has been made as provided in Section
2.02(d) promptly after such delivery and payment. Absent manifest error, the
Warrant Agent's records shall be conclusive evidence of such matters.

     (g) The Company hereby appoints [_____________________], and
[_____________________] accepts such appointment, to be the Company's
Determination Agent to make such calculations as may be required upon the
occurrence of any of the circumstances described in Section 2.02(h) or 2.03,
including, without limitation, calculation of the Cash Settlement Value or the
Alternative Settlement Amount, as applicable, of a Warrant. The Determination
Agent shall act as an independent expert and not as an agent of the Company,
and, unless otherwise provided by this Agreement, its calculations and
determinations under this Agreement shall, absent manifest error, be final and
binding on the Company, the Warrant Agent, the Warrantholders and any
Participant. Any such calculations will be made available to a Warrantholder
for inspection at the Warrant Agent's Office.

     The Company agrees, for the benefit of the Warrantholders that there shall
at all times be a Determination Agent hereunder until all the Warrants are no
longer outstanding or until monies 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 2.06, whichever occurs earlier.
Resignation, removal and appointment of the Determination Agent shall be in
accordance with the procedures set forth for the resignation, removal and
appointment of the


                                      15
<PAGE>


Warrant Agent, as provided in Section 5.03, except that a successor
Determination Agent need not be a banking institution with offices in the
Borough of Manhattan, The City of New York, and may only be appointed if such
successor has been nominated by the Company and approved by the predecessor
Determination Agent.

     The Company agrees promptly to pay the Determination Agent the
compensation to be agreed upon with the Company for all services rendered by
the Determination Agent hereunder. The Company also agrees to indemnify the
Determination Agent for, and to hold it harmless against, any loss, liability,
cost or expense (including reasonable attorneys' fees and expenses) incurred by
the Determination Agent by reason of its being made a party to a suit or claim
arising out of this Agreement; provided, however, that such indemnity shall in
no event apply to the extent that any such loss, liability, cost or expense is
a result of the negligence, bad faith or breach of this Agreement on its part
in connection with the services rendered by it hereunder. The indemnity
obligation of the Company shall continue notwithstanding the termination of
this Agreement or the resignation or removal of the Determination Agent.

     (h) In the event that the Index is not published by [name of Index
publisher] (the "Index Publisher") but is published by another person not
affiliated with the Company and acceptable to the Company (the "Third Party"),
then the Spot Value for any date thereafter will be determined based on the
closing level of the Index as published by such Third Party. If the Index
Publisher or any Third Party discontinues publication of the Index and
publishes a successor or substitute index that the Company determines, in its
sole discretion, to be comparable to the Index (any such index being a
"Successor Index"), then the Spot Value for any date thereafter will be
determined by the Determination Agent on behalf of the Company based on the
closing level of the Successor Index on such date. If the Index Publisher or
any Third Party makes a material change in the formula for, or the method of
calculating, the Index or any Successor Index, the Determination Agent shall
make such calculations as may be required to determine the applicable Cash
Settlement Value using the formula and method of calculating the Index or any
Successor Index as in effect prior to such change or modification. If the Index
Publisher and/or any Third Party discontinues publication of the Index and/or
Successor Index, the Determination Agent will determine the applicable Cash
Settlement Value based on the formula and method used in calculating the Index
or any Successor Index as in effect on the date the Index or such Successor
Index was last published.

     If calculation or publication of the Index or a Successor Index is
modified, discontinued or suspended, as provided in this Section 2.02(h), then
the Determination Agent shall promptly notify the Warrant Agent, and the
Warrant


                                      16
<PAGE>


Agent shall in turn promptly notify the Warrantholders in accordance with
Section 6.04 hereof, of such modification, discontinuance or suspension and of
any modification or adjustment to be made with respect to calculation of the
Cash Settlement Value or Alternative Settlement Amount, as applicable.

     The Determination Agent will have no responsibility for good faith errors
or omissions in calculating or disseminating information regarding the Index,
any Successor Index, adjustments or calculations by the Determination Agent (as
provided above) in order to arrive at a calculation of a stock index comparable
to the Index or any Successor Index, or the Cash Settlement Value or the
Alternative Settlement Amount, as applicable.

     (i) Except for Warrants subject to automatic exercise (as described in
Section 2.03 below) and except as described in Section 2.03 with respect to
payments of any Alternative Settlement Amount, each Warrantholder, in
connection with any exercise of Warrants (including an exercise with a
postponed Valuation Date following an Extraordinary Event or an Exercise
Limitation Event), will have the option (the "Limit Option") to specify in the
related Exercise Notice that such exercise be subject to the condition that the
Spot Value that would otherwise be used to determine the Cash Settlement Value
of such Warrants not be [minimum number of points] or more points [lower in the
case of call warrants] [higher in the case of put warrants] [formula] than the
Limit Option Reference Index Value for such Warrants. "Limit Option Reference
Index Value", with respect to any Contingently Tendered Warrants, means the
closing level of the Index on the relevant Exercise Date (or, if such Exercise
Date is not an Index Calculation Date, on the immediately preceding Index
Calculation Date). If a Warrantholder elects the Limit Option in connection
with any exercise of Warrants, the following provisions shall apply:

          (i) To be valid, such election must be specified in the related
     Exercise Notice. Each of the Warrant Agent and the Company shall be
     entitled to rely conclusively on such Exercise Notice, as received by the
     Warrant Agent, in determining whether such election has been validly made.
     In connection with any exercise of [double the minimum exercise amount]
     Warrants, a Warrantholder may elect to subject only a portion of such
     Warrants to the Limit Option; provided that the number of such Warrants
     subject to the Limit Option and the number of such Warrants not subject to
     the Limit Option shall in each case not be less than [minimum exercise
     amount]. Registered Holders and Participants shall be required to certify
     that the number of Warrants exercised on behalf of any Warrantholder
     pursuant to the related Exercise Notice that are subject to the Limit
     Option is an amount that is not less than [minimum exercise amount].


                                      17
<PAGE>


          (ii) Except as provided in Section 2.02(g), the Limit Option
     Reference Index Value shall be determined by the Warrant Agent, which
     determination shall be conclusive and binding for all purposes relating to
     such exercise.

          (iii) In the event that the Spot Value for the first Index
     Calculation Date following the relevant Exercise Date is [minimum number
     of points] or more points [lower in the case of call warrants] [higher in
     the case of put warrants] [formula] than the Limit Option Reference Index
     Value for such Warrants, such Warrants (A) shall not be subject to
     exercise and shall be treated for all purposes of this Agreement and the
     Warrant Certificates and Global Warrant Certificate as if the related
     Exercise Notice had never been received by the Warrant Agent, and (B)
     shall not constitute "Exercised Warrants" for purposes of Section 2.02(c).
     If such Spot Value is not [minimum number of points] or more points [lower
     in the case of call warrants] [higher in the case of put warrants]
     [formula] than such Limit Option Reference Index Value, such Warrants
     shall be subject to exercise as provided in this Section 2.02 and shall be
     deemed to be "Exercised Warrants" for such purposes. The Warrant Agent's
     determination shall be conclusive and binding for all purposes relating to
     such Warrants.

          (iv) Except as provided in Section 2.03(b), the Limit Option (based
     on the Limit Option Reference Index Value as determined for the relevant
     Exercise Date or, if applicable, the first Index Calculation Date
     preceding such Exercise Date) shall continue to be applicable to any
     Exercised Warrant for which the Valuation Date has been postponed as a
     result of the occurrence of an Extraordinary Event or an Exercise
     Limitation Event until the Warrants are canceled as provided in Section
     2.03(b) or until the Expiration Date or any Delisting Date.

     SECTION 2.03. Automatic Exercise of Warrants; Exercise Upon an
Extraordinary Event or Exercise Limitation Event. (a) All Warrants for which
the Warrant Agent has not received an Exercise Notice in proper form by 3:00
p.m., New York City time, on (i) the New York Business Day immediately
preceding the Expiration Date or (ii) any Delisting Date, as the case may be,
or for which the Warrant Agent has received a valid Exercise Notice in proper
form but with respect to which timely delivery of the relevant Warrants has not
been made prior to such time, and which have not been canceled prior to such
time, will be deemed automatically exercised without any requirement of an
Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall
be the Expiration Date or Delisting Date, as the case may be, or, if such date
is not a New York Business


                                      18
<PAGE>


Day, the next succeeding New York Business Day and the Valuation Date for such
Warrants shall be the first Index Calculation Date following such date.

     The Warrant Agent shall by 5:00 p.m., New York City time, on the
Expiration Date or any Delisting Date, as the case may be, notify the Company
(and such other parties (not to exceed two) as the Company shall designate in
writing) of the number of Warrants to be automatically exercised on such day.
On the Valuation Date for such Warrants (or, if such Valuation Date is not a
New York Business Day, on the next succeeding New York Business Day), the
Warrant Agent shall (i) except as provided in Section 2.02(h), determine the
Cash Settlement Value (in the manner provided in Section 2.02(e)) of the
Warrants to be automatically exercised; (ii) by 5:00 p.m., New York City time,
on the next New York Business Day succeeding such Valuation Date, notify the
Company (and such other parties (not to exceed two) as the Company shall
designate in writing) of the Cash Settlement Value payable in respect of such
exercised Warrants; and (iii) advise the Company of such other matters relating
to the exercised Warrants as the Company shall reasonably request.

     In the case of Certificated Warrants subject to automatic exercise (other
than Certificated Warrants subject to postponed exercise following the
occurrence of an Extraordinary Event or an Exercise Limitation Event as
described in Section 2.03(b)), the Company shall make available to the Warrant
Agent, not later than 3:00 p.m., New York City time, on the fourth New York
Business Day following the Valuation Date for automatically exercised Warrants
(or if such Valuation Date is not a New York Business Day, on the fourth New
York Business Day following the New York Business Day next succeeding such
Valuation Date) (in any such case, the "Automatic Funding Date"), funds in an
amount equal to, and for the payment of, the aggregate Cash Settlement Value of
such Warrants. Subject to such funds having been made available as provided in
the preceding sentence, the Warrant Agent will be responsible for making its
payment available to the appropriate Registered Holder in the form of a
cashier's check or an official bank check, or (in the case of payments of at
least $100,000) by wire transfer to a U.S. Dollar account maintained by such
Registered Holder in the United States (at such Registered Holder's election
upon written notice to the Company and the Warrant Agent), after 3:00 p.m., New
York City time, but prior to the close of business, on the Automatic Funding
Date, against receipt by the Warrant Agent at the Warrant Agent's Office from
such Registered Holder of its Warrant Certificates. Such payment shall be in
the amount of the aggregate Cash Settlement Value in respect of the Warrants,
evidenced by such Warrant Certificates, that were exercised automatically on
the Expiration Date or on any Delisting Date, as the case may be. Warrant
Certificates delivered to the Warrant Agent shall thereafter be promptly
canceled by the Warrant Agent.


                                      19
<PAGE>


     In the case of Book-Entry Warrants subject to automatic exercise (other
than Warrants subject to postponed exercise following the occurrence of an
Extraordinary Event or an Exercise Limitation Event as described in Section
2.03(b)), the Company shall make available to the Warrant Agent, not later than
3:00 p.m., New York City time, on the Automatic Funding Date, funds in an
amount equal to, and for the payment of, the aggregate Cash Settlement Value of
such Warrants. Subject to such funds having been made available as provided in
the preceding sentence, the Warrant Agent will be responsible for making funds
available to DTC, against receipt of the Global Warrant Certificate, after 3:00
p.m., New York City time, but prior to the close of business, on the Automatic
Funding Date. Such funds are to be in an amount equal to the aggregate Cash
Settlement Value of the Warrants subject to such automatic exercise.

     The Company will advise the Warrant Agent as soon as practicable of the
date of any expected delisting or permanent suspension of trading of the
Warrants 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 9:30 a.m., New York City time, on the New York Business Day following the
date that such delisting or suspension occurs. The Company will use its best
efforts to notify the Warrantholders, or cause the Warrantholders to be
notified, as promptly as practicable of any expected delisting or suspension of
trading of the Warrants.

     (b) Anything in this Agreement to the contrary notwithstanding, if the
Company determines that an Extraordinary Event or Exercise Limitation Event has
occurred and is continuing on the Home Country Business Day with respect to
which the Spot Value on a Valuation Date is to be determined (the "Applicable
Home Country Business Day"), then the Cash Settlement Value with respect to an
exercise of Warrants shall be calculated on the basis that the Valuation Date
shall be the next Index Calculation Day following an Applicable Home Country
Business Day on which there is no Extraordinary Event or Exercise Limitation
Event; provided, that if the Valuation Date has not occurred on or prior to the
Expiration Date or any Delisting Date, then the Warrantholders shall receive
the Alternative Settlement Amount (as defined herein) in lieu of the Cash
Settlement Value which shall be calculated as if the Warrants had been canceled
on the Expiration Date or any Delisting Date, as the case may be. The term
"Home Country Business Day" means any day on which the principal trading market
for the Underlying Securities is not open for securities trading [other
provisions if the principal trading markets for the Underlying Securities are
in more than one country] [alternative provision for indices not based on
securities].

     Upon the occurrence of an Extraordinary Event or an Exercise Limitation
Event, the Company shall use its best efforts to notify the Warrant Agent and
the


                                      20
<PAGE>


Determination Agent promptly that an Extraordinary Event or Exercise Limitation
Event, as the case may be, has occurred and shall promptly give notice to the
Warrantholders, by publication in a United States newspaper with a national
circulation (currently expected to be the Wall Street Journal), that an
Extraordinary Event or an Exercise Limitation Event has occurred.

     If the Company determines that an Extraordinary Event or an Exercise
Limitation Event has occurred and is continuing on the Expiration Date or on
any Delisting Date, the Company shall so notify the Warrant Agent and the
Determination Agent, and the Cash Settlement Value with respect to the
exercised Warrants shall be equal to, and be calculated in the same manner as,
an "Alternative Settlement Amount", in accordance with Sections 2.03(b) and (d)
herein (treating the Expiration Date or any Delisting Date, as the case may be,
as the date on which the Warrants were canceled for the purposes of this
Section 2.03(b)).

     If the Company determines that an Extraordinary Event has occurred and is
continuing, and if that Extraordinary Event is expected by the Company to
continue, the Company may immediately cancel the Warrants by notifying the
Warrant Agent of such cancellation (the date such notice is given being the
"Cancellation Date"), and each Warrantholder's rights with respect to the
Warrants and under this Agreement shall thereupon cease; provided, that each
Warrant shall be exercised (even if such Warrant would not otherwise be
exercisable on such date because of the Limit Option) on the basis that the
Valuation Date for such Warrant shall be the Cancellation Date and each
Warrantholder shall have the right to receive, in lieu of the Cash Settlement
Value of such Warrant, the Alternative Settlement Amount, determined by the
Determination Agent.

     (c) For purposes of this Agreement, "Extraordinary Event" means any of the
following events:

          (i) a suspension or absence of trading on the [principal market in
     which the Underlying Securities are traded] [other provisions if there is
     more than one principal trading market for the Underlying Securities]
     [alternative provision for indices not based on securities] of all the
     Underlying Securities which then comprise the Index or a Successor Index;

          (ii) the enactment, publication, decree or other promulgation of any
     statute, regulation, rule or order of any court or any other U.S. or non-
     U.S. governmental authority that would make it unlawful for the Company to
     perform any of its obligations under this Agreement or the Warrants or


                                      21
<PAGE>


     that has or will have a material adverse effect on the ability of the
     Company to perform its obligations under the Warrants or to modify the
     hedge of its position with respect to the Index; or

          (iii) any outbreak or escalation of hostilities or other national or
     international calamity or crises (including, without limitation, natural
     calamities that in the opinion of the Company may materially and adversely
     affect the economy of [country of principal market in which the Underlying
     Securities are traded] or the trading of securities generally on the
     [principal market in which the Underlying Securities are traded]) that has
     or will have a material adverse effect on the ability of the Company to
     perform its obligations under the Warrants or to modify the hedge of its
     position with respect to the Index.

     For the purpose of determining whether an Extraordinary Event has
occurred: (1) a limitation on the hours or number of days of trading will not
constitute an Extraordinary Event if it results from an announced change in the
regular business hours of the [principal market in which the Underlying
Securities are traded] and (2) an "absence of trading" on the [principal market
in which the Underlying Securities are traded] will not include any time when
the [principal market in which Underlying Securities are traded] is closed for
trading under ordinary circumstances.

     (d) For purposes of this Agreement, "Exercise Limitation Event" means
either of the following events:

          (i) a suspension, material limitation or absence of trading on the
     [principal market in which the Underlying Securities are traded] of (a)
     [___]% or more of the Underlying Securities and/or (b) the securities of
     [percentage or number] of the most highly capitalized companies included
     in the Underlying Securities which then comprise the Index or a Successor
     Index; or

          (ii) the suspension or material limitation on [relevant futures
     exchange(s) with respect to the Underlying Securities] or any other major
     futures or securities market of trading in futures or options contracts
     related to the [other relevant index], the Index or a Successor Index.]

     For the purposes of determining whether an Exercise Limitation Event has
occurred: (1) a limitation on the hours or number of days of trading will not
constitute an Exercise Limitation Event if it results from an announced change
in the regular business hours of the relevant market or exchange, [(2) a
decision to


                                      22
<PAGE>


permanently discontinue trading in the relevant futures or options contract
will not constitute an Exercise Limitation Event,] (3) a suspension in trading
in an Underlying Security [or in a futures or options contract] referred to in
clause[s] ) [and (ii)] above, by reason of (x) a price change violating limits
set by the [principal market in which the Underlying Securities are traded] [or
the relevant futures exchange(s) with respect to the Underlying Securities] or
such [futures or] securities market, (y) an imbalance of orders relating to an
Underlying Security [or such contracts] or (z) a disparity in bid and ask
quotes relating to an Underlying Security [or such contracts], will constitute
a suspension or material limitation of trading, (4) an "absence of trading" in
the [principal market in which the Underlying Securities are traded] will not
include any time when the [principal market in which the Underlying Securities
are traded] is closed for trading under ordinary circumstances and (5) the
occurrence of an Extraordinary Event described in clause ) of the definition of
Extraordinary Event will not constitute, and will supersede the occurrence of,
an Exercise Limitation Event.

     The "Alternative Settlement Amount" is equal to the amount "X" calculated
using the formula set forth below:

     X = I + (T/2 x A/B)

     where

     I = the Cash Settlement Value of the Warrants determined as described
         under Section 2.02(e), but calculated with a Spot Value determined
         by the Determination Agent which, subject to approval by the
         Company (such approval not to be unreasonably withheld), in the
         reasonable opinion of the Determination Agent, fairly reflects the
         value of the component securities of the Index (the "Underlying
         Securities") [alternative provision for indices not based on
         securities] on the Cancellation Date, Expiration Date or Delisting
         Date, whichever has given rise to the payment of the Alternative
         Settlement Amount;

     T = the initial offering price per Warrant;

     A = the total number of days from but excluding the
         Cancellation Date, Expiration Date, or Delisting Date,
         whichever has given rise to the payment of the Alternative
         Settlement Amount for such Warrants, to and including the
         Expiration Date; and


                                      23
<PAGE>


     B = the total number of days from, but excluding the date on
         which sales of the Warrants were initially confirmed, to and
         including the Expiration Date.

     For purposes of determining "I" in the above formula, in the event that
the Determination Agent and the Company are required, but have not, after good
faith consultation with each other and within five days following the first day
on which such Alternative Settlement Amount may be calculated in accordance
with the above formula, agreed upon a Spot Value which fairly reflects the
value of the Underlying Securities [alternative provision for indices not based
on securities] on the Cancellation Date, Expiration Date or Delisting Date,
whichever gives rise to the payment of the Alternative Settlement Amount, then
the Determination Agent shall promptly nominate a third party, subject to
approval by the Company (such approval not to be unreasonably withheld), to
determine such figure and calculate the Alternative Settlement Amount in
accordance with the above formula. Such party shall act as an independent
expert and not as an agent of the Company or the Determination Agent, and its
calculation and determination of the Alternative Settlement Amount shall,
absent manifest error, be final and binding on the Company, the Warrant Agent,
the Determination Agent and the Warrantholders. Any such calculations will be
made available to a Warrantholder for inspection at the Warrant Agent's Office.
Neither the Company nor such third party shall have any responsibility for good
faith errors or omissions in calculating the Alternative Settlement Amount.

     (e) With respect to all Warrants as to which the Valuation Date has been
postponed or which have been canceled as described above, the Company shall
make available to the Warrant Agent not later than 3:00 p.m., New York City
time, on the third New York Business Day following the date on which the Cash
Settlement Value or Alternative Settlement Amount, as the case may be, has been
calculated (the "Alternative Funding Date"), funds in an amount equal to, and
for the payment of, the aggregate Cash Settlement Value or Alternative
Settlement Amount, as applicable, of such Warrants. Subject to such funds
having been made available as provided in the preceding sentence, the Warrant
Agent will be responsible for making a payment in the manner set forth in
Section 2.03(a), (i) in the case of Certificated Warrants, to each Registered
Holder that submitted a Warrant Certificate for exercise (and in the case of
cancellation as described above, to each Registered Holder) or (ii) in the case
of Book-Entry Warrants, to the Depository, after 3:00 p.m., New York City time,
but prior to the close of business on, the Alternative Funding Date, in an
amount equal to the aggregate Cash Settlement Value or Alternative Settlement
Amount (as applicable) of such exercised Warrants (and in the case of
cancellation as described above, of all previously unexercised Warrants).


                                      24
<PAGE>


     SECTION 2.04. Limitation of Number of Exercisable Warrants. All exercises
of Warrants (other than on automatic exercise or upon cancellation) are
subject, at the Company's option, to the limitation that not more than [limit
on aggregate number of Warrants to be exercised on any day] Warrants in total
may be exercised on any Exercise Date and not more than [individual limit]
Warrants may be exercised by or on behalf of any beneficial owner, either
individually or in concert with any other beneficial owner, on any Exercise
Date. If any New York Business Day would otherwise, under the terms hereof, be
the Exercise Date in respect of more than [limit on aggregate number of
Warrants to be exercised on any day] Warrants, then at the Company's election
(by giving notice thereof to the Warrant Agent not later than 11:00 a.m., New
York City time, on the New York Business Day immediately following such
Exercise Date), [limit on aggregate number of Warrants to be exercised on any
day] of such Warrants shall be deemed exercised on such Exercise Date (selected
by the Warrant Agent on a pro rata basis, but if, as a result of such pro rata
selection, any Registered Holders would be deemed to have exercised less than
[minimum exercise amount] Warrants, then the Warrant Agent shall first select
additional amounts of such holders' Warrants so that no holder shall be deemed
to have exercised less than [minimum exercise amount] Warrants), and the
remainder of such Warrants (the "Remaining Warrants") shall be deemed exercised
on the following New York Business Day (notwithstanding the provisions of
Section 2.01(b)); provided that in the event that the aggregate number of such
Remaining Warrants, together with any additional Warrants with respect to which
the Exercise Date would be such following New York Business Day, exceeds the
[limit on aggregate number of Warrants to be exercised on any day] the
provisions of this Section 2.04 shall apply to the exercise of such Remaining
Warrants and such additional Warrants on such following New York Business Day
and successively until the limitations set forth in this Section 2.04 are no
longer exceeded; provided further that, any such Remaining Warrants shall be
deemed exercised before any such additional Warrants.

     If any beneficial owner of Warrants attempts to exercise more than
[individual limit] Warrants on any New York Business Day, then at the Company's
election (as notified to the Warrant Agent by giving notice thereof to the
Warrant Agent not later than 11:00 a.m., New York City time, on the next New
York Business Day following such Day) [individual limit] of such Warrants shall
be deemed exercised on such New York Business Day and the remainder of such
Warrants shall be deemed exercised on the following New York Business Day
(notwithstanding the provisions of Section 2.01(b)); provided, that in the
event that the aggregate number of such remaining Warrants, together with any
additional Warrants of such beneficial owner with respect to which the Exercise
Date would be such following New York Business Day, exceeds [individual limit],
at the Company's election (as notified in the manner described above), the


                                      25
<PAGE>


provisions of this Section 2.04 shall apply to the exercise of such remaining
Warrants and such additional Warrants on such following New York Business Day
and successively until the limitations set forth in this Section 2.04 are no
longer exceeded; provided further, that, any such remaining Warrants shall be
deemed exercised before any such additional Warrants of such beneficial owner.
The date on which any Warrant is deemed exercised under the preceding sentences
shall for all purposes of this Agreement be the "Exercise Date" in respect of
such Warrants.

     SECTION 2.05. Covenant of the Company. The Company covenants, for the
benefit of the Warrantholders, that it will not seek the delisting of the
Warrants from, or suspension of their trading on, the [exchange on which the
Warrants are listed] unless the Company has, at the same time, arranged for
listing on another United States national securities exchange.

     SECTION 2.06. Return of Money Held Unclaimed for Two Years. Except as
otherwise provided herein, any money deposited with or paid to the Warrant
Agent for the payment of the Cash Settlement Value or Alternative Settlement
Amount of any Warrants and not applied but remaining unclaimed for two years
after the date upon which such Cash Settlement Value or Alternative Settlement
Amount shall have become due and payable shall be repaid by the Warrant Agent
to the Company, at the Company's request, and the holders of such Warrants
shall thereafter look only to the Company for any payment which such holders
may be entitled to collect and all liability of the Warrant Agent with respect
to such money shall thereupon cease; provided that the Warrant Agent, before
making any such repayment, may at the expense of the Company notify (i) in the
case of Certificated Warrants, the Registered Holders or (ii) in the case of
Book-Entry Warrants, the Participants concerned, that said money has not been
so applied and remains unclaimed and that after a date named in the
notification any unclaimed balance of said money then remaining will be
returned to the Company.

     SECTION 2.07. Return of Global Warrant Certificate. In the event a Global
Warrant Certificate is issued, at such time as all of the Warrants evidenced by
such Certificate have been exercised (including pursuant to an automatic
exercise) or otherwise canceled and all payments to the Participants made as
provided herein, the Warrant Agent shall dispose of the canceled Global Warrant
Certificate in accordance with its customary procedures (unless instructed by
the Company to deliver the Global Warrant Certificate to the Company) and shall
provide a certificate of disposition to the Company.


                                      26
<PAGE>


                                   ARTICLE 3
             OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

     SECTION 3.01. Warrantholder 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 its own behalf, enforce, and may
institute and maintain, any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, its right to exercise, and to
receive payment for, its Warrants as provided in this Agreement.

                                   ARTICLE 4
               WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

     SECTION 4.01. Warrants Acquired by the Company. In the event the Company
shall purchase or otherwise acquire Warrants, such Warrants may, at the option
of the Company, be (i) in the case of Certificated Warrants, delivered to the
Warrant Agent, and if so delivered, the Warrant Agent shall promptly cancel
such Warrants on the records of the Warrant Agent or (ii) in the case of
Book-Entry Warrants, surrendered free through a Participant to the Depository
for credit to the account of the Warrant Agent maintained at the Depository,
and if so credited, the Warrant Agent shall promptly note the cancellation of
such Warrants by notation on the records of the Warrant Agent and the Warrant
Agent shall cause its records to be marked to reflect the reduction in the
number of Warrants represented by the Global Warrant Certificate by the number
of Warrants so canceled promptly after such account is credited. In the case of
Book-Entry Warrants, such Warrants may also, at the option of the Company, be
resold by the Company directly or to or through any of its affiliates in lieu
of being surrendered to the Depository. No Warrant Certificate shall be
countersigned in lieu of or in exchange for any Warrant which is canceled as
provided herein, except as otherwise expressly permitted by this Agreement.

     Any canceled Warrant Certificate held by the Warrant Agent under this
Agreement shall be disposed of by the Warrant Agent in accordance with its
customary procedures unless otherwise directed by the Company, and the Warrant
Agent shall deliver a certificate of disposition to the Company evidencing the
same.

     SECTION 4.02. Payment of Taxes. The Company will pay all stamp,
withholding and other duties, if any, attributable to the initial issuance of
Warrants; provided, however, that, anything in this Agreement to the contrary
notwithstanding, the Company shall not be required to pay any tax or other


                                      27
<PAGE>


governmental charge which may be payable in respect of any transfer involving
any beneficial or record interest in, or ownership interest of, any Warrants,
Warrant Certificates or Global Warrant Certificate which tax or other
governmental charge shall be paid by the appropriate Warrantholder or
Registered Holder.

                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

     SECTION 5.01. Warrant Agent. The Company hereby appoints
[_____________________] as Warrant Agent of the Company in respect of the
Warrants upon the terms and subject to the conditions set forth herein; and
[_____________________] hereby accepts such appointment. The Warrant Agent
shall have the powers and authority granted to and conferred upon it in this
Agreement and such further powers and authority to act on behalf of the Company
as the Company may hereafter grant to or confer upon it with its consent. All
of the terms and provisions with respect to such powers and authority contained
in any Warrant Certificates or the Global Warrant Certificate are subject to
and governed by the terms and provisions hereof.

     SECTION 5.02. Condition 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 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 attorneys' fees and expenses) incurred by the Warrant Agent
without 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, as well as the reasonable costs and expenses of
defending against any claim of liability in the premises. The obligations of
the Company under this Section 5.02(a) shall survive the termination of this
Agreement.


                                      28
<PAGE>


     (b) In acting under this Agreement, 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
(including counsel to the Company), 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 thing suffered by it in reliance upon any
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 behalf of, or as depository,
trustee or agent for, any committee or body of owners or holders of Warrants or
other obligations of the Company as freely as if it were not the Warrant Agent
hereunder.

     (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 nor shall it be obligated to segregate such monies from other monies
held by it, except as required by law. The Warrant Agent shall not be
responsible for advancing funds on behalf of the Company.

     (g) The Warrant Agent shall not be under any responsibility with respect
to the validity or sufficiency of this Agreement or the execution and delivery
hereof (except the due authorization, execution and delivery hereof by the
Warrant Agent) or with respect to the validity or execution of the Warrant
Certificates or the Global Warrant Certificate (except its countersignature
thereof).

     (h) The recitals contained herein and in the Warrant Certificates or the
Global Warrant Certificate (except as to the Warrant Agent's countersignature
thereon) shall be taken as the statements of the Company, and the Warrant Agent
assumes no responsibility for the correctness of the same.


                                      29
<PAGE>


     (i) The Warrant Agent shall be obligated to perform such duties as are
herein specifically set forth, and no implied duties or obligations shall be
read into this Agreement 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 is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or under any
duty or responsibility 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 this
Agreement or in any Warrant Certificate or the Global Warrant Certificate or in
the case of the receipt of any written demand from a holder of a Warrant 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 6.02 hereof,
to make any demand upon the Company.

     SECTION 5.03. Resignation and Appointment of Successor. (a) The Company
agrees, for the benefit of the holders from time to time of the Warrants, that
there shall at all times be a Warrant Agent hereunder until all the Warrants
are no longer outstanding or until monies 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 2.06, 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, have a
combined capital and surplus of at least $100,000,000 (as set forth in its most
recent reports of condition published pursuant to law or to the requirements of
any United States federal or state regulatory or supervisory authority) and
having an office in the Borough of Manhattan, The City of New York) and the
acceptance of such appointment by such successor Warrant Agent. In the event a
successor Warrant Agent has not been appointed and accepted its duties within
90 days of the Warrant Agent's notice of resignation, the Warrant Agent may
apply to any court of competent jurisdiction for the designation of a successor
Warrant Agent. The obligation of the Company under Section 5.02(a) shall
continue to the extent set forth therein notwithstanding the resignation or
removal of the Warrant Agent.


                                      30
<PAGE>


     (c) In case at any time the Warrant Agent shall give notice of its intent
to 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
of 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
promptly 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 (including, without limitation, the Warrant Register), 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 corporate agency 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.


                                      31
<PAGE>


                                   ARTICLE 6
                                 MISCELLANEOUS

     SECTION 6.01. Amendment. (a) This Agreement and the terms of the Warrants
may be amended by the Company, the Warrant Agent and the Determination Agent,
without the consent of the Warrantholders, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein or therein or in any other manner which
the Company may deem necessary or desirable and which will not materially and
adversely affect the interests of the owners or holders of the Warrants.
Notwithstanding anything in this Section 6.01 to the contrary, this Agreement
may not be amended to provide for the countersigning by the Warrant Agent of
Warrant Certificates evidencing in the aggregate in excess of [maximum number
of issuable Warrants] Warrants unless and until the Warrant Agent has received
notice from the [exchange on which Warrants are to be listed] or any successor
United States national securities exchange that the additional Warrants in
excess of [maximum number of issuable Warrants] have been approved for listing
on such exchange.

     (b) The Company, the Warrant Agent and the Determination Agent may modify
or amend this Agreement, with the consent of Warrantholders (by vote of
Registered Holders or, in the case of Warrants held through the Depository,
acting through a Participant or the Depository) holding not less than a
majority in number of the then outstanding Warrants affected by such
modification or amendment, for any purpose; provided, however, that no such
modification or amendment that [increases the strike level or base value, in
the case of call warrants] [decreases the strike level or base value, in the
case of put warrants], 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 whose holders is required for modification
or amendment of this Agreement, may be made without the consent of each
Warrantholder affected thereby. In the case of Warrants evidenced by a Global
Warrant Certificate, 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 the
relevant Global Warrant Certificate. Such certification may be provided by
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 Participants.

     SECTION 6.02. Notices and Demands to the Company, the Warrant Agent and
the Determination Agent. If the Warrant Agent or the Determination Agent


                                      32
<PAGE>


shall receive any notice or demand addressed to the Company by any Registered
Holder or Participant pursuant to the provisions of this Agreement, the Warrant
Agent or the Determination Agent, as the case may be, shall promptly forward
such notice or demand to the Company.

     SECTION 6.03. Addresses for Notices. Any communications to the Warrant
Agent with respect to this Agreement shall be addressed to
[_____________________], Attention: [____________], and any communications to
the Company with respect to this Agreement shall be addressed to J.P. Morgan
Chase & Co., 270 Park Avenue, New York, New York 10017-2070, Attention:
Corporate Secretary, and any communications to the Determination Agent with
respect to this Agreement shall be addressed to [_____________________] (or
such other address as shall be specified in writing by the Warrant Agent, the
Company or the Determination Agent, respectively).

     SECTION 6.04. Notices to Holders. The Company may cause to have notice
given to the holders of Warrants by providing the Warrant Agent with a form of
notice to be distributed by (i) in the case of Certificated Warrants, the
Warrant Agent to Registered Holders or (ii) in the case of Book-Entry Warrants,
the Depository to be distributed by the Depository to Participants in
accordance with the custom and practices of the Depository.

     SECTION 6.05. Obtaining of Approvals. The Company will from time to time
take all action which may be necessary to obtain and keep effective (a) any and
all permits, consents and approvals of governmental agencies and authorities
and the [exchange on which the Warrants are listed] or any successor national
securities exchange an (b) any and all filings or notices under United States
Federal and State securities laws, which may be or become required in
connection with the issuance, sale, trading, transfer or delivery of the
Warrant Certificates, the Global Warrant Certificate or the exercise of the
Warrants.

     SECTION 6.06. Persons Having Rights under this 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 contained in this Agreement
shall be for the sole and exclusive benefit of the Company, the Warrant Agent,
and their respective successors, the registered holder of the Global Warrant
Certificate and of the Warrantholders.


                                      33
<PAGE>


     SECTION 6.07. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the Warrant Agent's Office for inspection
by the Warrantholders, Participants or any person certified by any Participant
to be an indirect participant of the Depository or any person certified by any
Participant to be a Warrantholder, in each case, on behalf of whom such
Participant holds Warrants.

     SECTION 6.08. Headings. The descriptive headings of the several Articles d
Sections this Agreement are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.

     SECTION 6.09. 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. Applicable Law. This Agreement and each Warrant shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.


                                      34
<PAGE>


     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:
                                               ---------------------------------
                                               Name:
                                               Title:


                                            [                     ]
                                             ---------------------


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                            [                     ]
                                             ---------------------


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                      35
<PAGE>


                                                                      EXHIBIT A


                          FORM OF WARRANT CERTIFICATE

                                      FACE

NO. C-                                                           CUSIP _________

                            J.P. MORGAN CHASE & CO.


                              [Title of Warrants]

     This Warrant Certificate certifies that _____, or registered assigns, is
the registered holder of ______________ [title of Warrants] (the "Warrants").
Upon receipt by the Warrant Agent of this Warrant Certificate and the Exercise
Notice on the reverse hereof (or an Exercise Notice in substantially identical
form delivered herewith), duly completed and executed, at the offices of the
Warrant Agent in the Borough of Manhattan, The City of New York, each Warrant
evidenced hereby entitles the registered owner hereof (each a "Warrantholder")
to receive, subject to the terms and conditions set forth herein and in the
Warrant Agreement, from J.P. Morgan Chase & Co., the Cash Settlement Value in
[payment currency] (the "Cash Settlement Value") equal to [formula or method of
calculation for cash settlement value]; provided, however, that if such amount
is less than or equal to zero, then the Cash Settlement Value shall be zero. In
no event shall a Warrantholder be entitled to any interest on any Cash
Settlement Value.

     The Warrants will not entitle the Warrantholders to any of the rights of
the holder of any security underlying the Index (an "Underlying Security")
[alternative provision for indices not based on securities]. A Warrant will not
require or entitle the Warrantholder thereof to sell, deliver, purchase or take
delivery of any Underlying Security to or from the Company [alternative
provision for indices not based on securities], nor will the Company be under
any obligation to, nor will it, purchase or take delivery of, or sell or
deliver, any such security to or from Warrantholders.


<PAGE>


     Subject to the terms and conditions set forth herein and in the Warrant
Agreement, each Warrant may be exercised, on any New York Business Day during
the period from its date of issuance until 3:00 p.m., New York City time, on
the earlier of (i) the New York Business Day immediately preceding the date,
established in or pursuant to a Board Resolution or Resolutions, upon which the
right to exercise the Warrants expires (the "Expiration Date") and (ii) any
Delisting Date (as defined herein). Any Warrant not exercised (including by
reason of any postponed exercise as described on the reverse hereof or in the
Warrant Agreement) at or before 3:00 P.M., New York City time, on the earlier
of (i) the New York Business Day immediately preceding the Expiration Date and
(ii) any Delisting Date, will be automatically exercised.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.


                                      A-2
<PAGE>


     IN WITNESS WHEREOF, J.P. Morgan Chase & Co. has caused this instrument to
be duly executed.



Dated: _________________________________    J.P. MORGAN CHASE & CO.


[SEAL]                                      By:________________________________
                                               Name:
                                               Title:

Attest:


By:_____________________________________
                (Secretary)


Countersigned as of the date above written:

[_____________________], as Warrant
Agent


By:_____________________________________
           Authorized Officer


                                      A-3
<PAGE>


                                   [REVERSE]


                            J.P. MORGAN CHASE & CO.


     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued by the Company pursuant to a Warrant
Agreement, dated as of ________________ (the "Warrant Agreement"), among the
Company, [_____________________] (the "Warrant Agent") and
[_____________________] (the "Determination Agent") and is subject to the terms
and provisions contained in the Warrant Agreement, to all of which terms and
provisions each Warrantholder consents by acceptance of this Warrant
Certificate and which Warrant Agreement is hereby incorporated by reference in
and made a part of this Warrant Certificate. A copy of the Warrant Agreement is
on file at the Warrant Agent's Office (as defined herein).

     The Warrants are unsecured contractual obligations of the Company and rank
on a parity with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

     Subject to the provisions hereof and the Warrant Agreement, each Warrant
may be exercised during the period from its date of issuance until 3:00 p.m.,
New York City time, on the earlier of (i) the New York Business Day immediately
preceding the Expiration Date and (ii) any Delisting Date (as defined herein)
by delivering or causing to be delivered this Warrant Certificate and attached
Exercise Notice (or an Exercise Notice in substantially identical form), duly
completed and executed, to the Warrant Agent's offices in the Borough of
Manhattan, The City of New York (the "Warrant Agent's Office"), which are, on
the date hereof, located at [_____________________] or at such other address as
the Warrant Agent may specify from time to time.

     Each Warrant entitles the Warrantholder to receive, upon exercise
(including automatic exercise), the Cash Settlement Value of such Warrant,
except that, under the circumstances described below and in the Warrant
Agreement, such Warrantholder may instead receive the Alternative Settlement
Amount for such Warrant. The "Cash Settlement Value" of a Warrant shall be an
amount in [payment currency] equal to [formula or method of calculation for
cash settlement value]; provided, however, that if such amount is less than or
equal to zero, then the Cash Settlement Value shall be zero.

     [The "Strike Level" is _____ which was determined by the Determination
Agent and is [formula for strike level] [if applicable, the "Base


                                      A-4
<PAGE>


Value" is ____ which was determined by the Determination Agent and is [formula
for base value]].

     The Company has appointed [_____________________] to be its Determination
Agent to make such calculations as may be required upon the occurrence of
certain circumstances, as described in the Warrant Agreement and herein. The
Determination Agent shall act as an independent expert and not as an agent of
the Company, and, unless otherwise provided by the Warrant Agreement, its
calculations and determinations under the Warrant Agreement and this Warrant
Certificate shall, absent manifest error, be final and binding on the Company,
the Warrant Agent and the Warrantholders. Any such calculations will be made
available to a Warrantholder for inspection at the Warrant Agent's office. The
Determination Agent will have no responsibility for good faith errors or
omissions in calculating or disseminating information regarding the Index, any
Successor Index, adjustments or calculations by the Determination Agent in
order to arrive at a calculation of a stock index comparable to the Index or
any Successor Index, or the Cash Settlement Value or the Alternative Settlement
Amount, as applicable.

     In the event that the [Reference Index] is not published by the Index
Publisher but is published by another person not affiliated with the Company
and acceptable to the Company (the "Third Party"), then the Spot Value for any
date thereafter will be determined based on the closing level of the [Reference
Index] as published by such Third Party. If the Index Publisher or any Third
Party discontinues publication of the [Reference Index] and publishes a
successor or substitute index that the Company determines, in its sole
discretion, to be comparable to the [Reference Index] (any such index being a
"Successor Index"), then the Spot Value for any date thereafter will be
determined by the Determination Agent on behalf of the Company based on the
closing level of the Successor Index on such date. If the Index Publisher or
any Third Party makes a material change in the formula for, or the method of
calculating, the [Reference Index] or any Successor Index, the Determination
Agent shall make such calculations as may be required to determine the
applicable Cash Settlement Value using the formula and method of calculating
the Index or any Successor Index as in effect prior to such change or
modification. If the Index Publisher and/or any Third Party discontinues
publication of the [Reference Index] and/or any Successor Index, the
Determination Agent will determine the applicable Cash Settlement Value based
on the formula and method used in calculating the [Reference Index] or any
Successor Index as in effect on the date the [Reference Index] or such
Successor Index was last published.

     Except for Warrants subject to automatic exercise, or Warrants subject to
the Limit Option, the "Exercise Date" for a Warrant will be (i) the New York
Business Day on which the Warrant Agent receives the Warrant and Exercise


                                      A-5
<PAGE>


Notice in proper form with respect to such Warrant, if received at or prior to
3:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent
receives such Warrant or Exercise Notice after 3:00 P.M., New York City time,
on a New York Business Day, then the next New York Business Day succeeding the
New York Business Day on which such Warrant or Exercise Notice is received. All
Warrants for which the Warrant Agent has not received a valid Exercise Notice
at or prior to 3:00 P.M., New York City time, on (i) the New York Business Day
immediately preceding the Expiration Date or (ii) any Delisting Date, as the
case may be, or for which the Warrant Agent has received a valid Exercise
Notice but with respect to which timely delivery of the relevant Warrants has
not been made, together with any Warrants the Valuation Date for which has at
such time been postponed as described below, will be automatically exercised.
The Exercise Date for such Warrants will be the Expiration Date or any
Delisting Date, as the case may be, or, if such date is not a New York Business
Day, the next succeeding New York Business Day. The Warrant Agent will obtain
the Spot Value (determined as of the first Index Calculation Day following such
date, which will be the Valuation Date for such Warrants except in the case of
a postponed exercise following the occurrence of an Extraordinary Event or an
Exercise Limitation Event) and will determine the Cash Settlement Value, if
any, of such Warrants.

     Subject to the Warrant Agreement and this Warrant Certificate, the
"Valuation Date" for a Warrant will be the first Index Calculation Day
following the applicable Exercise Date, subject to postponement upon the
occurrence of an Extraordinary Event or Exercise Limitation Event or as a
result of the exercise of a number of Warrants exceeding the limits on
exercise, all as described below. For purposes of this Certificate, "Index
Calculation Date" means any day the Index or any Successor Index is calculated
and published.

     All Warrants for which the Warrant Agent has not received a valid Exercise
Notice at or prior to 3:00 p.m., New York City time, on (i) the New York
Business Day immediately preceding the Expiration Date or (ii) any Delisting
Date, as the case may be, together with any Warrants the Valuation Date for
which has at such time been postponed as described below, will be automatically
exercised. The Exercise Date for such Warrants will be the Expiration Date or
any Delisting Date, as the case may be, or, if such date is not a New York
Business Day, the next succeeding New York Business Day. The Warrant Agent will
obtain the Spot Value (determined as of the first Index Calculation Date
following such date, which will be the Valuation Date for such Warrants except
in the case of a postponed exercise following the occurrence of an
Extraordinary Event or Exercise Limitation Event) and will determine the Cash
Settlement Value, if any, of such Warrants.


                                      A-6
<PAGE>


     If the Exercise Notice is not rejected as provided in the Warrant
Agreement, then the Warrant Agent or the Determination Agent, as the case may
be, will determine the Cash Settlement Value of the exercised Warrants in
accordance with the terms of the Warrant Agreement. Except in the case of
Warrants subject to automatic exercise and for Warrants that upon exercise
entitle the holder thereof to receive an Alternative Settlement Amount in lieu
of the Cash Settlement Value, if on any Valuation Date the Cash Settlement
Value for any Warrants then exercised would be zero, then the attempted
exercise of any such Warrants shall be void and of no effect and the Warrant
Certificate evidencing such Warrants will be returned to the registered holder
of the Warrant by first class mail at the Company's expense and such holder
shall be permitted to re- exercise such Warrants prior to the Expiration Date
or any Delisting Date, as the case may be.

     Except in the case of Warrants subject to automatic exercise and for
Warrants that upon exercise entitle the holder thereof to receive an
Alternative Settlement Amount in lieu of the Cash Settlement Value, if 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 fourth New York Business Day following the Valuation Date (or, if the
Valuation Date is not a New York Business Day, on the fourth New York Business
Day following the New York Business Day next succeeding the Valuation Date)
(the "Funding Date"), the Warrant Agent will be responsible for making payment
available to each Registered Holder of an exercised Warrant in the form of a
cashier's check or an official bank check, or (in the case of payments of at
least $100,000) by wire transfer to a U.S. dollar bank account maintained by
such registered holder in the United States (at the registered holder's
election as specified in the Exercise Notice) after 3:00 p.m. New York City
time but prior to the close of business on the first New York Business Day
immediately succeeding such Funding Date against receipt by the Warrant Agent
at the Warrant Agent's office of such Registered Holder's Warrant Certificates.

     With respect to automatically exercised Warrants, if the Company has made
adequate funds available to the Warrant Agent not later than 3:00 p.m., New
York City time, on the fourth New York Business Day following the Valuation
Date for automatically exercised Warrants (or, if such Valuation Date is not a
New York Business Day, on the fourth New York Business Day following the New
York Business Day next succeeding such Valuation Date) (in any such case, the
"Automatic Funding Date"), funds in an amount equal to, and for the payment of,
the aggregate Cash Settlement Value of such Warrants, the Warrant Agent will
thereafter be responsible for making payment available to each Registered
Holder of the Warrants in the form of a cashier's check or an official bank
check, or (in the case of payments of at least $100,000) by wire transfer to a
U.S. dollar bank


                                      A-7
<PAGE>


account maintained by such holder in the United States (at such holder's
election and upon proper notice being given to the Company and the Warrant
Agent), after 3:00 p.m., New York City time, but prior to the close of business
on the Automatic Funding Date, against receipt by the Warrant Agent at the
Warrant Agent's Office of such Registered Holder's Warrant Certificates. Such
payment shall be in the amount equal to the aggregate Cash Settlement Value of
the Warrants evidenced by such Warrant Certificates.

     Anything in the Warrant Agreement or in this Warrant Certificate to the
contrary notwithstanding, if the Company determines that an Extraordinary Event
or an Exercise Limitation Event has occurred and is continuing on the Home
Country Business Day (as defined herein) with respect to which the Spot Value
on a Valuation Date is to be determined (the "Applicable Home Country Business
Day"), then the Cash Settlement Value in respect of an exercise shall be
calculated on the basis that the Valuation Date shall be the next Index
Calculation Day following an Applicable Home Country Business Day on which
there is no Extraordinary Event or Exercise Limitation Event; provided that, if
the Valuation Date has not occurred on or prior to the Expiration Date or any
Delisting Date, Warrantholders will receive the Alternative Settlement Amount
in lieu of the Cash Settlement Value which shall be calculated as if the
Warrants had been canceled on the Expiration Date or any Delisting Date, as the
case may be. The term "Home Country Business Day" means any day other than a
day on which the principal trading market for the Underlying Securities is not
open for securities trading [other provisions if the principal trading markets
for the Underlying Securities are in more than one country] [alternative
provision for indices not based on securities].

     Upon the occurrence of an Extraordinary Event or an Exercise Limitation
Event, the Company shall use its best efforts to notify the Warrant Agent and
the Determination Agent promptly that an Extraordinary Event or Exercise
Limitation Event, as the case may be, has occurred and shall promptly give
notice to the Warrantholders by publication in a United States newspaper with a
national circulation that an Extraordinary Event or an Exercise Limitation
Event has occurred.

     If the Company determines that an Extraordinary Event or an Exercise
Limitation Event has occurred and is continuing on the Expiration Date or on
any Delisting Date, the Company shall so notify the Warrant Agent and the
Determination Agent, and the Cash Settlement Value with respect to the
exercised Warrants shall be equal to, and be calculated in the same manner as,
an "Alternative Settlement Amount", in accordance with the Warrant Agreement
(treating the Expiration Date or any Delisting Date, as the case may be, as the
date on which the Warrants were canceled.


                                      A-8
<PAGE>


     If the Company determines that an Extraordinary Event has occurred and is
continuing, and if the Extraordinary Event is expected by the Company to
continue, the Company may immediately cancel the Warrants by notifying the
Warrant Agent of such cancellation (the date such notice is given being the
"Cancellation Date"), and each Warrantholder's rights under the Warrants and
the Warrant Agreement shall thereupon cease; provided, that each Warrant shall
be exercised (even if such Warrant would not otherwise be exercisable on such
date because of the Limit Option) on the basis that the Valuation Date for such
Warrant shall be the Cancellation Date and the holder of each such Warrant
shall have the right to receive, in lieu of the Cash Settlement Value of such
Warrant an amount (the "Alternative Settlement Amount"), determined by the
Determination Agent.

     With respect to all Warrant Certificates as to which the Valuation Date
has been postponed or which have been canceled as described above, if the
Company has made adequate funds available to the Warrant Agent not later than
3:00 p.m., New York City time, on the third New York Business Day following the
date on which the Cash Settlement Value or Alternative Settlement Amount, as
the case may be, has been calculated (the "Alternative Funding Date"), the
Warrant Agent will thereafter be responsible for making payment available to
each Registered Holder of the Warrants that submitted a Warrant Certificate
(and in the case of cancellation to each Registered Holder) in the form of a
cashier's check or an official bank check, or (in the case of payments of at
least $100,000) by wire transfer to a U.S. dollar bank account maintained by
such holder in the United States (at such holder's election and upon proper
notice being given to the Company and the Warrant Agent), after 3:00 p.m., New
York City time, but prior to the close of business on the Alternative Funding
Date, against receipt by the Warrant Agent at the Warrant Agent's Office of
such Registered Holder's Warrant Certificates. Such payment shall be in the
amount equal to the aggregate Cash Settlement Value or Alternative Settlement
Amount, as the case may be, of the Warrants evidenced by such Warrant
Certificates.

     The "Alternative Settlement Amount" shall be an amount, determined by the
Determination Agent, which is equal to the amount "X" calculated using the
formula set forth below:

     X = I + (T/2 x A/B)

     where

     I = the Cash Settlement Value of the Warrants determined as
         described above, but calculated with a Spot Value determined
         by the Determination Agent which, subject to approval by the
         Company


                                      A-9
<PAGE>



         (such approval not to be unreasonably withheld), in the
         reasonable opinion of the Determination Agent, fairly
         reflects the value of the Underlying Securities [alternative
         provision for indices not based on securities] on the
         Cancellation Date, Expiration Date or Delisting Date,
         whichever has given rise to the payment of the Alternative
         Settlement Amount;

     T = the initial offering price per Warrant;

     A = the total number of days from but excluding the
         Cancellation Date, Expiration Date or Delisting Date,
         whichever has given rise to the payment of the Alternative
         Settlement Amount for such Warrants, to and including the
         Expiration Date; and

     B = the total number of days from, but excluding the date on
         which sales of the Warrants were initially confirmed, to and
         including the Expiration Date.

     For purposes of determining "I" in the above formula, in the event that
the Determination Agent and the Company are required, but have not, after good
faith consultation with each other and within five days following the first day
upon which such Alternative Settlement Amount may be calculated in accordance
with the above formula, agreed upon a Spot Value which fairly reflects the
value of the Underlying Securities [alternative provision for indices not based
on securities] on the Cancellation Date, Expiration Date or Delisting Date,
whichever gives rise to the payment of the Alternative Settlement Amount then
the Determination Agent shall promptly nominate a third party, subject to
approval by the Company (such approval not to be unreasonably withheld), to
determine such figure and calculate the Alternative Settlement Amount in
accordance with the above formula. Such party shall act as an independent
expert and not as an agent of the Company or the Determination Agent, and its
calculation and determination of the Alternative Settlement Amount shall,
absent manifest error, be final and binding on the Company, the Warrant Agent,
the Determination Agent and the Warrantholders. Any such calculations will be
made available to a Warrantholder for inspection at the Warrant Agent's Office.
Neither the Company nor such third party shall have any responsibility for good
faith errors or omissions in calculating the Alternative Settlement Amount.

     "Extraordinary Event" means any of the following events:


                                      A-10
<PAGE>


          (i) a suspension or absence of trading on [principal market in which
     the Underlying Securities are traded] [other provisions if there is more
     than one principal trading market for the Underlying Securities]
     [alternative provision for indices not based on securities] of all of the
     Underlying Securities which then comprise the [Reference Index] or a
     Successor Index;

          (ii) the enactment, publication, decree or other promulgation of any
     statute, regulation, rule or order of any court or any other U.S. or non-
     U.S. governmental authority that would make it unlawful for the Company to
     perform any of its obligations under the Warrant Agreement or the Warrants
     or that has or will have a material adverse effect on the ability of the
     Company to perform its obligations under the Warrants or to modify the
     hedge of its position with respect to the [Reference Index]; or

          (iii) any outbreak or escalation of hostilities or other national or
     international calamity or crisis (including, without limitation, natural
     calamities that in the opinion of the Company may materially and adversely
     affect the economy of [country of principal market in which the Underlying
     Securities are traded] or the trading of securities generally on the
     [principal market in which the Underlying Securities are traded]) that has
     or will have a material adverse effect on the ability of the Company to
     perform its obligations under the Warrants or to modify the hedge of its
     position with respect to the [Reference Index].

     For the purposes of determining whether an Extraordinary Event has
occurred: (1) a limitation on the hours or number of days of trading will not
constitute an Extraordinary Event if it results from an announced change in the
regular business hours of the [principal market in which the Underlying
Securities are traded] and (2) an "absence of trading" on the [principal market
in which the Underlying Securities are traded] will not include any time when
the [principal market in which the Underlying Securities are traded] is closed
for trading under ordinary circumstances.

     "Exercise Limitation Event" means either of the following events:

          (i) a suspension, material limitation or absence of trading on the
     [principal market in which the Underlying Securities are traded] of (a)
     [___]% or more of the Underlying Securities and/or (b) the securities of
     [percentage or number] of the most highly capitalized companies included
     in the Underlying Securities which then comprise the [Reference Index] or
     a Successor Index; or


                                      A-11
<PAGE>


          [(ii) the suspension or material limitation on the [relevant futures
     exchange(s) with respect to the Underlying Securities)] or any other major
     futures or securities market of trading in futures or options contracts
     related to the [other relevant index], the [Reference Index] or a
     Successor Index.]

     For the purposes of determining whether an Exercise Limitation Event has
occurred: (1) a limitation on the hours or number of days of trading will not
constitute an Exercise Limitation Event if it results from an announced change
in the regular business hours of the relevant market or exchange, [(2) a
decision to permanently discontinue trading in the relevant futures or options
contract will not constitute an Exercise Limitation Event,] (3) a suspension in
trading in an Underlying Security [or in a futures or options contract]
referred to in clause[s] ) [and (ii)] above, by reason of (x) a price change
violating limits set by the [principal market in which the Underlying
Securities are traded] [or the relevant futures exchange(s) with respect to the
Underlying Securities] or such [futures or] securities market, (y) an imbalance
of orders relating to an Underlying Security [or such contracts] or (z) a
disparity in bid and ask quotes relating to an Underlying Security [or such
contracts], will constitute a suspension or material limitation of trading, (4)
an "absence of trading" in the [principal market in which the Underlying
Securities are traded] will not include any time when the [principal market in
which the Underlying Securities are traded] is closed for trading under
ordinary circumstances and (5) the occurrence of an Extraordinary Event
described in clause ) of the definition of Extraordinary Event will not
constitute, and will supersede the occurrence of, an Exercise Limitation Event.

     All exercises of Warrants (other than on automatic exercise or upon
cancellation) are subject, at the Company's option, to the limitation that not
more than [limit on aggregate number of Warrants to be exercised on any day]
Warrants in total may be exercised on any Exercise Date and not more than
[individual limit] Warrants may be exercised by or on behalf of any beneficial
owner, either individually or in concert with any other beneficial owner, on
any Exercise Date. If any New York Business Day would otherwise, under the
terms hereof, be the Exercise Date in respect of more than [limit on aggregate
number of Warrants to be exercised on any day] Warrants, then at the Company's
election (by giving notice thereof to the Warrant Agent not later than 11:00
a.m., New York City time, on the New York Business Day immediately following
such Exercise Date), [limit on aggregate number of Warrants to be exercised on
any day] of such Warrants shall be deemed exercised on such Exercise Date
(selected by the Warrant Agent on a pro rata basis, but if, as a result of such
pro rata selection, any Registered Holders of Warrants would be deemed to have
exercised less than [minimum exercise amount] Warrants, then the Warrant


                                      A-12
<PAGE>


Agent shall first select an additional amount of such holders' Warrants so that
no holder shall be deemed to have exercised less than [minimum exercise amount]
Warrants), and the remainder of such Warrants (the "Remaining Warrants") shall
be deemed exercised on the following New York Business Day (notwithstanding the
provisions of the Warrant Agreement); provided that in the event that the
aggregate number of such Remaining Warrants, together with any additional
Warrants with respect to which the Exercise Date would be such following New
York Business Day, exceeds [limit on aggregate number of Warrants to be
exercised on any day] the provisions of this paragraph all apply to the
exercise of such Remaining Warrants and such additional Warrants on such
following New York Business Day and successively until the limitations set
forth in this paragraph d in the Warrant Agreement are no longer exceeded;
provided further, that any such Remaining Warrants shall be deemed exercised
before any such additional Warrants.

     If any beneficial owner of Warrants attempts to exercise more than
[individual limit] Warrants on any New York Business Day, then at the Company's
election (as notified to the Warrant Agent by giving notice thereof to the
Warrant Agent not later than 11:00 a.m., New York City time, on the New York
Business Day following such New York Business Day), [individual limit] of such
Warrants shall be deemed exercised on such New York Business Day and the
remainder of such Warrants shall be deemed exercised on the following New York
Business Day (notwithstanding any inconsistent provisions in the Warrant
Agreement); provided that in the event that the aggregate number of such
remaining Warrants, together with any additional Warrants of such beneficial
owner with respect to which the Exercise Date would be such following New York
Business Day, exceeds [individual limit], at the Company's election (as
notified in the manner described above), the provisions of this paragraph all
apply to the exercise of such remaining Warrants and such additional Warrants
on such following New York Business Day and successively until the limitations
set forth in this paragraph d in the Warrant Agreement are no longer exceeded;
provided further, that any such remaining Warrants shall be deemed exercised
before any such additional Warrants of such beneficial owner. The date on which
any Warrant is deemed exercised under the preceding sentences shall for all
purposes of this Warrant Certificate be deemed to be the "Exercise Date" in
respect of such Warrants.

     Prior to due presentment for registration of transfer, 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 whatsoever, and as the person entitled to exercise the
rights represented by the Warrants evidenced hereby, and neither the Company


                                      A-13
<PAGE>


nor the Warrant Agent, nor any agent of the Company or the Warrant Agent, shall
be affected by any notice to the contrary.

     The Warrant Agent will, in accordance with the Warrant Agreement, from
time to time register the transfer of this Warrant Certificate upon surrender
hereof at the Warrant Agent's Office accompanied by a written instrument or
instruments of transfer in form satisfactory to the Warrant Agent duly executed
by, the registered holder(s) hereof, a duly appointed legal representative or
duly authorized attorney. Such signature must be guaranteed by a bank or trust
company having a correspondent office in New York City or by a broker or dealer
which is a member of the National Association of Securities Dealers, Inc. (the
"NASD") or by a member of a national securities exchange. A new Warrant
Certificate shall be issued to the transferee(s) upon any such registration of
transfer, and this Warrant Certificate shall be canceled by the Warrant Agent.

     In order to be exchanged for a Warrant in book-entry form, a Warrant
Certificate must be delivered to DTC, in proper form for deposit, by a
Participant. Accordingly, unless Warrants are purchased in book-entry form, a
Warrantholder who is not a Participant must deliver his Warrant Certificate, in
proper form for deposit, to a Participant, either directly or through an
indirect participant (such as a bank, brokerage firm, dealer or trust company
that clears through, or maintains a custodial relationship with, a Participant)
or brokerage firm which maintains an account with a Participant, in order to
have its Warrant Certificate exchanged for a Warrant in book-entry form.

     Warrant Certificates received by The Depository Trust Company ("DTC") for
exchange will be exchanged for Warrants in book-entry form by the close of
business on the New York Business Day that such Certificates are received by
DTC (if received by DTC at its then applicable cut-off time for same day
credit) or on the following New York Business Day (if received by DTC at its
then applicable cut-off time for next day credit). Warrants surrendered at any
time for exchange for book-entry Warrants may not be exercised or delivered for
settlement or transfer until such exchange has been effected. The Company has
been informed by Clearstream and Euroclear that such clearing agencies will
clear Warrants in book-entry form and that Warrants may not be held in
certificated form through their facilities. Once a Warrantholder has elected to
exchange for a Warrant in book-entry form, such Warrantholder may hold his
Warrants only in book-entry form and will not be able to change his election or
withdraw from the book-entry system thereafter except as provided in the
Warrant Agreement.

     Except for Warrants subject to automatic exercise and with respect to
payments of any Alternative Settlement Amount, each Warrantholder, in
connection with any exercise of Warrants (including a postponed exercise


                                      A-14
<PAGE>


following an Extraordinary Event or an Exercise Limitation Event), will have
the option (the "Limit Option") to specify that such Warrants are not to be
exercised if the Spot Value that would otherwise be used to determine the Cash
Settlement Value of such Warrants is [minimum number of points] or more points
[lower in the case of call warrants] [higher in the case of put warrants]
[formula] than the closing level of the [Reference Index] for the day specified
below (such closing level, the "Limit Option Reference Index Value"). A
Warrantholder's election of the Limit Option must be specified in the
applicable Exercise Notice delivered to the Warrant Agent. The Limit Option
Reference Index Value will be the closing level of the [Reference Index] on the
relevant Exercise Date (or if such day is not an Index Calculation Day, on the
immediately preceding Index Calculation Day). If an Exercise Notice and the
related Warrants are received after 3:00 P.M., New York City time, on a given
day, the applicable Limit Option Reference Index Value will be determined as of
the next day that is also a New York Business Day (or, if such day is not an
Index Calculation Day, as of the immediately preceding Index Calculation Day).

     Following receipt of an Exercise Notice and the related Warrants subject
to the Limit Option, the Warrant Agent will obtain the applicable Limit Option
Reference Index Value and will determine whether such Warrants will not be
exercised because of the Limit Option. Warrants that are not exercised will be
treated as not having been tendered for exercise and the Warrant Certificate
evidencing such Warrants will be returned to the registered holder by first
class mail at the Company's expense. To exercise such Warrants, a Warrantholder
will be required to cause an Exercise Notice and the related Warrants to be
submitted again to the Warrant Agent. In the case of a postponed Valuation
Date, the Limit Option will continue to apply once elected by a Warrantholder
in connection with an exercise of Warrants on the basis of the Limit Option
Reference Index Value as initially determined for such Warrants, except when
such Valuation Date is postponed until the Expiration Date, any Delisting Date
or the Cancellation Date. Such Warrants will either (i) be exercised on a
delayed basis if the applicable Spot Value on the postponed Valuation Date is
not [minimum number of points] or more points [less in the case of call
warrants] [more in the case of put warrants] [formula] than the Limit Option
Reference Index Value or (ii) be excluded from being exercised if, on any
applicable postponed Valuation Date, the applicable Spot Value is [minimum
number of points] or more points [less in the case of call warrants] [more in
the case of put warrants] [formula] than the Limit Option Reference Index
Value. In connection with any exercise of [double the minimum exercise amount]
or more Warrants, a Warrantholder may elect to subject the exercise of only a
portion of such Warrants to the Limit Option, provided that the number of
Warrants subject to the Limit Option and the number of Warrants not subject to
the Limit Option shall in each case not be less than [the minimum exercise
amount].


                                      A-15
<PAGE>


     As provided in the Warrant Agreement and subject to certain limitations,
this Warrant Certificate may be exchanged for other Warrant Certificates,
representing a like number of Warrants, upon surrender to the Warrant Agent at
the Warrant Agent's Office of this Warrant Certificate. The Company will
thereupon execute, and the Warrant Agent will countersign and deliver, one or
more new Warrant Certificates representing such like number of Warrants. Upon
surrender of this Warrant Certificate for exchange, the Warrant Agent shall
cancel this Warrant Certificate.

     No service charge will be made for any registration of transfer or
exchange of this Warrant Certificate, but the Company may require the payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in relation thereto, other than exchanges not involving any transfer.

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

     For purposes of this Certificate, the "Index" means the [Reference Index]
and the "Spot Value" for any date means the closing level on such date of the
[Reference Index]. References herein to "U.S. dollar," "U.S.$" or "$" are to
the lawful currency of the United States of America [and, references to [other
currency] are to the lawful currency of [country of the principal trading
market of the Underlying Securities]] [alternative provision for indices not
based on securities] [other provision if the principal trading markets of the
Underlying Securities are in more than one country] [alternative provision for
indices not based on securities]. As used herein, "New York Business Day" means
any day other than a Saturday or a Sunday or a day on which either the American
Stock Exchange or the New York Stock Exchange is not open for securities
trading or commercial banks in New York City are required or authorized by law
or executive order to remain closed. As used herein, "Index Calculation Day"
means any day on which the [Reference Index] or any Successor Index is
calculated and published.

     The Warrant Agreement and the terms of the Warrants are subject to
amendment, as provided in the Warrant Agreement.

     This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York.


                                      A-16
<PAGE>


                                Exercise Notice


[Name and address of Warrant Agent]

Attention: ___________________


     1. This Notice DOES/DOES NOT relate to "Contingently Tendered Warrants"
subject to a Limit Option, as provided for in the Warrant Agreement. If this
Exercise Notice relates to any Contingently Tendered Warrants, _____ of such
Warrants are Contingently Tendered Warrants and _____ are not. If the Spot
Value used to determine the Cash Settlement Value of Contingently Tendered
Warrants is [lower in the case of call warrants] [higher in the case of put
warrants] [formula] than the Reference Index by [minimum number of points]
points or more, an Exercise Notice with respect to such Contingently Tendered
Warrants shall be void and of no effect (and shall be disregarded for all
purposes of the Warrant Agreement).

     2. Subject to paragraph the undersigned (the "Owner") hereby irrevocably
exercises _____ Warrants (the "Exercised Warrants") and delivers to you
herewith a Warrant Certificate or Certificates, registered in the Owner's name,
representing a number of Warrants at least equal to the number of Exercised
Warrants. Each beneficial owner of Warrants that is exercising Warrants
pursuant to this Exercise Notice is exercising no fewer than [individual limit]
Warrants and no beneficial owner is acting in concert with any other beneficial
owner in relation to the exercise of the Exercised Warrants.

     3. The Owner hereby directs the Warrant Agent (a) to pay the Cash
Settlement Value, if any, with respect to the Exercised Warrants:

        By cashier's check or an official bank check:

        or

        By wire transfer to the following U.S. dollar bank account in the
        United States:

        (Minimum payments of $100,000 only)

        Bank:________________________________________________________

        ABA Routing No.:_____________________________________________


                                      A-17
<PAGE>


        Account No.: _______________ Reference: _____________________


and (b) if the number of Exercised Warrants is less than the number of Warrants
represented by the enclosed Warrant Certificate, to deliver a Warrant
Certificate representing the unexercised Warrants to


Dated: ______________________________   _______________________________________
                                        (Owner)

                                        By:____________________________________
                                           Authorized Signature
                                           Address:
                                           Telephone:


                                      A-18
<PAGE>


                                                                    EXHIBIT A-1


                       FORM OF GLOBAL WARRANT CERTIFICATE

No.

CUSIP No.

     Unless this Global Warrant Certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Company or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., 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.
                    Global Warrant Certificate Representing

                            [Title of the Warrants]

     This Warrant Certificate certifies that CEDE & CO., or registered assigns,
is the registered holder of the number of [title of the Warrants] (the
"Warrants") set forth from time to time on Schedule hereto. Each Warrant
entitles the beneficial owner thereof (each a "Warrantholder") to receive,
subject to the conditions set forth herein and in the Warrant Agreement, from
J.P. Morgan Chase & Co. (the "Company") the Cash Settlement Value in [payment
currency] (the "Cash Settlement Value") equal to [formula or method of
calculation for cash settlement value]; provided, however, that if such amount
is less than or equal to zero, then the Cash Settlement Value shall be zero. In
no event shall a Warrantholder be entitled to any interest on any Cash
Settlement Value.

     The Warrants will not entitle the Warrantholders to any of the rights of
the holder of any security underlying the Index (an "Underlying Security")
[alternative provision for indices not based on securities]. A Warrant will not
require or entitle the Warrantholder thereof to sell, deliver, purchase or take
delivery of any Underlying Security to or from the Company [alternative
provision for indices not based on securities], nor will the Company be under


                                     A-1-1
<PAGE>


any obligation to, nor will it, purchase or take delivery of, or sell or
deliver, any such security to or from Warrantholders.

     Subject to the terms and conditions set forth herein and in the Warrant
Agreement, each Warrant may be exercised, on any New York Business Day during
the period from its date of issuance until 3:00 p.m., New York City time, on
the earlier of (i) the New York Business Day immediately preceding the date,
established in or pursuant to a Board Resolution or Resolutions, upon which the
right to exercise the Warrants expires (the "Expiration Date") and (ii) any
Delisting Date (as defined herein). Any Warrant not exercised (including by
reason of any postponed exercise as described herein and in the Warrant
Agreement) at or before 3:00 P.M., New York City time, on the earlier of (i)
the New York Business Day immediately preceding the Expiration Date and (ii)
any Delisting Date, will be automatically exercised.

     This Global Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.

     The Warrants evidenced by this Global Warrant Certificate are part of a
duly authorized issue of Warrants issued by the Company pursuant to a Warrant
Agreement, dated as of ________________ (the "Warrant Agreement"), among the
Company, [_____________________] (the "Warrant Agent") and
[_____________________] (the "Determination Agent") and is subject to the terms
and provisions contained in the Warrant Agreement, to all of which terms and
provisions each Warrantholder, the entities through which such Warrantholders
hold their beneficial interests in the Warrants and the Registered Holder of
this Global Warrant Certificate consent by acceptance of this Global Warrant
Certificate by the Depository and which Warrant Agreement is hereby
incorporated by reference in and made a part of this Global Warrant
Certificate. A copy of the Warrant Agreement is on file at the Warrant Agent's
Office (as defined herein).

     The Warrants are unsecured contractual obligations of the Company and rank
on a parity with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

     Subject to the provisions hereof and the Warrant Agreement, each Warrant
represented by this Global Warrant Certificate (each a "Book-Entry Warrant")
may be exercised until 3:00 P.M., New York City time, on the earlier of (i) the
New York Business Day immediately preceding the Expiration Date and (ii) any
Delisting Date (as defined herein), by causing (x) such Warrant to be
transferred free to the Warrant Agent on the records of the Depository in
accordance with the Depository's Deposit/Withdrawal at Custodian procedures and
(y) a duly


                                     A-1-2
<PAGE>


completed and executed Exercise Notice to be received by the Warrant Agent from
a Participant acting, directly or indirectly, on behalf of the Warrantholder;
provided, however, that Exercise Notices are subject to rejection by the
Warrant Agent as provided herein and in the Warrant Agreement.

     In the case of Book-Entry Warrants held through the facilities of
Clearstream or Euroclear, a Warrantholder may exercise each Warrant on any New
York Business Day until 3:00 P.M., New York City time, on the earlier of (i)
the New York Business Day immediately preceding the Expiration Date and (ii)
any Delisting Date by causing (x) such Warrant to be transferred to the Warrant
Agent (in accordance with the preceding paragraph), giving appropriate
instructions either to Clearstream or to the participant holding his Warrants
in Euroclear, as the case may be, and (y) a duly completed and executed
Exercise Notice to be delivered on behalf of the Warrantholder by Clearstream,
in the case of Warrants held through Clearstream, or such participant, in the
case of Warrants held through Euroclear, to the Warrant Agent.

     Each Warrant entitles the Warrantholder to receive, upon exercise
(including automatic exercise), the Cash Settlement Value of such Warrant,
except that, under the circumstances described below and in the Warrant
Agreement, such Warrantholder may instead receive the Alternative Settlement
Amount for such Warrant. The "Cash Settlement Value" of a Warrant shall be an
amount in [payment currency] equal to [formula or method of calculation for
Cash Settlement Value]; provided, however, that if such amount is less than or
equal to zero, then the Cash Settlement Value shall be zero.

     [The Strike Level is which was determined by the Determination Agent and
is [formula for Strike Level] [if applicable, the Base Value is which was
determined by the Determination Agent and is [formula for base value]].

     The Company has appointed [_____________________] to be its Determination
Agent, to make such calculations as may be required upon the occurrence of
certain circumstances, as described in the Warrant Agreement and herein. The
Determination Agent shall act as an independent expert and not as an agent of
the Company, and, unless otherwise provided by the Warrant Agreement, its
calculations and determinations under the Warrant Agreement and this Global
Warrant Certificate shall, absent manifest error, be final and binding on the
Company, the Warrant Agent and the Warrantholders. Any such calculations will
be made available to a Warrantholder for inspection at the Warrant Agent's
office. The Determination Agent will have no responsibility for good faith
errors or omissions in calculating or disseminating information regarding the
Index, any Successor Index, adjustments or calculations by the Determination
Agent in order


                                     A-1-3
<PAGE>


to arrive at a calculation of a stock index comparable to the Index or any
Successor Index, or the Cash Settlement Value or the Alternative Settlement
Amount, as applicable.

     In the event that the [Reference Index] is not published by the Index
Publisher but is published by another person not affiliated with the Company
and acceptable to the Company (a "Third Party"), then the Spot Value for any
date thereafter will be determined based on the closing level of the [Reference
Index] as published by such Third Party. If the Index Publisher or any Third
Party discontinues publication of the [Reference Index] and publishes a
successor or substitute index that the Company determines, in its sole
discretion, to be comparable to the [Reference Index] (any such index being a
"Successor Index"), then the Spot Value for any date thereafter will be
determined by the Determination Agent on behalf of the Company based on the
closing level of the Successor Index on such date. If the Index Publisher or
any Third Party makes a material change in the formula for, or the method of
calculating, the [Reference Index] or any Successor Index, the Determination
Agent shall make such calculations as may be required to determine the
applicable Cash Settlement Value using the formula and method of calculating
the Index or any Successor Index as in effect prior to such change or
modification. If the Index Publisher and/or any Third Party discontinues
publication of the [Reference Index] and/or any Successor Index, the
Determination Agent will determine the applicable Cash Settlement Value based
on the formula and method used in calculating the [Reference Index] or any
Successor Index as in effect on the date the [Reference Index] or such
Successor Index was last published.

     Except for Warrants subject to automatic exercise or Warrants held through
the facilities of Clearstream or Euroclear, or Warrants subject to the Limit
Option, the "Exercise Date" for a Warrant means (i) the New York Business Day
on which the Warrant Agent receives the Warrant and Exercise Notice in proper
form with respect to such Warrant, if received at or prior to 3:00 P.M., New
York City time, on such day, or (ii) if the Warrant Agent receives such Warrant
or Exercise Notice after 3:00 P.M., New York City time, on a New York Business
Day, then the next New York Business Day succeeding the New York Business Day
on which such Warrant or Exercise Notice is received. In the case of Warrants
held through the facilities of Clearstream or Euroclear, except for Warrants
subject to automatic exercise and except for Warrants subject to the Limit
Option, the "Exercise Date" for a Warrant means (i) the New York Business Day
on which the Warrant Agent receives (by facsimile transmission) the Exercise
Notice in proper form with respect to such Warrant if such Exercise Notice is
received at or prior to 3:00 P.M., New York City time, on such day, provided,
that the Warrant being exercised is received by the Warrant Agent by 3:00 P.M.,
New York City time, on the New York Business Day next succeeding


                                     A-1-4
<PAGE>


the date on which the exercise notice is received, or (ii) if the Warrant Agent
receives such Exercise Notice after 3:00 P.M., New York City time, on a New
York Business Day, then the New York Business Day succeeding such New York
Business Day, provided that such day will be the Exercise Date only if the
Warrant being exercised is received by 3:00 P.M., New York City time, on the
second succeeding New York Business Day following the New York Business Day on
which the Exercise Notice is received. In the event that the Warrant being
exercised is received after 3:00 P.M., New York City time, on the New York
Business Day next succeeding the date on which the Exercise Notice is received,
then the Exercise Date for such Warrant will be the day on which such Warrant
is received or, if such day is not a New York Business Day, the next succeeding
New York Business Day. Notwithstanding the foregoing, in the case of the
exercise of a Warrant by a Clearstream or Euroclear participant, Clearstream or
Euroclear, as the case may be, must by facsimile transmission to the Warrant
Agent by 9:00 a.m., New York City time, on the New York Business Day next
succeeding the Exercise Date confirm (an "Account Confirmation") that the
Warrants being exercised will be received by the Warrant Agent by 3:00 p.m.,
New York City time, on such date, provided, further, that if such Account
Confirmation is received after 9:00 a.m., New York City time, on the New York
Business Day next succeeding the Exercise Date, the Company will be entitled to
direct the Warrant Agent to reject the related Exercise Notice or waive the
requirement for timely delivery of such Account Confirmation.

     Subject to the Warrant Agreement and this Global Warrant Certificate, the
"Valuation Date" for a Warrant will be the first Index Calculation Date
following the applicable Exercise Date, subject to postponement upon the
occurrence of an Extraordinary Event or Exercise Limitation Event or as a
result of the exercise of a number of Warrants exceeding the limits on
exercise, all as described below. For purposes of this Global Warrant
Certificate, "Index Calculation Date" means any day the Index or any Successor
Index is calculated and published.

     All Warrants for which the Warrant Agent has not received a valid Exercise
Notice at or prior to 3:00 p.m., New York City time, on (i) the New York
Business Day immediately preceding the Expiration Date or (ii) any Delisting
Date, as the case may be, or for which the Warrant Agent has received a valid
Exercise Notice but with respect to which timely delivery of the relevant
Warrants has not been made together with any Warrants the Valuation Date for
which has at such time been postponed as described below, will be automatically
exercised. The Exercise Date for such Warrants will be the Expiration Date or
any Delisting Date, as the case may be, or, if such date is not a New York
Business Day, the next succeeding New York Business Day. The Warrant Agent will
obtain the Spot Value (determined as of the first Index Calculation Date
following such date, which will be the Valuation Date for such Warrants except
in the case of a


                                     A-1-5
<PAGE>


postponed exercise following the occurrence of an Extraordinary Event or
Exercise Limitation Event) and will determine the Cash Settlement Value, if
any, of such Warrants.

     If the Exercise Notice is not rejected as provided in the Warrant
Agreement, then the Warrant Agent or the Determination Agent, as the case may
be, will determine the Cash Settlement Value of the exercised Warrants in
accordance with the terms of the Warrant Agreement. Except in the case of
Warrants subject to automatic exercise and except for Warrants that upon
exercise entitle the holder thereof to receive an Alternative Settlement Amount
in lieu of the Cash Settlement Value, if on any Valuation Date the Cash
Settlement Value for any Warrants then exercised would be zero, then in such
case, the attempted exercise of such Warrants shall be void and of no effect
and the Warrants will be transferred by the Warrant Agent back to the
Participant that submitted them free on the records of the Depository (to the
extent received, in the case of Warrants held through Clearstream or Euroclear)
and, in either case such Warrantholder shall be permitted to re-exercise such
Warrants prior to the Expiration Date or any Delisting Date, as the case may
be.

     Except in the case of Warrants subject to automatic exercise and except
for Warrants that upon exercise entitle the holder thereof to receive an
Alternative Settlement Amount in lieu of the Cash Settlement Value, if 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 fourth New York Business Day following a Valuation Date (or, if the
Valuation Date is not a New York Business Day, on the fourth New York Business
Day following the New York Business Day next succeeding the Valuation Date)
(the "Funding Date"), the Warrant Agent will be responsible for making payment
available to each appropriate Participant in the form of a cashier's check or
an official bank check, or (in the case of payments of at least $100,000) by
wire transfer to a U.S. Dollar account maintained by such Participant in the
United States (at the Participant's election as specified in the Exercise
Notice), after 3:00 p.m., New York City time, but prior to the close of
business, on the first New York Business Day immediately succeeding such
Funding Date. For either clause ) or (ii) above, such payment shall be in the
amount of the aggregate Cash Settlement Value in respect of the Warrant
Certificates or Warrants that were delivered to the Warrant Agent (together
with the related Exercise Notice) as provided in the Warrant Agreement.

     With respect to automatically exercised Warrants, if the Company has made
adequate funds available to the Warrant Agent, not later than 3:00 p.m., New
York City time, on the fourth New York Business Day following the Valuation
Date for automatically exercised Warrants (or if such Valuation Day is


                                     A-1-6
<PAGE>


not a New York Business Day, on the fourth New York Business Day following the
New York Business Day next succeeding such Valuation Date) (in any such case
the "Automatic Funding Date"), funds in an amount equal to, and for the payment
of, the aggregate Cash Settlement Value of such Warrants, the Warrant Agent
will thereafter be responsible for making funds available to the Depository,
against receipt of the Global Warrant Certificate, after 3:00 p.m., New York
City time, but prior to the close of business, on the Automatic Funding Date.
Such funds are to be in an amount equal to the aggregate Cash Settlement Value
of the Warrants subject to such automatic exercise.

     Anything in this Global Warrant Certificate or in the Warrant Agreement to
the contrary notwithstanding, if the Company determines that an Extraordinary
Event or Exercise Limitation Event has occurred and is continuing on the Home
Country Business Day (as defined herein) with respect to which the Spot Value
on a Valuation Date is to be determined (the "Applicable Home Country Business
Day"), then the Cash Settlement Value in respect of an exercise shall be
calculated on the basis that the Valuation Date shall be the next Index
Calculation Day following an Applicable Home Country Business Day on which
there is no Extraordinary Event or Exercise Limitation Event; provided, that,
if the Valuation Date has not occurred on or prior to the Expiration Date or
any Delisting Date, Warrantholders shall receive the Alternative Settlement
Amount in lieu of the Cash Settlement Value, which shall be calculated as if
the Warrants had been canceled on the Expiration Date or any Delisting Date, as
the case may be. The term "Home Country Business Day" means any day other than
a day on which the principal trading market for the Underlying Securities is
not open for securities trading [other provisions if the principal trading
markets for the Underlying Securities are in more than one country]
[alternative provision for indices not based on securities].

     Upon the occurrence of an Extraordinary Event or an Exercise Limitation
Event, the Company shall use its best efforts to notify the Warrant Agent and
the Determination Agent promptly that an Extraordinary Event or Exercise
Limitation Event, as the case may be, has occurred and shall promptly give
notice to the Warrantholders by publication in a United States newspaper with a
national circulation that an Extraordinary Event or an Exercise Limitation
Event has occurred.

     If the Company determines that an Extraordinary Event or an Exercise
Limitation Event has occurred and is continuing on the Expiration Date or on
any Delisting Date, the Company shall so notify the Warrant Agent and the
Determination Agent, and the Cash Settlement Value with respect to the
exercised Warrants shall be equal to, and be calculated in the same manner as,
an "Alternative Settlement Amount", in accordance with the Warrant Agreement


                                     A-1-7
<PAGE>


(treating the Expiration Date or any Delisting Date, as the case may be, as the
date on which the Warrants were canceled).

     If the Company determines that an Extraordinary Event has occurred and is
continuing, and if that Extraordinary Event is expected by the Company to
continue, the Company may immediately cancel the Warrants by notifying the
Warrant Agent of such cancellation (the date such notice is given being the
"Cancellation Date"), and each Warrantholder's rights with respect to the
Warrants and under the Warrant Agreement shall thereupon cease; provided, that
each Warrant shall be exercised (even if such Warrant would not otherwise be
exercisable on such date because of the Limit Option) on the basis that the
Valuation Date for such Warrant shall be the Cancellation Date and each
Warrantholder shall have the right to receive, in lieu of the Cash Settlement
Value of such Warrant an amount (the "Alternative Settlement Amount"),
determined by the Determination Agent.

     With respect to all Warrants as to which the Valuation Date has been
postponed or which have been canceled as described above, if the Company has
made adequate funds available to the Warrant Agent not later than 3:00 p.m.,
New York City time, on the third New York Business Day following the date on
which the Cash Settlement Value or Alternative Settlement Amount, as the case
may be, has been calculated (the "Alternative Funding Date"), the Warrant Agent
will thereafter be responsible for making a payment in the manner set forth in
the Warrant Agreement to the Depository, after 3:00 p.m., New York City time,
but prior to the close of business on, the Alternative Funding Date, in an
amount equal to the aggregate Cash Settlement Value or Alternative Settlement
Amount (as applicable) of such exercised Warrants (and in the case of
cancellation as described above, of all previously unexercised Warrants). Such
payment shall be in the amount equal to the aggregate Cash Settlement Value or
Alternative Settlement Amount, as the case may be, of the Warrants.

     The "Alternative Settlement Amount" shall be an amount determined by the
Determination Agent, which is equal to the amount "X" calculated using the
formula set forth below:

     X = I + (T/2 x A/B)

     where

     I = the Cash Settlement Value of the Warrants determined as
         described above, but calculated with a Spot Value determined
         by the Determination Agent which, subject to approval by the
         Company (such approval not to be unreasonably withheld), in
         the reasonable


                                     A-1-8
<PAGE>


         opinion of the Determination Agent, fairly reflects the value
         of the Underlying Securities [alternative provision for
         indices not based on securities] on the Cancellation Date,
         Expiration Date or Delisting Date, whichever has given rise
         to the payment of the Alternative Settlement Amount;

     T = the initial offering price per Warrant;

     A = the total number of days from but excluding the
         Cancellation Date, Expiration Date, or Delisting Date,
         whichever has given rise to the payment of the Alternative
         Settlement Amount for such Warrants, to and including the
         Expiration Date; and

     B = the total number of days from, but excluding the date on
         which sales of the Warrants were initially confirmed, to and
         including the Expiration Date.

     For purposes of determining "I" in the above formula, in the event that
the Determination Agent and the Company are required, but have not, after good
faith consultation with each other and within five days following the first day
on which such Alternative Settlement Amount may be calculated in accordance
with the above formula, agreed upon a Spot Value which fairly reflects the
value of the Underlying Securities [alternative provision for indices not based
on securities] on the Cancellation Date, Expiration Date or Delisting Date,
whichever gives rise to the payment of the Alternative Settlement Amount then
the Determination Agent shall promptly nominate a third party, subject to
approval by the Company (such approval not to be unreasonably withheld), to
determine such figure and calculate the Alternative Settlement Amount in
accordance with the above formula. Such party shall act as an independent
expert and not as an agent of the Company or the Determination Agent, and its
calculation and determination of the Alternative Settlement Amount shall,
absent manifest error, be final and binding on the Company, the Warrant Agent,
the Determination Agent and the Warrantholders. Any such calculations will be
made available to a Warrantholder for inspection at the Warrant Agent's Office.
Neither the Company nor such third party shall have any responsibility for good
faith errors or omissions in calculating the Alternative Settlement Amount.

     "Extraordinary Event" means any of the following events:

          (i) a suspension or absence of trading on the [principal market in
     which the Underlying Securities are traded] [other provisions if there is
     more than one principal trading market for the Underlying Securities]
     [alternative provision for indices not based on securities] of


                                     A-1-9
<PAGE>


     all the Underlying Securities which then comprise the [Reference Index] or
     a Successor Index;

          (ii) the enactment, publication, decree or other promulgation of any
     statute, regulation, rule or order of any court or any other U.S. or non-
     U.S. governmental authority that would make it unlawful for the Company to
     perform any of its obligations under the Warrant Agreement or the Warrants
     or that has or will have a material adverse effect on the ability of the
     Company to perform its obligations under the Warrants or to modify the
     hedge of its position with respect to the [Reference Index]; or

          (iii) any outbreak or escalation of hostilities or other national or
     international calamity or crisis (including, without limitation, natural
     calamities that in the opinion of the Company may materially and adversely
     affect the economy of [country of principal market in which the Underlying
     Securities are traded] or the trading of securities generally on the
     [principal market in which the Underlying Securities are traded]) that has
     or will have a material adverse effect on the ability of the Company to
     perform its obligations under the Warrants or to modify the hedge of its
     position with respect to the [Reference Index].

     For the purpose of determining whether an Extraordinary Event has
occurred: (1) a limitation on the hours or number of days of trading will not
constitute an Extraordinary Event if it results from an announced change in the
regular business hours of the [principal market in which the Underlying
Securities are traded] and (2) an "absence of trading" on the [principal market
in which the Underlying Securities are traded] will not include any time when
the [principal market in which the Underlying Securities are traded] is closed
for trading under ordinary circumstances.

     An "Exercise Limitation Event" means either of the following events:

          (i) a suspension, material limitation or absence of trading on the
     [principal market in which the Underlying Securities are traded] of (a)
     [___]% or more of the Underlying Securities and/or (b) the securities of
     [percentage or number] of the most highly capitalized companies included
     in the Underlying Securities which then comprise the [Reference Index] or
     a Successor Index; or

          [(ii) the suspension or material limitation on the [relevant futures
     exchange(s) with respect to the Underlying Securities] or any other major
     futures or securities market of trading in futures or


                                    A-1-10
<PAGE>


     options contracts related to the [other relevant index], the [Reference
     Index] or a Successor Index.]

     For the purposes of determining whether an Exercise Limitation Event has
occurred: (1) a limitation on the hours or number of days of trading will not
constitute an Exercise Limitation Event if it results from an announced change
in the regular business hours of the relevant market or exchange, [(2) a
decision to permanently discontinue trading in the relevant futures or options
contract will not constitute an Exercise Limitation Event,] (3) a suspension in
trading in an Underlying Security [or in a futures or options contract]
referred to in clause[s] ) [and (ii)] above, by reason of (x) a price change
violating limits set by the [principal market in which the Underlying
Securities are traded] [or the relevant futures exchange(s) with respect to the
Underlying Securities] or such [futures or] securities market, (y) an imbalance
of orders relating to an Underlying Security [or such contracts] or (z) a
disparity in bid and ask quotes relating to an Underlying Security [or such
contracts], will constitute a suspension or material limitation of trading, (4)
an "absence of trading" in the [principal market in which the Underlying
Securities are traded] will not include any time when the [principal market in
which the Underlying Securities are traded] is closed for trading under
ordinary circumstances and (5) the occurrence of an Extraordinary Event
described in clause ) of the definition of Extraordinary Event will not
constitute, and will supersede the occurrence of, an Exercise Limitation Event.

     All exercises of Warrants (other than on automatic exercise or upon
cancellation) are subject, at the Company's option, to the limitation that not
more than [limit on aggregate number of Warrants to be exercised on any day]
Warrants in total may be exercised on any Exercise Date and not more than
[individual limit] Warrants may be exercised by or on behalf of any beneficial
owner, either individually or in concert with any other beneficial owner, on
any Exercise Date. If any New York Business Day would otherwise, under the
terms hereof, be the Exercise Date in respect of more than [limit on aggregate
number of Warrants to be exercised on any day] Warrants, then at the Company's
election (by giving notice thereof to the Warrant Agent not later than 11:00
a.m., New York City time, on the New York Business Day immediately following
such Exercise Date), [limit on aggregate number of Warrants to be exercised on
any day] of such Warrants shall be deemed exercised on such Exercise Date
(selected by the Warrant Agent on a pro rata basis, but if, as a result of such
pro rata selection, any Registered Holders of Warrants would be deemed to have
exercised less than [minimum exercise amount] Warrants, then the Warrant Agent
shall first select an additional amount of such holders' Warrants so that no
holder shall be deemed to have exercised less than [minimum exercise amount]
Warrants), and the remainder of such Warrants (the "Remaining Warrants") shall


                                     A-1-11
<PAGE>


be deemed exercised on the following New York Business Day (notwithstanding the
provisions of the Warrant Agreement); provided that in the event that the
aggregate number of such Remaining Warrants, together with any additional
Warrants with respect to which the Exercise Date would be such following New
York Business Day, exceeds [limit on aggregate number of Warrants to be
exercised on any day] the provisions of this paragraph all apply to the
exercise of such Remaining Warrants and such additional Warrants on such
following New York Business Day and successively until the limitations set
forth in this paragraph d in the Warrant Agreement are no longer exceeded;
provided further, that any such Remaining Warrants shall be deemed exercised
before any such additional Warrants.

     If any beneficial owner of Warrants attempts to exercise more than
[individual limit] Warrants on any New York Business Day, then at the Company's
election (as notified to the Warrant Agent by giving notice thereof to the
Warrant Agent not later than 11:00 a.m., New York City time, on the next New
York Business Day following such New York Business Day) [individual limit] of
such Warrants shall be deemed exercised on such New York Business Day and the
remainder of such Warrants shall be deemed exercised on the following New York
Business Day (notwithstanding any inconsistent provisions in the Warrant
Agreement); provided that in the event that the aggregate number of such
remaining Warrants, together with any additional Warrants of such beneficial
owner with respect to which the Exercise Date would be such following New York
Business Day, exceeds [individual limit], at the Company's election (as
notified in the manner described above), the provisions of the paragraph all
apply to the exercise of such remaining Warrants and such additional Warrants
on such following New York Business Day and successively until the limitations
set forth in this paragraph d in the Warrant Agreement are no longer exceeded;
provided further, that any such remaining Warrants shall be deemed exercised
before any such additional Warrants of such beneficial owner. The date on which
any Warrant is deemed exercised under the preceding two sentences shall for all
purposes of this Agreement be the "Exercise Date" in respect of such Warrants.

     Prior to due presentment for registration of transfer, 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 whatsoever, 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.


                                     A-1-12
<PAGE>


     The Warrant Agent will, in accordance with the Warrant Agreement, from
time to time register the transfer of this Global Warrant Certificate in its
records (which may be maintained electronically) subject to such reasonable
regulations as the Company or the Warrant Agent may prescribe, only to the
Depository, to another 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, or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Warrant Agent and the
Company, duly executed by the registered holder thereof or by the duly
appointed legal representative thereof, or by its duly authorized attorney.
Such signature must be guaranteed by a bank or trust company having a
correspondent office in New York City or by a broker or dealer which is a
member of the National Association of Securities Dealers, Inc. (the "NASD") or
by a member of a national securities exchange. Upon any such registration of
transfer, a new Global Warrant Certificate shall be issued to the transferee
and the surrendered Global Warrant Certificate shall be canceled by the Warrant
Agent.

     Except for Warrants subject to automatic exercise and with respect to
payments of any Alternative Settlement Amount, each Warrantholder, in
connection with any exercise of Warrants (including a postponed exercise
following an Extraordinary Event or an Exercise Limitation Event), will have
the option (the "Limit Option") to specify that such Warrants are not to be
exercised if the Spot Value that would otherwise be used to determine the Cash
Settlement Value of such Warrants is [minimum number of points] or more points
[lower in the case of call warrants] [higher in the case of put warrants]
[formula] than the closing level of the [Reference Index] for the day specified
below (such closing level, the "Limit Option Reference Index Value"). A
Warrantholder's election of the Limit Option must be specified in the
applicable Exercise Notice delivered to the Warrant Agent. The Limit Option
Reference Index Value will be the closing level of the [Reference Index] on the
relevant Exercise Date (or if such day is not an Index Calculation Day, on the
immediately preceding Index Calculation Day). If an Exercise Notice is received
after 3:00 P.M., New York City time, on a given day, the applicable Limit
Option Reference Index Value will be determined as of the next day that is also
a New York Business Day (or, if such day is not an Index Calculation Day, as of
the immediately preceding Index Calculation Day).

     Following receipt of an Exercise Notice subject to the Limit Option, the
Warrant Agent will obtain the applicable Limit Option Reference Index Value and
will determine whether such Warrants exercised pursuant to such Exercise Notice
will not be exercised because of the Limit Option. Warrants that are not
exercised will be treated as not having been tendered for exercise. To exercise
such Warrants, a Warrantholder will be required to cause an Exercise Notice to
be


                                     A-1-13
<PAGE>


submitted again to the Warrant Agent. In the case of a postponed Valuation
Date, the Limit Option will continue to apply once elected by a Warrantholder
in connection with an exercise of Warrants on the basis of the Limit Option
Reference Index Value as initially determined for such Warrants, except when
such Valuation Date is postponed until the Expiration Date, any Delisting Date
or the Cancellation Date. Such Warrants will either (i) be exercised on a
delayed basis if the applicable Spot Value on the postponed Valuation Date is
not [minimum number of points] or more points [less in the case of call
warrants] [more in the case of put warrants] [formula] than the Limit Option
Reference Index Value of (ii) be excluded from being exercised if, on any
applicable postponed Valuation Date, the applicable Spot Value is [minimum
number of points] or more points [less in the case of call warrants] [more in
the case of put warrants] [formula] than the Limit Option Reference Index
Value. In connection with any exercise of [double the minimum exercise amount]
or more Warrants, a Warrantholder may elect to subject the exercise of only a
portion of such Warrants to the Limit Option, provided that the number of
Warrants subject to the Limit Option and the number of Warrants not subject to
the Limit Option shall in each case not be less than [the minimum exercise
amount].

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

     For purposes of this Certificate, the "Index" means the [Reference Index]
and the "Spot Value" for any date means the closing level on such date of the
[Reference Index]. References herein to "U.S. dollar," "U.S.$" or "$" are to
the lawful currency of the United States of America [and, references to [other
currency] are to the lawful currency of [country of the principal trading
market of the Underlying Securities]] [other provision if the principal trading
markets of the Underlying Securities are in more than one country] [alternative
provision for indices not based on securities]. As used herein, "New York
Business Day" means any day other than a Saturday or a Sunday or a day on which
either the American Stock Exchange or the New York Stock Exchange is not open
for securities trading or commercial banks in New York City are required or
authorized by law or executive order to remain closed. As used herein, "Index
Calculation Day" means any day on which the [Reference Index] or any Successor
Index is calculated and published.

     The Warrant Agreement and the terms of the Warrants are subject to
amendment, as provided in the Warrant Agreement.


                                     A-1-14
<PAGE>


     This Global Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, J.P. Morgan Chase & Co. has caused this instrument to
be duly executed.

Dated:_________________________        J.P. MORGAN CHASE & CO.


                                       By:_____________________________________
                                          Name:
                                          Title:

Attest:


By:____________________________
   Name:
   Title:

Countersigned as of the date above
written:

[_____________________], as Warrant
Agent


By:____________________________
       Authorized Officer


                                     A-1-15
<PAGE>


                                    Schedule

===============================================================================
Date                 Number of Warrants Represented by this Global Warrant
                                         Certificate
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<PAGE>


                                                                    EXHIBIT A-2


                                EXERCISE NOTICE
           For Warrants Represented by the Global Warrant Certificate


[Name and address of Warrant Agent]

Attention: ________________________


     1. We refer to the Warrant Agreement dated as of ________________ (the
"Warrant Agreement"), among J.P. Morgan Chase & Co. (the "Company"),
[_____________________], as warrant agent (the "Warrant Agent"), and
[_____________________], as determination agent (the "Determination Agent"). On
behalf of certain beneficial owners, each of whom we certify is exercising no
fewer than [minimum exercise amount] Warrants that are covered by this Exercise
Notice and whose Warrants have been, or will be, transferred to the Warrant
Agent, we hereby irrevocably exercise _____ Warrants (the "Tendered Warrants").
We hereby acknowledge that the Warrants being exercised and this Exercise
Notice must be received by you by 3:00 p.m., New York City time, on a New York
Business Day in order for the Valuation Date for the Tendered Warrants to be
the Index Calculation Date following such New York Business Day and that, if
the Warrants being exercised and this Exercise Notice are received by you after
3:00 p.m., New York City time, on a New York Business Day (or, in the case of
Warrants held through Clearstream or Euroclear, if the Warrants are not
received by 3:00 p.m., New York City time, on the first New York Business Day
next succeeding the New York Business Day on which such Exercise Notice is
received, the Valuation Date of the Tendered Warrants shall be the Index
Calculation Date next succeeding the succeeding New York Business Day, in each
case subject to certain provisions of the Warrant Agreement.

     2. If you determine that this Exercise Notice has not been duly completed
or is not in proper form, this Exercise Notice will be void and of no effect
and will be deemed not to have been delivered.


                                     A-2-2
<PAGE>


     3. We hereby direct you to make payment to us of amounts payable to our
clients as a result of the exercise of the Warrants hereunder as follows:

        By cashier's check or an official bank check;

        or

        By wire transfer to the following U.S. dollar bank account in the
        United  States:

        (Minimum payments of $100,000 only)

        Bank:________________________________________________________________

        Account No.:_________________________________________________________

        ABA Routing No.:_____________________________________________________

        Reference:___________________________________________________________

     4. The Tendered Warrants covered hereby ARE NOT subject to the Limit
Option(2)

     5. Each client on whose behalf we are exercising Warrants pursuant to this
Exercise Notice has certified to us that it is not exercising in excess of
[individual limit] Warrants on behalf of any beneficial owner or in concert
with any other beneficial owner.

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

     7. If this Exercise Notice is submitted in relation to Warrants held
through the facilities of Euroclear, the undersigned represents that it is a
participant in Euroclear.

--------
     2 A separate Exercise Notice shall be submitted with respect to Warrants
subject to the Limit Option and Warrants not subject to the Limit Option.


                                     A-2-3
<PAGE>


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



Dated:_________________________________   [NAME OF DEPOSITORY PARTICIPANT]
                                          Participant Number


                                          By:________________________________
                                             Name:
                                             Title:


                                          [NAME OF EUROCLEAR PARTICIPANT]

                                          [CLEARSTREAM BANKING S.A.]


                                          By:________________________________
                                             Authorized Signature
                                             Address:
                                             Telephone:


                                     A-2-4
<PAGE>


                                                                      EXHIBIT B


                            CONFIRMATION OF EXERCISE
                For Warrants Represented by Warrant Certificates

     We hereby confirm receipt of your Exercise Notice with respect to Warrants
(the "Exercised Warrants") and the related Warrant Certificates, which we have
found to be duly completed and in proper form. The Valuation Date of the
Exercised Warrants was the close of business on ____________, 20__.

     We hereby confirm that the aggregate Cash Settlement Value of the
Exercised Warrants is $_______ ($____ per Warrant), which will be made
available to you in the form of a cashier's check or an official bank check, or
(in the case of payments of at least $100,000) by wire transfer to the U.S.
dollar bank account specified in your irrevocable Exercise Notice, for payment
on the fifth New York Business Day following the Valuation Date for such
Warrants (or, if such Valuation Date is not a New York Business Day, on the
fifth New York Business Day following the New York Business Day next succeeding
the Valuation Date for such Warrants).

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


Dated:____________________________________  [_____________________], as Warrant
                                            Agent


                                            By:________________________________
                                               Authorized Signature


<PAGE>


                              NOTICE OF REJECTION


     You are hereby notified that the Exercise Notice delivered by you was
determined by us not to have been duly completed in proper form. Accordingly,
we have rejected your Exercise Notice as being unsatisfactory as to form.

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


Dated:_________________________________     [_____________________], as Warrant
                                            Agent


                                            By:________________________________
                                               Authorized Signature


                                      B-2
<PAGE>


                                                                    EXHIBIT B-1


                            CONFIRMATION OF EXERCISE
           For Warrants Represented by the Global Warrant Certificate


[Name of Depository Participant]
[Name of Euroclear Participant]
[Clearstream Banking S.A.]
[Address]


     We hereby confirm receipt of your Exercise Notice with respect to Warrants
(the "Exercised Warrants") which were transferred by you (or on your behalf) to
our DTC Participant Account No. _______. Such Notice we have found to be duly
completed and in proper form. The Valuation Date of the Exercised Warrants was
the close of business on ____________, 20__.

     As set forth in your Exercise Notice, none of the Warrants covered thereby
is subject to the Limit Option. Accordingly, for purposes hereof, all such
Warrants shall constitute Exercised Warrants, which number we hereby confirm to
be ____________________. Your Exercise Notice stated that the Warrants covered
thereby are subject to the Limit Option. The applicable Limit Option Reference
Index Value for such Warrants is _______ and the Spot Value for the date that
would otherwise be the Valuation Date for such Warrants is ________. Such Spot
Value is not [lower, in the case of Call Warrants] [higher, in the case of Put
Warrants] than such Limit Option Reference Index Value by [minimum number of
points] or more points. Accordingly, for purposes hereof, all such Warrants
shall constitute Exercised Warrants. We hereby confirm the number of such
Exercised Warrants to be _________________.

     We hereby confirm that the aggregate Cash Settlement Value of the
Exercised Warrants is $__________ ($_____ per Warrant), which will be made
available to you in the form of a cashier's check or an official bank check or
by wire transfer to the bank account designated in your irrevocable Exercise
Notice for payment on the fifth New York Business Day following the Valuation
Date for such Warrants (or, if such Valuation Date is not a New York Business
Day, on the fifth New York Business Day following the New York Business Day
next succeeding the Valuation Date for such Warrants).

     Capitalized terms included herein but not defined have the meanings
assigned thereto in the Warrant Agreement dated as of ________________,


                                     B-1-1
<PAGE>


among J.P. Morgan Chase & Co., [_____________________], as Warrant Agent,
and [_____________________], as Determination Agent.


Dated:_________________________________     [_____________________], as Warrant
                                            Agent


                                            By:________________________________
                                               Authorized Signature


                                     B-1-2
<PAGE>


                              NOTICE OF REJECTION


[Name of Depository Participant]
[Name of Euroclear Participant]
[Clearstream Banking S.A.]
[Address]


     [You are hereby notified that the Exercise Notice delivered by you was
determined by us not to have been duly completed in proper form. Such Warrants
were not transferred to our DTC Participant Account No. _____.] [We did not
receive from Euroclear a Euroclear Confirmation that proper delivery of the
Warrants to which the Exercise Notice delivered by you relates would be made on
a timely basis, as set forth in the Warrant Agreement, dated as of
________________, among J.P. Morgan Chase & Co., [_____________________], and
[_____________________]. Accordingly, we have rejected your Exercise Notice as
being unsatisfactory as to form.

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


Dated:_________________________________     [_____________________], as Warrant
                                            Agent


                                            By:________________________________
                                               Authorized Signature


                                     B-1-3
<PAGE>


                                                                    EXHIBIT C-1


                              NOTICE OF REJECTION
                            RELATING TO LIMIT OPTION

                            For Warrants Represented
                            by Warrant Certificates

     We refer to your Exercise Notice dated __________, 20__, with respect to
Warrants that were subject to the Limit Option. The applicable Limit Option
Reference Index Value for such Warrants is _________ and the Spot Value for the
date that would otherwise be the Valuation Date for such Warrants is
______________. Such Spot Value is [lower, in the case of Call Warrants]
[higher, in the case of Put Warrants] than the Limit Option Reference Index
Value on the Exercise Date (or if such date was not an Index Calculation Date,
on the Index Calculation Date prior to the Exercise Date for such Warrants) by
[minimum number of points] points or more. Accordingly, we have rejected such
Exercise Notice pursuant to your exercise of the Limit Option.

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


Dated:_________________________________     [_____________________], as Warrant
                                            Agent


                                            By:________________________________
                                               Authorized Signature


                                      C-1
<PAGE>


                                                                    EXHIBIT C-2


                              NOTICE OF REJECTION
                            RELATING TO LIMIT OPTION

                            For Warrants Represented
                       by the Global Warrant Certificate


[Name of Depository Participant]
[Name of Euroclear Participant]
[Clearstream Banking S.A.]
[Address]


     We refer to your Exercise Notice dated ________, 20__, with respect to
Warrants that were subject to the Limit Option. The applicable Limit Option
Reference Index Value for such Warrants is __________ and the Spot Value for
the date that would otherwise be the Valuation Date for such Warrants is
__________. Such Spot Value is [lower, in the case of Call Warrants] [higher,
in the case of Put Warrants] than the Reference Index on the Exercise Date (or
if such date was not an Index Calculation Date, on the Index Calculation Date
prior to the Exercise Date for such Warrants) by [minimum number of points]
points or more. Accordingly, we have rejected such Exercise Notice pursuant to
your exercise of the Limit Option.

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


Dated:_________________________________     [_____________________], as Warrant
                                            Agent


                                            By:________________________________
                                               Authorized Signature


                                     C-2-1