Exhibit 4(i)



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                             J.P. MORGAN CHASE & CO.


                                       and


                 [                             ], Warrant Agent


                                       and


              [                             ], Determination Agent



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




                         INTEREST RATE WARRANT AGREEMENT



                                 dated as of [ ]






===============================================================================




<PAGE>




                                TABLE OF CONTENTS

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

                                                                            PAGE

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

SECTION 1.01.  Issuance of Warrants............................................1
SECTION 1.02.  Form, Execution and Delivery of Warrant
                   Certificates................................................2
SECTION 1.03.  Warrant Certificates............................................2
SECTION 1.04.  Registration of Transfers and Exchanges.........................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....................................7
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].....................................................15
SECTION 2.04.  Limitation of Number of Exercisable Warrants...................17
SECTION 2.05.  Covenant of the Company........................................18
SECTION 2.06.  Return of Money Held Unclaimed for Two Years...................18
SECTION 2.07.  Return of Global Warrant Certificate...........................18

                                    ARTICLE 3
              OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

SECTION 3.01.  Warrantholder of Warrant May Enforce Rights....................19

                                            ARTICLE 4
                       WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

SECTION 4.01.  Warrants Acquired by the Company...............................19
SECTION 4.02.  Payment of Taxes...............................................19




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                                                                            PAGE

                                    ARTICLE 5
                          CONCERNING THE WARRANT AGENT

SECTION 5.01.  Warrant Agent..................................................20
SECTION 5.02.  Conditions of Warrant Agent's Obligations......................20
SECTION 5.03.  Resignation and Appointment of Successor.......................22

                                    ARTICLE 6
                                  MISCELLANEOUS

SECTION 6.01.  Amendment......................................................24
SECTION 6.02.  Notices and Demands to the Company, the
                   Warrant Agent [and the Determination Agent]................24
SECTION 6.03.  Addresses for Notices..........................................25
SECTION 6.04.  Notices to Holders.............................................25
SECTION 6.05.  Obtaining of Approvals.........................................25
SECTION 6.06.  Persons Having Rights under this Agreement.....................25
SECTION 6.07.  Inspection of Agreement........................................26
SECTION 6.08.  Headings.......................................................26
SECTION 6.09.  Counterparts...................................................26
SECTION 6.10.  Applicable Law.................................................26
EXHIBIT .....................................................................A-1
EXHIBIT A-1 ...............................................................A-1-2
EXHIBIT A-2 ...............................................................A-2-1
EXHIBIT B ...................................................................B-1
EXHIBIT B-1 ...............................................................B-1-1




                                       iii

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                                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] equal to the Cash
Settlement Value [or Alternative Settlement Amount (each as] defined below) to
be determined by reference to [decreases (in the case of put warrants)]
[increases (in the case of call warrants)] in the [yield or closing price of one
or more debt instruments (the "Reference Debt Instrument[s]") in an interest
rate, interest swap rate or other rate (the "Reference Rate[s]") or any
combination of foregoing] 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
cancelled;

     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 CERTIFICATES

     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




<PAGE>



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 on any Cash Settlement Value [or Alternative Settlement Amount].

     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 one 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 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.




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     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 Exchanges. (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 cancelled 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
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.




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<PAGE>



     (c) Warrant Certificates issued upon transfer or exchange pursuant to
Section 1.04(a) or 1.04(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
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,




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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 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




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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 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.




                                        6

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     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 elec
tronically), 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
cancelled 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.



                                    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




                                        7

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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 (ii) 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 (iii) 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 (A) 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 (B) of the preceding paragraph, by 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.

     (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)]. 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




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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 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 or Warrants held through the facilities
of Clearstream or Euroclear, 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, 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 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




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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 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).

     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 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




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<PAGE>



     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
     (ii)-(vii) 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)(vii) 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 Day that such
     Exercise Notice has been received (or shall be deemed to have been
     received) of the total number of Warrants covered by such Exercise Notice;

          (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




                                       11

<PAGE>



     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) by 11:00 a.m., New York City time, on the New York Business Day
     next succeeding the Valuation Date (A) determine the number of Warrants
     determined pursuant to clause (ii) 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 (v) and (vi) of this Section 2.02(c) with respect to such Exercise
     Notice or the related Warrants);

          (v) determine the applicable Spot Rate 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(b) 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)];

          (vi) 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

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




                                       12

<PAGE>



     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 (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), 2.02(b) and 2.02(c).

     (e) The "Cash Settlement Value" of an exercised 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 zero, then
the Cash Settlement Value shall be zero.




                                       13

<PAGE>




     For purposes of this Agreement, ["Reference Rate" means the [Reference
Rate]] and ["Reference Debt Instrument" means the [Reference Debt Instrument]].
[[The "Spot Amount"] for any date means [insert definition from Prospectus
Supplement]. References in this Agreement to "U.S. dollars", "U.S.$" or "$" are
to the lawful currency of the United States of America [other currency or
currency unit]. [Provision for other relevant definitions.]

     (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 2.03, 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 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.




                                       14

<PAGE>



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

     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 cancelled 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 Day, the next succeeding New York Business Day and the
Valuation Date shall be the Exercise 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, the Warrant Agent shall (i) 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




                                       15

<PAGE>



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
(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 cancelled by the Warrant Agent.

     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




                                       16

<PAGE>



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) Extraordinary Event and Exercise Limitation Event provisions, if
applicable.]

     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




                                       17

<PAGE>



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
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




                                       18

<PAGE>



exercise) [or otherwise cancelled] and all payments to the Participants made as
provided herein, the Warrant Agent shall dispose of the cancelled 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.



                                    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 cancelled 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 cancelled as provided herein,
except as otherwise expressly permitted by this Agreement.

     Any cancelled Warrant Certificate held by the Warrant Agent under this
Agreement shall be disposed of by the Warrant Agent in accordance with its




                                       19

<PAGE>



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




                                       20

<PAGE>



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.

     (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).




                                       21

<PAGE>




     (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.

     (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




                                       22

<PAGE>



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.

     (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.




                                       23

<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 amount], [base amount] in the case of call
warrants] [decreases the [strike amount], [base amount] 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.




                                       24

<PAGE>




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




                                       25

<PAGE>



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.

     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
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

     SECTION 6.09. 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.




                                       26

<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:




                                       27

<PAGE>



                                                                       EXHIBIT A



                           FORM OF WARRANT CERTIFICATE




                                      FACE



No.                                          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 "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.

     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.




                                       A-1

<PAGE>



     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 Amount" is          which was determined by the Determination
Agent and is the [formula for strike amount]].




                                       A-4

<PAGE>



     [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 adjustments
or calculations by the Determination Agent in order to arrive at a calculation
the Cash Settlement Value [or the Alternative Settlement Amount, as
applicable].]

     Subject to the Warrant Agreement and this Warrant Certificate, the
"Valuation Date" for a Warrant will be 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. Except for Warrants
subject to automatic exercise, the "Exercise Date" for a Warrant will be (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.
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 Rate (determined as of 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.

     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




                                       A-5

<PAGE>



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, (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 such 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 such holder's exercised Warrants.

     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 (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 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.




                                       A-6

<PAGE>



     [Extraordinary Event and Exercise Limitation Event provisions, if
applicable.]

     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 [the 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 [the 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 to
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 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 paragraph and 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 the 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




                                       A-7

<PAGE>



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 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
paragraph and 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 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 cancelled 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.




                                       A-8

<PAGE>



     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.

     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 ["Reference Rate" means the [Reference
Rate] and ["Reference Debt Instrument" means the [Reference Debt Instrument]].
[[The "Spot Amount"] for any date means [insert definition from Prospectus
Supplement] [Alternative provision for calculation of Spot Rate.] References in
this Agreement to "U.S. dollars", "U.S.$" or "$" are to the lawful currency of
the United States of America [other currency or currency unit]. As used herein,
"New York Business Day" means any day other than a Saturday or a Sunday or a day
on which commercial banks in New York City are required or authorized by law or
executive order to remain closed. [Provisions for other relevant definitions]




                                       A-9

<PAGE>



     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-10

<PAGE>



                                 Exercise Notice


[Name and address of Warrant Agent]


Attention:
          ---------------------------



     1. 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.

     2. The Owner hereby directs the Warrant Agent 3 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.:
                        --------------------------------
        Account No.:        Reference:
                    -------            ------------

and 4 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:                            , 19
       ---------------------------    ---   ----------------------------------
                                            (Owner)

                                            By:
                                                ------------------------------
                                                Authorized Signature
                                                Address:
                                                Telephone:





<PAGE>



                                                                     EXHIBIT A-1


                       FORM OF GLOBAL WARRANT CERTIFICATE




No.                                          CUSIP
                                                   ----------------------------


     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.





                                      A-1-2

<PAGE>



                             J.P. MORGAN CHASE & CO.

                     Global Warrant Certificate Representing

                             [Title of the Warrants]


     This 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 A 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 referred to below, from J.P. Morgan Chase &
Co. (the "Company") the Cash Settlement Value 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 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.

     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 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 the Warrantholders, 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




                                      A-1-3

<PAGE>



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.

     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 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 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), by 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 Company has appointed [                                       ], as
Determination Agent, to make such calculations as may be required upon the




                                      A-1-4

<PAGE>



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 adjustments
or calculations by the Determination Agent in order to arrive at a calculation
of the Cash Settlement Value or the Alternative Settlement Amount, as
applicable.]

     Except for Warrants subject to automatic exercise or Warrants held through
the facilities of Clearstream or Euroclear, the "Exercise Date" for a Warrant
will be (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, 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 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




                                      A-1-5

<PAGE>



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 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.

     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 by such date 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 Rate (determined as of 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.

     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 accor
dance 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 the attempted exercise
of any 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.




                                      A-1-6

<PAGE>



     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 (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
(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 the Warrant Agreement.

     With respect to automatically exercised Warrants [(other than Warrants
subject to postponed exercise following the occurrence of an Extraordinary Event
or an Exercise Limitation Event)], 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 (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 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.

     [Extraordinary Event and Exercise Limitation Event provisions, if
applicable.]

     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




                                      A-1-7

<PAGE>



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 (subject to 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 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 paragraph and 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 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
(subject to the provisions of 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 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 paragraph and 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




                                      A-1-8

<PAGE>



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.

     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 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 Global Warrant Certificate shall be issued
to the transferee and the surrendered Global Warrant Certificate shall be
cancelled by the Warrant Agent.

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

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

     For purposes of this Certificate, ["Reference Rate" means the [Reference
Rate] and ["Reference Debt Instrument" means [Reference Debt Instrument]]. [[The
"Spot Amount"] for any date means [insert definition from Prospectus
Supplement]. References in this Agreement to "U.S. dollars", "U.S.$" or "$" are
to the lawful currency of the United States of America [other currency or
currency unit]. As used herein, "New York Business Day" means any day other than
a Saturday or a Sunday or a day on which commercial banks in New York City are
required or authorized by law or executive order to remain closed. [Provisions
for other relevant definitions]

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




                                      A-1-9

<PAGE>



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






                                     A-1-10

<PAGE>



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



Dated:              ,19                     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-1-11

<PAGE>



                                   Schedule A




                                          Number of Warrants Represented
          Date                            by this Global Warrant Certificate
          ----                            ----------------------------------











                                     A-1-12

<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 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 next 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.

     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





<PAGE>



              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. 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.

     5. 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.

     6. 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.





                                      A-2-2

<PAGE>



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


Dated:                        , 19      [NAME OF DEPOSITORY PARTICIPANT]
       -----------------------    ---   Participant Number
                                                           --------------------

                                        [NAME OF EUROCLEAR PARTICIPANT]





                                        [CLEARSTREAM BANKING S.A.]


                                       By:
                                             ----------------------------------
                                             Authorized Signature
                                             Name:
                                             Title:
                                             Telephone:




                                      A-2-3

<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 _____________, 19__.

     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.

     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:                            , 19      [                             ],
       ___________________________    ___    _____________________________
                                              as Warrant Agent


                                            By:
                                                 ------------------------------
                                                 Authorized Signature
                                                 Name:
                                                 Title:





<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:                            , 19      [                             ],
       ---------------------------    ---    -----------------------------
                                              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 ___________, 19__.

     For purposes hereof, all such Warrants shall constitute Exercised Warrants,
which number we hereby confirm 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.

     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., [_______________________], as Warrant Agent, [and
[_____________________________], as Determination Agent].


Dated: ___________________________, 19__ [_____________________________],
                                                as Warrant Agent


                                            By:______________________________
                                                      Authorized Signature






<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:                            , 19      [                             ],
       ---------------------------    ---    -----------------------------
                                              as Warrant Agent


                                            By:
                                                 ------------------------------
                                                      Authorized Signature


                                      B-1-2