Exhibit 4(c)




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                            J.P. MORGAN CHASE & CO.

                                      and

             [_________________________________], as Warrant Agent

                           ______________________


                             DEBT WARRANT AGREEMENT

                      dated as of [_____________________]




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<PAGE>


                               TABLE OF CONTENTS

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

                                                                           PAGE
                                                                           ----

                                   ARTICLE 1
       ISSUANCE OF WARRANTS [AND TEMPORARY GLOBAL SECURITY] AND EXECUTION
                      AND DELIVERY OF WARRANT CERTIFICATES

SECTION 1.01.  Issuance of Warrants..........................................2
SECTION 1.02.  Execution and Delivery of Warrant Certificates................2
SECTION 1.03.  Issuance of Warrant Certificates..............................4
SECTION 1.04.  Temporary Global Security.....................................6

                                   ARTICLE 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

SECTION 2.01.  Warrant Price.................................................6
SECTION 2.02.  Duration of Warrants..........................................6
SECTION 2.03.  Exercise of Warrants..........................................7

                                   ARTICLE 3
           OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
                                  CERTIFICATES

SECTION 3.01.  No Rights as Warrant Securityholder Conferred by
               Warrants or Warrant Certificates.............................11
SECTION 3.02.  Lost, Mutilated, Stolen, or Destroyed Warrant Certificates...12
SECTION 3.03.  Enforcement of Rights........................................12
SECTION 3.04.  Merger, Consolidation, Conveyance or Transfer................13

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


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                                                                           PAGE
                                                                           ----

                                   ARTICLE 4
                             EXCHANGE AND TRANSFER

SECTION 4.01.  Exchange and Transfer........................................13
SECTION 4.02.  Treatment of Holders of Warrant Certificates.................15
SECTION 4.03.  Cancellation of Warrant Certificates.........................15

                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

SECTION 5.01.  Warrant Agent................................................17
SECTION 5.02.  Conditions of Warrant Agent's Obligations....................17
SECTION 5.03.  Resignation and Appointment of Successor.....................19

                                   ARTICLE 6
                                 MISCELLANEOUS

SECTION 6.01.  Amendment....................................................21
SECTION 6.02.  Notices and Demands to the Company and Warrant Agent.........21
SECTION 6.03.  Addresses....................................................22
SECTION 6.04.  Applicable Law...............................................22
SECTION 6.05.  Delivery of Prospectus.......................................22
SECTION 6.06.  Obtaining of Governmental Approval...........................22
SECTION 6.07.  Persons Having Rights under Warrant Agreement................22
SECTION 6.08.  Headings.....................................................22
SECTION 6.09.  Counterparts.................................................23
SECTION 6.10.  Inspection of Agreement......................................23
SECTION 6.11.  Notices to Holders of Warrants...............................23

TESTIMONIUM.................................................................24
SIGNATURES..................................................................24

 EXHIBIT A - Form of Warrant Certificate [in Registered Form]
[EXHIBIT B - Form of Global Warrant Certificate in Bearer Form]
[EXHIBIT C - Form of Certificate to be Delivered to the Warrant Agent by the
             Euroclear Operator or Clearstream]
[EXHIBIT D - Form of Warrant Exercise Notice]
[EXHIBIT E - Form of Confirmation to be Delivered to Purchasers of Warrant
             Securities in Bearer Form]


                                       ii
<PAGE>


                            DEBT WARRANT AGREEMENT2

     THIS AGREEMENT dated as of [         ] between J.P. MORGAN CHASE & CO., a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and [_____________], a [bank] [trust company] duly
incorporated and existing under the laws of [Delaware], as Warrant Agent (the
"Warrant Agent"),

                             W I T N E S S E T H :

     WHEREAS, the Company has entered into an Indenture dated as of [      ],
2001 (the "Indenture") between the Company and Bankers Trust Company, as
Trustee (the "Trustee"), providing for the issuance from time to time of its
unsecured and unsubordinated debt securities to be issued in one or more series
as provided in the Indenture; and

     WHEREAS, the Company proposes to sell [[Title of any debt securities being
offered] (the "Offered Securities") with] one or more warrants (the "Warrants")
representing the right to purchase [title of debt securities purchasable
through exercise of Warrants] (the "Warrant Securities"), the Warrants to be
evidenced by warrant certificates issued pursuant to this Agreement (the
"Warrant Certificates"); and

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

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     2 Complete or modify the provisions of this form as appropriate to reflect
the terms of the Warrants and Warrant Securities and whether they are sold
attached to Offered Securities or alone. Monetary amounts may be in U.S.
dollars or in a foreign currency.

For Warrants sold attached to Offered Securities which are detachable bracketed
language here and throughout this Agreement should be inserted as follows:
     1.   If Warrants are immediately detachable from the Offered Securities;
          and
     2.   If Warrants are detachable from the Offered Securities only after the
          Detachable Date.


<PAGE>


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

                                   ARTICLE 1
           ISSUANCE OF WARRANTS [AND TEMPORARY GLOBAL SECURITY]3 AND
                 EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

     SECTION 1.01. Issuance of Warrants. The Warrants shall be evidenced by one
or more Warrant Certificates. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase
a Warrant Security in the principal amount of [______] [and shall be initially
issued in connection with the issuance of the Offered Securities]4 [1: and
shall be separately transferable immediately thereafter] [2: but shall not be
separately transferable until on and after [       ], 20[  ] (the "Detachable
Date")]5. The Warrants shall be initially issued [in units] with the Offered
Securities.]6

     SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant, whenever issued, shall be evidenced by a Warrant Certificate in
registered form [or a global Warrant Certificate in bearer form (the "Global
Warrant Certificate")] [the form to be the same as that of the Warrant Security
in connection with which the Warrant Certificate is issued], substantially in
the form[s] set forth in Exhibit A [and Exhibit B, respectively,] hereto, shall
be dated [          ] and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to

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     3 For Warrants sold attached to Offered Securities which are detachable.

     4 For Warrants sold attached to Offered Securities.

     5 For detachable Warrants sold attached to Offered Securities which are
detachable.

     6 For Warrants sold attached to Offered Securities.


                                       2
<PAGE>


comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Warrants may be
listed, or to conform to usage. The Warrant Certificates shall be signed on
behalf of the Company by any of the chairman of its Board of Directors, its
president, any vice chairman of its Board of Directors, 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 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]. Such signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The corporate seal of the
Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Warrant Certificates.

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

     [The Global Warrant Certificate shall be and remain subject to the
provisions of this Agreement until such time as all of the Warrants evidenced
thereby shall have been duly exercised or shall have expired or been cancelled
in accordance with the terms thereof.]

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

     The term "Holder", when used with respect to any Warrant Certificate [in
registered form], shall mean any person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose [[2: or, prior to the Detachable Date, any person in
whose


                                       3
<PAGE>


name at the time the Offered Security to which such Warrant Certificate is
attached is registered upon the register of the Offered Securities. Prior to
the Detachable Date, the Company will, or will cause the registrar of the
Offered Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up to date]]7.

     [The term "Holder", when used with respect to the Global Warrant
Certificate, shall mean [2:, prior to the Detachable Date, the bearer of the
Temporary Global Security (as defined in Section 1.04) evidencing the Offered
Securities to which the Warrants evidenced by the Global Warrant Certificate
were initially attached and, after the Detachable Date, the bearer of the
Global Warrant Certificate.]8 [the bearer thereof.]9

     SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
[         ] aggregate principal amount of Warrant Securities (except as provided
in Sections 2.03, 3.02 and 4.01) may be executed by the Company and delivered
to the Warrant Agent upon the execution of this Warrant Agreement or from time
to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing [      ] Warrants representing the right to purchase up
to [       ] aggregate principal amount of Warrant Securities and shall[, in the
case of Warrant Certificates in registered form,] deliver such Warrant
Certificates to or upon the order of the Company [and, in the case of the
Global Warrant Certificate, upon the order of the Company, deposit the Global
Warrant Certificate with [     ], as common depositary (the "Common Depositary")
for Euroclear Bank, as operator of the Euroclear System (the "Euroclear
Operator"), and for Clearstream Banking S.A. ("Clearstream") for credit to the
accounts of persons appearing from time to time on the records of the Euroclear
Operator or of

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     7 For detachable Warrants sold attached to Offered Securities which are
detachable.

     8 For Warrants sold attached to Offered Securities that are detachable.

     9 For Warrants sold attached to Offered Securities that are not detachable
and for Warrants sold alone.


                                       4
<PAGE>


Clearstream as being entitled to any portion thereof. [2: The Temporary Global
Security, as defined in Section 1.04, will at the same time be deposited with
the Common Depositary.]10 The Global Warrant Certificate shall be held by the
Common Depositary outside the United Kingdom.] Subsequent to such original
issuance of the Warrant Certificates, the Warrant Agent shall countersign a
Warrant Certificate only if the Warrant Certificate is issued in exchange or
substitution for one or more previously countersigned Warrant Certificates or
[, with respect to Warrant Certificates in registered form, in connection with
their transfer as hereinafter provided or as provided in the antepenultimate
paragraph of Section 2.03].

     Pending the preparation of definitive Warrant Certificates [in registered
form] evidencing Warrants, the Company may execute and the Warrant Agent shall
countersign and deliver temporary Warrant Certificates [in registered form]
evidencing such Warrants (printed, lithographed, typewritten or otherwise
produced, in each case in form satisfactory to the Warrant Agent). Such
temporary Warrant Certificates shall be issuable substantially in the form of
the definitive Warrant Certificates [in registered form] but with such
omissions, insertions and variations as may be appropriate for temporary
Warrant Certificates, all as may be determined by the Company with the
concurrence of the Warrant Agent. Such temporary Warrant Certificates may
contain such reference to any provisions of this Warrant Agreement as may be
appropriate. Every such temporary Warrant Certificate shall be executed by the
Company and shall be countersigned by the Warrant Agent upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Warrant Certificates [in registered form]. Without unreasonable
delay, the Company shall execute and shall furnish definitive Warrant
Certificates [in registered form] and thereupon such temporary Warrant
Certificates may be surrendered in exchange therefor without charge pursuant to
and subject to the provisions of Section 4.01, and the Warrant Agent shall
countersign and deliver in exchange for such temporary Warrant Certificates
definitive Warrant Certificates [in registered form] of authorized
denominations evidencing a like aggregate number of Warrants evidenced by such
temporary Warrant Certificates. Until so exchanged, such temporary Warrant
Certificates shall be entitled to the same benefits under this Warrant
Agreement as definitive Warrant Certificates [in registered form].

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     10 For Warrants sold attached to Offered Securities that are detachable.


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<PAGE>


     [SECTION 1.04. Temporary Global Security. Prior to the Detachable Date,
each Offered Security to be issued with Warrants evidenced by the Global
Warrant Certificate shall, whenever issued, be evidenced by a single temporary
Global Offered Security in bearer form without interest coupons (the "Temporary
Global Security") to be issued by the Company as provided in the Indenture.]11

                                   ARTICLE 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

     SECTION 2.01. Warrant Price. On [      ], 20[  ] the exercise price of each
Warrant will be [        ]. During the period from [        ], 20[  ] through
and including [        ], 20[  ], the exercise price of each Warrant will be
[          ] plus [accrued amortization of the original issue discount] [accrued
interest] from [         ], 20[  ]. On [        ], 20[  ] the exercise price of
each Warrant will be [           ]. During the period from [          ], 20[  ]
through and including [         ], 20[  ], the exercise price of each Warrant
will be [           ] plus [accrued amortization of the original issue discount]
[accrued interest] from [         ], 20[  ]. [In each case, the original issue
discount will be amortized at a [  ]% annual rate, computed on an annual basis
using the "interest" method and using a 360-day year consisting of twelve
30-day months]. Such exercise price of Warrant Securities is referred to in
this Agreement as the "Warrant Price". [The original issue discount for each
principal amount of Warrant Securities is [      ]].

     SECTION 2.02. Duration of Warrants. Subject to Section 4.03(b), each
Warrant may be exercised [in whole but not in part] [in whole or in part] [at
any time, as specified herein, on or after [the date thereof] [       ], 20[  ]
and at or before [time, location] on [         ], 20[  ] (each day during such
period may hereinafter be referred to as an "Exercise Date")] [on [list of
specific dates] (each, an "Exercise Date")], or such later date as the Company
may designate by notice to the Warrant Agent and the Holders of Warrant
Certificates [in registered form and to the beneficial owners of the Global
Warrant Certificate] (the "Expiration Date"). Each Warrant not exercised at
or before [time, location] on the

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     11 For Warrants sold attached to Offered Securities that are not
detachable and for Warrants sold attached to Offered Securities if Warrants are
not immediately detachable.


                                       6
<PAGE>


Expiration Date shall become void, and all rights of the Holder [and any
beneficial owners] of the Warrant Certificate evidencing such Warrant under
this Agreement shall cease.

     SECTION 2.03. Exercise of Warrants. [With respect to Warrants evidenced by
Warrant Certificates in registered form, during] [During] the period specified
in Section 2.02, any whole number of Warrants may be exercised by providing
certain information as set forth on the reverse side of the Warrant
Certificates evidencing such Warrants and by paying in full [in lawful money of
the United States of America] [in applicable currency] [in cash] [by certified
check or official bank check or by bank wire transfer, in each case,] [by bank
wire transfer] [in immediately available funds,] the Warrant Price for each
Warrant exercised (plus accrued interest, if any, on the Warrant Securities to
be issued upon exercise of such Warrant from and including the interest payment
date, if any, in respect of such Warrant Securities immediately preceding the
Exercise Date to and including the Exercise Date (unless the Exercise Date is
after the regular record date in respect of such Warrant Securities, if any,
for such interest payment date, but on or before the immediately succeeding
interest payment date for such Warrant Securities, in which event no such
accrued interest shall be payable [in respect of Warrant Securities to be
issued in registered form]) to the Warrant Agent at its corporate trust office
at [___________________], provided that such exercise is subject to receipt
within five business days of such [payment] [wire transfer] by the Warrant
Agent of the Warrant Certificate evidencing each Warrant exercised with the
form of election to purchase Warrant Securities set forth on the reverse side
of the Warrant Certificate properly completed and duly executed.

     [With respect to Warrants evidenced by the Global Warrant Certificate,
during the period specified in Section 2.02, any whole number of Warrants may
be exercised by the Holder by presentation to the Warrant Agent at its office
at [address located outside the United States [and the United Kingdom]], at or
prior to [time], on any day on which the Warrants are exercisable, of (i) the
Global Warrant Certificate [[2: together with, if prior to the Detachable Date,
the Temporary Global Security]]12 (or written confirmation reasonably
satisfactory to

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     12 For Warrants sold attached to Offered Securities that are not
immediately detachable.


                                       7
<PAGE>


the Warrant Agent that the Global Warrant Certificate [is]13 [and, if prior to
the Detachable Date, the Temporary Global Security are]14 held by the Euroclear
Operator and Clearstream and will be duly endorsed to reflect the exercise of
Warrants [[2: and, if prior to the Detachable Date, the surrender to the
Warrant Agent of the Offered Securities to which the Warrants are attached]]15
by the Euroclear Operator and Clearstream), (ii) a duly executed certification
from the Euroclear Operator or Clearstream, as the case may be, substantially
in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful
money of the United States of America] [in applicable currency] [in cash] [by
certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] [in immediately available funds,] of the Warrant Price
for each Warrant exercised (plus accrued interest, if any, on the Warrant
Securities to be issued upon exercise of such Warrant from and including the
Interest Payment Date, if any, in respect of such Warrant Securities
immediately preceding the Exercise Date to and including the Exercise Date
(unless the Exercise Date is after the Regular Record Date, if any, for such
Interest Payment Date, but on or before the immediately succeeding Interest
Payment Date for such Warrant Securities, in which event no such accrued
interest shall be payable in respect of Warrant Securities to be issued in
registered form)). Notwithstanding the foregoing, the Holder may exercise
Warrants as aforesaid on the Expiration Date at any time prior to [time] in
[city of Warrant Agent's office]. Any Warrants exercised as set forth in this
paragraph shall be deemed exercised at the [country] office of the Warrant
Agent.]

     [The Warrant Agent shall retain each certificate received by it from the
Euroclear Operator or Clearstream through the Expiration Date (or such earlier
date by which all of the Warrants may have been exercised or cancelled) and
thereafter shall dispose of them or deliver them to the Company pursuant to the
instructions of the Company.]

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     13 For Warrants that are not detachable and for Warrants sold attached to
Offered Securities that are immediately detachable from the Offered Securities.

     14 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     15 For Warrants sold attached to Offered Securities that are not
immediately detachable.


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<PAGE>


     [The delivery to the Warrant Agent by the Euroclear Operator or
Clearstream of any certification referred to above may be relied upon by the
Company, the Warrant Agent and the Trustee as conclusive evidence that a
corresponding certificate or certificates substantially in the form of Exhibit
D hereto has or have been delivered to the Euroclear Operator or Clearstream,
as the case may be.]

     [The Company will maintain in [location] (or in such other city [in
western Europe] as the Company may deem advisable), until the right to exercise
the Warrants shall expire or be earlier cancelled as hereinafter provided, an
agency where the Global Warrant Certificate [[2: and, if prior to the
Detachable Date, the Temporary Global Security]]16 may be presented for
exercise of the Warrants represented thereby [[2: and, if prior to the
Detachable Date, for surrender for cancellation of the Offered Securities to
which such Warrants are attached]]17 and notices and demands to or upon the
Company in respect of the Warrants or of this Agreement may be made.]

     The date on which payment in full of the Warrant Price (plus any such
accrued interest) is received by the Warrant Agent shall, subject to receipt of
the Warrant Certificate [in registered form or, as the case may be, the Global
Warrant Certificate [[2: and, if required, the Temporary Global Security]]18
and the certification of Euroclear Operator or Clearstream] as aforesaid, be
deemed to be the date on which the Warrant is exercised. The Warrant Agent
shall deposit all funds received by it in payment for the exercise of Warrants
in an account of the Company maintained with it (or in such other account as
may be designated by the Company) and shall advise the Company, by telephone or
by facsimile transmission or other form of electronic communication available
to both parties, at the end of each day on which a payment for the exercise of
Warrants is received of the amount so deposited to its account. The Warrant
Agent shall promptly confirm such advice to the Company in writing.

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     16 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     17 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     18 For Warrants sold attached to Offered Securities that are not
immediately detachable.


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<PAGE>


     If a day on which Warrants may be exercised in the city in which such
Warrants are to be exercised shall be a Saturday or Sunday or a day on which
banking institutions in such city are authorized or required to be closed,
then, notwithstanding any other provision of this Agreement or the Warrant
Certificate evidencing such Warrants, but subject to the limitation that no
Warrant may be exercised after the Expiration Date, the Warrants shall be
exercisable on the next succeeding day which in such city is not a Saturday or
Sunday or a day on which banking institutions in such city are authorized or
required to be closed.

     The Warrant Agent shall, from time to time, as promptly as practicable,
advise the Company [and][,] the Trustee [and the Common Depositary at [both]
its London and [location] office[s]] in writing [(which, in the case of
exercised Warrants represented by the Global Warrant Certificate, shall be
tested telex with appropriate answerback received,)] of (i) the number of
Warrants exercised, (ii) the instructions of each Holder of the Warrant
Certificates [in registered form] evidencing such Warrants [or of the Euroclear
Operator or Clearstream, as the case may be,] with respect to delivery of the
Warrant Securities to be issued upon such exercise, (iii) delivery of any
Warrant Certificates [in registered form] evidencing the balance, if any, of
the Warrants remaining after such exercise, and (iv) such other information as
the Company or the Trustee shall reasonably require. [In addition, in the case
of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant
Agent shall, as promptly as practicable, endorse, or cause the Common
Depositary, [location] office, or one of the Warrant Agent's agents to endorse,
Schedule A annexed to the Global Warrant Certificate to reflect the exercise of
such Warrants [[2: and the Temporary Global Security to reflect the surrender
for cancellation of the Offered Securities to which such Warrants are
attached]]19 and, if applicable, return the Global Warrant Certificate [[2: and
the Temporary Global Security]]20 to the Common Depositary or to its order.]

     As soon as practicable after the exercise of any Warrant [evidenced by a
Warrant Certificate in registered form], but subject to receipt by the Warrant
Agent of the Warrant Certificate evidencing such Warrant as provided in this
Section, the Company shall issue, pursuant to the Indenture, in authorized

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     19 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     20 For Warrants sold attached to Offered Securities that are not
immediately detachable.


                                       10
<PAGE>


denominations to or upon the order of the Holder of the Warrant Certificate
evidencing each Warrant, the Warrant Securities to which such Holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such Holder. If fewer than all of the Warrants evidenced by such
Warrant Certificate are exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, a new
Warrant Certificate [in registered form] evidencing the number of such Warrants
remaining unexercised.

     [As soon as practicable after the exercise of any Warrant evidenced by the
Global Warrant Certificate, the Company shall issue, pursuant to the Indenture,
the Warrant Securities issuable upon such exercise, in authorized denominations
(i) in fully registered form, registered in such name or names as may be
directed by the Euroclear Operator or Clearstream, as the case may be, to or
upon order of the Euroclear Operator or Clearstream, as the case may be, or
(ii) in bearer form to the Common Depositary to be held for the account of the
Euroclear Operator or Clearstream, as the case may be, together with a written
confirmation substantially in form of Exhibit E hereto; provided, however, that
no Warrant Security in bearer form shall be mailed or otherwise delivered to
any location in the United States of America, its territories or possessions or
areas subject to its jurisdiction or the Commonwealth of Puerto Rico.]

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

                                   ARTICLE 3
                     OTHER PROVISIONS RELATING TO RIGHTS OF
                        HOLDERS OF WARRANT CERTIFICATES

     SECTION 3.01. No Rights as Warrant Securityholder Conferred by Warrants or
Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall
entitle the Holder or any beneficial owner thereof to any of the rights of a
holder or beneficial owner of Warrant Securities, including, without
limitation, the right to receive the payment of principal of (premium, if any)
or interest, if any, on Warrant Securities or to enforce any of the covenants
in the Indenture.


                                       11
<PAGE>


     SECTION 3.02. Lost, Mutilated, Stolen, or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and
the Company of the ownership of and the loss, mutilation, theft or destruction
of any Warrant Certificate and of such security or indemnity as may be required
by the Company and the Warrant Agent to hold each of them and any agent of them
harmless and, in the case of mutilation of a Warrant Certificate, upon
surrender thereof to the Warrant Agent for cancellation, then, in the absence
of notice to the Company or the Warrant Agent that such Warrant Certificate has
been acquired by a bona fide purchaser, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and deliver,
in exchange for or in lieu of the lost, mutilated, stolen or destroyed Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a like
number of Warrants[; provided, however, that any Global Warrant Certificate
shall be so delivered only to the Common Depositary.] Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the payment
of a sum sufficient to cover any stamp or other tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Warrant Agent) in connection therewith.
Every substitute Warrant Certificate executed and delivered pursuant to this
Section in lieu of any lost, mutilated, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of lost, mutilated, stolen or destroyed Warrant
Certificates.

     SECTION 3.03. Enforcement of Rights. Notwithstanding any of the provisions
of this Agreement, any Holder of a Warrant Certificate [in registered form or
the beneficial owner of any Warrant evidenced by the Global Warrant
Certificate], without the consent of [the Common Depositary,] the Warrant
Agent, the Trustee, the holder of any Offered Securities or the Holder of any
other Warrant Certificate, may, in its own behalf and for its own benefit,
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 its Warrants in the manner provided in its Warrant Certificate [or the
Global Warrant Certificate, as the case may be,] and in this Agreement.
[Neither the Company nor the Warrant Agent shall be required to treat any
person as a beneficial owner of any Warrant evidenced by the Global Warrant
Certificate unless such person is so certified as such a beneficial owner by
the Euroclear Operator or Clearstream.]


                                       12
<PAGE>


     SECTION 3.04. Merger, Consolidation, Conveyance or Transfer. (a) If at any
time the Company merges or consolidates with any other person or sells or
conveys all or substantially all of its assets to any other person as permitted
under the Indenture, then in any such event the successor or assuming
corporation referred to therein shall succeed to and be substituted for the
Company, with the same effect, subject to the Indenture, as if it had been
named herein and in the Warrant Certificates as the Company; the Company shall
thereupon, except in the case of a transfer by way of lease, be relieved of any
further obligation hereunder and under the Warrants and the Warrant
Certificates, and the Company as the predecessor corporation, except in the
case of a transfer by way of lease, may thereupon or at any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming corporation may
thereupon cause to be signed, and may issue either in its own name or in the
name of the Company, Warrant Certificates evidencing any or all of the Warrants
issuable hereunder which theretofore shall not have been signed by the Company,
and may execute and deliver Warrant Securities in its own name pursuant to the
Indenture, in fulfillment of its obligations to deliver Warrant Securities upon
exercise of the Warrants. All the Warrants so issued shall in all respects have
the same legal rank and benefit under this Agreement as the Warrants
theretofore or thereafter issued in accordance with the terms of this Agreement
as though all of such Warrants had been issued at the date of the execution
hereof. In any case of any such merger, consolidation, conveyance or transfer,
such changes in phraseology and form (but not in substance) may be made in the
Warrant Certificates representing the Warrants thereafter to be issued as may
be appropriate.

     (b) The Warrant Agent may receive a written opinion of legal counsel (who
shall be acceptable to the Warrant Agent) as conclusive evidence that any such
merger, consolidation, conveyance or transfer complies with the provisions of
this Section and the Indenture.

                                   ARTICLE 4
                             EXCHANGE AND TRANSFER

     SECTION 4.01. Exchange and Transfer. (a) [[1: Upon] [2: Prior to the
Detachable Date, a Warrant Certificate [in registered form] may be exchanged or
transferred only together with the Offered Security to which such Warrant
Certificate was initially attached, and only for the purpose of effecting, or
in conjunction with, an exchange or transfer of such Offered Security. Prior to
the Detachable Date, the transfer of the beneficial ownership of any Warrant
evidenced by the Global Warrant Certificate shall effect and shall be deemed to
effect the transfer of the beneficial ownership of any Offered Securities
evidenced


                                      13
<PAGE>


by the Temporary Global Security that are attached to such Warrants. Prior to
any Detachable Date, each transfer of the Offered Security [on the register
maintained with respect to the Offered Securities, in the case of an Offered
Security that is in registered form], shall operate also to transfer the
related Warrant Certificates. Similarly, prior to the Detachable Date, the
transfer of the beneficial ownership of any Offered Security evidenced by the
Temporary Global Security shall be deemed to be the transfer of the beneficial
ownership of any Warrants evidenced by the Global Warrant Certificate that are
attached to such Offered Securities. The transfer of the beneficial ownership
of Warrants and Warrant Securities hereunder shall be effected only as provided
in Section 4.01. On or after the Detachable Date, upon]]21 [Upon]22 surrender
at the corporate trust office of the Warrant Agent at [address] [or        ],
Warrant Certificates [in registered form] evidencing Warrants may be exchanged
for Warrant Certificates [in registered form] in other authorized denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided, however, that such other Warrant Certificates shall evidence
the same aggregate number of Warrants as the Warrant Certificates so
surrendered.

     (b) The Warrant Agent shall keep, at its corporate trust office at
[_____________], books in which, subject to such reasonable regulations as it
may prescribe, it shall register Warrant Certificates [in registered form] and
exchanges and transfers of outstanding Warrant Certificates [in registered
form] upon surrender of such Warrant Certificates to the Warrant Agent at its
corporate trust office at [______________] for exchange or registration of
transfer, properly endorsed [or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent.]

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

--------
     21 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     22 For Warrants sold alone or attached to Offered Securities that are not
detachable.


                                       14
<PAGE>


     (d) Whenever any Warrant Certificates [in registered form], are so
surrendered for exchange or registration of transfer, an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates [in
registered form], duly authorized and executed by the Company, as so requested.
The Warrant Agent shall not effect any exchange or registration of transfer
which will result in the issuance of a Warrant Certificate [in registered
form], evidencing a fraction of a Warrant or a number of full Warrants and a
fraction of a Warrant.

     (e) All Warrant Certificates [in registered form], issued upon any
exchange or registration of transfer of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to
the same benefits under this Agreement, as the Warrant Certificates surrendered
for such exchange or registration or transfer.

     SECTION 4.02. Treatment of Holders of Warrant Certificates. [With respect
to the Global Warrant Certificate, the Holder thereof may be treated by the
Company, the Warrant Agent and all other persons dealing with such Holder as
the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice
to the contrary notwithstanding.] [Each] [With respect to Warrant Certificates
in registered form, each] Holder of a Warrant Certificate, by accepting the
same, consents and agrees with the Company, the Warrant Agent and every
subsequent Holder of such Warrant Certificate that until the transfer of such
Warrant Certificate is registered on the books of such Warrant Agent [[2: or,
prior to the Detachable Date, until the transfer of the Offered Security to
which such Warrant Certificate is attached, is registered in the register of
the Offered Securities]]23, the Company and the Warrant Agent may treat the
registered Holder of such Warrant Certificate as the absolute owner thereof for
any purpose and as the person entitled to exercise the rights represented by
the Warrants evidenced thereby, any notice to the contrary notwithstanding.

     SECTION 4.03. Cancellation of Warrant Certificates. (a) Any Warrant
Certificate surrendered for exchange or registration of transfer or exercise of
the

--------
     23 For Warrants sold attached to Offered Securities that are not
immediately detachable.


                                       15
<PAGE>


Warrants evidenced thereby shall, if surrendered to the Company, be delivered
to the Warrant Agent, and all Warrant Certificates surrendered or so delivered
to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall
not be reissued and, except as expressly permitted by this Agreement, no
Warrant Certificate shall be issued hereunder in exchange therefor or in lieu
thereof. The Warrant Agent shall cause all cancelled Warrant Certificates to be
destroyed and shall deliver a certificate of such destruction to the Company.

     (b) If the Company notifies the Trustee of its election to redeem [[2:
prior to the Detachable Date]]24 [, as a whole but not in part,] [[2: the
Offered Securities [or] [and]]]25 the Warrant Securities pursuant to the
Indenture or the terms thereof, the Company may elect, and shall give notice to
the Warrant Agent of its election, to cancel the unexercised Warrants, the
Warrant Certificates and the rights evidenced thereby. Promptly after receipt
of such notice by the Warrant Agent, the Company shall, or, at the Company's
request, the Warrant Agent shall in the name of and at the expense of the
Company, give notice of such cancellation to the Holders of the Warrant
Certificates [in registered form and to the beneficial owners of the Global
Warrant Certificate (except that such notice shall be required to be published
only once)], such notice to be so given not less than 30 nor more than 60 days
prior to the date fixed for the redemption of [[2: the Offered Securities [or]
[and]]]26 the Warrant Securities pursuant to the Indenture or the terms
thereof. The unexercised Warrants, the Warrant Certificates and the rights
evidenced thereby shall be cancelled and become void on the 15th day prior to
such date fixed for redemption.

--------

     24 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     25 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     26 For Warrants sold attached to Offered Securities that are not
immediately detachable.


                                       16
<PAGE>


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

     SECTION 5.02. 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 Warrant
Certificates shall be subject:

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

          (b) Agent for the Company. In acting under this Agreement and in
     connection with the Warrants and the Warrant Certificates, 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
     Holders of Warrant Certificates or beneficial owners of Warrants.

          (c) Counsel. The Warrant Agent may consult with counsel satisfactory
     to it in its reasonable judgment, and the advice of such counsel


                                       17
<PAGE>


     shall be full and complete authorization and protection in respect of any
     action taken, suffered or omitted by it hereunder in good faith and in
     accordance with the advice of such counsel.

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

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

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

          (g) No Liability for Invalidity. The Warrant Agent shall 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 to execute this Agreement and the due execution and delivery
     hereof by the Warrant Agent) or with respect to the validity or execution
     of any Warrant Certificates (except its countersignature thereof).

          (h) No Liability for Recitals. The recitals contained herein shall be
     taken as the statements of the Company and the Warrant Agent assumes no
     liability for the correctness of the same.

          (i) No Implied Obligations. The Warrant Agent shall be obligated to
     perform only such duties as are herein and in the Warrant Certificates
     specifically set forth and no implied duties or obligations shall be read
     into this Agreement or the Warrant Certificates against the Warrant Agent.
     The Warrant Agent shall not be under any obligation to take any action
     hereunder which may tend to involve it in any expense or


                                       18
<PAGE>


     liability, the payment of which within a reasonable time is not, in its
     reasonable opinion, assured to it. The Warrant Agent shall not be
     accountable or under any duty or responsibility for the use by the Company
     of any of the Warrant Certificates countersigned by the Warrant Agent and
     delivered by it to the Company pursuant to this Agreement or for the
     application by the Company of the proceeds of the Warrant Certificates.
     The Warrant Agent shall have no duty or responsibility in case of any
     default by the Company in the performance of its covenants or agreements
     contained herein or in the Warrant Certificates or in the case of the
     receipt of any written demand from a Holder of a Warrant Certificate with
     respect to such default, including, without limiting the generality of the
     foregoing, any duty or responsibility to initiate or attempt to initiate
     any proceedings at law or otherwise or, except as provided in Section
     6.02, 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 Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrants have been exercised or are no longer exercisable.

     (b) The Warrant Agent may at any time resign as such by giving written
notice of its resignation to the Company, specifying the desired date on which
its resignation shall become effective; provided, however, that such date shall
be not less than 90 days after the date on which such notice is given unless
the Company agrees to accept shorter notice. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor Warrant Agent
(which shall be a bank or trust company in good standing, authorized under the
laws of the jurisdiction of its organization to exercise corporate trust
powers) by written instrument in duplicate signed on behalf of the Company, one
copy of which shall be delivered to the resigning Warrant Agent and one copy to
the successor Warrant Agent. The Company may, at any time and for any reason,
remove the Warrant Agent and appoint a successor Warrant Agent (qualified as
aforesaid) by written instrument in duplicate signed on behalf of the Company
and specifying such removal and the date when it is intended to become
effective, one copy of which shall be delivered to the Warrant Agent being
removed and one copy to the successor Warrant Agent. Any resignation or removal
of the Warrant Agent and any appointment of a successor Warrant Agent shall
become effective upon acceptance of appointment by the successor Warrant Agent
as provided in this subsection (b). 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. Upon
its resignation or removal, the Warrant Agent shall be entitled to the payment
by the Company of


                                       19
<PAGE>


the compensation and to the reimbursement of all reasonable out-of-pocket
expenses (including reasonable attorneys' fees) incurred by it hereunder as
agreed to in Section 5.02(a).

     (c) The Company shall remove the Warrant Agent and appoint a successor
Warrant Agent if the Warrant Agent (i) shall become incapable of acting, (ii)
shall be adjudged bankrupt or insolvent, (iii) shall commence a voluntary case
or other proceeding seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, (iv) shall consent to, or shall have had
entered against it a court order for, any such relief or to the appointment of
or taking possession by any such official in any involuntary case or other
proceedings commenced against it, (v) shall make a general assignment for the
benefit of creditors or (vi) shall fail generally to pay its debts as they
become due. Upon the appointment as aforesaid of a successor Warrant Agent and
acceptance by it of such appointment, the predecessor Warrant Agent shall, if
not previously disqualified by operation of law, cease to be Warrant Agent
hereunder.

     (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and 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, immunities, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor shall thereupon become obligated to transfer, deliver and
pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor as Warrant Agent hereunder.

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


                                       20
<PAGE>


                                   ARTICLE 6
                                 MISCELLANEOUS

     SECTION 6.01. Amendment. (a) This Agreement and the terms of the Warrants
and the Warrant Certificates may be amended by the parties hereto, without the
consent of the Holder of any Warrant Certificate or the beneficial owner of any
Warrant, for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective or inconsistent provision contained herein or in
the Warrant Certificates, or making any other provisions with respect to
matters or questions arising under this Agreement as the Company and the
Warrant Agent may deem necessary or desirable, provided that such action shall
not affect adversely the interests of the Holders of the Warrant Certificates
or the beneficial owners of Warrants in any material respect.

     (b) The Company and the Warrant Agent may modify or amend this Agreement
(by means of an agreement supplemental hereto or otherwise) with the consent of
Warrantholders holding not less than a majority in number of the then
outstanding Warrants of all series affected by such modification or amendment,
for any purpose; provided, however, that no such modification or amendment that
changes the exercise price of the Warrants of any series, reduces the amount
receivable upon exercise, cancellation or expiration of the Warrants other than
in accordance with the antidilution provisions or other similar adjustment
provisions included in the terms of the Warrants, shortens the period of time
during which the Warrants of such series may be exercised, or otherwise
materially and adversely affects the exercise rights of the affected
Warrantholders or reduces the percentage of the number of outstanding Warrants
of such series, the consent of whose holders is required for modification or
amendment of this Agreement, may be made without the consent of each
Warrantholder affected thereby. In the case of Warrants evidenced by one or
more Global Warrant Certificates, 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 of the Depositary acting on behalf of such beneficial
owners of Warrants, provided that any such certification is accompanied by a
certification from the Depositary as to the Warrant holdings of such
participants.

     SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.


                                       21
<PAGE>


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

     SECTION 6.04. Applicable Law. The validity, interpretation and performance
of this Agreement and each Warrant Certificate issued hereunder and of the
respective terms and provisions hereof and thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.

     SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the Holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued
upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of any
such delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.

     SECTION 6.06. Obtaining of Governmental Approval. The Company will from
time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States federal and
state laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.

     SECTION 6.07. Persons Having Rights under Warrant Agreement. [Except as
otherwise provided in Section 3.03, nothing] [Nothing] in this Agreement shall
give to any person other than the Company, the Warrant Agent and the Holders of
the Warrant Certificates any right, remedy or claim under or by reason of this
Agreement.

     SECTION 6.08. 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.


                                       22
<PAGE>


     SECTION 6.09. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

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

     SECTION 6.11. Notices to Holders of Warrants. Any notice to Holders of
Warrants evidenced by Warrant Certificates [in registered form] which by any
provisions of this Warrant Agreement is required or permitted to be given shall
be given by first class mail prepaid at such Holder's address as it appears on
the books of the Warrant Agent. [Any notice to beneficial owners of Warrants
evidenced by the Global Warrant Certificate which by any provisions of this
Warrant Agreement is required or permitted to be given shall be given in the
manner provided with respect to Warrant Securities in bearer form in Section
11.04 of the Indenture].


                                       23
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the date first above written.

                                        J.P. MORGAN CHASE & CO.



[SEAL]                                  By:
                                           -------------------------------------
                                           Name:
                                           Title:

Attest:


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


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


[SEAL]                                  By:
                                           -------------------------------------
                                           Name:
                                           Title:
Attest:


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


                                       24
<PAGE>


                                                                      Exhibit A


                FORM OF WARRANT CERTIFICATE [IN REGISTERED FORM]
                         [Face of Warrant Certificate]

                  [[1: This] [2: Prior to       this] Warrant
               Certificate cannot be transferred unless attached
                      to a [Title of Offered Securities].]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

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

           VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON           , 20


No. __________                          __________ Warrants


     This certifies that           or registered assigns (the "Registered
Holder") is the registered owner of the above indicated number of Warrants,
each Warrant entitling such owner to purchase, at any time [after 5:00 P.M.,
New York City time, on            20   and] on or before 5:00 P.M., New York
City time, on             , 20  , principal amount of [Title of Warrant
Securities] (the principal amount of [Title of Warrant Securities] (the "Warrant
Securities") of J.P. Morgan Chase & Co. (the "Company") issued and to be issued
under the Indenture (as hereinafter defined), on the following basis:
[on            20   exercise price of each Warrant will be             during
the period 20   through and including           20   the exercise price of
each Warrant will be          plus [accrued amortization of the original issue
discount] [accrued interest] from            20   [; in each case, the original
issue discount will be amortized at a annual rate, computed on an annual basis
using the "interest" method and using a 360-day year consisting of twelve
30-day months] (the "Warrant Price"). [The original issue discount for each
principal amount of Warrant Securities is         .] the Registered Holder may
exercise the Warrants evidenced hereby by providing certain information set
forth on the back hereof and by paying in full, [in lawful money of the United
States of America] [in applicable currency] [in cash] [by certified check or
official bank check or by bank wire transfer, in each case,] [by


                                      A-1
<PAGE>


bank wire transfer] [in immediately available funds,] the Warrant Price for
each Warrant exercised (plus accrued interest, if any, on the Warrant
Securities to be issued upon exercise of such Warrant from and including the
interest payment date, if any, in respect of such Warrant Securities
immediately preceding the Exercise Date to and including the Exercise Date
(unless the Exercise Date is after the regular record date in respect of such
Warrant Securities, if any, for such interest payment date, but on or before
the immediately succeeding interest payment date for such Warrant Securities,
in which event no such accrued interest shall be payable)) to the Warrant Agent
(as hereinafter defined) and by surrendering this Warrant Certificate, with the
form of election to purchase on the reverse hereof completed and duly executed,
at the corporate trust office of [name of Warrant Agent], or its successor, as
warrant agent (the "Warrant Agent"), [or currently at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).

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

     This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of           20 (the "Warrant Agreement") between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
Registered Holder consents by acceptance hereof. Copies of the Warrant
Agreement and the form of the Warrant Securities are on file at the
above-mentioned office of the Warrant Agent [and at         .

     [The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of [        ], 2001 (the "Indenture")
between the Company and Bankers Trust Company, as Trustee (the "Trustee"), and
will be subject to the terms and provisions contained in the Indentures. Copies
of the Indenture and the form of the Warrant Securities are on file at the
corporate trust office of the Trustee [and at          .]

     [1: This] [2: Prior to        20   this] Warrant Certificate may be
transferred [2: only together with the [Title of Offered Securities] (the
"Offered Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, a transfer of
such Offered


                                      A-2
<PAGE>


Securities,] at the corporate trust office of the Warrant Agent [or       by the
Registered Holder or its assigns, in person or by an attorney duly authorized
in writing, in the manner and subject to the limitations provided in the
Warrant Agreement.

     [1: After] [2: Except as otherwise provided in the immediately preceding
paragraph, after] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or      for
Warrant Certificates in registered form representing the same aggregate number
of Warrants.

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

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

Dated as of            , 20  .


                                             J.P. MORGAN CHASE & CO.
[SEAL]


                                             By
                                               ---------------------------------

Attest:


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


Countersigned:


----------------------------------
      As Warrant Agent


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


                                      A-3
<PAGE>


                        [Reverse of Warrant Certificate]
                      Instructions for Exercise of Warrant


     To exercise the Warrants evidenced hereby, the Registered Holder must pay
in full [in lawful money of the United States of America] [in applicable
currency] [in cash] [by certified check or official bank check or by bank wire
transfer, in each case,] [by bank wire transfer] [in immediately available
funds,] the Warrant Price for Warrants exercised (plus any accrued interest as
specified in this Warrant Certificate) to [insert name of Warrant Agent]
[corporate trust department] [insert address of Warrant Agent], Attn:
[or       , which [payment] [wire transfer] must specify the name of the
Registered Holder and the number of Warrants exercised by such Registered
Holder. In addition, the Registered Holder must complete the information
required below and present this Warrant Certificate in person or by mail
(certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within five business days
of the [payment] [wire transfer].

                    To be Executed Upon Exercise of Warrant

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


                                      A-4
<PAGE>


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


Dated_________________________         Name____________________________________
                                                   (Please Print)

______________________________         Address_________________________________
(Insert Social Security or
Other Identifying Number of            ________________________________________
Holder)
                                       Signature_______________________________


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

                           By hand at__________________________________________
                                     __________________________________________
                                     __________________________________________
                                     __________________________________________
                           By mail at__________________________________________
                                     __________________________________________
                                     __________________________________________
                                     __________________________________________

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


                                      A-5
<PAGE>


                                   Assignment

              (Form of Assignment to be Executed if Holder Desires
                     to Transfer Warrants Evidenced Hereby)

     FOR VALUE RECEIVED             hereby sells, assigns and transfers unto


                                                  Please insert social security
                                                   or other identifying number
                                                  -----------------------------

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

-------------------------------------------------------------------------------
(Please print name and address including zip code)

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

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

Dated:                                -----------------------------------------


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



Signature Guaranteed


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


                                      A-6
<PAGE>


                                                                      Exhibit B


                  [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
                   IN ONLY REGISTERED FORM ARE TO BE ISSUED]

              [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM]
                      [Face of Global Warrant Certificate]

                [[1: The] [2: Prior to        , the] beneficial
                  ownership of any Warrants evidenced by this
                 Global Warrant Certificate may be transferred
                  only together with the beneficial ownership
              of the Temporary Global Security referred to herein
                  to which this Global Warrant Certificate was
                              initially attached.]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                            J.P. MORGAN CHASE & CO.

               GLOBAL WARRANT CERTIFICATE REPRESENTING __________
                    WARRANTS TO PURCHASE OF UP TO __________
               PRINCIPAL AMOUNT OF [Title of Warrant Securities]

                    VOID AFTER [TIME], ON            20  .

     This Global Warrant Certificate evidences warrants (the "Warrants")
representing the right to purchase, subject to the terms and conditions hereof
and of the Debt Warrant Agreement referred to below, at any time [after [time]
on        20   and] on or before the [time] in [location] on          20   up
to aggregate principal amount of [Title of Warrant Securities] (the "Warrant
Securities") of J.P. Morgan Chase & Co. (the "Company") issued and to be issued
under the Indenture (as hereinafter defined), on the following basis: on
20   the exercise price of each Warrant will be        ; during the period
from           20   through and including         20   the exercise price of
each Warrant will be          plus [accrued amortization of the original issue
discount] [accrued interest] from        20   on       20   the exercise price
of each Warrant will be during the period from         20   through and
including           20   the exercise price of each Warrant will


                                      B-1
<PAGE>


be        plus [accrued amortization of the original issue discount] [accrued
interest] from          19  [; in each case, the original issue discount will be
amortized at a   % annual rate, computed on an annual basis using the "interest"
method and using a 360-day year consisting of twelve 30-day months] (the
"Warrant Price"). [The original issue discount of each      principal amount of
Warrant Securities is         .] Beneficial owners of Warrants represented by
this Global Warrant Certificate may cause such Warrants to be exercised only by
transmitting by tested telex or by delivering or causing to be delivered to
Euroclear Bank, as operator of the Euro-clear System (the "Euro-clear
Operator"), in Brussels, Belgium, or to Clearstream Banking S.A.
("Clearstream") in [Luxembourg], a warrant exercise notice, substantially in
the form attached as Exhibit D to the Debt Warrant Agreement referred to below
(the "Warrant Exercise Notice"), copies of which will be available from the
Euro-clear Operator or Clearstream or from [name or Warrant Agent], or its
successor as warrant agent (the "Warrant Agent") under the Debt Warrant
Agreement (the "Debt Warrant Agreement") dated as of        20   between the
Company and the Warrant Agent. The Warrant Exercise Notice shall specify, among
other things, the aggregate principal amount of Warrant Securities to be
purchased on exercise of the Warrants, the account number or numbers on the
records of the Euro-clear Operator or Clearstream to which the Warrants being
exercised [2: and, if prior to          20   the Offered Securities (as defined
below)] to which such Warrants are attached are credited, the account number to
be debited for the Warrant Price of each Warrant being exercised (plus accrued
interest, if any, on the Warrant Securities to be issued upon exercise of such
Warrant from and including the interest payment date, if any, in respect of
such Warrant Securities immediately preceding the Exercise Date to and
including the Exercise Date (unless the Exercise Date is after the regular
record date in respect of such Warrant Securities, if any, for such interest
payment date, but on or before the immediately succeeding interest payment date
for such Warrant Securities, in which event no such accrued interest shall be
payable in respect of Warrant Securities to be issued in registered form)), the
account number to which the Warrant Securities issued on exercise of the
Warrants are to be credited and the form in which Warrant Securities are to be
issued. A Warrant Exercise Notice must be received by the Euro-clear Operator
or Clearstream prior to [time] (Brussels or [Luxembourg] time, as the case may
be) on the business day next preceding the Exercise Date (as defined in such
Warrant Exercise Notice). The delivery to the Euro-clear Operator or
Clearstream, as the case may be, of a Warrant Exercise Notice shall constitute
an irrevocable election to purchase the aggregate principal amount of Warrant
Securities specified therein.

     Any whole number of Warrants evidenced by this Global Warrant Certificate
may be exercised to purchase Warrant Securities in bearer or registered form in
denominations of [       or        , in the case of Warrant Securities in bearer
form, and of and any integral multiple thereof, in the case of Warrant
Securities in registered


                                      B-2
<PAGE>


form; provided, however, that no Warrant Security in bearer form shall be
mailed or otherwise delivered to any location in the United States of America,
its territories or possessions or areas subject to its jurisdiction or the
Commonwealth of Puerto Rico (the "United States").

     The Warrants evidenced by this Global Warrant Certificate, this Global
Warrant Certificate and the rights evidenced hereby may be cancelled in the
manner and under the circumstances described in the Debt Warrant Agreement.
Notice of cancellation of the Warrants evidenced by this Global Warrant
Certificate, this Global Warrant Certificate and the rights evidenced hereby
shall be given by publication in the manner described in the Debt Warrant
Agreement.

     This Global Warrant Certificate is issued under and in accordance with the
Debt Warrant Agreement between the Company and the Warrant Agent and is subject
to the terms and provisions contained in the Debt Warrant Agreement, to all of
which terms and provisions the holder hereof consents by acceptance hereof.
Copies of the Debt Warrant Agreement and the form of Warrant Securities are on
file at the above-mentioned office of the Warrant Agent [and at       ].

     [The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Global Warrant Certificate will be issued under
and in accordance with an Indenture dated as of [      ], 2001 (the "Indenture")
between the Company and Bankers Trust Company, as Trustee (the "Trustee"), and
will be subject to the terms and provisions contained in the Indenture. Copies
of the Indenture and the form of the Warrant Securities are on file at the
corporate trust office of the Trustee [and at          .]

     [1: The] [2: Prior to        19   the] beneficial ownership of any Warrants
evidenced by this Global Warrant Certificate may be transferred only together
with the beneficial ownership of the Temporary Global Security (as defined in
the Debt Warrant Agreement) evidencing the [Title of Offered Securities] (the
"Offered Securities") to which this Global Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, a
transfer of such Temporary Global Security. After such date, the Global Warrant
Certificate, and all rights hereunder, may be transferred by delivery, and the
Company and the Warrant Agent may treat the holder hereof as the owner for all
purposes.

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


                                      B-3
<PAGE>


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

Dated as of            , 20  .


                                                  J.P. MORGAN CHASE & CO.
[SEAL]

                                                  By
                                                    ----------------------------

Attest:


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

Countersigned:


---------------------------------
       As Warrant Agent


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


                                      B-4
<PAGE>


                                   Schedule A

                (additional continuation sheets may be attached
                                  if required)

                             Exercises of Warrants

          The following exercises of a portion of this Global Warrant
               Certificate or Warrant Securities have been made:


Date of      Number of Warrants       Remaining Number of            Notation
Exercise     Exercised for            Warrants Following             Made By:
             Warrant Securities       such Exercise

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


                                      B-5

                                       1
<PAGE>


                                                                      Exhibit C


                  [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
                   IN ONLY REGISTERED FORM ARE TO BE ISSUED]

             [FORM OF CERTIFICATE TO BE DELIVERED TO WARRANT AGENT
                   BY THE EURO-CLEAR OPERATOR OR CLEARSTREAM]

                            J.P. MORGAN CHASE & CO.
                     Warrants (the "Warrants") to Purchase
                          [Title of Warrant Securities]

[Name of Warrant Agent]
[Address]

Dear Sirs:

     The undersigned hereby irrevocably elects to exercise __________
Warrants to purchase as of               (the "Exercise Date") _____ principal
amount of the [title of Warrant Securities] (the "Warrant Securities") of
J.P. Morgan Chase & Co. and represents that it has tendered payment for such
Warrant Securities [in lawful money of the United States of America] [in
applicable currency] [in cash] [by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of J.P. Morgan Chase & Co., c/o [insert name and
address of Warrant Agent], in the amount of _____ in accordance with the terms
hereof and the Debt Warrant Agreement dated as of           20   between J. P.
Morgan Chase & Co. and you (the "Debt Warrant Agreement").

     In connection with the Undersigned's request that you deliver to us any
Warrant Securities in bearer form, the undersigned hereby certifies that as of
the date hereof the Warrant Securities in bearer form which are to be delivered
to the Common Depositary referred to below for our account are not being
acquired, directly or indirectly, by or on behalf of a United States person (as
defined below) or for offer to resell or for resale to a United States person
or any person inside the United States (as defined below) or, if a beneficial
interest in any such Warrant Securities is being acquired by or on behalf of a
United States person, that such United States person is either a financial
institution within the meaning of Section 1.165-12(c)(1)(v) of the United
States Treasury regulations or is acquiring through such a financial
institution and that such Warrant Securities are held by a financial
institution that has agreed to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and


                                      C-1
<PAGE>


the regulations thereunder and that is not purchasing for offer to resell or
for resale inside the United States.

     As a clearing organization within the meaning of Section
1.163-5(c)(2)(i)(B)(4) of the regulations promulgated under the Internal
Revenue Code of 1986, as amended, the undersigned further certifies that (a)
the above certification is based solely on statements received from member
organizations appearing in our records (our "Account Holders") in certificates
in the form set forth in Exhibit D to the Debt Warrant Agreement and (b) as of
the date hereof we have not received any notification from any of our Account
Holders to the effect that the statements made by such Account Holders in such
certificates are no longer true.

     "United States person" means any citizen, national or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source. "United States"
means the United States of America, its territories and possessions and areas
subject to its jurisdiction and the Commonwealth of Puerto Rico.

     We hereby undertake to notify you immediately by telex if any of the
statements of our Account Holders referred to above is not correct at any time
on or before the Warrant Securities in bearer form are delivered. We further
agree to cause a confirmation substantially in the form of Exhibit E to the
Debt Warrant Agreement and a copy of the prospectus relating to the Warrant
Securities delivered to us as contemplated by Section 6.05 of the Debt Warrant
Agreement to be delivered to our Account Holders entitled to such Warrant
Securities prior to or contemporaneously with our transfer of such Warrant
Securities to or to the account of such Account Holders.

     We understand that this certificate is required in connection with United
States laws, tax laws and regulations. We irrevocably authorize you to produce
this Certificate or a copy hereof to any interested party in any administrative
or legal proceedings with respect to the matters covered by this Certificate.


                                      C-2
<PAGE>


     The undersigned requests that said principal amount of Warrant Securities
be [in registered form in the authorized denominations, registered in such
names and delivered all as specified in accordance with the instructions set
forth below] [bearer form in the authorized denominations and delivered
to            as Common Depositary under the Debt Warrant Agreement, to be held
for our account]* [Instructions as to delivery of Warrant Securities to be
issued in registered form].

Dated: ______________, 20__


      Very truly yours,

                                    EUROCLEAR BANK,
                                      as operator of the Euro-clear
                                      System


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

                                    [CLEARSTREAM BANKING S.A.]*


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



* Delete inapplicable reference


                                      C-3
<PAGE>


                                                                      Exhibit D


                  [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
                   IN ONLY REGISTERED FORM ARE TO BE ISSUED]

                       [FORM OF WARRANT EXERCISE NOTICE]


Euroclear Bank,
   as operator of the Euro-clear
   System
   (the "Euro-clear Operator")*
[Address]

Clearstream Banking S.A.*
[Address]

                            J.P. MORGAN CHASE & CO.

                     WARRANTS (THE "WARRANTS") TO PURCHASE
                         [Title of Warrant Securities]
                           (the "Warrant Securities")

Dear Sirs:

     We hereby irrevocably elect to exercise __________ Warrants to purchase
_________ (being _______________ or an integral multiple thereof) aggregate
principal amount of Warrant Securities of J.P. Morgan Chase & Co. (the
"Company") on ____________, 20 __ (the "Exercise Date"). The account number(s)
on your books in which the Warrants being exercised [and the [Title of Offered
Securities] to which such Warrants are attached]** are held is (are)
________________________. The Warrant Securities to be issued to us on exercise
of the Warrants are to be credited to such account, unless otherwise indicated
below and shall be in [registered] [bearer] form in the following authorized
denominations: _______________________.

     We hereby request that you complete a certification in the form required
by the Debt Warrant Agreement hereinafter referred to and make payment directly
to [           ], as Warrant Agent (the "Warrant Agent", which term shall
include its successors as such Warrant Agent), under the Debt Warrant Agreement
dated as of [       ] between the Company and the Warrant Agent (the "Debt
Warrant Agreement") at or prior to [time] on the Exercise Date, or if the
Exercise Date is


                                      D-1
<PAGE>


the last day on which Warrants may be exercised under the Debt Warrant
Agreement, prior to [time] in [location] on the Exercise Date, [in lawful money
of the United States of America] [in applicable currency] [in cash] [by
certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] [in immediately available funds] of ____________, such
amount being the Warrant Price (as defined in the Global Warrant Certificate
representing the Warrants, as provided in Section 1.02 of the Debt Warrant
Agreement) for Warrants exercised (plus any accrued interest as specified in
such Global Warrant Certificate) on the Exercise Date, and debit account number
___________ for said amount.

     The undersigned hereby certifies that as of the date hereof, the Warrant
Securities which are to be delivered in bearer form are not being acquired,
directly or indirectly, by or on behalf of a United States person or for offer
to resell or for resale to a United States person or any person inside the
United States (as defined below) or, if a beneficial interest in such Warrant
Securities is being acquired by or on behalf of a United States person, that
such United States person is either a financial institution within the meaning
of Section 1.165-12(c)(1)(v) of the United States Treasury regulations or is
acquiring such beneficial interest through such financial institution and that
such beneficial interest is held by a financial institution which agrees to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder and
which is not purchasing for offer to resell or for resale inside the United
States. If the undersigned is a dealer, the undersigned agrees to obtain a
similar certificate from each person entitled to delivery of any Warrant
Securities in bearer form purchased from it; provided, however, that if the
undersigned has actual knowledge that the information contained in such a
certificate is false, the undersigned will not deliver a Warrant Security in
temporary or definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned. The
undersigned will be deemed to have actual knowledge if, inter alia, the
undersigned has a United States address for the beneficial owner of such
Warrant Security (other than a financial institution as defined in Section
1.165-12(c)(1)(v) that represents that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), unless the undersigned has
documentary evidence (as described in A-5 of Section 35a.9999-4T of the
regulations promulgated under the Internal Revenue Code of 1986, as amended)
that the beneficial owner of such Warrant Security is not a United States
person. If this certificate is being provided by a clearing organization, it is
based on statements provided to it by its member organizations. As used herein,
a "clearing organization" is an entity which is in the business of holding
obligations for member organizations and transferring obligations among such
members by credit


                                      D-2
<PAGE>


or debit to the account of a member without the necessity of physical delivery
of the obligation.

     We undertake to advise you immediately by telex if the foregoing statement
as to beneficial ownership is not correct on or before the date of delivery of
such Warrant Securities as to the entire principal amount of the Warrant
Securities to be issuable upon exercise [then appearing on your books as being
held for our account].

     We understand that this certificate is required in connection with certain
tax regulations in the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate or
a copy thereof to any interested party in such proceedings. "United States
person" means any citizen, national or resident of the United States or any
political subdivision thereof, any corporation, partnership or other entity
created or organized in or under laws of the United States, or any estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. "United States" means the United States of America,
its territories and possessions and areas subject to its jurisdiction and the
Commonwealth of Puerto Rico.

Dated: ____________, 20__

                                    Very truly yours,

                                    [Name and, if appropriate, title] As the
                                       beneficial owner(s) of the interest in
                                       the Warrants to which this Warrant
                                       Exercise Notice relates.


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


                                      D-3
<PAGE>


                                                                      Exhibit E


                  [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
                   IN ONLY REGISTERED FORM ARE TO BE ISSUED]

                     [FORM OF CONFIRMATION TO BE DELIVERED
                      TO PURCHASERS OF WARRANT SECURITIES
                                IN BEARER FORM]

                            J.P. MORGAN CHASE & CO.
                         [Title of Warrant Securities]
                           (the "Warrant Securities")


     By your purchase of Warrant Securities in bearer form you represent that
you are not a United States person or, if you are a United States person, that
you are a financial institution as defined in Section 1.165-12(c)(1)(v) of the
Treasury Department regulations, purchasing for your own account or for the
account of a customer and that you will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended from
time to time, and the regulations thereunder. Furthermore, if you are a dealer,
you agree that you will deliver a confirmation containing this entire paragraph
to purchasers of such Securities from you. For purposes of this statement,
"United States person" means any citizen, national or resident of the United
States, any corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof or any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the United States
of America, its territories and possessions and areas subject to its
jurisdiction and the Commonwealth of Puerto Rico.


                                      E-1