EXHIBIT 4(b)(4)


                           [FORM OF FACE OF SECURITY]

                    TEMPORARY GLOBAL FIXED RATE BEARER NOTE


BEARER                                                        BEARER
No. TGFX                                                      [PRINCIPAL AMOUNT]

     [COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION
4 OF THE UNITED KINGDOM BANKING ACT 1987.]1

     [A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN ACCORDANCE WITH
REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.]2

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

     THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH
TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT
OF JAPAN EXCEPT PURSUANT TO AN

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     1 Applies only if this Note is denominated in pounds sterling and matures
not more than one year from and including the Original Issue Date.

     2 Applies only if this Note is denominated in pounds sterling and matures
more than one year from and including the Original Issue Date.


<PAGE>


EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE
WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND OTHER RELEVANT LAWS AND
REGULATIONS OF JAPAN.

<TABLE>
                                              J.P. MORGAN CHASE & CO.
                                         GLOBAL MEDIUM-TERM NOTE, SERIES B
                                                   (Fixed Rate)
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE:               MATURITY DATE:
                                 DATE:
-------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL REPAY
   DATE:                         PERCENTAGE:                  DATE(S):                     MENT DATE(S):
-------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            EUROCLEAR NO.:               MINIMUM DENOMINA
                                 PERCENTAGE                                                TIONS:
                                 REDUCTION:
-------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                 REDEMPTION NOTICE             CLEARSTREAM NO.:            APPLICABILITY OF
   AGENT:                        PERIOD:3                                                  MODIFIED PAYMENT
                                                                                           UPON
                                                                                           ACCELERATION OR
                                                                                           REDEMPTION
-------------------------------------------------------------------------------------------------------------------
                              EXCHANGE FOR                 COMMON CODE:                 If yes, state issue Price:
                                 REGISTERED NOTES:
                                 [NO]
-------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:             ORIGINAL YIELD TO            ISIN:                        ORIGINAL YIELD TO
                                 MATURITY:                                                 MATURITY:
-------------------------------------------------------------------------------------------------------------------
</TABLE>

     J.P. Morgan Chase & Co., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to bearer, upon surrender hereof, the principal amount specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon at the Interest Rate
per annum specified above from and including the Interest Accrual Date
specified above until but excluding the date the principal amount is paid or
duly made available for payment (except as provided below), weekly, monthly,
quarterly, semi-annually or annually in arrears on the Interest Payment Dates
specified above in each year commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs fifteen days or less prior to the first Interest Payment
Date occurring after the Interest Accrual Date, interest payments will commence
on the second Interest Payment Date succeeding the Interest Accrual Date.

--------
     3 Applicable if other than 30-60 days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 days may be
possible.


                                       2
<PAGE>


     Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the
Interest Accrual Date, until but excluding the date the principal amount hereof
has been paid or duly made available for payment. Upon any payment of interest
on this Note, the Principal Paying Agent (as defined below) shall cause
Schedule A of this Note to be endorsed to reflect such payment. No payment on
this Note will be made at any office or agency of the Issuer in the United
States or by check mailed to an address in the United States (as defined below)
or by wire transfer to an account maintained by the holder of this Note with a
bank in the United States except as may be permitted under United States
federal tax laws and regulations then in effect without adverse tax
consequences to the Issuer. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents (as defined below) would be illegal or effectively
precluded as a result of exchange controls or similar restrictions, payment on
this Note will be made by a paying agency in the United States, if such paying
agency, under applicable law and regulations, would be able to make such
payment. Notwithstanding any other provision of this Note, no payment of
principal or interest shall be made on any portion of this Note unless there
shall have been delivered to the Principal Paying Agent a certificate
substantially in the form of Exhibit A hereto with respect to the portion of
this Note with respect to which such principal or interest is to be paid. Such
certificate shall have been delivered to the Principal Paying Agent by
Euroclear Bank, as operator of the Euroclear System (the "Euroclear Operator"),
Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"), and/or any
other relevant clearing system (including Societe Interprofessionelle pour la
Compensation des Valeurs Mobilieres and the Intermediaires financiers habilites
authorized to maintain accounts therein ("SICOVAM")) as the case may be, and
shall be based on a certificate substantially in the form of Exhibit B hereto
provided to the Euroclear Operator, Cedelbank and/or any other relevant
clearing system, as the case may be, by those of its account holders who are to
receive such payment of principal or interest.

     This Note is issued in temporary global bearer form and represents all or
a portion of a duly authorized issue of Global Medium-Term Notes, Series B (the
"Notes"), issued under an Indenture, dated as of [          ], 2001, between the
Issuer and Bankers Trust Company, as Trustee (the "Trustee," which term
includes any successor trustee under the Indenture) (as may be amended or
supplemented from time to time, the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Issuer,
the Trustee and holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Issuer has appointed Bankers
Trust Company, as its principal paying agent for the Notes (the "Principal
Paying Agent," which term includes any additional or successor Principal Paying
Agent appointed by the Issuer).

     Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Fixed Rate Bearer Note (the "Permanent
Global Bearer Note") to be issued in exchange for this Note, which terms and
conditions are hereby incorporated by reference herein mutatis mutandis and
shall be binding on the Issuer and the holder hereof as if fully set forth
herein. The form of the Permanent Global Bearer Note is attached hereto.


                                       3
<PAGE>


     This Note is exchangeable in whole or from time to time in part on or
after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator,
Clearstream, Luxembourg and/or any other relevant clearing system, acting on
behalf of the owner of a beneficial interest in this Note, to the Principal
Paying Agent upon delivery to the Principal Paying Agent of a certificate
substantially in the form of Exhibit A hereto with respect to the portion of
this Note to be exchanged. Such certificate shall have been delivered to the
Principal Paying Agent by the Euroclear Operator, Clearstream, Luxembourg
and/or any other relevant clearing system, as the case may be, and shall be
based on a certificate substantially in the form of Exhibit B hereto provided
to the Euroclear Operator, Clearstream and/or any other relevant clearing
system, as the case may be, by those of its account holders having an interest
in the portion hereof to be exchanged. Notwithstanding the foregoing, if this
Note is subject to a tax redemption as described on the reverse of the
Permanent Global Bearer Note attached hereto, interests in this Note may be
exchanged for interests in a permanent Global Bearer Note on and after such
redemption date as if such redemption date had been the Exchange Date, subject
to receipt of the certificates described in the preceding sentence. Upon
exchange of any portion of this Note for an interest in a Permanent Global
Bearer Note, the Principal Paying Agent shall cause Schedule A of this Note to
be endorsed to reflect the reduction of its principal amount by an amount equal
to the aggregate principal amount being so exchanged. Except as otherwise
provided herein, until exchanged for a Permanent Global Bearer Note, this Note
shall in all respects be entitled to the same benefits under the Indenture as a
duly authenticated and delivered Permanent Global Bearer Note.

     As used herein:

          (a) the term "Exchange Date" means the date that is 40 days after the
     date on which the Issuer receives the proceeds of the sale of this Note
     (the "Closing Date"), provided that if an interest represented by this
     Note is held by a manager participating in the distribution of the tranche
     of Notes of which this Note forms a part, as part of an unsold allotment
     or subscription more than 40 days after the Closing Date for this Note,
     the Exchange Date with respect to such interest shall be the day after the
     date such interest is sold by such manager, all as determined and notified
     to the Trustee by the Issuer.

          (b) the term "United States" means the United States of America
     (including the States and the District of Columbia); and its "possessions"
     include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
     Island and the Northern Mariana Islands.

     All other terms used in this Note which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.


                                       4
<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

DATED:                                    J.P. MORGAN CHASE & CO.


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

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

This is one of the Notes referred
  to in the within-mentioned
  Indenture.

BANKERS TRUST COMPANY
  as Trustee


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


                                       5
<PAGE>


                                                                     SCHEDULE A


                             SCHEDULE OF EXCHANGES

     The Initial Principal Amount of this Note is ______________. The following
payments of interest and exchanges of a part of this Note for an interest in a
single Permanent Global Bearer Note have been made:

<TABLE>
<S>                       <C>                     <C>                    <C>                   <C>
                                                   Principal Amount      Remaining Principal
                                                    Exchanged for         Amount Outstanding       Notation Made
   Date of Exchange                                   Permanent               Following          by or on Behalf of
  or Interest Payment     Payment of Interest     Global Bearer Note        Such Exchange      Principal Paying Agent
--------------------------------------------------------------------------------------------------------------------------
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--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                                                      EXHIBIT A


                      [FORM OF CERTIFICATE TO BE GIVEN BY
                THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG
                   AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

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

                            J.P. Morgan Chase & Co.
                       Global Medium-Term Notes, Series B

                  Represented by Temporary Global Note No __.

     This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Appendix 2 to Exhibit B to the Euro
Distribution Agreement relating to such Notes, as of the date hereof,
__________ principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, an estate the income of which is subject
to United States Federal income taxation regardless of its source or a trust if
both (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust ("United States persons"), (ii) is owned by United States persons that
are (a) foreign branches of United States financial institutions (as defined in
the applicable U.S. Treasury Regulations) ("financial institutions") purchasing
for their own account or for resale, or (b) United States persons who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and such United States or foreign financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.


<PAGE>


     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     We further certify (i) that we are not making available herewith for
exchange (or, if relevant, seeking to collect principal or interest with
respect to) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith (or, if relevant, with respect to which principal or
interest is being requested) are no longer true and cannot be relied upon as
the date hereof.

     We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.


                                       2
<PAGE>


Dated:  _______________, 20__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]

                                        EUROCLEAR BANK,
                                         as Operator of the Euroclear System

                                        [CLEARSTREAM BANKING, SOCIETE ANONYME]

                                        [OTHER]



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


                                       3
<PAGE>


                                                                      EXHIBIT B


                 [FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
           HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG
                   AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

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

                            J.P. Morgan Chase & Co.
                       Global Medium-Term Notes, Series B

                  Represented by Temporary Global Note No __.

     This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, an estate the income of which is subject
to United States Federal income taxation regardless of its source or a trust if
both (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (as
defined in the applicable U.S. Treasury Regulations) ("financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise the Issuer or the Issuer's agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the U.S.
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in the applicable
U.S. Treasury Regulations), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your


<PAGE>


Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

     This certification excepts and does not relate to $___________ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
principal or interest) cannot be made until we do so certify.

     We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.


                                       2
<PAGE>


Dated:  _______________, 20__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]

                                              [NAME OF ACCOUNT HOLDER]



                                              By:
                                                 -------------------------------
                                                 (Authorized Signatory)
                                                 Name:
                                                 Title:


                                       3