<PAGE>   1


                                                                     Exhibit 4.2










                               GUARANTEE AGREEMENT


                                    GUARANTEE AGREEMENT (this "Guarantee
                           Agreement"), dated as of March 3, 1999 executed and
                           delivered by J.P. Morgan & Co. Incorporated, a
                           Delaware corporation ("J.P. Morgan") and U.S Bank
                           Trust National Association (formerly known as First
                           Trust of New York, National Association), as the
                           initial Guarantee Trustee (as defined below) for the
                           benefit of the Holders (as defined below) from time
                           to time of the Preferred Securities (as defined
                           below) of J.P. Morgan Index Funding Company I, a
                           Delaware statutory business trust (the "Trust").

                  WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (as amended from time to time, the "Declaration") dated as of March 26,
1998 among the trustees of the Trust, J.P. Morgan, as sponsor (the "Sponsor"),
and the Holders from time to time of undivided beneficial interests in certain
assets of the Trust, the Trust intends to issue and sell from time to time, in
one or more series, up to $650,000,000 aggregate principal amount of its
Commodity-Indexed Preferred Securities (the "Preferred Securities") and related
common securities (the "Common Securities"), in each case representing undivided
beneficial interests in a Related Note (as defined below) associated with such
series and having such rights, preferences, privileges, limitations and
restrictions as are set forth in a declaration supplement (a "Declaration
Supplement") by the Sponsor in the form of Exhibit B to the Declaration
providing for the issue of such series;

                  WHEREAS, the Trust, on behalf of each Series of Securities (as
defined below), will purchase Related Notes (as defined below) from Morgan
Guaranty Trust Company of New York, a trust company with full banking powers
organized under the laws of the State of New York ("Morgan Guaranty"), with the
proceeds from the issuance and sale of each series of Preferred Securities and
related Common Securities; and

                  WHEREAS, J.P. Morgan desires hereby to irrevocably and
unconditionally agree to the extent set forth herein to pay to the Holders the
Guarantee Payments (as defined below) and to make certain other payments on the
terms and conditions set forth herein.
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                  NOW, THEREFORE, in consideration of the purchase by each
Holder of the Preferred Securities, which purchase J.P. Morgan hereby agrees
shall benefit J.P. Morgan and which purchase J.P. Morgan acknowledges will be
made in reliance upon the execution and delivery of this guarantee, J.P. Morgan
executes and delivers this Guarantee Agreement for the benefit of the Holders.



                                    ARTICLE I

                                   Definitions

                  (a) Capitalized terms used in this Guarantee Agreement but not
defined in the preamble above have the respective meanings assigned to them in
this Article I.

                  (b) A term defined anywhere in this Guarantee Agreement has
the same meaning throughout.

                  (c) All references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented
or amended from time to time.

                  (d) All references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified.

                  (e) A term defined in the Trust Indenture Act has the same
meaning when used in this Guarantee Agreement unless otherwise defined in this
Guarantee Agreement or unless the context otherwise requires.

                  (f)  A reference to the singular includes the
plural and vice versa.

                  "Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Securities" means, with respect to a Series of
Securities, the securities representing undivided beneficial interests in a
Related Note associated with such Series of Securities and held by the Property
Trustee for the benefit of the Holders of such Series of Securities, and
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                                                                               3


having the terms set forth in a Declaration Supplement in the form of Exhibit B
to the Declaration.

                  "Covered Person" means any Holder of Preferred Securities.

                  "Distributions" means the periodic distributions and other
payments payable to Holders of Preferred Securities in accordance with the terms
of the Preferred Securities set forth in a Declaration Supplement in the form of
Exhibit B to the Declaration.

                  "Event of Default" means a default by J.P. Morgan on any of
its payment or other obligations under this Guarantee Agreement.

                  "Guarantee Payments" means, with respect to Preferred
Securities of any series, the following payments, without duplication, to the
extent not paid by the Trust: (i) any accumulated and unpaid distributions which
have been theretofore declared on the Preferred Securities of such series, to
the extent Morgan Guaranty has made a corresponding payment on the relevant
Related Note, out of funds legally available therefor, (ii) the Preferred
Redemption Price (including all accumulated and unpaid distributions), to the
extent Morgan Guaranty has made a corresponding payment on the relevant Related
Note, payable out of funds legally available therefor with respect to any
Preferred Securities of such series called for redemption upon redemption
thereof and (iii) upon the liquidation of the Trust, the lesser of (a) the
Liquidation Distribution (as defined below) with respect to such series and (b)
the amount of the assets of the Trust consisting of the relevant Related Note
and the proceeds thereof, legally available for distribution to Holders of
Preferred Securities of such series in liquidation.

                  "Guarantee Trustee" means U.S. Bank Trust National Association
until a Successor Guarantee Trustee has been appointed and accepted such
appointment pursuant to the terms of this Guarantee Agreement and thereafter
means each such Successor Guarantee Trustee.

                  "Holder" means any Person from time to time holding any
Preferred Securities of any series; provided, however, that in determining
whether the Holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include J.P. Morgan or any entity directly or indirectly controlling or
controlled by or under direct or indirect common control with J.P. Morgan.
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                                                                               4


                  "Indemnified Person" means the Guarantee Trustee, any
Affiliate of the Guarantee Trustee, and any officers, directors, shareholders,
members, partners, employees, representatives or agents of the Guarantee
Trustee.

                  "Liquidation Distribution" means, with respect to Preferred
Securities of any series, the aggregate Principal Amount of Preferred Securities
of such series and all accumulated and unpaid distributions (whether or not
declared) with respect to such Preferred Securities to but excluding the date of
payment.

                  "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

                  "Preferred Redemption Price" means, with respect to Preferred
Securities of any series, the aggregate Principal Amount of all Preferred
Securities of such series plus accumulated and unpaid distributions (whether or
not declared) with respect to such series to but excluding the date of
redemption.

                  "Preferred Securities" has the meaning set forth in the first
WHEREAS clause above.

                  "Principal Amount" means, at any time with respect to any
Preferred Security of any series, the Redemption Value, the applicable Early
Redemption Value or the stated liquidation preference thereof, as applicable, as
determined in accordance with the Declaration Supplement creating such Preferred
Securities.

                  "Property Trustee" means the Person acting as Property Trustee
under the Declaration.

                  "Related Note" means any obligation or obligations of Morgan
Guaranty in which the proceeds from the issuance of Preferred Securities of any
series and related Common Securities of such series are invested.

                  "Responsible Officer" means, with respect to the Guarantee
Trustee, the chairman of the board of directors, the president, any
vice-president, any assistant vice- president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer of the Guarantee Trustee
customarily performing functions similar
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                                                                               5


to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer's knowledge of and familiarity with
the particular subject.

                  "Series of Securities" means any series of Preferred
Securities and related Common Securities issued under the Declaration or a
Declaration Supplement.

                  "Successor Guarantee Trustee" means a successor Guarantee
Trustee possessing the qualifications to act as a Guarantee Trustee under
Section 4.01.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.


                                   ARTICLE II

                               Trust Indenture Act

                  SECTION 2.01. Trust Indenture Act; Application. (a) This
Guarantee Agreement is subject to the provisions of the Trust Indenture Act that
are required to be part of this Guarantee Agreement and shall, to the extent
applicable, be governed by such provisions.

                  (b) If and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

                  (c) The application of the Trust Indenture Act to this
Guarantee Agreement shall not affect the nature of the Preferred Securities as
equity securities representing undivided beneficial interests in the relevant
Related Note held by the Trust.

                  SECTION 2.02. Lists of Holders of Preferred Securities. (a)
J.P. Morgan shall provide the Guarantee Trustee with such information as is
required under Section 312(a) of the Trust Indenture Act at the times and in the
manner provided in Section 312(a).

                     (b)  The Guarantee Trustee shall comply with
its obligations under Sections 310(b), 311 and 312(b) of the
Trust Indenture Act.

                  SECTION 2.03. Reports by the Guarantee Trustee. Within 60 days
after May 15 of each year, the Guarantee
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Trustee shall provide to the Holders of the Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form, in
the manner and at the times provided by Section 313 of the Trust Indenture Act.
The Guarantee Trustee shall also comply with the requirements of Section 313(d)
of the Trust Indenture Act.

                  SECTION 2.04. Periodic Reports to the Guarantee Trustee. J.P.
Morgan shall provide to the Guarantee Trustee, the Commission and the Holders of
the Preferred Securities, as applicable, such documents, reports and information
as required by Section 314(a)(1)-(3) (if any) of the Trust Indenture Act and the
compliance certificates required by Section 314(a)(4) and (c) of the Trust
Indenture Act, any such certificates to be provided in the form, in the manner
and at the times required by Section 314(a)(4) and (c) of the Trust Indenture
Act (provided that any certificate to be provided pursuant to Section 314(a)(4)
of the Trust Indenture Act shall be provided within 120 days of the end of each
fiscal year of the Trust).

                  SECTION 2.05. Evidence of Compliance with Conditions
Precedent. J.P. Morgan shall provide the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Guarantee
Agreement which relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given pursuant to
Section 314(c) shall comply with Section 314(e) of the Trust Indenture Act.

                  SECTION 2.06. Events of Default; Waiver. (a) Subject to
Section 2.06(b), Holders of Preferred Securities of any series may by vote of at
least a majority in Principal Amount of the Preferred Securities of such series,
(A) direct the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee, or exercising any trust or power
conferred upon by the Guarantee Trustee, in either case with respect to such
series or (B) on behalf of the Holders of all Preferred Securities of such
series waive any past Event of Default with respect to such series and its
consequences. Upon such waiver, any such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Guarantee Agreement, but no such waiver shall extend to any
subsequent or other default or Event of Default (with respect to such series or
any other series) or impair any right consequent thereon.

                  (b) The right of any Holder of Preferred Securities to receive
payment of the Guarantee Payments in
<PAGE>   7
                                                                               7


accordance with this Guarantee Agreement, or to institute suit for the
enforcement of any such payment, shall not be impaired without the consent of
each such Holder.

                  SECTION 2.07. Disclosure of Information. The disclosure of
information as to the names and addresses of the Holders of the Preferred
Securities in accordance with Section 312 of the Trust Indenture Act, regardless
of the source from which such information was derived, shall not be deemed to be
a violation of any existing law, or any law hereafter enacted which does not
specifically refer to Section 312 of the Trust Indenture Act, nor shall the
Guarantee Trustee be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

                  SECTION 2.08. Conflicting Interest. The Declaration shall be
deemed to be specifically described in this Guarantee Agreement for the purposes
of clause (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.


                                   ARTICLE III

                 Powers, Duties and Rights of Guarantee Trustee

                  SECTION 3.01. Powers and Duties of the Guarantee Trustee. (a)
This Guarantee Agreement shall be held by the Guarantee Trustee in trust for the
benefit of the Holders of the Preferred Securities. The Guarantee Trustee shall
not transfer its right, title and interest in this Guarantee Agreement to any
Person except a Successor Guarantee Trustee on acceptance by such Successor
Guarantee Trustee of its appointment to act as Guarantee Trustee or to a Holder
of Preferred Securities exercising his or her rights pursuant to Section 5.04.
The right, title and interest of the Guarantee Trustee to this Guarantee
Agreement shall vest automatically in each Person who may hereafter be appointed
as Guarantee Trustee in accordance with Article IV. Such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.

                  (b) If an Event of Default with respect to Preferred
Securities of any series occurs and is continuing, the Guarantee Trustee shall
enforce this Guarantee Agreement for the benefit of the Holders of such
Preferred Securities.

                  (c) This Guarantee Agreement and all moneys received by the
Property Trustee hereunder in respect of the Guarantee Payments will not be
subject to any right, charge,
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                                                                               8


security interest, lien or claim of any kind in favor of, or for the benefit of
the Guarantee Trustee or its agents or their creditors.

                  (d) The Guarantee Trustee shall, within 30 days after the
occurrence of an Event of Default with respect to Preferred Securities of any
series, transmit by mail, first class postage prepaid, to the holders of such
Preferred Securities, as their names and addresses appear upon the register,
notice of all Events of Default known to the Guarantee Trustee, unless such
defaults shall have been cured before the giving of such notice; provided, that,
the Guarantee Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers, of the Guarantee Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of such Preferred Securities. The Guarantee Trustee shall not be deemed to have
knowledge of any default except any default as to which the Guarantee Trustee
shall have received written notice or a Responsible Officer charged with the
administration of the Guarantee Agreement shall have obtained written notice.

                  (e) The Guarantee Trustee shall not resign as a Trustee unless
a Successor Guarantee Trustee has been appointed and accepted that appointment
in accordance with Article IV.

                  SECTION 3.02. Certain Rights and Duties of the Guarantee
Trustee. (a) The Guarantee Trustee, before the occurrence of an Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement, and no implied covenants shall be read into this Guarantee
Agreement against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.06(a)), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
this conduct of his or her own affairs.
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                                                                               9


                  (b) No provision of this Guarantee Agreement shall be
construed to relieve the Guarantee Trustee from liability for its own negligent
action, its own negligent failure to act or its own wilful misconduct, except
that:

                  (i) prior to the occurrence of an Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred;

                           (A) the duties and obligations of the Guarantee
                  Trustee shall be determined solely by the express provisions
                  of this Guarantee Agreement, and the Guarantee Trustee shall
                  not be liable except for the performance of such duties and
                  obligations as are specifically set forth in this Guarantee
                  Agreement, and no implied covenants or obligations shall be
                  read into this Guarantee Agreement against the Guarantee
                  Trustee; and

                           (B) in the absence of bad faith on the part of the
                  Guarantee Trustee, the Guarantee Trustee may conclusively
                  rely, as to the truth of the statements and the correctness of
                  the opinions expressed therein, upon any certificates or
                  opinions furnished to the Guarantee Trustee and conforming to
                  the requirements of this Guarantee Agreement; but in the case
                  of any such certificates or opinions that by any provision
                  hereof are specifically required to be furnished to the
                  Guarantee Trustee, the Guarantee Trustee shall be under a duty
                  to examine the same to determine whether or not they conform
                  to the requirements of this Guarantee Agreement;

                  (ii) the Guarantee Trustee shall not be liable for any error
         of judgment made in good faith by a Responsible Officer of the
         Guarantee Trustee, unless it shall be proved that the Guarantee Trustee
         was negligent in ascertaining the pertinent facts;

                  (iii) the Guarantee Trustee shall not be liable with respect
         to any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of Preferred Securities as
         provided herein relating to the time, method and place of conducting
         any proceeding for any remedy available to the Guarantee Trustee, or
         exercising any trust or power conferred upon the Guarantee Trustee
         under this Guarantee Agreement; and
<PAGE>   10
                                                                              10

                  (iv) no provision of this Guarantee Agreement shall require
         the Guarantee Trustee to expend or risk its own funds or otherwise
         incur personal financial liability in the performance of its duties or
         in the exercise of any of its rights or powers, if it shall have
         reasonable ground for believing that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this
         Guarantee Agreement or adequate indemnity against such risk or
         liability is not reasonably assured to it.

                  (c) Subject to the provisions of Section 3.02(a) and (b):

                  (i) whenever in the administration of this
         Guarantee Agreement, the Guarantee Trustee shall deem
         it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action
         hereunder, the Guarantee Trustee (unless other evidence
         is herein specifically prescribed) may, in the absence
         of bad faith on its part, request and rely upon a
         certificate, which shall comply with the provisions of
         Section 314(e) of the Trust Indenture Act, signed by
         any authorized officer of J.P. Morgan;

                  (ii) the Guarantee Trustee (A) may consult with counsel of its
         choice (which may be counsel to J.P. Morgan or any of its Affiliates
         and may include any of its employees) selected by it in good faith and
         with due care and the written advice or opinion of such counsel with
         respect to legal matters 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 reliance thereon and in accordance with
         such advice and opinion and (B) shall have the right at any time to
         seek instructions concerning the administration of this Guarantee
         Agreement from any court of competent jurisdiction;

                  (iii) the Guarantee Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys and the Guarantee Trustee shall not be
         responsible for any misconduct or negligence on the part of any agent
         or attorney appointed by it in good faith and with due care;

                  (iv) the Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee
         Agreement at the request or direction of any Holders of Preferred
         Securities,
<PAGE>   11
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         unless such Holders shall have offered to the Guarantee Trustee
         reasonable security and indemnity against the costs, expenses
         (including its attorneys' fees and expenses) and liabilities that might
         be incurred by it in complying with such request or direction; provided
         that nothing contained in this clause (iv) shall relieve the Guarantee
         Trustee of the obligation, upon the occurrence of an Event of Default
         (which has not been cured or waived) to exercise such of the rights and
         powers vested in it by this Guarantee Agreement, and to use the same
         degree of care and skill in this exercise, as a prudent person would
         exercise or use under the circumstances in the conduct of his or her
         own affairs; and

                  (v) any action taken by the Guarantee Trustee or its agents
         hereunder shall bind the Holders of any affected series of Preferred
         Securities and the signature of the Guarantee Trustee or its agents
         alone shall be sufficient and effective to perform any such action; and
         no third party shall be required to inquire as to the authority of the
         Guarantee Trustee to so act, or as to its compliance with any of the
         terms and provisions of this Guarantee Agreement, both of which shall
         be conclusively evidenced by the Guarantee Trustee's or its agent's
         taking such action.

                  SECTION 3.03. Not Responsible for Recitals or Issuance of
Guarantee Agreement. The recitals contained in this Guarantee Agreement shall be
taken as the statements of J.P. Morgan and the Guarantee Trustee does not assume
any responsibility for their correctness. The Guarantee Trustee makes no
representations as to the validity or sufficiency of this Guarantee Agreement.


                                   ARTICLE IV

                                Guarantee Trustee

                  SECTION 4.01. Qualifications. (a) There shall at all times be
a Guarantee Trustee which shall:

                  (i) not be an Affiliate of J.P. Morgan; and

                  (ii) be a corporation organized and doing business under the
         laws of the United States of America or any State or Territory thereof
         or of the District of Columbia, or a corporation or Person permitted by
         the Commission to act as an institutional trustee under the Trust
         Indenture Act, authorized under such laws to
<PAGE>   12
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         exercise corporate trust powers, having a combined capital and surplus
         of at least $50,000,000, and subject to supervision or examination by
         Federal, State, Territorial or District of Columbia authority. If such
         corporation publishes reports of condition at least annually, pursuant
         to law or to the requirements of the supervising or examining authority
         referred to above, then for the purposes of this Section 4.01(a)(ii),
         the combined capital and surplus of such corporation shall be deemed to
         be its combined capital and surplus as set forth in its most recent
         report of condition so published.

                  If at any time the Guarantee Trustee shall cease to satisfy
the requirements of clauses (i)-(ii) above, the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.02. If
the Guarantee Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and
J.P. Morgan shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.

                  SECTION 4.02. Appointment, Removal and Resignation of
Guarantee Trustee. (a) Subject to Section 4.02(b), the Guarantee Trustee may be
appointed or removed without cause at any time by J.P. Morgan.

                  (b) The Guarantee Trustee shall not be removed in accordance
with Section 4.02(a) until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.01(a) has been
appointed and has accepted such appointment by written instrument executed by
such Successor Guarantee Trustee and delivered to J.P. Morgan and the Guarantee
Trustee being removed.

                  (c) The Guarantee Trustee appointed to office shall hold
office until his successor shall have been appointed or until its removal or
resignation.

                  (d) The Guarantee Trustee may resign from office (without need
for prior or subsequent accounting) by an instrument (a "Resignation Request")
in writing signed by the Guarantee Trustee and delivered to J.P. Morgan, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that no such resignation of the Guarantee
Trustee shall be effective until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.01(a) has been
appointed and has accepted such appointment by instrument executed by such
Successor
<PAGE>   13
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Guarantee Trustee and delivered to J.P. Morgan and the resigning Guarantee
Trustee.

                  (e) If no Successor Guarantee Trustee shall have been
appointed and accepted appointed as provided in this Section 4.02 within 60 days
after delivery to J.P. Morgan of a Resignation Request, the resigning Guarantee
Trustee may petition any court of competent jurisdiction for appointment of a
Successor Guarantee Trustee. Such court may thereupon after such notice, if any,
as it may deem proper and prescribe, appoint a Successor Guarantee Trustee.



                                    ARTICLE V

                                    Guarantee

                  SECTION 5.01. Guarantee. J.P. Morgan irrevocably and
unconditionally agrees, to the extent set forth herein, to pay in full to the
Holders of Preferred Securities of each series the Guarantee Payments with
respect to such Preferred Securities, as and when due (except to the extent paid
by the Trust), regardless of any defense, right of set- off or counterclaim
which the Trust may have or assert. This Guarantee Agreement is continuing,
irrevocable, unconditional and absolute.

                  SECTION 5.02. Waiver of Notice. J.P. Morgan hereby waives
notice of acceptance of this Guarantee Agreement and of any liability to which
it applies or may apply, presentment, demand for payment, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

                  SECTION 5.03. Obligations Not Affected. The obligations,
covenants, agreements and duties of J.P. Morgan under this Guarantee Agreement
shall in no way be affected or impaired by reason of the happening from time to
time of any of the following:

                  (a) the release or waiver, by operation of law or otherwise,
         of the performance or observance by the Trust of any express or implied
         agreement, covenant, term or condition relating to the Preferred
         Securities of any series to be performed or observed by the Trust;

                  (b) the extension of time for the payment by the Trust of all
         or any portion of the distributions, Preferred Redemption Price,
         liquidation distributions or any other sums payable under the terms of
         the
<PAGE>   14
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         Preferred Securities of any series or the extension of time for the
         performance of any other obligation under, arising out of, or in
         connection with, the Preferred Securities of any series;

                  (c) any failure, omission, delay or lack of diligence on the
         part of the Holders to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Holders pursuant to the
         terms of the Preferred Securities of any series, or any action on the
         part of the Trust granting indulgence or extension of any kind;

                  (d) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt of, or other similar proceedings
         affecting, the Trust or any of the assets of the Trust;

                  (e) any invalidity of, or defect or deficiency in,
         the Preferred Securities of any series;

                  (f) the settlement or compromise of any obligation
         guaranteed hereby or hereby incurred; or

                  (g) any other circumstances whatsoever that might otherwise
         constitute a legal or equitable discharge or defense of a guarantor, it
         being the intent of this Section 5.03 that the obligations of J.P.
         Morgan hereunder shall be absolute and unconditional under any and all
         circumstances.

There shall be no obligation of the Holders to give notice to, or obtain consent
of, J.P. Morgan with respect to the happening of any of the foregoing.

                  SECTION 5.04. Enforcement of Guarantee Agreement. J.P. Morgan
and the Guarantee Trustee expressly acknowledge that (i) this Guarantee
Agreement will be deposited with the Guarantee Trustee to be held for the
benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this
Guarantee Agreement on behalf of the Holders; (iii) Holders representing not
less than a majority in Principal Amount of the Preferred Securities of any
series have the right to direct the time, method and place of conducting any
proceeding for any remedy available in respect of this Guarantee Agreement with
respect to such Preferred Securities including the giving of directions to the
Guarantee Trustee, or exercising any trust or other power conferred upon the
Guarantee Trustee under this Guarantee
<PAGE>   15
                                                                              15


Agreement, and (iv) any Holder of Preferred Securities of any series may
institute a legal proceeding directly against J.P. Morgan to enforce its rights
under this Guarantee Agreement, without first instituting a legal proceeding
against the Trust, the Guarantee Trustee, or any other Person.

                  SECTION 5.05. Guarantee of Payment. This is a guarantee of
payment and not merely of collection. This Guarantee Agreement will not be
discharged except by payment of the Guarantee Payments in full (without
duplication of amounts theretofore paid by the Trust).

                  SECTION 5.06. Subrogation. J.P. Morgan shall be subrogated to
all (if any) rights of the Holders against the Trust in respect of any amounts
paid to the Holders by J.P. Morgan under this Guarantee Agreement and the Trust
shall not be required to make payment to the Holders of any amount of Guarantee
Payments in respect of which payment has theretofore been made by J.P. Morgan
pursuant to Section 5.01 hereof; provided, however, that J.P. Morgan shall not
(except to the extent required by mandatory provisions of law) exercise any
rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of a payment under
this Guarantee Agreement, if, at the time of any such payment, any amounts are
due and unpaid under this Guarantee Agreement. If any amount shall be paid to
J.P. Morgan in violation of the preceding sentence, J.P. Morgan agrees to pay
over such amount to the Holders for application to the Guarantee Payments then
due hereunder, if any, or to offset payments due to the Holders by the Trust.

                  SECTION 5.07. Independent Obligations. J.P. Morgan
acknowledges that its obligations hereunder are independent of the obligations
of the Trust with respect to the Preferred Securities and that J.P. Morgan shall
be liable as principal and sole debtor hereunder to make Guarantee Payments
pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence
of any event referred to in subsections (a) through (g), inclusive, of Section
5.03 hereof.


                                   ARTICLE VI

                    Limitation of Transactions; Subordination

                  SECTION 6.01. Limitation of Transactions. So long as any
Preferred Securities of any series remain outstanding, J.P. Morgan shall: (i)
not cause or permit any
<PAGE>   16
                                                                              16


Common Securities to be transferred; (ii) maintain 100% ownership of all
outstanding securities of each series of the Trust other than the Preferred
Securities of any series; (iii) not voluntarily dissolve, wind up, liquidate or
terminate the Trust; (iv) not incur or permit to exist any indebtedness of the
Trust; and (v) not take any actions inconsistent with the treatment of the Trust
as a grantor trust for United States Federal income tax purposes. So long as any
Preferred Securities remain outstanding, J.P. Morgan will not declare or pay
dividends on, or redeem, purchase, acquire or make a distribution or liquidation
payment with respect to, any of its common stock or preferred stock or make any
Guarantee Payment with respect thereto if at such time (i) J.P. Morgan shall be
in default with respect to its Guarantee Payments or other payment obligations
hereunder or (ii) there shall have occurred any event of default under the
Declaration; provided, however, that the foregoing restrictions shall not apply
to (a) dividends, redemptions, purchases, acquisitions, distributions or
payments made by J.P. Morgan by way of issuance of shares of its capital stock,
(b) payments of accrued dividends by J.P. Morgan upon the redemption, exchange
or conversion of any preferred stock of J.P. Morgan as may be outstanding from
time to time in accordance with the terms of such preferred stock, (c) cash
payments made by J.P. Morgan in lieu of delivering fractional shares upon the
redemption, exchange or conversion of any preferred stock of J.P. Morgan as may
be outstanding from time to time in accordance with the terms of such preferred
stock, (d) repurchases, redemptions or other acquisitions of shares of capital
stock of J.P. Morgan in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of employees, officers,
directors of consultants, or (e) any declaration of a dividend in connection
with the implementation of a stockholders' rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of such
rights pursuant thereto.

                  SECTION 6.02. Subordination. This Guarantee Agreement will
constitute an unsecured obligation of J.P. Morgan and will rank (i) subordinate
and junior in right of payment to all other liabilities of J.P. Morgan, (ii)
pari passu with the most senior preferred stock outstanding as of the date
hereof of J.P. Morgan and (iii) senior to J.P. Morgan's common stock. J.P.
Morgan's obligations under this Guarantee Agreement will rank pari passu with
respect to obligations under other guarantee agreements which it may enter into
from time to time to the extent that such agreements shall be entered into in
substantially the form hereof and provided for comparable guarantees by J.P.
Morgan
<PAGE>   17
                                                                              17


of payment on other preferred securities issued by the Trust or any similar
trust sponsored by J.P. Morgan.


                                   ARTICLE VII

                                   Termination

                  SECTION 7.01. This Guarantee Agreement shall terminate and be
of no further force and effect as to Preferred Securities of any series upon
full payment of the Preferred Redemption Price of such series, and shall
terminate completely upon full payment of the amounts payable to Holders upon
liquidation of the Trust; provided, however, that this Guarantee Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid under the Preferred
Securities of such series or under this Guarantee Agreement for any reason
whatsoever. J.P. Morgan agrees to indemnify each Holder and hold it harmless
against any loss it may suffer in such circumstances.


                                  ARTICLE VIII

                    Limitation of Liability; Indemnification

                  SECTION 8.01. Exculpation. (a) No Indemnified Person shall be
liable, responsible or accountable in damages or otherwise to J.P. Morgan or any
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Guarantee Agreement or by
law, except that an Indemnified Person shall be liable for any such loss, damage
or claim incurred by reason of such Indemnified Person's negligence or wilful
misconduct with respect to such acts or omissions.

                  (b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of J.P. Morgan and upon such information,
opinions, reports or statements presented to J.P. Morgan by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of J.P. Morgan, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amounts of
assets from which
<PAGE>   18
                                                                              18


Distributions to Holders of Preferred Securities might properly be paid.

                  SECTION 8.02. Indemnification. (a) To the fullest extent
permitted by applicable law, J.P. Morgan shall indemnify and hold harmless each
Indemnified Person from and against any loss, damage or claim incurred by such
Indemnified Person by reason of any act or omission performed or omitted by such
Indemnified Person in good faith and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Guarantee Agreement, except that no Indemnified
Person shall be entitled to be indemnified in respect of any loss, damage or
claim incurred by such Indemnified Person by reason of negligence or wilful
misconduct with respect to such acts or omissions.

                  (b) To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by an Indemnified Person in defending
any claim, demand, action, suit or proceeding shall, from time to time, be
advanced by J.P. Morgan prior to the final disposition of such claim, demand,
action, suit or proceeding upon receipt by J.P. Morgan of an undertaking by or
on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified as
authorized in Section 8.02(a).


                                   ARTICLE IX

                                  Miscellaneous


                  SECTION 9.01. Successors and Assigns. All guarantees and
agreements contained in this Guarantee Agreement shall bind the successors,
assigns, receivers, trustees and representatives of J.P. Morgan and shall inure
to the benefit of the Holders of the Preferred Securities then outstanding. J.P.
Morgan shall not assign its obligations hereunder without the prior approval of
Holders of not less than a majority in Principal Amount of all Preferred
Securities of all series then outstanding voting as a single class.

                  SECTION 9.02. Amendments. Except with respect to any changes
or waivers which do not adversely affect the rights of Holders (in which case no
vote will be required), this Guarantee Agreement may only be amended or waived
by instrument in writing signed by J.P. Morgan and the Guarantee Trustee with
the prior approval of the Holders of
<PAGE>   19
                                                                              19


not less than a majority in Principal Amount of all Preferred Securities of each
affected series then outstanding voting as a single class. The provisions of
Section 12.02 of the Declaration concerning meetings of Holders shall apply to
the giving of such approval.

                  SECTION 9.03. Notices. Any notice, request or other
communication required or permitted to be given hereunder to J.P. Morgan shall
be given in writing by mail or by facsimile transmission (followed by mail),
addressed to J.P. Morgan, as follows:

                  (a) if given to J.P. Morgan, to the address set
         forth below or such other address as J.P. Morgan may
         give notice of to the Holders:

                           J.P. Morgan & Co. Incorporated
                           60 Wall Street
                           New York, New York 10260-0060
                           Facsimile No.:  (212) 648-5175
                           Attention:  Assistant Secretary

                  (b) if given to the Guarantee Trustee, to the address set
         forth below or such other address as the Guarantee Trustee may give
         notice to the Holders:

                           U.S. Bank Trust National Association
                           100 Wall Street
                           Suite 1600
                           New York, New York 10005
                           Facsimile No.:  (212) 809-5459
                           Attention:  Corporate Trust Administration

                  (c) if given to any Holder of Preferred Securities of any
         series, at the address set forth on the books and records of the Trust
         relating to such series.

                  All notices hereunder shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

                  SECTION 9.04. Genders. The masculine, feminine and neuter
genders used herein shall include the masculine, feminine and neuter genders.
<PAGE>   20
                                                                              20


                  SECTION 9.05. Benefit. This Guarantee Agreement is solely for
the benefit of the Holders and, subject to Section 3.01(a), is not separately
transferable from the Preferred Securities.

                  SECTION 9.06. Governing Law. THIS GUARANTEE AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS).

                  SECTION 9.07. Counterparts. This Guarantee Agreement may be
executed in counterparts, each of which shall be an original; but such
counterparts shall together constitute one and the same instrument.

                  SECTION 9.08. Exercise of Overallotment Option. If and to the
extent that any Preferred Securities are issued by the Trust upon exercise of
any overallotment option, J.P. Morgan agrees to give prompt notice thereof to
the Guarantee Trustee but the failure to give such notice shall not relieve J.P.
Morgan of any of its obligations hereunder.


                  IN WITNESS WHEREOF, this Guarantee Agreement is executed as of
the day and year first above written.



                                              J.P. MORGAN & CO.
                                              INCORPORATED,


                                              By /s/    Gene A. Capello
                                                 ------------------------------
                                                 Name:  Gene A. Capello
                                                 Title: Vice President and
                                                        Assistant General
                                                        Counsel


                                              U.S. BANK TRUST
                                              NATIONAL ASSOCIATION, as
                                              Guarantee Trustee,

                                              By /s/    Catherine F. Donahue
                                                 ------------------------------
                                                 Name:  Catherine F. Donahue
                                                 Title: Vice President
<PAGE>   21
STATE OF NEW YORK        )
                         )
COUNTY OF NEW YORK       )


                  BEFORE ME, the undersigned authority, on this 3rd day of
March, 1999, personally appeared of J.P. Morgan & Co. Incorporated, known to me
(or proved to me by introduction upon the oath of a person known to me) to be
the person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same as the act of such trust for
the purposes and consideration herein expressed and in the capacity therein
stated.

                  GIVEN UNDER MY HAND AND SEAL THIS 3RD DAY OF MARCH, 1999.

{SEAL}

                                          /s/  Marion I. Pearson
                                          -------------------------------------
                                          NOTARY PUBLIC, STATE OF NEW YORK
                                          Print Name:   Marion I. Pearson
                                                        -----------------------
                                          Commission Expires: March 19, 2000
                                                              -----------------
<PAGE>   22
STATE OF NEW YORK        )
                         )
COUNTY OF NEW YORK       )


                  BEFORE ME, the undersigned authority, on this 3rd
    day of March, 1999, personally appeared              of U.S. Bank Trust
National Association, known to me (or proved to me by introduction upon the oath
of a person known to me) to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he/she executed the
same as the act of such trust for the purposes and consideration herein
expressed and in the capacity therein stated.

                  GIVEN UNDER MY HAND AND SEAL THIS 3RD DAY OF MARCH, 1999.

{SEAL}

                                          /s/  Marion I. Pearson
                                          -------------------------------------
                                          NOTARY PUBLIC, STATE OF NEW YORK
                                          Print Name:   Marion I. Pearson
                                                        -----------------------
                                          Commission Expires: March 19, 2000
                                                              ------------------