<PAGE>   1
                                                                     Exhibit 4.1


                  THIS PREFERRED SECURITY DATED MARCH 3, 1999 IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF
DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY DTC TO
A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

                  UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC OR ANY SUCCESSOR DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC OR
ANY SUCCESSOR DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

Preferred Securities            5,400,000
                           ------------------

Number                          1
                           -----------

CUSIP NO.                       46623N208
                           -------------------
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                   Certificate Evidencing Preferred Securities

                                       of

                      J. P. Morgan Index Funding Company I

                          Series C Preferred Securities


                  J.P. Morgan Index Funding Company I, a statutory business
trust created under the laws of the State of Delaware (the "Trust"), hereby
certifies that Cede & Co. (the "Holder") is the registered owner of 5,400,000
preferred securities of the Trust representing undivided beneficial interests in
certain assets of the Trust designated the Preferred Securities, Series C (the
"Preferred Securities"). The transfer of Preferred Securities is registrable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
registration of transfer. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities are set
forth in, and this certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms and provisions of,
the Amended and Restated Declaration of Trust of the Trust dated as of March 26,
1998, as the same may be amended from time to time or supplemented by a
Declaration Supplement (the "Declaration"), including the designation of the
terms of Preferred Securities as set forth in a Declaration Supplement. The
Preferred Securities and the related Common Securities issued by the Trust
pursuant to the Declaration represent undivided beneficial interests in certain
assets of the Trust, specifically (a) the Note associated with the Preferred
Securities and the related Common Securities (the "Note") issued by Morgan
Guaranty Trust Company of New York ("Morgan Guaranty"), a trust company with
full banking powers organized under the laws of the State of New York and a
wholly owned subsidiary of J.P. Morgan & Co. Incorporated, a Delaware
corporation ("JPM"), to the Property Trustee for the benefit of the Holders of
the Preferred Securities and the related Common Securities and (b) the proceeds
of the Note. The Holder is entitled to the benefits of the Guarantee Agreement
of JPM dated as of March 3, 1999 (the "Guarantee"), to the extent provided
therein and is entitled to direct the Property Trustee (as defined in the
Declaration) to enforce its rights under the Note to the extent provided
therein. The Trust will furnish a copy of the Declaration, the Guarantee and the
Note Guarantee (as defined below) to the Holder without charge, upon written
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                                                                               2


request to the Trust, at its principal place of business or registered office.

                  The Holder of this Certificate, by accepting this Certificate,
is deemed to have agreed to the terms of (i) the Note related to the Preferred
Securities and (ii) the Guarantee and the Note Guarantee Agreement dated as of
March 3, 1999, executed and delivered by JPM for the benefit of the Property
Trustee for the benefit of the Holders of the Preferred Securities and the
related Common Securities (the "Note Guarantee"), including that each of the
Guarantee and the Note Guarantee is subordinate and junior in right of payment
to all other indebtedness, liabilities and obligations of JPM and pari passu
with the most senior preferred or preference stock of any series now or
hereafter issued by JPM and pari passu with any guarantee now or hereafter
entered into by JPM in respect of any preferred or preference stock or interest
of any affiliate of JPM, as and to the extent provided in the Guarantee or the
Note Guarantee, as applicable.

                  Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

                  IN WITNESS WHEREOF, the Trustees of the Trust have executed
this certificate as of the day and year first above written.


                                           J.P. MORGAN INDEX FUNDING
                                           COMPANY I,

                                              by
                                                  /s/ Susan McCullin
                                                 ----------------------------
                                                  Name: Susan McCullin
                                                  Title: Regular Trustee

                                              by
                                                  /s/ H. Christian Raymond
                                                 ----------------------------
                                                  Name: H. Christian Raymond
                                                  Title: Regular Trustee
Countersigned and
Registered:

U.S. Bank Trust National
Association, as
Transfer Agent and
Registrar


By: /s/ Catherine F. Donohue
    ---------------------------
       Authorized Officer
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                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Insert assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.


Date: __________________________________

Signature: _____________________________

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.