<PAGE>   1
                                                                     EXHIBIT 4.6
================================================================================





                                    FORM OF

                   AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                             JPM CAPITAL TRUST [  ]


                               _________________



                          DATED AS OF           , 199





================================================================================
<PAGE>   2
                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
 <S>                                                                                                   <C>
 PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1


 RECITALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1
</TABLE>
                                   ARTICLE I

                                  Definitions

<TABLE>
 <S>                       <C>                                                                         <C>
 SECTION 1.01               Certain terms defined; other terms defined in the Trust Indenture
                                 Act of 1939, as amended, or by reference therein in the
                                 Securities Act of 1933, as amended, to have the meanings
                                 assigned therein . . . . . . . . . . . . . . . . . . . . . . .

                                                                                                       2

                            Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2
                            Book Entry Interest . . . . . . . . . . . . . . . . . . . . . . . .        3
                            Business Day  . . . . . . . . . . . . . . . . . . . . . . . . . . .        3
                            Business Trust Act  . . . . . . . . . . . . . . . . . . . . . . . .        3
                            Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3
                            Certificate of Trust  . . . . . . . . . . . . . . . . . . . . . . .        3
                            Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . .        3
                            Clearing Agency Participant . . . . . . . . . . . . . . . . . . . .        3
                            Closing Date  . . . . . . . . . . . . . . . . . . . . . . . . . . .        3
                            Code  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3
                            Commission  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            Common Securities . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            Common Security Certificate . . . . . . . . . . . . . . . . . . . .        4
                            Covered Person  . . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            Debenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            Debentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            Definitive Preferred Security Certificates  . . . . . . . . . . . .        4
                            Delaware Trustee  . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            Depositary Agreement  . . . . . . . . . . . . . . . . . . . . . . .        4

</TABLE>
__________________________________

     *  This Table of Contents does not constitute part of the Amended and
Restated Declaration of Trust and should not have any bearing upon the
interpretation of any of its terms or provisions.
<PAGE>   3
                                                                   Contents p. 2

<TABLE>
                            <S>                                                                       <C>
                            Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            Event of Default  . . . . . . . . . . . . . . . . . . . . . . . . .        5
                            Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . . .        4
                            Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5
                            Global Certificate  . . . . . . . . . . . . . . . . . . . . . . . .        5
                            Holder  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5
                            Indemnified Person  . . . . . . . . . . . . . . . . . . . . . . . .        5
                            Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5
                            Indenture Event of Default  . . . . . . . . . . . . . . . . . . . .        5
                            Investment Company  . . . . . . . . . . . . . . . . . . . . . . . .        5
                            Investment Company Act  . . . . . . . . . . . . . . . . . . . . . .        5
                            Legal Action  . . . . . . . . . . . . . . . . . . . . . . . . . . .        5
                            Liquidation Distribution  . . . . . . . . . . . . . . . . . . . . .        5
                            Majority in liquidation amount of the Securities  . . . . . . . . .        6
                            Ministerial Action  . . . . . . . . . . . . . . . . . . . . . . . .        6
                            Option Closing Date . . . . . . . . . . . . . . . . . . . . . . . .        6
                            Original Declaration  . . . . . . . . . . . . . . . . . . . . . . .        6
                            Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . .        6
                            Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        6
                            Preferred Guarantee . . . . . . . . . . . . . . . . . . . . . . . .        6
                            Preferred Securities  . . . . . . . . . . . . . . . . . . . . . . .        6
                            Preferred Security Beneficial Owner . . . . . . . . . . . . . . . .        6
                            Preferred Security Certificate  . . . . . . . . . . . . . . . . . .        7
                            Property Trustee  . . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Property Account  . . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Regular Trustee . . . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Related Party . . . . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Resignation Request . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Rule 3a-7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        7
                            Securities Act  . . . . . . . . . . . . . . . . . . . . . . . . . .        7
                            66-2/3% in liquidation amount of the Securities . . . . . . . . . .        8
                            Special Event . . . . . . . . . . . . . . . . . . . . . . . . . . .        8
                            Sponsor or JPM  . . . . . . . . . . . . . . . . . . . . . . . . . .        8
                            Successor Delaware Trustee  . . . . . . . . . . . . . . . . . . . .        8
                            Successor Property Trustee  . . . . . . . . . . . . . . . . . . . .        8
                            10% in liquidation amount of the Securities . . . . . . . . . . . .        8
                            Treasury Regulations  . . . . . . . . . . . . . . . . . . . . . . .        8
                            Trustee or Trustees . . . . . . . . . . . . . . . . . . . . . . . .        9
                            Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . .        9
                            Underwriting Agreement  . . . . . . . . . . . . . . . . . . . . . .        9
</TABLE>






<PAGE>   4
                                                                   Contents p. 3
<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
 <S>                        <C>                                                                     <C>
                                                              ARTICLE II

                                                         Trust Indenture Act
                                                         -------------------

 SECTION 2.01               Trust Indenture Act; Application  . . . . . . . . . . . . . . . . .        9
 SECTION 2.02               List of Holders of Preferred
                            Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       10
 SECTION 2.03               Reports by the Property Trustee . . . . . . . . . . . . . . . . . .       10
 SECTION 2.04               Periodic Reports to Property Trustee  . . . . . . . . . . . . . . .       10
 SECTION 2.05               Evidence of Compliance with Conditions Precedent  . . . . . . . . .
                                                                                                      10
 SECTION 2.06               Events of Default; Waiver . . . . . . . . . . . . . . . . . . . . .       10
 SECTION 2.07               Disclosure of Information . . . . . . . . . . . . . . . . . . . . .       13


                                                             ARTICLE III

                                                             Organization
                                                             ------------

 SECTION 3.01               Name  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13
 SECTION 3.02               Office  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13
 SECTION 3.03               Issuance of the Trust Securities  . . . . . . . . . . . . . . . . .       14
 SECTION 3.04               Purchase of Debentures  . . . . . . . . . . . . . . . . . . . . . .       14
 SECTION 3.05               Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       15
 SECTION 3.06               Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       16
 SECTION 3.07               Title to Property of the Trust  . . . . . . . . . . . . . . . . . .       16
 SECTION 3.08               Powers and Duties of the Regular
                            Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       16
 SECTION 3.09               Prohibition of Actions by Trust and Trustees  . . . . . . . . . . .       19
 SECTION 3.10               Powers and Duties of the Property Trustee . . . . . . . . . . . . .       20
 SECTION 3.11               Delaware Trustee  . . . . . . . . . . . . . . . . . . . . . . . . .       24
 SECTION 3.12               Certain Rights and Duties of the Property Trustee . . . . . . . . .       24
 SECTION 3.13               Registration Statement and Related Matters  . . . . . . . . . . . .       28
 SECTION 3.14               Filing of Amendments to Certificate of Trust  . . . . . . . . . . .       29
 SECTION 3.15               Execution of Documents by Regular Trustees  . . . . . . . . . . . .       29
 SECTION 3.16               Trustees Not Responsible for Recitals or Issuance of Securities . .       29
 SECTION 3.17               Duration of Trust . . . . . . . . . . . . . . . . . . . . . . . . .       30
</TABLE>
<PAGE>   5
                                                                   Contents p. 4
<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
 <S>                        <C>                                                                       <C>
                                                              ARTICLE IV

                                                               Sponsor
                                                               -------

 SECTION 4.01               Purchase of Common Securities by
                            Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       30
 SECTION 4.02               Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       30


                                                              ARTICLE V

                                                               Trustees
                                                               --------

 SECTION 5.01               Number of Trustees; Qualifications  . . . . . . . . . . . . . . . .       31
 SECTION 5.02               Appointment, Removal and Resignation of Trustees  . . . . . . . . .       34
 SECTION 5.03               Vacancies Among Trustees  . . . . . . . . . . . . . . . . . . . . .       35
 SECTION 5.04               Effect of Vacancies . . . . . . . . . . . . . . . . . . . . . . . .       36
 SECTION 5.05               Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       36
 SECTION 5.06               Delegation of Power . . . . . . . . . . . . . . . . . . . . . . . .       37


                                                              ARTICLE VI

                                                            Distributions
                                                            -------------

 SECTION 6.01               Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . .       37


                                                             ARTICLE VII

                                                        Issuance of Securities
                                                        ----------------------


 SECTION 7.01               General Provisions Regarding
                            Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       37


                                                             ARTICLE VIII

                                                         Termination of Trust
                                                         --------------------

 SECTION 8.01               Termination of Trust  . . . . . . . . . . . . . . . . . . . . . . .       40
</TABLE>
<PAGE>   6
                                                                   Contents p. 5
<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
 <S>                        <C>                                                                     <C>
                                                              ARTICLE IX

                                                        Transfer of Interests
                                                        ---------------------

 SECTION 9.01               Transfer of Securities  . . . . . . . . . . . . . . . . . . . . . .       40
 SECTION 9.02               Transfer of Certificates  . . . . . . . . . . . . . . . . . . . . .       41
 SECTION 9.03               Deemed Security Holders . . . . . . . . . . . . . . . . . . . . . .       42
 SECTION 9.04               Book Entry Interests  . . . . . . . . . . . . . . . . . . . . . . .       42
 SECTION 9.05               Notices to Holders of Certificates  . . . . . . . . . . . . . . . .       43
 SECTION 9.06               Appointment of Successor Clearing
                            Agency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       43
 SECTION 9.07               Definitive Preferred Securities Certificates  . . . . . . . . . . .       43
 SECTION 9.08               Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . .       44


                                                              ARTICLE X

                                               Limitation of Liability, Indemnification
                                               ----------------------------------------

 SECTION 10.01              Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . .       44
 SECTION 10.02              Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . .       45
 SECTION 10.03              Outside Business  . . . . . . . . . . . . . . . . . . . . . . . . .       46


                                                              ARTICLE XI

                                                              Accounting
                                                              ----------

 SECTION 11.01              Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . .       47
 SECTION 11.02              Certain Accounting Matters  . . . . . . . . . . . . . . . . . . . .       47
 SECTION 11.03              Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       48
 SECTION 11.04              Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . .       48


                                                             ARTICLE XII

                                                       Amendments and Meetings
                                                       -----------------------

 SECTION 12.01              Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       49
 SECTION 12.02              Meetings of the Holders of Securities; Action by Written Consent  .       50

</TABLE>
<PAGE>   7
                                                                   Contents p. 6
<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
 <S>                        <C>                                                                       <C>
                                                             ARTICLE XIII

                                                 Representations of Property Trustee
                                                 -----------------------------------
                                                         and Delaware Trustee
                                                         --------------------

 SECTION 13.01              Representations and Warranties of Property Trustee  . . . . . . . .       52


                                                             ARTICLE XIV

                                                            Miscellaneous
                                                            -------------

 SECTION 14.01              Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       53
 SECTION 14.02              Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . .       55
 SECTION 14.03              Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . .       55
 SECTION 14.04              Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       55
 SECTION 14.05              Partial Enforceability  . . . . . . . . . . . . . . . . . . . . . .       55
 SECTION 14.06              Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . .       55
 SECTION 14.07              Intention of the Parties  . . . . . . . . . . . . . . . . . . . . .       56
 SECTION 14.08              Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . .       56

 SIGNATURES AND SEALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        56
</TABLE>

 EXHIBIT A  CERTIFICATE OF TRUST

 EXHIBIT B  TERMS OF THE PREFERRED SECURITIES

 EXHIBIT C  TERMS OF THE COMMON SECURITIES
<PAGE>   8
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                             JPM CAPITAL TRUST [  ]

                                     , 199


                                  AMENDED AND RESTATED DECLARATION OF TRUST
                          ("Declaration"), dated and effective as of
                          , 199 , by the undersigned trustees (together with
                          all other Persons from time to time duly appointed
                          and serving as trustees in accordance with the
                          provisions of this Declaration, the "Trustees"), J.P.
                          Morgan & Co. Incorporated, a Delaware corporation, as
                          trust sponsor ("JPM" or the "Sponsor"), and the
                          holders, from time to time, of undivided beneficial
                          interests in the assets of the JPM Capital Trust [
                          ] to be issued pursuant to this Declaration.


                 WHEREAS the Sponsor and the Trustees entered into a
Declaration of Trust dated as of October 29, 1996 (the "Original Declaration")
in order to establish JPM Capital Trust [   ], a statutory business trust (the
"Trust") under the Business Trust Act (as defined herein);

                 WHEREAS the Certificate of Trust (the "Certificate of Trust")
of the Trust was filed with the office of the Secretary of State of the State
of Delaware on October 29, 1996;

                 WHEREAS the Trustees and the Sponsor desire to continue the
Trust pursuant to the Business Trust Act for the purpose of, as described more
fully in Sections 3.03, 3.04 and 3.05 hereof, (i) issuing and selling Preferred
Securities (as defined herein) representing preferred undivided beneficial
interests in the assets of the Trust for cash and investing the proceeds
thereof in Debentures (as defined herein) of JPM issued under the Indenture (as
defined herein) to be held as assets of the Trust, (ii) issuing and selling
Common Securities (as defined herein) representing common undivided beneficial
interests in the assets of the Trust to JPM for cash and investing the
<PAGE>   9
                                                                               2


proceeds thereof in additional Debentures issued under the Indenture to be held
as assets of the Trust and (iii) engaging in such other activities as are
necessary, convenient or incidental thereto; and


                 NOW, THEREFORE, it being the intention of the parties hereto
that the Trust constitute a business trust under the Business Trust Act, that
the Original Declaration be amended and restated in its entirety as provided
herein and that this Declaration constitute the governing instrument of such
business trust, the Trustees declare that all assets referred to in clauses (i)
and (ii) of the previous Whereas clause purchased by the Trust will be held in
trust for the benefit of the Holders (as defined herein) from time to time of
the Certificates (as defined herein) representing undivided beneficial
interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration.


                                   ARTICLE I

                                  Definitions

                 SECTION 1.01.  Definitions.  (a)  Capitalized terms used in
this Declaration but not defined in the preamble above have the respective
meanings assigned to them in this Section 1.01; (b) a term defined anywhere in
this Declaration has the same meaning throughout; (c) all references to "the
Declaration" or "this Declaration" are to this Amended and Restated Declaration
of Trust (including Exhibits A, B and C hereto (the "Exhibits")) as modified,
supplemented or amended from time to time; (d) all references in this
Declaration to Articles and Sections and Exhibits are to Articles and Sections
of and Exhibits to this Declaration unless otherwise specified; (e) a term
defined in the Trust Indenture Act has the same meaning when used in this
Declaration unless otherwise defined in this Declaration or unless the context
otherwise requires; and (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 or any successor rule thereunder.
<PAGE>   10
                                                                               3


                 "Book Entry Interest" means a beneficial interest in a Global
Certificate registered in the name of a Clearing Agency or a nominee thereof,
ownership and transfers of which shall be maintained and made through book
entries by such Clearing Agency as described in Section 9.04.

                 "Business Day" means any day other than a Saturday, Sunday or
any other day on which banking institutions in New York, New York are
authorized or required by law to close.

                 "Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from
time to time.

                 "Certificate" means a Common Security Certificate or a
Preferred Security Certificate.

                 "Certificate of Trust" has the meaning set forth in the second
Whereas clause above.

                 "Clearing Agency" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as
depository for the Preferred Securities and in whose name, or in the name of a
nominee of that organization, shall be registered a Global Certificate and
which shall undertake to effect book entry transfers and pledges of the
Preferred Securities.

                 "Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time the
Clearing Agency effects book entry transfers and pledges of securities
deposited with the Clearing Agency.

                 "Closing Date" means the Closing Date as specified in the
Underwriting Agreement, which date is also the date of execution and delivery
of this Declaration.

                 "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation.  A reference to a specific
section of the Code refers not only to such specific section but also to any
corresponding provision of any Federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.
<PAGE>   11
                                                                               4



                 "Commission" means the Securities and Exchange Commission.

                 "Common Securities" has the meaning specified in Section
7.01(b).

                 "Common Security Certificate" means a definitive certificate
in fully registered form representing a Common Security substantially in the
form of Annex I to Exhibit C.

                 "Covered Person" means (i) any officer, director, shareholder,
partner, member, representative, employee or agent of the Trust or its
Affiliates, (ii) any officer, director, shareholder, employee, representative
or agent of JPM or any of its Affiliates and (iii) the Holders from time to
time of the Securities.

                 "Debenture Trustee" means First Trust of New York, National
Association, as trustee under the Indenture, until a successor, if any, is
appointed thereunder and thereafter means such successor trustee.

                 "Debentures" means the series of Junior Subordinated
Debentures issued by JPM under the Indenture to the Property Trustee and
entitled the "___% Junior Subordinated Debentures due [   ]".

                 "Definitive Preferred Security Certificates" has the meaning
set forth in Section 9.04.

                 "Delaware Trustee" has the meaning set forth in Section
5.01(a)(3).

                 "Depositary Agreement" means the agreement among the Trust,
the Property Trustee and DTC dated as of the Closing Date, as the same may be
amended or supplemented from time to time.

                 "Distribution" means a distribution payable to Holders of
Securities in accordance with Section 6.01.

                 "DTC" means The Depository Trust Company, the initial Clearing
Agency.

                 "Event of Default" in respect of the Securities means an
Indenture Event of Default has occurred and is continuing in respect of the
Debentures.
<PAGE>   12
                                                                               5


                 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.

                 "Fiscal Year" has the meaning specified in Section 11.01.

                 "Global Certificate" has the meaning set forth in Section
9.04.

                 "Holder" means a Person in whose name a Certificate
representing a Security is registered, such Person being a beneficial owner
within the meaning of the Business Trust Act.

                 "Indemnified Person" means any Trustee, any Affiliate of any
Trustee, any officer, director, shareholder, member, partner, employee,
representative or agent of any Trustee, or any employee or agent of the Trust
or any of its Affiliates.

                 "Indenture" means the Indenture dated as of          , 199
between JPM and the Debenture Trustee, as supplemented by the [   ]
Supplemental Indenture thereto dated as of             , 199  , pursuant to
which the Debentures are to be issued, as each may be amended or supplemented
from time to time.

                 "Indenture Event of Default" means an event or condition
defined as an "Event of Default" with respect to the Debentures under Section
6.01(a) of the Indenture has occurred and is continuing.

                 "Investment Company" means an investment company as defined in
the Investment Company Act.

                 "Investment Company Act" means the Investment Company Act of
1940, as amended from time to time, or any successor legislation.

                 "Legal Action" has the meaning specified in Section 3.08(g).

                 "Liquidation Distribution" has the meaning set forth in the
terms of the Securities as set forth in Exhibits B and C hereto.
<PAGE>   13
                                                                               6


                 "Majority in liquidation amount of the Securities" means,
except as otherwise required by the Trust Indenture Act and except as provided
in the penultimate paragraph of paragraph 5 of Exhibit B hereto, Holder(s) of
outstanding Securities voting together as a single class or, as the context may
require, Holder(s) of outstanding Preferred Securities or Common Securities
voting separately as a class, who are the record owners of a relevant class of
Securities whose liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined)
represents more than 50% of the liquidation amount of all outstanding
Securities of such class.

                 "Ministerial Action" has the meaning set forth in Section 4(c)
of the terms of the Securities as set forth in Exhibits B and C hereto.

                 "Option Closing Date" means the Option Closing Date as
specified in the Underwriting Agreement.

                 "Original Declaration" has the meaning set forth in the first
Whereas clause above.

                 "Paying Agent" has the meaning specified in Section 3.10(i).

                 "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 Guarantee" means the Guarantee Agreement dated as
of     , 199  of JPM in respect of the Preferred Securities.

                 "Preferred Securities" has the meaning specified in Section
7.01(b).

                 "Preferred Security Beneficial Owner" means, with respect to a
Book Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of
a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect
<PAGE>   14
                                                                               7


participant, in each case in accordance with the rules of such Clearing
Agency).

                 "Preferred Security Certificate" means a definitive
certificate in fully registered form representing a Preferred Security
substantially in the form of Annex I to Exhibit B.

                 "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.01(c) and having the duties set forth for
the Property Trustee herein.

                 "Property Account" has the meaning specified in Section
3.10(c)(i).

                 "Quorum" means a majority of the Regular Trustees or, if there
are only two Regular Trustees, both such Regular Trustees.

                 "Regular Trustee" means any Trustee other than the Property
Trustee or the Delaware Trustee.

                 "Related Party" means any direct or indirect wholly owned
subsidiary of JPM or any Person which owns, directly or indirectly, 100% of the
outstanding voting securities of JPM.

                 "Resignation Request" has the meaning specified in Section
5.02(d).

                 "Responsible Officer" means, with respect to the Property
Trustee, any officer of the Property Trustee with responsibility for the
administration of this Declaration 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.

                 "Rule 3a-7" means Rule 3a-7 under the Investment Company Act
or any successor rule thereunder.

                 "Securities" means the Common Securities and the Preferred
Securities.

                 "Securities Act" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.
<PAGE>   15
                                                                               8


                 "66-2/3% in liquidation amount of the Securities" means,
except as otherwise required by the Trust Indenture Act and except as provided
in the penultimate paragraph of paragraph 5 of Exhibit B hereto, Holder(s) of
outstanding Securities voting together as a single class or, as the context may
require, Holder(s) of outstanding Preferred Securities or Common Securities,
voting separately as a class, who are the record owners of a relevant class of
Securities whose liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined)
represents 66-2/3% or more of the liquidation amount of all outstanding
Securities of such class.

                 "Special Event" has the meaning set forth in Section 4(c) of
the terms of the Securities as set forth in Exhibits B and C hereto.

                 "Sponsor" or "JPM" means J.P. Morgan & Co. Incorporated, a
Delaware corporation, or any successor entity in a merger, consolidation or
other business combination transaction in its capacity as sponsor of the Trust.

                 "Successor Delaware Trustee" has the meaning specified in
Section 5.02(b)(ii).

                 "Successor Property Trustee" means a successor Trustee
possessing the qualifications to act as Property Trustee under Section
5.02(b)(i).

                 "10% in liquidation amount of the Securities" means, except as
otherwise required by the Trust Indenture Act and except as provided in the
penultimate paragraph of paragraph 5 of Exhibit B hereto, Holder(s) of
outstanding Securities voting together as a single class or, as the context may
require, Holder(s) of outstanding Preferred Securities or Common Securities,
voting separately as a class, who are the record owners of a relevant class of
Securities whose liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined)
represents 10% or more of the liquidation amount of all outstanding Securities
of such class.
<PAGE>   16
                                                                               9


                 "Treasury Regulations" means the income tax regulations,
including temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

                 "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as a Trustee in accordance with
the provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

                 "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended from time to time, or any successor legislation.

                 "Underwriting Agreement" means the Underwriting Agreement
dated             , 199  among the Trust, the Sponsor and J.P. Morgan
Securities, Inc. [and the other representatives named therein], as
representative[s] of the several underwriters named therein.


                                   ARTICLE II

                              Trust Indenture Act

                 SECTION 2.01.  Trust Indenture Act; Application.  (a)  This
Declaration is subject to the provisions of the Trust Indenture Act that are
required to be part of this Declaration and shall, to the extent applicable, be
governed by such provisions; (b) if and to the extent that any provision of
this Declaration 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 Property Trustee, to the extent permitted by applicable
law and/or the rules and regulations of the Commission, shall be the only
Trustee which is a trustee for the purposes of the Trust Indenture Act; and (d)
the application of the Trust Indenture Act to this Declaration shall not affect
the nature of the Securities as equity securities representing undivided
beneficial interests in the assets of the Trust.
<PAGE>   17
                                                                              10


                 SECTION 2.02.  Lists of Holders of Preferred Securities.  (a)
Each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide the Property 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); and (b) the Property 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 Property Trustee.  Within 60
days after [May 15] of each year, the Property Trustee shall provide to the
Holders of the 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 Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

                 SECTION 2.04.  Periodic Reports to Property Trustee.  Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide to
the Property Trustee, the Commission and the Holders of the 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).

                 SECTION 2.05.  Evidence of Compliance with Conditions
Precedent.  Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration 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(c), Holders of Preferred Securities may, by vote of at least a
Majority in liquidation amount of the Preferred Securities, (A) in accordance
with the terms of the Preferred Securities, direct the time, method and place
of conducting any
<PAGE>   18
                                                                              11


proceeding for any remedy available to the Property Trustee, or exercising any
trust or power conferred upon the Property Trustee, or (B) on behalf of the
Holders of all Preferred Securities, waive any past Event of Default in respect
of the Preferred Securities and its consequences; provided that, if the Event
of Default arises out of an Indenture Event of Default:

                 (i) which is not waivable under the Indenture, the Event of
         Default under this Declaration shall also be not waivable; or

                 (ii) which requires the consent or vote of (1) holders of
         Debentures representing a specified percentage greater than a majority
         in principal amount of the Debentures, or (2) each holder of
         Debentures, the Event of Default under this Declaration may only be
         waived by, in the case of clause (1) above, the vote of Holders of
         Preferred Securities representing such specified percentage of the
         aggregate liquidation amount of the Preferred Securities or, in the
         case of clause (2) above, each Holder of Preferred Securities.

Upon such waiver, any such default shall cease to exist, and any Event of
Default with respect to the Preferred Securities arising therefrom shall be
deemed to have been cured for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or Event of Default with
respect to the Preferred Securities or impair any right consequent thereto.

                 (b)  Subject to Section 2.06(c), Holders of Common Securities
may, by vote of at least a Majority in liquidation amount of the Common
Securities, (A) in accordance with the terms of the Common Securities, direct
the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee, or exercising any trust or power conferred
upon the Property Trustee, or (B) on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences; provided that if the Event of Default arises
out of an Indenture Event of Default:

                 (i) which is not waivable under the Indenture, except where
         the Holders of the Common Securities are deemed to have waived such
         Event of Default under the
<PAGE>   19
                                                                              12


         Declaration as provided below, the Event of Default under this
         Declaration shall also not be waivable; or

                 (ii) which requires the consent or vote of (1) holders of
         Debentures representing a specified percentage greater than a majority
         in principal amount of the Debentures or (2) each holder of
         Debentures, except where the holders of the Common Securities are
         deemed to have waived such Event of Default under this Declaration as
         provided below, the Event of Default under this Declaration may only
         be waived by, in the case of clause (1) above, the vote of Holders of
         Common Securities representing such specified percentage of the
         aggregate liquidation amount of the Common Securities or, in the case
         of clause (2) above, each holder of Common Securities; and

provided further that each Holder of Common Securities will be deemed to have
waived any Event of Default with respect to the Common Securities and its
consequences until all Events of Default with respect to the Preferred
Securities have been cured, waived by the Holders of Preferred Securities as
provided in this Declaration or otherwise eliminated and until all Events of
Default with respect to the Preferred Securities have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting solely
on behalf of the Holders of the Preferred Securities and only the Holders of
the Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of this Declaration or the Securities.  In the event
that an Event of Default with respect to the Preferred Securities is waived by
the Holders of Preferred Securities as provided in this Declaration, the
Holders of Common Securities agree that such waiver shall also constitute the
waiver of such Event of Default with respect to the Common Securities for all
purposes under this Declaration without any further act, vote or consent of the
Holders of the Common Securities.  Subject to the foregoing provisions of this
Section 2.06(b), upon such waiver, any such default shall cease to exist and
any Event of Default with respect to the Common Securities arising therefrom
shall be deemed to have been cured for every purpose of this Declaration, but
no such waiver shall extend to any subsequent or other default or Event of
Default with respect to the Common Securities or impair any right consequent
thereon.
<PAGE>   20
                                                                              13


                 (c)  The right of any Holder of Securities to receive payment
of Distributions on the Securities in accordance with this Declaration and the
terms of the Securities set forth in Exhibits B and C on or after the
respective payment dates therefor, or to institute suit for the enforcement of
any such payment on or after such payment dates, shall not be impaired without
the consent of such Holder.

                 (d)  As provided in the terms of the Securities set forth in
Exhibits B and C hereto, a waiver of an Indenture Event of Default by the
Property Trustee at the written direction of the Holders of the Preferred
Securities constitutes a waiver of the corresponding Event of Default under
this Declaration in respect of the Securities.

                 SECTION 2.07.  Disclosure of Information.  The disclosure of
information as to the names and addresses of the Holders of the 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
Property Trustee be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.


                                  ARTICLE III

                                  Organization

                 SECTION 3.01.  Name.  The Trust continued by this Declaration
is named "JPM Capital Trust [     ]" as such name may be modified from time to
time by the Regular Trustees following written notice to the Holders of
Securities.  The Trust's activities may be conducted under the name of the
Trust or any other name deemed advisable by the Regular Trustees.

                 SECTION 3.02.  Office.  The address of the principal office of
the Trust is c/o J.P. Morgan & Co. Incorporated, 60 Wall Street, New York, New
York 10260-0060.  Upon ten days' written notice to the Holders (a copy of such
notice to be sent to the Property Trustee and the Delaware Trustee), the
Regular Trustees may change the location of the Trust's principal office.  The
name of the registered agent and office of the Trust in the State of Delaware
is
<PAGE>   21
                                                                              14


Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890.  At any time, the Regular Trustees may designate
another registered agent and/or registered office.

                 SECTION 3.03.  Issuance of the Trust Securities.  On
, 199 , the Sponsor, on behalf of the Trust and pursuant to the Original
Declaration, executed and delivered the Underwriting Agreement.  On the Closing
Date and contemporaneously with the execution and delivery of this Declaration,
the Regular Trustees, on behalf of the Trust, shall execute and deliver (i) to
the underwriters named in the Underwriting Agreement, a Global Certificate,
registered in the name of the nominee of the initial Clearing Agency as
specified in Section 9.04, in an aggregate amount of            Preferred
Securities having an aggregate liquidation amount of $          , against
receipt of the aggregate purchase price of such Preferred Securities of $
, and (ii) to the Sponsor, Common Securities Certificates, registered in the
name of the Sponsor, in an aggregate amount of Common Securities having an
aggregate liquidation amount of $           , against receipt of the aggregate
purchase price of such Common Securities of $          .  In the event and to
the extent the overallotment option granted by the Trust pursuant to the
Underwriting Agreement is exercised by such underwriters, on the Option Closing
Date the Regular Trustees, on behalf of the Trust, shall execute and deliver
(i) to such underwriters a Global Certificate, registered in the name of the
nominee of the initial Clearing Agency as specified in Section 9.04, in an
aggregate amount of up to             Preferred Securities having an aggregate
liquidation amount of up to $          , against receipt of the aggregate
purchase price of such Preferred Securities of up to $       , and (ii) to the
Sponsor, Common Securities Certificates, registered in the name of the Sponsor,
in an aggregate amount of up to [       ] Common Securities having an aggregate
liquidation amount of up to $[    ] against receipt of the aggregate purchase
price of such Common Securities of up to $[    ].

                 SECTION 3.04.  Purchase of Debentures.  On the Closing Date
and contemporaneously with the execution and delivery of this Declaration, the
Regular Trustees, on behalf of the Trust, shall purchase from the Sponsor with
the proceeds received by the Trust from the sale of the Securities on such date
pursuant to Section 3.03, at a purchase price of 100% of the principal amount
thereof,
<PAGE>   22
                                                                              15


Debentures, registered in the name of the Property Trustee and having an
aggregate principal amount equal to $         , and, in satisfaction of the
purchase price for such Debentures, the Regular Trustee, on behalf of the
Trust, shall deliver or cause to be delivered to the Sponsor the sum of $
 .  In the event the overallotment option granted by the Trust with respect to
the Preferred Securities pursuant to the Underwriting Agreement is exercised by
the underwriters named therein, on the Option Closing Date the Regular
Trustees, on behalf of the Trust, shall purchase from the Sponsor with the
proceeds received by the Trust from the sale of the Securities on such date
pursuant to Section 3.03, at a purchase price of 100% of the principal amount
thereof, additional Debentures, registered in the name of the Property Trustee
and having an aggregate principal amount of up to $           , and, in
satisfaction of the purchase price for such Debentures, the Regular Trustees,
on behalf of the Trust, shall deliver or cause to be delivered to the Sponsor
an amount equal to the aggregate principal amount of the Debentures being
purchased.

                 SECTION 3.05.  Purpose.  The exclusive purposes and functions
of the Trust are:  (a)(i) to issue and sell Preferred Securities for cash and
use the proceeds of such sales to acquire from JPM Debentures issued under the
Indenture having an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities so issued and sold; (ii) to
enter into such agreements and arrangements as may be necessary in connection
with the sale of Preferred Securities to the initial purchasers thereof
(including the Underwriting Agreement) and to take all actions and exercise
such discretion as may be necessary or desirable in connection therewith and to
file such registration statements or make such other filings under the
Securities Act, the Exchange Act or state securities or "Blue Sky" laws as may
be necessary or desirable in connection therewith and the issuance of the
Preferred Securities; and (iii) to issue and sell Common Securities to JPM for
cash and use the proceeds of such sale to purchase as trust assets an equal
aggregate principal amount of Debentures issued under the Indenture; and (b)
except as otherwise limited herein, to engage in such other activities as are
necessary, convenient or incidental thereto.  The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets or, at any time while the Securities are outstanding, otherwise
undertake (or permit to be undertaken) an activity that would result in or
cause the Trust to be treated as
<PAGE>   23
                                                                              16


anything other than a grantor trust for United States federal income tax
purposes.

                 SECTION 3.06.  Authority.  Subject to the limitations provided
in this Declaration and to the specific duties of the Property Trustee, the
Regular Trustees shall have exclusive and complete authority to carry out the
purposes of the Trust.  An action taken by the Regular Trustees in accordance
with their powers shall constitute the act of and serve to bind the Trust and
an action taken by the Property Trustee in accordance with its powers shall
constitute the act of and serve to bind the Trust.  In dealing with the
Trustees acting on behalf of the Trust, no Person shall be required to inquire
into the authority of the Trustees to bind the Trust.  Persons dealing with the
Trust are entitled to rely conclusively on the power and authority of the
Trustees as set forth in this Declaration.

                 SECTION 3.07.  Title to Property of the Trust.  Except as
provided in Section 3.10 with respect to the Debentures and the Property
Account or unless otherwise provided in this Declaration, legal title to all
assets of the Trust shall be vested in the Trust.  The Holders shall not have
legal title to any part of the assets of the Trust, but shall have an
individual undivided beneficial interest in the assets of the Trust.

                 SECTION 3.08.  Powers and Duties of the Regular Trustees.  The
Regular Trustees shall have the exclusive power, authority and duty to cause
the Trust, and shall cause the Trust, to engage in the following activities:

                 (a) to issue Preferred Securities and Common Securities, in
         each case in accordance with this Declaration; provided, however, that
         the Trust may issue no more than one series of Preferred Securities
         and no more than one series of Common Securities; and provided further
         that there shall be no interests in the Trust other than the
         Securities and the issuance of Securities shall be limited to (x) a
         one-time, simultaneous issuance of both Preferred Securities and
         Common Securities on the Closing Date and (y) any subsequent issuance
         of both Preferred Securities and Common Securities on the Option
         Closing Date pursuant to an exercise of the overallotment option
         granted to the underwriters in the Underwriting Agreement;
<PAGE>   24
                                                                              17


                 (b) in connection with the issuance of the Preferred
         Securities, at the direction of the Sponsor, to effect or cause to be
         effected the filings, and to execute or cause to be executed the
         documents, set forth in Section 3.13 and to execute, deliver and
         perform on behalf of the Trust the Depositary Agreement;

                 (c) to acquire as trust assets Debentures with the proceeds of
         the sale of the Preferred Securities and Common Securities; provided,
         however, that the Regular Trustees shall cause all the Debentures to
         be held of record in the name of the Property Trustee for the benefit
         of the Holders of the Preferred Securities and the Common Securities;

                 (d) to cause the Trust to enter into such agreements and
         arrangements as may be necessary or desirable in connection with the
         sale of Preferred Securities to the initial purchasers thereof and the
         consummation thereof, and to take all action, and exercise all
         discretion, as may be necessary or desirable in connection with the
         consummation thereof;

                 (e) to give the Sponsor and the Property Trustee prompt
         written notice of the occurrence of a Special Event; provided that the
         Regular Trustees shall consult with the Sponsor and the Property
         Trustee before taking or refraining to take any Ministerial Action in
         relation to a Special Event;

                 (f) to establish a record date with respect to all actions to
         be taken hereunder that require a record date be established,
         including for the purposes of Section 316(c) of the Trust Indenture
         Act and with respect to Distributions, voting rights, redemptions and
         exchanges, and to issue relevant notices to Holders of the Preferred
         Securities and the Common Securities as to such actions and applicable
         record dates;

                 (g) to bring or defend, pay, collect, compromise, arbitrate,
         resort to legal action or otherwise adjust claims or demands of or
         against the Trust ("Legal Action"), unless, pursuant to Section
         3.10(e), the Property Trustee has the exclusive power to bring such
         Legal Action;
<PAGE>   25
                                                                              18


                 (h) to employ or otherwise engage employees and agents (who
         may be designated as officers with titles) and managers, contractors,
         advisors and consultants and pay reasonable compensation for such
         services;

                 (i) to cause the Trust to comply with the Trust's obligations
         under the Trust Indenture Act;

                 (j) to give the certificate to the Property Trustee required
         by Section 314(a)(4) of the Trust Indenture Act, which certificate may
         be executed by any Regular Trustee;

                 (k) to incur expenses which are necessary or incidental to
         carrying out any of the purposes of the Trust;

                 (l) to act as, or appoint another Person to act as, registrar
         and transfer agent for the Securities, the Regular Trustees hereby
         initially appointing the Property Trustee for such purposes;

                 (m) to take all actions and perform such duties as may be
         required of the Regular Trustees pursuant to the terms of the
         Securities set forth in Exhibits B and C hereto;

                 (n) to execute all documents or instruments, perform all
         duties and powers and do all things for and on behalf of the Trust in
         all matters necessary, convenient or incidental to the foregoing;

                 (o) to take all action which may be necessary or appropriate
         for the preservation and the continuation of the Trust's valid
         existence, rights, franchises and privileges as a statutory business
         trust under the laws of the State of Delaware and of each other
         jurisdiction in which such existence is necessary to protect the
         limited liability of the Holders of the Securities or to enable the
         Trust to effect the purposes for which the Trust has been created;

                 (p) to take all action, not inconsistent with this Declaration
         or with applicable law, which the Regular Trustees determine in their
         discretion to be reasonable
<PAGE>   26
                                                                              19


         and necessary or desirable in carrying out the activities of the Trust
         as set out in this Section 3.08, in order that:

                          (i) the Trust will not be deemed to be an Investment
                 Company required to be registered under the Investment Company
                 Act;

                          (ii) the Trust will not be classified for United
                 States Federal income tax purposes as an association taxable
                 as a corporation or a partnership and will be treated as a
                 grantor trust for United States Federal income tax purposes;
                 and

                          (iii) the Trust will comply with any requirements
                 imposed by any taxing authority on holders of instruments
                 treated as indebtedness for Unites States Federal income tax
                 purposes;

         provided that such action does not adversely affect the interests of
         Holders;

                 (q) to take all action necessary to cause all applicable tax
         returns and tax information reports that are required to be filed with
         respect to the Trust to be duly prepared and filed by the Regular
         Trustees, on behalf of the Trust; and

                 (r) subject to the requirements of Rule 3a-7 and Section
         317(b) of the Trust Indenture Act, to appoint one or more Paying
         Agents in addition to the Property Trustee.

                 The Regular Trustees must exercise the powers set forth in
this Section 3.08 in a manner which is consistent with the purposes and
functions of the Trust set out in Section 3.05 and the Regular Trustees shall
not take any action which is inconsistent with the purposes and functions of
the Trust set forth in Section 3.05.

                 Subject to this Section 3.08, the Regular Trustees shall have
none of the powers nor any of the authority of the Property Trustee set forth
in Section 3.10.

                 SECTION 3.09.  Prohibition of Actions by Trust and Trustees.
The Trust shall not, and the Trustees (including the Property Trustee) shall
cause the Trust not to, engage in any activity other than as required or
authorized by this
<PAGE>   27
                                                                              20


Declaration.  In particular, the Trust shall not, and the Trustees (including
the Property Trustee) shall cause the Trust not to:

                 (a) invest any proceeds received by the Trust from holding the
         Debentures, but shall promptly distribute all such proceeds to Holders
         of Securities pursuant to the terms of this Declaration and of the
         Securities;

                 (b) acquire any assets other than as expressly provided
         herein;

                 (c) possess Trust property for other than a Trust purpose;

                 (d) make any loans, other than loans represented by the
         Debentures;

                 (e) possess any power or otherwise act in such a way as to
         vary the Trust assets or the terms of the Securities in any way
         whatsoever;

                 (f) issue any securities or other evidences of beneficial
         ownership of, or beneficial interests in, the Trust other than the
         Securities;

                 (g) incur any indebtedness for borrowed money; or

                 (h)(i) direct the time, method and place of exercising any
         trust or power conferred upon the Debenture Trustee with respect to
         the Debentures, (ii) waive any past default that is waivable under
         Section 6.06 of the Indenture, (iii) exercise any right to rescind or
         annul any declaration that the principal of all of the Debentures
         shall be due and payable or (iv) consent to any amendment,
         modification or termination of the Indenture or the Debentures, where
         such consent shall be required, unless in the case of this clause (h)
         the Property Trustee shall have received an unqualified opinion of
         nationally recognized independent tax counsel recognized as expert in
         such matters to the effect that such action will not cause the Trust
         to be classified for United States Federal income tax purposes as an
         association taxable as a corporation or partnership and that the Trust
         will continue to be classified as a grantor trust for United States
         federal income tax purposes.
<PAGE>   28
                                                                              21


                 SECTION 3.10.  Powers and Duties of the Property Trustee.  (a)
The Debentures shall be held of record in the name of the Property Trustee in
trust for the benefit of the Holders of the Securities.  The right, title and
interest of the Property Trustee to the Debentures shall vest automatically in
each Person who may hereafter be appointed as Property Trustee in accordance
with Article V.  Such vesting and cessation of title shall be effective whether
or not conveyancing documents have been executed and delivered.

                 (b)  The Property Trustee shall not transfer its right, title
and interest in the Debentures to the Regular Trustees or, if the Property
Trustee does not also act as the Delaware Trustee, the Delaware Trustee.

                 (c)  The Property Trustee shall:

                 (i) establish and maintain a segregated non- interest bearing
         bank account (the "Property Account") in the name of and under the
         exclusive control of the Property Trustee on behalf of the Holders of
         the Securities and on the receipt of payments of funds made in respect
         of the Debentures held by the Property Trustee, deposit such funds
         into the Property Account and, without any further acts of the
         Property Trustee or the Regular Trustees, promptly make payments to
         the Holders of the Preferred Securities and Common Securities from the
         Property Account in accordance with Section 6.01.  Funds in the
         Property Account shall be held uninvested, and without liability for
         interest thereon, until disbursed in accordance with this Declaration.
         The Property Account shall be an account which is maintained with a
         banking institution whose long term unsecured indebtedness is rated by
         a "nationally recognized statistical rating organization", as such
         term is defined for purposes of Rule 436(g)(2) under the Securities
         Act, at least equal to (but in no event less than "A" or the
         equivalent) the rating assigned to the Preferred Securities by a
         nationally recognized statistical rating organization;

                 (ii) engage in such ministerial activities as shall be
         necessary or appropriate to effect promptly the redemption of the
         Preferred Securities and the Common Securities to the extent the
         Debentures are redeemed or mature;
<PAGE>   29
                                                                              22


                 (iii) upon notice of distribution issued by the Regular
         Trustees in accordance with the terms of the Preferred Securities and
         the Common Securities, engage in such ministerial activities as shall
         be necessary or appropriate to effect promptly, pursuant to the terms
         of the Securities, the distribution of Debentures to Holders of
         Securities upon the occurrence of a Special Event; and

                 (iv) have the legal power to exercise all of the rights,
         powers and privileges of a holder of the Debentures under the
         Indenture and, if an Event of Default occurs and is continuing, the
         Property Trustee, subject to Section 2.06(b), shall, for the benefit
         of the Holders of the Securities, enforce its rights as holder of the
         Debentures under the Indenture, subject to the rights of the Holders
         of the Preferred Securities pursuant to the terms of this Declaration,
         the Business Trust Act and the Trust Indenture Act.

                 (d)  The Property Trustee shall take all actions and perform
such duties as may be specifically required of the Property Trustee pursuant to
the terms of the Securities set forth in Exhibits B and C hereto.

                 (e)  The Property Trustee shall take any Legal Action which
arises out of or in connection with an Event of Default or the Property
Trustee's duties and obligations under this Declaration, the Business Trust Act
or the Trust Indenture Act.

                 (f)  All moneys deposited in the Property Account, and all
Debentures held by the Property Trustee for the benefit of the Holders of the
Securities, will not be subject to any right, charge, security interest, lien
or claim of any kind in favor of, or for the benefit of, the Property Trustee
or its agents or their creditors.

                 (g)  The Property Trustee shall, within 90 days after the
occurrence of a default with respect to the Securities, transmit by mail, first
class postage prepaid, to the holders of the Securities, as their names and
addresses appear upon the register, notice of all defaults with respect to the
Securities known to the Property Trustee, unless such defaults shall have been
cured before the giving of such notice (the term "defaults" for the purposes of
this Section 3.10(g) being hereby defined to be an Indenture Event of Default,
not including any periods of
<PAGE>   30
                                                                              23


grace provided for in the Indenture and irrespective of the giving of any
notice provided therein); provided that, except in the case of default in the
payment of the principal of (or premium, if any) or interest on any of the
Debentures, the Property 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 Property Trustee in
good faith determines that the withholding of such notice is in the interests
of the Holders of the Securities.  The Property Trustee shall not be deemed to
have knowledge of any default, except (i) a default in the payment of principal
of (or premium, if any) or interest on the Debentures or (ii) any default as to
which the Property Trustee shall have received written notice or a Responsible
Officer charged with the administration of this Declaration shall have obtained
written notice.

                 (h)  The Property Trustee shall not resign as a Trustee unless
either:

                 (i) the Trust has been completely liquidated and the proceeds
         thereof distributed to the Holders of Securities pursuant to the terms
         of the Securities; or

                 (ii) a Successor Property Trustee has been appointed and
         accepted that appointment in accordance with Article V.

                 (i)  The Property Trustee shall act as paying agent in respect
of the Common Securities and the Preferred Securities and, subject to Section
3.08(r), may authorize one or more Persons (each, a "Paying Agent") to pay
Distributions, redemption payments or liquidation payments on behalf of the
Trust with respect to the Preferred Securities.  Any such Paying Agent shall
comply with Section 317(b) of the Trust Indenture Act.  Any Paying Agent may be
removed by the Property Trustee, after consultation with the Regular Trustees,
at any time and a successor Paying Agent or additional Paying Agents may be
appointed at any time by the Property Trustee, subject to Section 3.08(r).

                 (j)  The Property Trustee shall give prompt written notice to
the Holders of the Securities of any notice received by it from JPM of its
election to defer payments of interest on the Debentures by extending the
interest payment period with respect thereto.
<PAGE>   31
                                                                              24


                 (k)  Subject to this Section 3.10, the Property Trustee shall
have none of the powers or the authority of the Regular Trustees set forth in
Section 3.08.

                 (1)  The Property Trustee shall exercise the powers, duties
and rights set forth in this Section 3.10 and Section 3.12 in a manner which is
consistent with the purposes and functions of the Trust set out in Section
3.05, and the Property Trustee shall not take any action which is inconsistent
with the purposes and functions of the Trust set forth in Section 3.05.

                 SECTION 3.11.  Delaware Trustee.  Notwithstanding any other
provision of this Declaration other than Section 5.01(a)(3), the Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities of the Regular Trustees or
the Property Trustee described in this Declaration.  Except as set forth in
Section 5.01(a)(3), the Delaware Trustee shall be a Trustee for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the Business
Trust Act.  No implied covenants or obligations shall be read into this
Declaration against the Delaware Trustee.

                 SECTION 3.12.  Certain Rights and Duties of the Property
Trustee.  (a)  The Property 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 Declaration, and no implied covenants shall be read into this Declaration
against the Property Trustee.  In case an Event of Default has occurred (that
has not been cured or waived pursuant to Section 2.06), the Property Trustee
shall exercise such of the rights and powers vested in it by this Declaration,
and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.
<PAGE>   32
                                                                              25


                 (b)  No provision of this Declaration shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful 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 Property
                 Trustee shall be determined solely by the express provisions
                 of this Declaration, and the Property Trustee shall not be
                 liable except for the performance of such duties and
                 obligations as are specifically set forth in this Declaration,
                 and no implied covenants or obligations shall be read into
                 this Declaration against the Property Trustee; and

                          (B) in the absence of bad faith on the part of the
                 Property Trustee, the Property 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 Property Trustee and conforming to the
                 requirements of this Declaration; but in the case of any such
                 certificates or opinions that by any provision hereof are
                 specifically required to be furnished to the Property Trustee,
                 the Property Trustee shall be under a duty to examine the same
                 to determine whether or not they conform to the requirements
                 of this Declaration;

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

                 (iii) the Property 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 as provided herein
         relating to the time, method and place of conducting any proceeding
         for any remedy available to the Property Trustee hereunder or under
         the Indenture, or exercising any trust or power
<PAGE>   33
                                                                              26


         conferred upon the Property Trustee under this Declaration; and

                 (iv) no provision of this Declaration shall require the
         Property Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any 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
         Declaration or adequate indemnity against such risk or liability is
         not reasonably assured to it.

                 (c)  Subject to the provisions of Section 3.12(a) and (b):

                 (i) whenever in the administration of this Declaration, the
         Property Trustee shall deem it desirable that a matter be proved or
         established prior to taking, suffering or omitting any action
         hereunder, the Property Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of bad faith on its part
         and, if the Trust is excluded from the definition of Investment
         Company solely by means of Rule 3a-7, subject to the requirements of
         Rule 3a-7, request and rely upon a certificate, which shall comply
         with the provisions of Section 314(e) of the Trust Indenture Act,
         signed by any two of the Regular Trustees or by an authorized officer
         of the Sponsor, as the case may be;

                 (ii) the Property Trustee (A) may consult with counsel (which
         may be counsel to the Sponsor 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 Declaration from
         any court of competent jurisdiction;

                 (iii) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or
<PAGE>   34
                                                                              27


         attorneys and the Property 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 Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Declaration
         at the request or direction of any Holders, unless such Holders shall
         have offered to the Property Trustee reasonable security and indemnity
         against the costs, expenses (including 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 Property 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
         Declaration, 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;

                 (v) any action taken by the Property Trustee or its agents
         hereunder shall bind the Trust and the Holders of the Securities and
         the signature of the Property 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 Property
         Trustee to so act, or as to its compliance with any of the terms and
         provisions of this Declaration, both of which shall be conclusively
         evidenced by the Property Trustee's or its agent's taking such action;

                 (vi) the Property Trustee may rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond, security or other paper or document
         believed by it to be genuine and to have been signed, sent or
         presented by the proper party or parties; and

                 (vii) the Property Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, bond,
<PAGE>   35
                                                                              28


         security or other paper or document, but the Property Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit.

                 SECTION 3.13.  Registration Statement and Related Matters.  In
accordance with the Original Declaration, JPM and the Trustees have authorized
and directed, and hereby confirm the authorization of, JPM, as the sponsor of
the Trust, (i) to file with the Commission and execute, in each case on behalf
of the Trust, (a) the Registration Statement on Form S-3 (File Nos. 333-15079,
333-15079-1, 333-15079-2, 333-15079-3 and 333-15079-4) (the "1933 Act
Registration Statement") including any amendments thereto and any further
pre-effective or post-effective amendments to such Registration Statement,
relating to the registration under the Securities Act of, among other things,
the Preferred Securities of the Trust and the related guarantees of such
Preferred Securities by the Sponsor and (b) a Registration Statement on Form
8-A or other appropriate form (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments thereto) relating to
the registration of the Preferred Securities of the Trust and the related
guarantees of such Preferred Securities by the Sponsor under Section 12(b) of
the Exchange Act; (ii) to file with the New York Stock Exchange and execute on
behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities to be listed on the
New York Stock Exchange; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the
securities or "Blue Sky" laws of such jurisdictions as JPM, on behalf of the
Trust, may deem necessary or desirable and (iv) to negotiate and execute on
behalf of the Trust the Underwriting Agreement.  In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, the New York Stock Exchange or state securities or blue sky
laws, to be executed on behalf of the Trust by the Trustees, the Regular
Trustees, in their capacities as Trustees of the Trust, are hereby authorized
and directed to join in any such filing and to execute on behalf of the Trust
any and all of the foregoing, it being understood that the Property Trustee and
the Delaware Trustee, in their capacities as Trustees of the
<PAGE>   36
                                                                              29


Trust, shall not be required to join in any such filing or execute on behalf of
the Trust any such document unless required by the rules and regulations of the
Commission, the New York Stock Exchange or state securities or blue sky laws.
In connection with all of the foregoing, JPM and each Trustee, solely in its
capacity as a Trustee of the Trust, have constituted and appointed, and hereby
confirm the appointment of [                    ], [                 ], [
] and [               ], and each of them, as his, her or its, as the case may
be, true and lawful attorneys-in-fact, and agents, with full power of
substitution and resubstitution, for JPM or such Trustee or in JPM's or such
Trustee's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as JPM or such Trustee might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, shall do or cause to be done by
virtue hereof.

                 SECTION 3.14.  Filing of Amendments to Certificate of Trust.
The Certificate of Trust as filed with the Secretary of State of the State of
Delaware on October 29, 1996 is attached hereto as Exhibit A.  On or after the
date of execution of this Declaration, the Trustees shall cause the filing with
the Secretary of State of the State of Delaware of such amendments to the
Certificate of Trust as the Trustees shall deem necessary or desirable.

                 SECTION 3.15.  Execution of Documents by Regular Trustees.
Unless otherwise determined by the Regular Trustees and except as otherwise
required by the Business Trust Act with respect to the Certificate of Trust or
otherwise, a majority of, or if there are only two, both of, the Regular
Trustees are authorized to execute and deliver on behalf of the Trust any
documents which the Regular Trustees have the power and authority to execute or
deliver pursuant to this Declaration.

                 SECTION 3.16.  Trustees Not Responsible for Recitals or
Issuance of Securities.  The recitals contained
<PAGE>   37
                                                                              30


in this Declaration and the Securities shall be taken as the statements of the
Sponsor and the Trustees do not assume any responsibility for their
correctness.  The Trustees make no representations as to the value or condition
of the property of the Trust or any part thereof.  The Trustees make no
representations as to the validity or sufficiency of this Declaration or the
Securities.

                 SECTION 3.17.  Duration of Trust.  The Trust, absent
termination pursuant to the provisions of Article VIII hereof, shall have
existence until             , 203 .


                                   ARTICLE IV

                                    Sponsor

                 SECTION 4.01.  Purchase of Common Securities by Sponsor.  On
the Closing Date, the Sponsor will purchase all of the Common Securities issued
by the Trust at the same time as the Preferred Securities to be issued on such
date are issued, such purchase to be in an amount equal to 3% of the total
capital of the Trust.  On the Option Closing Date, the Sponsor shall purchase
all of the Common Securities issued by the Trust at the same time as the
Preferred Securities to be issued on such date are issued, such purchase to be
in such amount so that the Common Securities continue to represent 3% of the
total capital of the Trust.

                 SECTION 4.02.  Expenses.  (a)  In connection with the purchase
of the Debentures by the Trust, the Sponsor, in its capacity as Sponsor and not
as a Holder, shall be responsible for and shall pay for all debts and
obligations (other than with respect to the Securities) and all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the issuance of the Preferred
Securities to initial purchasers thereof, the fees and expenses (including
reasonable counsel fees and expenses) of the Trustees (including any amounts
payable under Article X), the costs and expenses relating to the operation of
the Trust, including without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, Paying Agent(s), registrars,
transfer agent(s), duplicating, travel and telephone and other
<PAGE>   38
                                                                              31


telecommunications expenses and costs and expenses incurred in connection with
the disposition of Trust assets).

                 (b)  In connection with the purchase of the Debentures by the
Trust, the Sponsor, in its capacity as Sponsor and not as a Holder, will pay
any and all taxes (other than United States withholding taxes attributable to
the Trust or its assets) and all liabilities, costs and expenses with respect
to such taxes of the Trust.

                 (c)  The Sponsor's obligations under this Section 4.02 shall
be for the benefit of, and shall be enforceable by, any Person to whom any such
debts, obligations, costs, expenses and taxes are owed (a "Creditor") whether
or not such Creditor has received notice hereof.  Any such Creditor may enforce
the Sponsor's obligations under this Section 4.02 directly against the Sponsor
and the Sponsor irrevocably waives any right or remedy to require that any such
Creditor take any action against the Trust or any other Person before
proceeding against the Sponsor.  The Sponsor agrees to execute such additional
agreements as may be necessary or desirable in order to give full effect to the
provisions of this Section 4.02.


                                   ARTICLE V

                                    Trustees

                 SECTION 5.01.  Number of Trustees; Qualifications.  (a)
Except as provided in (1) below, the number of Trustees initially shall be five
(5).  At any time (i) before the issuance of the Securities, the Sponsor may,
by written instrument, increase or decrease the number of, and appoint, remove
and replace the, Trustees, and (ii) after the issuance of the Securities the
number of Trustees may be increased or decreased solely by, and Trustees may be
appointed, removed or replaced solely by, vote of Holders of Common Securities
representing a Majority in liquidation amount of the Common Securities voting
as a class; provided that in any case:

                 (1) the number of Trustees shall be at least five (5) unless
         the Trustee that acts as the Property Trustee also acts as the
         Delaware Trustee, in which case the number of Trustees shall be at
         least three (3);
<PAGE>   39
                                                                              32



                 (2) at least a majority of the Trustees shall at all times be
         officers or employees of JPM;

                 (3) if required by the Business Trust Act, one Trustee (the
         "Delaware Trustee") shall be either a natural person who is a resident
         of the State of Delaware or, if not a natural person, an entity which
         has its principal place of business in the State of Delaware and
         otherwise is permitted to act as a Trustee hereunder under the laws of
         the State of Delaware, except that if the Property Trustee has its
         principal place of business in the State of Delaware and otherwise is
         permitted to act as a Trustee hereunder under the laws of the State of
         Delaware, then the Property Trustee shall also be the Delaware Trustee
         and Section 3.09 shall have no application; and

                 (4) there shall at all times be a Property Trustee hereunder
         which shall satisfy the requirements of Section 5.01(c).

Each Trustee shall be either a natural person at least 21 years of age or a
legal entity which shall act through one or more duly appointed
representatives.

                 (b)  The initial Regular Trustees shall be:

                                  [               ]
                                  [               ]
                                  [               ]

                      In care of J.P. Morgan & Co. Incorporated
                                        60 Wall Street
                                        New York, New York 10260-0060

                 (c)  There shall at all times be one Trustee which shall act
as Property Trustee.  In order to act as Property Trustee hereunder, such
Trustee shall:

                 (i) not be an Affiliate of the Sponsor;

                 (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 exercise corporate trust
         powers, having a combined
<PAGE>   40
                                                                              33


         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 5.01(c)(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; and

                 (iii) if the Trust is excluded from the definition of an
         Investment Company solely by reason of Rule 3a-7 and to the extent
         Rule 3a-7 requires a trustee having certain qualifications to hold
         title to the "eligible assets" (as defined in Rule 3a-7) of the Trust,
         the Property Trustee shall possess those qualifications.

                 If at any time the Property Trustee shall cease to satisfy the
requirements of clauses (i)-(iii) above, the Property Trustee shall immediately
resign in the manner and with the effect set out in Section 5.02(d).  If the
Property Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee and
the Holders of the Common Securities (as if such Holders were the obligor
referred to in Section 310(b) of the Trust Indenture Act) shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.  The
Preferred Guarantee shall be deemed to be specifically described in this
Declaration for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.

                 The initial Trustee which shall serve as the Property Trustee
is First Trust of New York, National Association, whose address is as set forth
in Section 14.01(b).

                 (d)  The initial Trustee which shall serve as the Delaware
Trustee is Wilmington Trust Company, a Delaware banking corporation, whose
address is as set forth in Section 14.01(c).

                 (e)  Any action taken by Holders of Common Securities pursuant
to this Article V shall be taken at a meeting of Holders of Common Securities
convened for such purpose or by written consent as provided in Section 12.02.
<PAGE>   41
                                                                              34



                 (f)  No amendment may be made to this Section 5.01 which would
change any rights with respect to the number, existence or appointment and
removal of Trustees, except with the consent of each Holder of Common
Securities.

                 SECTION 5.02.  Appointment, Removal and Resignation of
Trustees.  (a)  Subject to Section 5.02(b), Trustees may be appointed or
removed without cause at any time:

                 (i) until the issuance of the Securities, by written
         instrument executed by the Sponsor; and

                 (ii) after the issuance of the Securities by vote of the
         Holders of a Majority in liquidation amount of the Common Securities
         voting as a class.

                 (b)(i)  The Trustee that acts as Property Trustee shall not be
         removed in accordance with Section 5.02(a) until a Successor Property
         Trustee possessing the qualifications to act as Property Trustee under
         Section 5.01(c) (a "Successor Property Trustee") has been appointed
         and has accepted such appointment by written instrument executed by
         such Successor Property Trustee and delivered to the Regular Trustees,
         the Sponsor and the Property Trustee being removed; and

                 (ii) the Trustee that acts as Delaware Trustee shall not be
         removed in accordance with Section 5.02(a) until a successor Trustee
         possessing the qualifications to act as Delaware Trustee under Section
         5.01(a)(3) (a "Successor Delaware Trustee") has been appointed and has
         accepted such appointment by written instrument executed by such
         Successor Delaware Trustee and delivered to the Regular Trustees, the
         Sponsor and the Delaware Trustee being removed.

                 (c)  A Trustee appointed to office shall hold office until his
         successor shall have been appointed or until his death, removal or
         resignation.

                 (d)  Any Trustee may resign from office (without need for
         prior or subsequent accounting) by an instrument (a "Resignation
         Request") in writing signed by the Trustee and delivered to the
         Sponsor and the Trust, which resignation shall take effect upon such
<PAGE>   42
                                                                              35


         delivery or upon such later date as is specified therein; provided,
         however, that:

                 (i)  no such resignation of the Trustee that acts as the
         Property Trustee shall be effective until:

                          (A) a Successor Property Trustee possessing the
                 qualifications to act as Property Trustee under Section
                 5.01(c) has been appointed and has accepted such appointment
                 by instrument executed by such Successor Property Trustee and
                 delivered to the Trust, the Sponsor and the resigning Property
                 Trustee; or

                          (B) if the Trust is excluded from the definition of
                 an Investment Company solely by reason of Rule 3a-7, until the
                 assets of the Trust have been completely liquidated and the
                 proceeds thereof distributed to the Holders of the Securities;
                 and

                 (ii) no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted such appointment by instrument
         executed by such Successor Delaware Trustee and delivered to the
         Trust, the Sponsor and the resigning Delaware Trustee.

                 (e) If no Successor Property Trustee or Successor Delaware
         Trustee shall have been appointed and accepted appointment as provided
         in this Section 5.02 within 60 days after delivery to the Sponsor and
         the Trust of a Resignation Request, the resigning Property Trustee or
         Delaware Trustee may petition any court of competent jurisdiction for
         appointment of a Successor Property Trustee or Successor Delaware
         Trustee.  Such court may thereupon after such notice, if any, as it
         may deem proper and prescribe, appoint a Successor Property Trustee or
         Successor Delaware Trustee, as the case may be.

                 (f) The Sponsor shall provide notice to the Property Trustee
         of any resignation or removal of a Regular Trustee.

                 SECTION 5.03.  Vacancies Among Trustees.  If a Trustee ceases
to hold office for any reason and the number of Trustees is not reduced
pursuant to Section 5.01 or if
<PAGE>   43
                                                                              36


the number of Trustees is increased pursuant to Section 5.01, a vacancy shall
occur.  A resolution certifying the existence of such vacancy by a majority of
the Regular Trustees shall be conclusive evidence of the existence of such
vacancy.  The vacancy shall be filled with a Trustee appointed in accordance
with the requirements of this Article V.

                 SECTION 5.04.  Effect of Vacancies.  The death, resignation,
retirement, removal, bankruptcy, dissolution, liquidation, incompetence or
incapacity to perform the duties of a Trustee, or any one of them, shall not
operate to annul the Trust.  Whenever a vacancy in the number of Regular
Trustees shall occur until such vacancy is filled as provided in this Article
V, the Regular Trustees in office, regardless of their number, shall have all
the powers granted to the Regular Trustees and shall discharge all the duties
imposed upon the Regular Trustees by this Declaration.

                 SECTION 5.05.  Meetings.  Meetings of the Regular Trustees
shall be held from time to time upon the call of any Trustee.  Regular meetings
of the Regular Trustees may be held at a time and place fixed by resolution of
the Regular Trustees.  Notice of any in-person meeting of the Regular Trustees
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 48 hours before
such meeting.  Notice of any telephonic meeting of the Regular Trustees or any
committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
24 hours before such meeting.  Notices shall contain a brief statement of the
time, place and anticipated purposes of the meeting.  The presence (whether in
person or by telephone) of a Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened.
Unless provided otherwise in this Declaration, any action of the Regular
Trustees may be taken at a meeting by vote of a majority of the Regular
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter; provided that a Quorum is present, or without a meeting
by the unanimous written consent of the Regular Trustees.
<PAGE>   44
                                                                              37


                 SECTION 5.06.  Delegation of Power.  (a)  Any Regular Trustee
may, by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 his or her power for the purpose of executing
any registration statement or amendment thereto or other document or schedule
filed with the Commission or making any other governmental filing (including,
without limitation the filings referred to in Section 3.13).

                 (b)  The Regular Trustees shall have the power to delegate
from time to time to such of their number or to officers of the Trust or to
officers of JPM the doing of such things and the execution of such instruments
either in the name of the Trust or the names of the Regular Trustees or
otherwise as the Regular Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the provisions of
the Trust, as set forth herein.


                                   ARTICLE VI

                                 Distributions

                 SECTION 6.01.  Distributions.  Holders shall receive periodic
distributions, redemption payments and liquidation distributions in accordance
with the applicable terms of the relevant Holder's Securities
("Distributions").  Distributions shall be made to the Holders of Preferred
Securities and Common Securities in accordance with the terms of the Securities
as set forth in Exhibits B and C hereto.  If and to the extent that JPM makes a
payment of interest (including Compounded Interest (as defined in the
Indenture)), premium or principal on the Debentures held by the Property
Trustee (the amount of any such payment being a "Payment Amount"), the Property
Trustee shall and is directed to promptly make a Distribution of the Payment
Amount to Holders in accordance with the terms of the Securities as set forth
in Exhibits B and C hereto.


                                  ARTICLE VII

                             Issuance of Securities

                 SECTION 7.01.  General Provisions Regarding Securities.  (a)
The Regular Trustees shall issue on behalf of the Trust securities in fully
registered form
<PAGE>   45
                                                                              38


representing undivided beneficial interests in the assets of the Trust in
accordance with Section 7.01(b) and for the consideration specified in Section
3.03.

                 (b)  The Regular Trustees shall issue on behalf of the Trust
one class of preferred securities representing undivided beneficial interests
in the assets of the Trust having such terms as are set forth in Exhibit B (the
"Preferred Securities") which terms are incorporated by reference in, and made
a part of, this Declaration as if specifically set forth herein, and one class
of common securities representing undivided beneficial interests in the assets
of the Trust having such terms as are set forth in Exhibit C (the "Common
Securities") which terms are incorporated by reference in, and made a part of,
this Declaration as if specifically set forth herein.  The Trust shall have no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

                 (c)  The Certificates shall be signed on behalf of the Trust
by the Regular Trustees (or if there are more than two Regular Trustees by any
two of the Regular Trustees).  Such signatures may be the manual or facsimile
signatures of the present or any future Regular Trustee.  Typographical and
other minor errors or defects in any such reproduction of any such signature
shall not affect the validity of any Certificate.  In case any Regular Trustee
of the Trust who shall have signed any of the Certificates shall cease to be
such Regular Trustee before the Certificate so signed shall be delivered by the
Trust, such Certificate nevertheless may be delivered as though the person who
signed such Certificate had not ceased to be such Regular Trustee; and any
Certificate may be signed on behalf of the Trust by such persons as, at the
actual date of the execution of such Certificate, shall be the Regular Trustees
of the Trust, although at the date of the execution and delivery of the
Declaration any such person was not such a Regular Trustee.  Certificates shall
be printed, lithographed or engraved or may be produced in any other manner as
is reasonably acceptable to the Regular Trustees, as evidenced by their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the Regular
Trustees may deem appropriate, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Securities may be listed, or to
conform to usage.  Pending
<PAGE>   46
                                                                              39


the preparation of definitive Certificates, the Regular Trustees on behalf of
the Trust may execute temporary Certificates (printed, lithographed or
typewritten), in substantially the form of the definitive Certificates in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Certificates, all as may be determined by the
Regular Trustees.  Each temporary Certificate shall be executed by the Regular
Trustees on behalf of the Trust upon the same conditions and in substantially
the same manner, and with like effect, as definitive Certificates.  Without
unnecessary delay, the Regular Trustees on behalf of the Trust will execute and
furnish definitive Certificates and thereupon any or all temporary Certificates
may be surrendered to the transfer agent and registrar in exchange therefor
(without charge to the Holders).  Each Certificate whether in temporary or
definitive form shall be countersigned by the manual or facsimile signature of
an authorized signatory of the Person acting as registrar and transfer agent
for the Securities, which shall initially be the Property Trustee.

                 (d)  The consideration received by the Trust for the issuance
of the Securities shall constitute a contribution to the capital of the Trust
and shall not constitute a loan to the Trust.

                 (e)  Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable.

                 (f)  Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.

                 (g)  Upon issuance of the Securities as provided in this
Declaration, the Regular Trustees on behalf of the Trust shall return to JPM
the $10 constituting initial trust assets as set forth in the Original
Declaration.


                                  ARTICLE VIII

                              Termination of Trust
<PAGE>   47
                                                                              40


                 SECTION 8.01.  Termination of Trust.  The Trust shall dissolve
when:

                 (i) all of the Securities shall have been called for
         redemption and the amounts necessary for redemption thereof shall have
         been paid to the Holders of Securities in accordance with the terms of
         the Securities; or

                 (ii) all of the Debentures shall have been distributed to the
         Holders of Securities in exchange for all of the Securities in
         accordance with the terms of the Securities; or

                 (iii) upon the expiration of the term of the Trust as set
         forth in Section 3.17,

and thereafter the Trustees shall, after satisfaction of all obligations of the
Trust, file a certificate of cancelation with the Secretary of State of the
State of Delaware and the Trust shall terminate.  The Trustees shall so file
such a certificate as soon as practicable after the occurrence of an event
referred to in this Section 8.01.

                 The provisions of Sections 3.12 and 4.02 and Article X shall
survive the termination of the Trust.


                                   ARTICLE IX

                             Transfer of Interests

                 SECTION 9.01.  Transfer of Securities. (a)  Securities may
only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration.  Any transfer or purported transfer
of any Security not made in accordance with this Declaration shall be null and
void.

                 (b)  Subject to this Article IX, Preferred Securities shall be
freely transferable.

                 (c)  Subject to this Article IX, JPM and any Related Party may
only transfer Common Securities to JPM or a Related Party; provided that any
such transfer shall be subject to the condition that the transferor shall have
obtained (1) either a ruling from the Internal Revenue Service or an
unqualified written opinion addressed to the
<PAGE>   48
                                                                              41


Trust and delivered to the Trustees of nationally recognized independent tax
counsel experienced in such matters to the effect that such transfer will not
(i) cause the Trust to be treated as issuing a class of interests in the Trust
differing from the class of interests represented by the Common Securities
originally issued to JPM, (ii) result in the Trust acquiring or disposing of,
or being deemed to have acquired or disposed of, an asset, or (iii) result in
or cause the Trust to be treated as anything other than a grantor trust for
United States Federal income tax purposes and (2) an unqualified written
opinion addressed to the Trust and delivered to the Trustees of a nationally
recognized independent counsel experienced in such matters that such transfer
will not cause the Trust to be an Investment Company or controlled by an
Investment Company.

                 SECTION 9.02.  Transfer of Certificates.  The Regular Trustees
shall cause to be kept at an office or agency to be maintained by the Trust a
register in which, subject to such reasonable regulations as it may prescribe,
the Trust shall provide for the registration of Certificates and of transfers
of Certificates, which will be effected without charge but only upon payment
(with such indemnity as the Trust may require) in respect of any tax or other
government charges which may be imposed in relation to it.  The Property
Trustee will be the initial registrar and transfer agent (the "Registrar") for
the purpose of registering Certificates and transfers of Certificates as
provided herein.

                 Upon surrender for registration of transfer of any Certificate
at the office or agency of the Registrar, the Regular Trustees shall execute
and the Registrar shall countersign in accordance with section 7.01(c) one or
more new Certificates of any authorized denominations and of a like aggregate
liquidation amount to be issued in the name of the designated transferee or
transferees.  Every Certificate surrendered for registration of transfer shall
be accompanied by a written instrument of transfer in form satisfactory to the
Trust duly executed by the Holder or such Holder's attorney duly authorized in
writing.  Each Certificate surrendered for registration of transfer shall be
canceled by the Regular Trustees.  A transferee of a Certificate shall be
entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Certificate.  By acceptance of a
Certificate, each transferee shall be deemed to have agreed to be bound by this
Declaration.
<PAGE>   49
                                                                              42



                 SECTION 9.03.  Deemed Security Holders.  The Trustees may
treat the Person in whose name any Certificate shall be registered on the books
and records of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trustees shall have actual or other notice
thereof.

                 SECTION 9.04.  Book Entry Interests.  Unless otherwise
specified in the terms of the Preferred Securities, the Preferred Securities
Certificates, on original issuance (including Preferred Securities, if any,
issued on the Option Closing Date pursuant to the exercise of the overallotment
option set forth in the Underwriting Agreement), will be issued in the form of
one or more, fully registered, global Preferred Security Certificates (each a
"Global Certificate"), to be delivered to DTC, the initial Clearing Agency, by,
or on behalf of, the Trust.  Such Global Certificates shall initially be
registered on the books and records of the Trust in the name of Cede & Co., the
nominee of DTC, and no Preferred Security Beneficial Owner will receive a
definitive Preferred Security Certificate representing such Preferred Security
Beneficial Owner's interests in such Global Certificates, except as provided in
Section 9.07.  Unless and until definitive, fully registered Preferred Security
Certificates (the "Definitive Preferred Security Certificates") have been
issued to the Preferred Security Beneficial Owners pursuant to Section 9.07:

                 (i) the provisions of this Section 9.04 shall be in full force
         and effect;

                 (ii) the Trust and the Trustees shall be entitled to deal with
         the Clearing Agency for all purposes of this Declaration (including
         the payment of Distributions on the Global Certificates and receiving
         approvals, votes or consents hereunder) as the Holder of the Preferred
         Securities and the sole holder of the Global Certificates and shall
         have no obligation to the Preferred Security Beneficial Owners;

                 (iii) to the extent that the provisions of this Section 9.04
         conflict with any other provisions of this
<PAGE>   50
                                                                              43


         Declaration, the provisions of this Section 9.04 shall control; and

                 (iv) the rights of the Preferred Security Beneficial Owners
         shall be exercised only through the Clearing Agency and shall be
         limited to those established by law and agreements between such
         Preferred Security Beneficial Owners and the Clearing Agency and/or
         the Clearing Agency Participants.  DTC will make book entry transfers
         among the Clearing Agency Participants and receive and transmit
         payments of Distributions on the Global Certificates to such Clearing
         Agency Participants.

                 SECTION 9.05.  Notices to Holders of Certificates.  Whenever a
notice or other communication to the Holders is required to be given under this
Declaration, unless and until Definitive Preferred Security Certificates shall
have been issued pursuant to Section 9.07, the relevant Trustees shall give all
such notices and communications, specified herein to be given to Preferred
Securities Holders, to the Clearing Agency and, with respect to any Preferred
Security Certificate registered in the name of a Clearing Agency or the nominee
of a Clearing Agency, the Trustees shall, except as set forth herein have no
notice obligations to the Preferred Security Beneficial Owners.

                 SECTION 9.06.  Appointment of Successor Clearing Agency.  If
any Clearing Agency elects to discontinue its services as securities depository
with respect to the Preferred Securities, the Regular Trustees may, in their
sole discretion, appoint a successor Clearing Agency with respect to the
Preferred Securities.

                 SECTION 9.07.  Definitive Preferred Securities Certificates.
If (i) a Clearing Agency elects to discontinue its services as securities
depository with respect to the Preferred Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 9.06 or (ii) the Regular Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the Preferred Securities, then (x) Definitive Preferred Security
Certificates shall be prepared by the Regular Trustees on behalf of the Trust
with respect to such Preferred Securities and (y) upon surrender of the Global
Certificates by the Clearing Agency, accompanied by registration instructions,
the Regular Trustees shall cause
<PAGE>   51
                                                                              44


definitive Preferred Security Certificates to be delivered to Preferred
Security Beneficial Owners in accordance with the instructions of the Clearing
Agency.  Neither the Trustees nor the Trust shall be liable for any delay in
delivery of such instructions and each of them may conclusively rely on, and
shall be protected in relying on, such instructions.

                 SECTION 9.08.  Mutilated, Destroyed, Lost or Stolen
Certificates.  If (a) any mutilated Certificates should be surrendered to the
Regular Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate and (b) there
shall be delivered to the Regular Trustees such security or indemnity as may be
required by them to keep each of them harmless, then in the absence of notice
that such Certificate shall have been acquired by a bona fide purchaser, any
two Regular Trustees on behalf of the Trust shall execute and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination.  In connection with the
issuance of any new Certificate under this Section 9.08, the Regular Trustees
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.  Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive
evidence of an ownership interest in the relevant Securities, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


                                   ARTICLE X

                    Limitation of Liability; Indemnification

                 SECTION 10.01  Exculpation.  (a)  No Indemnified Person shall
be liable, responsible or accountable in damages or otherwise to the Trust 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 on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
this Declaration 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 gross negligence (or, in the case of the Property Trustee,
<PAGE>   52
                                                                              45


negligence) or willful 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 the Trust and upon such information,
opinions, reports or statements presented to the Trust 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 the Trust, 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 amount of
assets from which Distributions to Holders of Securities might properly be
paid.

                 (c)  Pursuant to Section 3803(a) of the Business Trust Act,
the Holders of Securities, in their capacities as Holders, shall be entitled to
the same limitation of liability that is extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.

                 SECTION 10.02.  Indemnification and Compensation.  (a)  To the
fullest extent permitted by applicable law, the Sponsor 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 on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of authority conferred on such Indemnified Person by this
Declaration, 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 gross negligence (or, in the case of the
Property Trustee, negligence) or willful 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 the Sponsor prior to the final disposition of such claim, demand,
action, suit or proceeding upon receipt by the Sponsor of an undertaking by or
on behalf of the Indemnified Person to repay such amount if it shall be
determined that
<PAGE>   53
                                                                              46


the Indemnified Person is not entitled to be indemnified as authorized in
Section 10.02(a).

                 (c)  The Sponsor agrees to pay the Property Trustee and the
Delaware Trustee from time to time such compensation for all services rendered
by the Property Trustee and the Delaware Trustee hereunder as may be mutually
agreed upon in writing by the Sponsor and the Property Trustee or the Delaware
Trustee, as the case may be, and, except as otherwise expressly provided
herein, to reimburse the Property Trustee and the Delaware Trustee upon its or
their request for all reasonable expenses, disbursements and advances incurred
or made by the Property Trustee or the Delaware Trustee, as the case may be, in
accordance with the provisions of this Declaration, except any such expense,
disbursement or advance as may be attributable to its or their negligence or
bad faith.

                 SECTION 10.03.  Outside Businesses.  Any Covered Person, the
Sponsor, JPM, the Delaware Trustee and the Property Trustee may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper.  None of the Covered Persons, the Sponsor, JPM, the Delaware Trustee
or the Property Trustee shall be obligated to present any particular investment
or other opportunity to the Trust even if such opportunity is of a character
that, if presented to the Trust,  could be taken by the Trust, and any Covered
Person, the Sponsor, JPM, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity.  Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or
other obligations of the Sponsor or its Affiliates.
<PAGE>   54
                                                                              47



                                   ARTICLE XI

                                   Accounting

                 SECTION 11.01.  Fiscal Year.  The fiscal year ("Fiscal Year")
of the Trust shall be the calendar year, or such other year as is required by
the Code.

                 SECTION 11.02.  Certain Accounting Matters.  (a)  At all times
during the existence of the Trust, the Regular Trustees shall keep, or cause to
be kept, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust.  The books of
account shall be maintained on the accrual method of accounting, in accordance
with generally accepted accounting principles consistently applied.  The Trust
shall use the accrual method of accounting for United States Federal income tax
purposes.  The books and records of the Trust, together with a copy of this
Declaration and a certified copy of the Certificate of Trust, or any amendment
thereto, shall at all times be maintained at the principal office of the Trust
and shall be open for inspection for any examination by any Holder or its duly
authorized representative for any purpose reasonably related to its interest in
the Trust during normal business hours.

                 (b)  The Regular Trustees shall, as soon as available after
the end of each Fiscal Year of the Trust, cause to be prepared and mailed to
each Holder of Securities unaudited financial statements of the Trust for such
Fiscal Year, prepared in accordance with generally accepted accounting
principles; provided that if the Trust is required to comply with the periodic
reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, such
financial statements for such Fiscal Year shall be examined and reported on by
a firm of independent certified public accountants selected by the Regular
Trustees (which firm may be the firm used by the Sponsor).

                 (c)  The Regular Trustees shall cause to be prepared and
mailed to each Holder of Securities an annual United States Federal income tax
information statement, on such form as is required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations.  Notwithstanding any right under the
Code to deliver any such statement at a later date, the Regular Trustees shall
endeavor to deliver all such statements
<PAGE>   55
                                                                              48


within 30 days after the end of each Fiscal Year of the Trust.

                 (d)  The Regular Trustees shall cause to be prepared and filed
with the appropriate taxing authority an annual United States Federal income
tax return, on such form as is required by the Code, and any other annual
income tax returns required to be filed by the Regular Trustees on behalf of
the Trust with any state or local taxing authority, such returns to be filed as
soon as practicable after the end of each Fiscal Year of the Trust.

                 SECTION 11.03.  Banking.  The Trust shall maintain one or more
bank accounts in the name and for the sole benefit of the Trust; provided,
however, that all payments of funds in respect of the Debentures held by the
Property Trustee shall be made directly to the Property Account and no other
funds from the Trust shall be deposited in the Property Account.  The sole
signatories for such accounts shall be designated by the Regular Trustees;
provided, however, that the Property Trustee shall designate the sole
signatories for the Property Account.

                 SECTION 11.04.  Withholding.  The Trust and the Trustees shall
comply with all withholding requirements under United States Federal, state and
local law.  The Trust shall request, and the Holders shall provide to the
Trust, such forms or certificates as are necessary to establish an exemption
from withholding with respect to each Holder, and any representations and forms
as shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations.  The Property
Trustee shall file required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, the Property
Trustee shall remit amounts withheld with respect to the Holder to applicable
jurisdictions.  To the extent that the Trust is required to withhold and pay
over any amounts to any authority with respect to distributions or allocations
to any Holder, the amount withheld shall be deemed to be a distribution in the
amount of the withholding to the Holder.  In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable
jurisdiction.  If the amount to be withheld was not withheld from a
Distribution, the Property Trustee may reduce subsequent Distributions by the
amount of such withholding.
<PAGE>   56
                                                                              49


                                  ARTICLE XII

                            Amendments and Meetings

                 SECTION 12.01.  Amendments.  (a)  Except as otherwise provided
in this Declaration or by any applicable terms of the Securities, this
Declaration may be amended by, and only by, a written instrument executed by a
majority of the Regular Trustees (or, if there are only two Regular Trustees,
both Regular Trustees); provided, however, that (i) no amendment to this
Declaration shall be made unless the Regular Trustees shall have obtained (A)
either a ruling from the Internal Revenue Service or a written unqualified
opinion of nationally recognized independent tax counsel experienced in such
matters to the effect that such amendment will not cause the Trust to be
classified for United States Federal income tax purposes as an association
taxable as a corporation or a partnership and to the effect that the Trust will
continue to be treated as a grantor trust for purposes of United States Federal
income taxation and (B) a written unqualified opinion of nationally recognized
independent counsel experienced in such matters to the effect that such
amendment will not cause the Trust to be an Investment Company which is
required to be registered under the Investment Company Act, (ii) if Securities
are outstanding, any amendment which would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only
after satisfaction of such additional requirements as may be set forth in the
terms of such Securities, (iii) Section 4.02, Section 9.01(c) and this Section
12.01 shall not be amended without the consent of all Holders of the
Securities, (iv) no amendment which adversely affects the rights, powers and
privileges of the Property Trustee or the Delaware Trustee shall be made
without the consent of the Property Trustee or the Delaware Trustee, as the
case may be, (v) Article IV shall not be amended without the consent of the
Sponsor, and (vi) the rights of Holders of Common Securities under Article V to
increase or decrease the number of, and to appoint, replace or remove, Trustees
shall not be amended without the consent of each Holder of Common Securities.

                 (b)  Notwithstanding Section 12.02(a)(ii), this Declaration
may be amended without the consent of the Holders of the Securities to (i) cure
any ambiguity, (ii) correct or supplement any provision in this Declaration
that may be defective or inconsistent with any other
<PAGE>   57
                                                                              50


provision of this Declaration, (iii) to add to the covenants, restrictions or
obligations of the Sponsor, and (iv) to conform to any changes in Rule 3a-7 or
any change in interpretation or application of Rule 3a-7 by the Commission,
which amendment does not adversely affect the rights, preferences or privileges
of the Holders.

                 (c)  The Regular Trustees shall promptly furnish to each of
the Property Trustee and the Delaware Trustee a copy of each amendment to this
Declaration.

                 SECTION 12.02.  Meetings of the Holders of Securities; Action
by Written Consent.  (a)  Meetings of the Holders of Preferred Securities
and/or Common Securities may be called at any time by the Regular Trustees (or
as provided in the terms of the Securities) to consider and act on any matter
on which Holders of such class of Securities are entitled to act under the
terms of this Declaration, the terms of the Securities or the rules of any
stock exchange on which the Preferred Securities are listed or admitted for
trading.  The Regular Trustees shall call a meeting of Holders of Preferred
Securities or Common Securities if directed to do so by Holders of at least 10%
in liquidation amount of such class of Securities.  Such direction shall be
given by delivering to the Regular Trustees one or more notices in writing
stating that the signing Holders of Securities wish to call a meeting and
indicating the general or specific purpose for which the meeting is to be
called.  Any Holders of Securities calling a meeting shall specify in writing
the Certificates held by the Holders of Securities exercising the right to call
a meeting and only those specified Certificates shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

                 (b)  Except to the extent otherwise provided in the terms of
the Securities, the following provision shall apply to meetings of Holders of
Securities:

                 (i)  Notice of any such meeting shall be given by mail to each
         Trustee and all the Holders of Securities having a right to vote
         thereat not less than seven days nor more than 60 days prior to the
         date of such meeting.  Whenever a vote, consent or approval of the
         Holders of Securities is permitted or required under this Declaration
         or the rules of any stock exchange on which the Preferred Securities
         are listed or admitted for trading, such vote, consent or approval may
         be
<PAGE>   58
                                                                              51


         given at a meeting of the Holders of Securities.  Any action that may
         be taken at a meeting of the Holders of Securities may be taken
         without a meeting if a consent in writing setting forth the action so
         taken is signed by Holders of Securities owning not less than the
         minimum aggregate liquidation amount of Securities that would be
         necessary to authorize or take such action at a meeting at which all
         Holders of Securities having a right to vote thereon were present and
         voting.  Prompt notice of the taking of action without a meeting shall
         be given to the Holders of Securities entitled to vote who have not
         consented in writing.  The Regular Trustees may specify that any
         written ballot submitted to the Holders of Securities for the purpose
         of taking any action without a meeting shall be returned to the Trust
         within the time specified by the Regular Trustees.

             (ii)  Each Holder of a Security may authorize any Person to act
         for it by proxy on all matters in which a Holder of a Security is
         entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting.  No proxy shall be valid after
         the expiration of 11 months from the date thereof unless otherwise
         provided in the proxy.  Every proxy shall be revocable at the pleasure
         of the Holder of Security executing it.  Except as otherwise provided
         herein or in the terms of the Securities, all matters relating to the
         giving, voting or validity of proxies shall be governed by the General
         Corporation Law of the State of Delaware relating to proxies and
         judicial interpretations thereunder as if the Trust were a Delaware
         corporation and the Holders of the Securities were stockholders of a
         Delaware corporation.

            (iii)  Each meeting of the Holders of the Securities shall be
         conducted by the Regular Trustees or by such other Person that the
         Regular Trustees may designate.

             (iv)  Unless otherwise provided in the Business Trust Act, this
         Declaration or the rules of any stock exchange on which the Preferred
         Securities are then listed or admitted for trading, the Regular
         Trustees, in their sole discretion, shall establish all other
         provisions relating to meetings of Holders of Securities, including
         notice of the time, place or purpose of any meeting at which any
         matter is to be voted on by any Holders of Securities, waiver of any
<PAGE>   59
                                                                              52


         such notice, action by consent without a meeting, the establishment of
         a record date, quorum requirements, voting in person or by proxy or
         any other matter with respect to the exercise of any such right to
         vote.


                                  ARTICLE XIII

                      Representations of Property Trustee
                              and Delaware Trustee

                 SECTION 13.01.  Representations and Warranties of Property
Trustee.  (a)  The Trustee which acts as initial Property Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Property Trustee represents and warrants to the Trust and
the Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee that:

                 (i)  The Property Trustee is a banking corporation with trust
         powers, duly organized, validly existing and in good standing under
         the laws of the State of its incorporation, with trust power and
         authority to execute and deliver, and to carry out and perform its
         obligations under the terms of, this Declaration.

             (ii)  The execution, delivery and performance by the Property
         Trustee of this Declaration has been duly authorized by all necessary
         corporate action on the part of the Property Trustee.  The Declaration
         has been duly executed and delivered by the Property Trustee, and
         constitutes a legal, valid and binding obligation of the Property
         Trustee, enforceable against it in accordance with its terms, subject
         to applicable bankruptcy, reorganization, moratorium, insolvency, and
         other similar laws affecting creditors' rights generally and to
         general principles of equity and the discretion of the court
         (regardless of whether the enforcement of such remedies is considered
         in a proceeding in equity or at law).

            (iii)  The execution, delivery and performance of this Declaration
         by the Property Trustee does not conflict with or constitute a breach
         of the charter or By-laws of the Property Trustee.
<PAGE>   60
                                                                              53


             (iv)  No consent, approval or authorization of, or registration
         with or notice to, any banking authority which supervises or regulates
         the Property Trustee is required for the execution, delivery or
         performance by the Property Trustee of this Declaration.

                 (v)  The Property Trustee satisfies the qualifications set
         forth in Section 5.01(c).

                 (b)  The Trustee which acts as initial Delaware Trustee
represents and warrants to the Trust and the Sponsor at the date of this
Declaration, and each Successor Delaware Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Delaware Trustee's
acceptance of its appointment as Delaware Trustee, that it satisfies the
qualifications set forth in Section 5.01(a)(3).


                                  ARTICLE XIV

                                 Miscellaneous

                 SECTION 14.01.  Notices.  All notices provided for in this
Declaration shall be in writing, duly signed by the party giving such notice,
and shall be delivered, telecopied or mailed by first class mail, as follows:

                 (a) if given to the Trust, in care of the Regular Trustees at
         the Trust's mailing address set forth below (or such other address as
         the Regular Trustees on behalf of the Trust may give notice of to the
         Property Trustee, the Delaware Trustee and the Holders of the
         Securities):

                          JPM Capital Trust [    ]
                          In care of J.P. Morgan & Co. Incorporated
                          60 Wall Street
                          New York, New York 10260-0060
                          Attention of [             ]
                                       [             ]
                                       [             ],
                                       Trustees
                          Facsimile No:  (212) [            ]

                 (b) if given to the Property Trustee, at the mailing address
         of the Property Trustee set forth below (or such other address as the
         Property Trustee may give
<PAGE>   61
                                                                              54


         notice of to the Trust and the Holders of the Securities):

                          First Trust of New York, National Association
                          100 Wall Street, Suite 2000
                          New York, New York 10005
                          Attention of [                        ]
                          Facsimile No: [                       ]

                 (c) if given to the Delaware Trustee, at the mailing address
         of the Delaware Trustee set forth below (or such other address as the
         Delaware Trustee may give notice of to the Trust and the Holders of
         the Securities):

                          Wilmington Trust Company
                          Rodney Square North
                          1100 North Market Street
                          Wilmington, Delaware 19890
                          Attention of [                       ]
                          Facsimile No: (302) [          ]

                 (d) if given to the Holder of the Common Securities, at the
         mailing address of the Sponsor set forth below (or such other address
         as the Holder of the Common Securities may give notice to the Property
         Trustee, the Delaware Trustee and the Trust):

                          J.P. Morgan & Co. Incorporated
                          60 Wall Street
                          New York, New York 10260-0060
                          Attention of [                  ]
                          Facsimile No: (212) [           ]

                 (e) if given to any other Holder, at the address set forth on
         the books and records of the Trust.

                 A copy of any notice to the Property Trustee or the Delaware
Trustee shall also be sent to the Trust.  All notices 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.
<PAGE>   62
                                                                              55


                 SECTION 14.02.  Undertaking for Costs.  All parties to this
Declaration agree, and each Holder of any Securities by his or her acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Declaration, or in any suit against the Property Trustee for any action taken
or omitted by it as Property Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 14.02 shall not apply to any suit instituted by the
Property Trustee, to any suit instituted by any Holder of Preferred Securities,
or group of Holders of Preferred Securities, holding more than 10% in aggregate
liquidation amount of the outstanding Preferred Securities, or to any suit
instituted by any Holder of Preferred Securities for the enforcement of the
payment of the principal of (or premium, if any) or interest on the Debentures,
on or after the respective due dates expressed in such Debentures.

                 SECTION 14.03.  Governing Law.  This Declaration and the
rights of the parties hereunder shall be governed by and interpreted in
accordance with the laws of the State of Delaware and all rights and remedies
shall be governed by such laws without regard to principles of conflict of
laws.

                 SECTION 14.04.  Headings.  Headings contained in this
Declaration are inserted for convenience of reference only and do not affect
the interpretation of this Declaration or any provision hereof.

                 SECTION 14.05.  Partial Enforceability.  If any provision of
this Declaration, or the application of such provision to any Person or
circumstance, shall be held invalid, the remainder of this Declaration, or the
application of such provision to persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.

                 SECTION 14.06.  Counterparts.  This Declaration may contain
more than one counterpart of the signature pages and this Declaration may be
executed by the affixing of the signature of the Sponsor and each of the
Trustees to one of such counterpart signature pages.  All of such counterpart
<PAGE>   63
                                                                              56


signature pages shall be read as though one, and they shall have the same force
and effect as though all of the signers had signed a single signature page.

                 SECTION 14.07.  Intention of the Parties.  It is the intention
of the parties hereto that the Trust not be classified for United States
Federal income tax purposes as an association taxable as a corporation or
partnership but that the Trust be treated as a grantor trust for United States
Federal income tax purposes.  The provisions of this Declaration shall be
interpreted to further this intention of the parties.

                 SECTION 14.08.  Successors and Assigns.  Whenever in this
Declaration any of the parties hereto is named or referred to, the successors
and assigns of such party shall be deemed to be included, and all covenants and
agreements in this Declaration by the Sponsor and the Trustees shall bind and
inure to the benefit of their respective successors and assigns, whether so
expressed.


                 IN WITNESS WHEREOF, the undersigned have caused these presents
to be executed as of the day and year first above written.


                                        J.P. MORGAN & CO. INCORPORATED, as
                                        Sponsor

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:


                                            [             ], as Trustee,

                                              by
                                                --------------------------------
                                                Name:
                                                Title:
<PAGE>   64
                                                                              57


                                        [             ], as Trustee,

                                         by
                                           -------------------------------------
                                           Name:
                                           Title:


                                        [               ], as Trustee,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:


                                        FIRST TRUST OF NEW YORK,
                                        NATIONAL ASSOCIATION, as
                                        Property Trustee,

                                           by
                                             -----------------------------------
                                             Name:
                                             Title:


                                        WILMINGTON TRUST COMPANY, as
                                        Delaware Trustee,

                                           by
                                             -----------------------------------
                                             Name:
                                             Title:
<PAGE>   65
STATE OF NEW YORK,        )
                          ) ss.
COUNTY OF NEW YORK,       )

                 BEFORE ME, the undersigned authority, on this day of
, 199 , personally appeared                  (on behalf of J.P. Morgan & Co.
Incorporated), [              ], [               ] and [                 ],
each known to me (or proved to me by introduction upon the oath of a person
known to me) to be the person and officer, as the case may be, whose name is
subscribed to the foregoing instrument, and each acknowledged to me that he
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      day of     , 199 .


                                        ----------------------------------------
                                        NOTARY PUBLIC, STATE OF NEW YORK
                                        Print Name:
                                        Commission Expires:
<PAGE>   66
STATE OF NEW YORK,        )
                          ) ss.
COUNTY OF NEW YORK,       )

                 BEFORE ME, the undersigned authority, on this day of
, 199 , personally appeared [             ] of First Trust of New York,
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 names are
subscribed to the foregoing instrument, and acknowledged to me that 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      day of    ,    199 .

(SEAL)

                                        ----------------------------------------
                                        NOTARY PUBLIC, STATE OF NEW YORK
                                        Print Name:
                                        Commission Expires:
<PAGE>   67
STATE OF DELAWARE,        )
                          ) ss.
COUNTY OF         ,       )

                 BEFORE ME, the undersigned authority, on this day of
, 199 , personally appeared [               ] of Wilmington Trust Company 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 names are subscribed to the foregoing
instrument, and acknowledged to me that 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    day of    ,  199 .

(SEAL)
                                        ----------------------------------------
                                        NOTARY PUBLIC, STATE OF DELAWARE
                                        Print Name:
                                        Commission Expires:
<PAGE>   68
                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                            JPM CAPITAL TRUST [    ]


                 THIS Certificate of Trust of JPM Capital Trust [    ] (the
"Trust"), dated October 29, 1996, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. Code Section 3801 et seq.).

                 1.  Name.  The name of the business trust being formed hereby
is JPM Capital Trust [    ].

                 2.  Delaware Trustee.  The name and business address of the
trustee of the Trust with a principal place of business in the State of
Delaware is Wilmington Trust Company, a Delaware banking corporation, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890.

                 3.  Effective Date.  This Certificate of Trust shall be
effective as of its filing.


                 IN WITNESS WHEREOF, the undersigned, being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first
above written.

                                        WILMINGTON TRUST COMPANY, as
                                        Delaware Trustee,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:


                                        FIRST TRUST OF NEW YORK,
                                        NATIONAL ASSOCIATION, as
                                        Property Trustee,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:
<PAGE>   69
                                                                               2





                                        ----------------------------------------
                                        Name:
                                                 as Trustee



                                        ----------------------------------------
                                        Name:
                                                 as Trustee



                                        ----------------------------------------
                                        Name:
                                                 as Trustee
<PAGE>   70
                                                                       EXHIBIT B
                                    TERMS OF
                              PREFERRED SECURITIES

                 Pursuant to Section 7.01 of the Amended and Restated
Declaration of Trust of JPM Capital Trust [ ] dated as of , 199   (as amended
from time to time, the "Declaration"), the designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth below (each capitalized term used but not defined
herein having the meaning set forth in the Declaration):

                 1.  Designation and Number.  Preferred Securities of the Trust
with an aggregate liquidation amount in the assets of the Trust of
Dollars ($         ) (including up to                     Dollars ($         )
issuable upon exercise of the overallotment option set forth in the
Underwriting Agreement) and a liquidation amount in the assets of the Trust of
$   per Preferred Security are hereby designated as "   % Preferred Trust
Securities".  The Preferred Security Certificates evidencing the Preferred
Securities shall be substantially in the form attached hereto as Annex I, with
such changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice or to conform to the rules of any stock
exchange on which the Preferred Securities are listed.  In connection with the
issuance and sale of the Preferred Securities and the Common Securities, the
Trust will purchase, as trust assets, Debentures of JPM having an aggregate
principal amount equal to the aggregate liquidation amount of the Preferred
Securities and the Common Securities so issued and bearing interest at an
annual rate equal to the annual Distribution rate on the Preferred Securities
and the Common Securities and having payment and redemption provisions which
correspond to the payment and redemption provisions of the Preferred Securities
and the Common Securities.

                 2.  Distributions.  (a)  Distributions payable on each
Preferred Security will be fixed at a rate per annum of    % (the "Coupon
Rate") of the stated liquidation amount of $   per Preferred Security.
Distributions in arrears for more than one quarter will bear interest at the
rate per annum of    % thereof (to the extent permitted by law), compounded
quarterly.  The term "Distributions" as used in these terms means such periodic
cash distributions and any such interest payable unless otherwise stated.  A
Distribution will be made by the Property Trustee only to
<PAGE>   71
                                                                               2


the extent that interest payments are made in respect of the Debentures held by
the Property Trustee.  The amount of Distributions payable for any period will
be computed for any quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a 90-day
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days
elapsed.

                 (b)  Distributions on the Preferred Securities will be
cumulative, will accrue from             , 199  and will be payable quarterly
in arrears, on the last day of March, June, September and December of each year
commencing on             , 199 , except as otherwise described below, but only
if and to the extent that interest payments are made in respect of the
Debentures held by the Property Trustee.  So long as JPM is not in default in
the payment of interest on the Debentures, JPM shall have the right under the
Indenture for the Debentures to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not to
exceed 20 consecutive quarterly interest periods (a "Deferral Period").  During
any such Deferral Period, quarterly Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the rate of
% per annum, compounded quarterly.  Prior        to the termination of any such
Deferral Period, JPM may further extend such Deferral Period; provided that
such Deferral Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarterly interest periods.  Upon the
termination of any Deferral Period and the payment of all amounts then due, JPM
may commence a new Deferral Period, subject to the above requirements.
Payments of accrued Distributions will be payable to Holders of Preferred
Securities as they appear on the books and records of the Trust on the record
date for the first interest payment date occurring at or after the end of the
Deferral Period.

                 (c)  Distributions on the Preferred Securities will be payable
promptly by the Property Trustee (or other Paying Agent) upon receipt of
immediately available funds to the Holders thereof as they appear on the books
and records of the Trust on the relevant record dates.  While the Preferred
Securities remain in book-entry only form, the relevant record dates shall be
one Business Day prior to the relevant Distribution date, and if the Preferred
Securities are no longer in book-entry only form, the relevant record
<PAGE>   72
                                                                               3


dates will be the fifteenth (15th) day of the month in which the relevant
Distribution date occurs, which record and payment dates correspond to the
record and interest payment dates for the Debentures.  Distributions payable on
any Preferred Securities that are not punctually paid on any Distribution
payment date as a result of JPM having failed to make the corresponding
interest payment on the Debentures will forthwith cease to be payable to the
Person in whose name such Preferred Security is registered on the relevant
record date, and such defaulted Distribution will instead be payable to the
Person in whose name such Preferred Security is registered on the special
record date established by the Regular Trustees, which record date shall
correspond to the special record date or other specified date determined in
accordance with the Indenture; provided, however, that Distributions shall not
be considered payable on any Distribution payment date falling within a
Deferral Period unless JPM has elected to make a full or partial payment of
interest accrued on the Debentures on such Distribution payment date.  Subject
to any applicable laws and regulations and the provisions of the Declaration,
each payment in respect of the Preferred Securities will be made as described
in paragraph 9 hereof.  If any date on which Distributions are payable on the
Preferred Securities is not a Business Day, then payment of the Distribution
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.

                 (d)  All Distributions paid with respect to the Preferred
Securities and the Common Securities will be paid pro rata to the Holders
thereof entitled thereto.  If an Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities with respect to Distributions.

                 (e)  In the event that there is any money or other property
held by or for the Trust that is not accounted for under the Declaration, such
money or property shall be distributed pro rata among the Holders of the
Preferred Securities and the Common Securities.

                 3.  Liquidation Distribution upon Dissolution.  In the event
of any voluntary or involuntary dissolution, winding-up or termination of the
Trust, the Holders of the
<PAGE>   73
                                                                               4


Preferred Securities and the Common Securities at the date of the dissolution,
winding-up or termination, as the case may be, will be entitled to receive pro
rata solely out of the assets of the Trust available for distribution to
Holders of Preferred Securities and Common Securities after satisfaction of
liabilities to creditors, an amount equal to the aggregate of the stated
liquidation amount of $   per Preferred Security and Common Security plus
accrued and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"), unless, in connection with such
dissolution, winding-up or termination, and after satisfaction of liabilities
to creditors, Debentures in an aggregate principal amount equal to the
aggregate stated liquidation amount of such Preferred Securities and Common
Securities and bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid Distributions on such Preferred Securities and Common
Securities, shall be distributed pro rata to the Holders of the Preferred
Securities and Common Securities in exchange for such Securities.

                 If, upon any such dissolution, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Preferred Securities and the Common Securities
shall be paid, subject to the next paragraph, on a pro rata basis.

                 Holders of Common Securities will be entitled to receive
Liquidation Distributions upon any such dissolution pro rata with Holders of
Preferred Securities, except that, if an Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities with respect to such Liquidation Distribution.

                 4.  Redemption and Distribution of Debentures.  The Preferred
Securities and the Common Securities may only be redeemed if Debentures having
an aggregate principal amount equal to the aggregate liquidation amount of the
Preferred Securities and the Common Securities are repaid, redeemed or
distributed as set forth below:

                 (a)  Upon the repayment of the Debentures, in whole or in
part, whether at maturity or upon redemption at any time or from time to time
on or after             , 200 , the proceeds of such repayment will be promptly
applied to redeem pro rata Preferred Securities and Common
<PAGE>   74
                                                                               5


Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so repaid, upon not less than 30 nor more
than 60 days notice, at a redemption price of $   per Preferred and Common
Security plus an amount equal to accrued and unpaid Distributions thereon to
the date of redemption, payable in cash (the "Redemption Price").  The date of
any such repayment of Preferred Securities and Common Securities shall be
established to coincide with the repayment date of the Debentures.

                 (b)  If fewer than all the outstanding Preferred Securities
and Common Securities are to be so redeemed, the Preferred Securities and the
Common Securities will be redeemed pro rata, it being understood that Preferred
Securities held of record by a Clearing Agency or nominee will be redeemed as
described in paragraph 4(f)(ii) below.  If a partial redemption would result in
the delisting of the Preferred Securities by any national securities exchange
or other organization on which the Preferred Securities are then listed, JPM
pursuant to the Indenture, will only redeem Debentures in whole and the Trust
will only redeem the Preferred Securities in whole.

                 (c)  If, at any time, a Tax Event or an Investment Company
Event (each as hereinafter defined, and each, along with a Capital Treatment
Event, a "Special Event") shall occur and be continuing, the Regular Trustees
shall, unless the Debentures are redeemed in the limited circumstances
described below, dissolve the Trust and, after satisfaction of creditors, cause
Debentures held by the Property Trustee having an aggregate principal amount
equal to the aggregate stated liquidation amount of, and bearing accrued and
unpaid interest equal to accrued and unpaid Distributions on, and having the
same record date for payment as, the Preferred Securities and the Common
Securities, to be distributed to the Holders of the Preferred Securities and
the Common Securities on a pro rata basis in liquidation of such Holders'
interests in the Trust, within 90 days following the occurrence of such Special
Event (the "90 Day Period"); provided, however, that in the case of the
occurrence of a Tax Event, as a condition of such dissolution and distribution,
the Regular Trustees shall have received an opinion of a nationally recognized
independent tax counsel experienced in such matters (a "No Recognition
Opinion"), which opinion may rely on any then applicable published revenue
ruling of the Internal Revenue Service, to the effect that the Holders of the
Preferred Securities will not
<PAGE>   75
                                                                               6


recognize any gain or loss for United States Federal income tax purposes as a
result of the dissolution of the Trust and distribution of Debentures; and
provided further that, if and as long as at the time there is available to the
Trust the opportunity to eliminate, within the 90 Day Period, the Special Event
by taking some ministerial action, such as filing a form or making an election,
or pursuing some other similar reasonable measure that has no adverse effect on
the Trust, JPM or the Holders of the Preferred Securities (a "Ministerial
Action"), the Trust will pursue such Ministerial Action in lieu of dissolution.
JPM may also elect, in its sole discretion, to shorten the maturity of the
Debentures, as provided in Section [   ] of the [   ] Supplemental Indenture to
the Indenture in lieu of dissolving the Trust, if doing so would eliminate the
Tax Event.

                 If in the case of the occurrence of a Tax Event, (i) the
Regular Trustees have received an opinion (a "Redemption Tax Opinion") of
nationally recognized independent tax counsel experienced in such matters that,
as a result of a Tax Event, there is more than an insubstantial risk that JPM
would be precluded from deducting the interest on the Debentures for United
States Federal income tax purposes even if the Debentures were distributed to
the Holders of Preferred Securities and Common Securities in liquidation of
such Holder's interest in the Trust as described in this paragraph 4(c) or (ii)
the Regular Trustees shall have been informed by such tax counsel that a No
Recognition Opinion cannot be delivered to the Trust, JPM shall have the right
at any time, subject to JPM having received prior approval of the Federal
Reserve to do so if then required under applicable capital guidelines or
policies of the Federal Reserve, upon not less than 30 nor more than 60 days
notice, to redeem the Debentures in whole or in part for cash at the Redemption
Price within 90 days following the occurrence of such Tax Event, and, promptly
following such redemption, Preferred Securities and Common Securities with an
aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so redeemed will be redeemed by the Trust at the Redemption Price on
a pro rata basis; provided, however, that, if at the time there is available to
JPM or the Regular Trustees on behalf of the Trust the opportunity to
eliminate, within such 90 day period, the Tax Event by taking some Ministerial
Action, JPM or the Regular Trustees on behalf of the Trust will pursue such
measure in lieu of redemption; and provided further that the foregoing
provisions shall not require JPM
<PAGE>   76
                                                                               7


to shorten the maturity of the Debentures and JPM shall have no right to redeem
the Debentures while the Regular Trustees on behalf of the Trust are pursuing
such Ministerial Action.  The Common Securities will be redeemed pro rata with
the Preferred Securities, except that if an Event of Default under the
Indenture has occurred and is continuing, the Preferred Securities will have a
priority over the Common Securities with respect to payment of the Redemption
Price.

                 "Tax Event" means that the Regular Trustees shall have
obtained an opinion of nationally recognized independent tax counsel
experienced in such matters (a "Dissolution Tax Opinion") to the effect that,
on or after             , 199 , as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision
or regulatory determination), (c) any interpretation or pronouncement that
provides for a position with respect to such laws or regulations that differs
from the theretofore generally accepted position or (d) any action taken by any
governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after             , 199 , there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date thereof, subject to United
States Federal income tax with respect to income accrued or received on the
Debentures, (ii) the Trust is, or will be within 90 days of the date thereof,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges or (iii) interest payable by JPM to the Trust on the
Debentures is not, or within 90 days of the date thereof will not be,
deductible by JPM for United States Federal income tax purposes.

                 "Investment Company Event" means that the Regular Trustees
shall have received an opinion of nationally recognized independent counsel
experienced in practice under the Investment Company Act that, as a result of
the occurrence of a change in law or regulation or a change in interpretation
or application of law or regulation by any
<PAGE>   77
                                                                               8


legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), there is more than an insubstantial risk that the Trust is
or will be considered an Investment Company which is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes
effective on or after             , 199 .

                 "Capital Treatment Event" means that JPM has reasonably
determined that, as the result of the occurrence of a change in law or
regulation or a change in the interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that JPM will not be able
to treat the minority interest in the Trust as "Tier 1 capital" (or the
equivalent) for purposes of the capital adequacy guidelines of the Federal
Reserve, as then in effect and applicable to JPM.

                 On the date fixed for any distribution of Debentures, upon
dissolution of the Trust, (i) the Preferred Securities will no longer be deemed
to be outstanding and (ii) certificates representing Preferred Securities will
be deemed to represent beneficial interests in the Debentures having an
aggregate principal amount equal to the stated liquidation amount of, and
bearing accrued and unpaid interest equal to accrued and unpaid Distributions
on, such Preferred Securities until such certificates are presented to JPM or
its agent for transfer or reissuance.

                 (d)  The Trust may not redeem fewer than all the outstanding
Preferred Securities unless all accrued and unpaid Distributions have been paid
on all Preferred Securities for all monthly Distribution periods terminating on
or prior to the date of redemption.

                 (e)  If Debentures are distributed to Holders of the Preferred
Securities, JPM, pursuant to the terms of the Indenture, will use its best
efforts to have the Debentures listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities were listed immediately prior to the
distribution of the Debentures.

                 (f)(i)  Notice of any redemption of, or notice of distribution
of Debentures in exchange for, the Preferred Securities and the Common
Securities (a "Redemption/Distribution Notice") will be given by the Regular
Trustees on behalf of the Trust by mail to each
<PAGE>   78
                                                                               9


Holder of Preferred Securities and Common Securities to be redeemed or
exchanged not less than 30 nor more than 60 days prior to the date fixed for
redemption or exchange thereof.  For purposes of the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to
this paragraph (f)(i), a Redemption/Distribution Notice shall be deemed to be
given on the day such notice is first mailed by first class mail, postage
prepaid, to Holders of Preferred Securities and Common Securities.  Each
Redemption/Distribution Notice shall be addressed to the Holders of Preferred
Securities and Common Securities at the address of each such Holder appearing
in the books and records of the Trust.  No defect in the
Redemption/Distribution Notice or in the mailing of either thereof with respect
to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.

                 (ii)  In the event that fewer than all the outstanding
Preferred Securities are to be redeemed, the Preferred Securities to be
redeemed will be redeemed pro rata from each Holder of Preferred Securities, it
being understood that, in respect of Preferred Securities registered in the
name of and held of record by DTC (or a successor Clearing Agency) or any other
nominee, the Preferred Securities will be redeemed from, and the distribution
of the proceeds of such redemption will be made to, each Clearing Agency
Participant (or person on whose behalf such nominee holds such securities) in
accordance with the procedures applied by such agency or nominee.

                 (iii)  Subject to paragraph 9 hereof, if the Trust gives a
Redemption/Distribution Notice in respect of a redemption of Preferred
Securities as provided in this paragraph 4 (which notice will be irrevocable)
then (A) while the Preferred Securities are in book-entry only form, by 12:00
noon, New York City time, on the redemption date, provided that JPM has paid
the Property Trustee in immediately available funds a sufficient amount of cash
in connection with the related redemption or maturity of the Debentures, the
Property Trustee will deposit irrevocably with DTC (or any successor Clearing
Agency) funds sufficient to pay the applicable Redemption Price with respect to
the Preferred Securities and will give DTC (or any successor Clearing Agency)
irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities and (B) if the Preferred Securities are
issued in definitive form, and provided that JPM has paid the Property
<PAGE>   79
                                                                              10


Trustee in immediately available funds a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures, the
Property Trustee will pay the relevant Redemption Price to the Holders of such
Preferred Securities by check mailed to the address of the relevant Holder
appearing on the books and records of the Trust on the redemption date.  If a
Redemption/ Distribution Notice shall have been given and funds deposited as
required, if applicable, then immediately prior to the close of business on the
redemption date, Distributions will cease to accrue on the Preferred Securities
called for redemption, such Preferred Securities will no longer be deemed to be
outstanding and all rights of Holders of such Preferred Securities so called
for redemption will cease, except the right of the Holders of such Preferred
Securities to receive the Redemption Price, but without interest on such
Redemption Price.  Neither the Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Preferred Securities
which have been so called for redemption.  If any date fixed for redemption of
Preferred Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date fixed for redemption.
If payment of the Redemption Price in respect of Preferred Securities is
improperly withheld or refused and not paid either by the Property Trustee or,
pursuant to the Preferred Securities Guarantee, by JPM, Distributions on such
Preferred Securities will continue to accrue, from the original redemption date
to the date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
Redemption Price.

                 (iv)  Redemption/Distribution Notices shall be sent by the
Regular Trustees on behalf of the Trust to DTC or its nominee (or any successor
Clearing Agency or its nominee) if the Global Certificates have been issued or,
if Definitive Preferred Security Certificates have been issued, to the Holders
of the Preferred Securities.

                 (v)  Upon the date of dissolution of the Trust and
distribution of Debentures as a result of the occurrence of a Special Event,
Preferred Security Certificates shall be deemed to represent beneficial
interests in the Debentures
<PAGE>   80
                                                                              11


so distributed, and the Preferred Securities will no longer be deemed
outstanding and may be canceled by the Regular Trustees.  The Debentures so
distributed shall have an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities so distributed.

                 (vi)  Subject to the foregoing and applicable law (including,
without limitation, United States Federal securities laws), JPM or any of its
subsidiaries may at any time and from time to time purchase outstanding
Preferred Securities by tender, in the open market or by private agreement.

                 5.  Voting Rights.  (a)  Except as provided under paragraph
5(b) below and as otherwise required by law and the Declaration, the Holders of
the Preferred Securities will have no voting rights.

                 (b)  If any proposed amendment to the Declaration provides
for, or the Regular Trustees otherwise propose to effect, (i) any action that
would adversely affect the powers, preferences or special rights of the
Securities, whether by way of amendment to the Declaration or otherwise, or
(ii) the dissolution, winding-up or termination of the Trust, other than in
connection with the distribution of Debentures held by the Property Trustee,
upon the occurrence of a Special Event or in connection with the redemption of
Preferred Securities as a consequence of a redemption of Debentures, then the
Holders of outstanding Securities will be entitled to vote on such amendment or
proposal as a class and such amendment or proposal shall not be effective
except with the approval of the Holders of Securities representing 66-2/3% in
liquidation amount of such Securities; provided, however, that (A) if any
amendment or proposal referred to in clause (i) above would adversely affect
only the Preferred Securities or the Common Securities, then only the affected
class will be entitled to vote on such amendment or proposal and such amendment
or proposal shall not be effective except with the approval of 66-2/3% in
liquidation amount of such class of Securities and (B) amendments to the
Declaration shall be subject to such further requirements as are set forth in
Sections 12.1 and 12.2 of the Declaration.

                 In the event the consent of the Property Trustee, as the
holder of the Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures, the
Property
<PAGE>   81
                                                                              12


Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination.  The Property
Trustee shall vote with respect to such amendment, modification or termination
as directed by a Majority in liquidation amount of the Securities voting
together as a single class; provided that where such amendment, modification or
termination of the Indenture requires the consent or vote of (1) holders of
Debentures representing a specified percentage greater than a majority in
principal amount of the Debentures or (2) each holder of Debentures, the
Property Trustee may only vote with respect to that amendment, modification or
termination as directed by, in the case of clause (1) above, the vote of
Holders of Securities representing such specified percentage of the aggregate
liquidation amount of the Securities, or, in the case of clause (2) above, each
Holder of Securities; and provided further that the Property Trustee shall be
under no obligation to take any action in accordance with the directions of the
Holders of Securities unless the Property Trustee shall have received, at the
expense of the Sponsor, an opinion of nationally recognized independent tax
counsel recognized as expert in such matters to the effect that the Trust will
not be classified for United States Federal income tax purposes as an
association taxable as a corporation or a partnership on account of such action
and will be treated as a grantor trust for United States Federal income tax
purposes following such action.

                 Subject to Section 2.6 of the Declaration, and the provisions
of this and the next succeeding paragraph, the Holders of a Majority in
liquidation amount of the Preferred Securities, voting separately as a class,
shall have the right to (A) on behalf of all Holders of Preferred Securities,
waive any past default that is waivable under the Declaration (subject to, and
in accordance with, the Declaration) and (B) direct the time, method and place
of conducting any proceeding for any remedy available to the Property Trustee,
or exercising any trust or power conferred upon the Property Trustee under the
Declaration, including the right to direct the Property Trustee, as the holder
of the Debentures, to (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or exercising any
trust or power conferred on the Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 6.06 of
the Indenture, or (iii) exercise any right to rescind or annul a declaration
that the principal
<PAGE>   82
                                                                              13


of all the Debentures shall be due and payable; provided that where the taking
of any action under the Indenture requires the consent or vote of (1) holders
of Debentures representing a specified percentage greater than a majority in
principal amount of the Debentures or (2) each holder of Debentures, the
Property Trustee may only take such action if directed by, in the case of
clause (1) above, the vote of Holders of Preferred Securities representing such
specified percentage of the aggregate liquidation amount of the Preferred
Securities, or, in the case of clause (2) above, each Holder of Preferred
Securities.  The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Other than with respect to directing the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee or the
Debenture Trustee as set forth above, the Property Trustee shall be under no
obligation to take any of the foregoing actions at the direction of the Holders
of Preferred Securities unless the Property Trustee shall have received, at the
expense of the Sponsor, an opinion of nationally recognized independent tax
counsel recognized as expert in such matters to the effect that the Trust will
not be classified for United States Federal income tax purposes as an
association taxable as a corporation or a partnership on account of such action
and will be treated as a grantor trust for United States federal income tax
purposes following such action.  If the Property Trustee fails to enforce its
rights under the Declaration (including, without limitation, its rights, powers
and privileges as a holder of the Debentures under the Indenture), any Holder
of Preferred Securities may, to the extent permitted by law, after a period of
30 days has elapsed from such Holder's written request to the Property Trustee
to enforce such rights, institute a legal proceeding directed against JPM to
enforce the Property Trustee's rights under the Declaration, without first
instituting a legal proceeding against the Property Trustee or any other
Person.

                 A waiver of an Indenture Event of Default by the Property
Trustee at the direction of the Holders of the Preferred Securities will
constitute a waiver of the corresponding Event of Default under the Declaration
in respect of the Securities.

                 Any required approval or direction of Holders of Preferred
Securities may be given at a separate meeting of Holders of Preferred
Securities convened for such purpose,
<PAGE>   83
                                                                              14


at a meeting of all of the Holders of Securities of the Trust or pursuant to
written consent.  The Regular Trustees will cause a notice of any meeting at
which Holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such Holders is to be taken, to be
mailed to each Holder of record of Preferred Securities.  Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

                 No vote or consent of the Holders of Preferred Securities will
be required for the Trust to redeem and cancel Preferred Securities in
accordance with the Declaration.

                 Notwithstanding that Holders of Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Preferred Securities at such time that are owned by JPM or by any entity
directly or indirectly controlling or controlled by or under direct or indirect
common control with JPM shall not be entitled to vote or consent and shall, for
purposes of such vote or consent, be treated as if they were not outstanding.

                 Except as provided in this paragraph 5, Holders of the
Preferred Securities will have no rights to increase or decrease the number of
Trustees or to appoint, remove or replace a Trustee, which voting rights are
vested solely in the Holders of the Common Securities.

                 6.  Pro Rata Treatment.  A reference in these terms of the
Preferred Securities to any payment, distribution or treatment as being "pro
rata" shall mean pro rata to each Holder of Securities according to the
aggregate liquidation amount of the Securities held by the relevant Holder in
relation to the aggregate liquidation amount of all Securities outstanding
unless, in relation to a payment, an Event of Default has occurred and is
continuing, in which case any funds available to make such payment shall be
paid first to each Holder of the Preferred Securities pro rata according to the
aggregate liquidation amount of Preferred Securities held by the relevant
Holder relative to the aggregate liquidation amount of all Preferred Securities
<PAGE>   84
                                                                              15


outstanding, and only after satisfaction of all amounts owed to the Holders of
the Preferred Securities, to each Holder of Common Securities pro rata
according to the aggregate liquidation amount of Common Securities held by the
relevant Holder relative to the aggregate liquidation amount of all Common
Securities outstanding.

                 7.  Ranking.  The Preferred Securities rank pari passu and
payment thereon will be made pro rata with the Common Securities except that
where an Event of Default occurs and is continuing, the rights of Holders of
Preferred Securities to payment in respect of Distributions and payments upon
liquidation, redemption or otherwise rank in priority to the rights of Holders
of the Common Securities.

                 8.  Mergers, Consolidations or Amalgamations.  The Trust may
not consolidate, amalgamate, merge with or into, or be replaced by, or sell,
transfer or lease all or substantially all its properties and assets to, any
Person.

                 9.  Transfer, Exchange, Method of Payments.  Payment of
Distributions and payments on redemption of the Preferred Securities will be
payable, the transfer of the Preferred Securities will be registrable, and
Preferred Securities will be exchangeable for Preferred Securities of other
denominations of a like aggregate liquidation amount, at the principal
corporate trust office of the Property Trustee in The City of New York;
provided that payment of Distributions may be made at the option of the Regular
Trustees on behalf of the Trust by check mailed to the address of the Persons
entitled thereto and that the payment on redemption of any Preferred Security
will be made only upon surrender of such Preferred Security to the Property
Trustee.

                 10.  Acceptance of Indenture and Preferred Guarantee.  Each
Holder of Preferred Securities, by the acceptance thereof, agrees to the
provisions of (i) the Preferred Guarantee, including the subordination
provisions therein and (ii) the Indenture and the Debentures, including the
subordination provisions of the Indenture.

                 11.  No Preemptive Rights.  The Holders of Preferred
Securities shall have no preemptive rights to subscribe to any additional
Preferred Securities or Common Securities.
<PAGE>   85
                                                                              16


                 12.  Miscellaneous.  These terms shall constitute a part of
the Declaration.  The Trust will provide a copy of the Declaration and the
Indenture to a Holder without charge on written request to the Trust at its
principal place of business.
<PAGE>   86
                                                                         ANNEX I
                 [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE
INSERT--THIS PREFERRED SECURITY 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 THE DEPOSITARY 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 _______________

Number ________________

CUSIP NO. _____________
<PAGE>   87
                                                                               2


                  Certificate Evidencing Preferred Securities

                                       of

                            JPM Capital Trust [    ]

                           % Preferred Trust Securities
                (liquidation amount $   per Preferred Security)


                 JPM Capital Trust [    ], a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
(the "Holder") is the registered owner of [         ] preferred securities of
the Trust representing undivided beneficial interests in the assets of the
Trust designated the   % Preferred Trust Securities (liquidation amount $   per
Preferred Security) (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 ____________, 199_, as the same may be amended from
time to time (the "Declaration"), including the designation of the terms of
Preferred Securities as set forth in Exhibit B thereto.  The Preferred
Securities and the Common Securities issued by the Trust pursuant to the
Declaration represent undivided beneficial interests in the assets of the
Trust, including the Debentures (as defined in the Declaration) issued by J.P.
Morgan & Co. Incorporated, a Delaware corporation ("JPM"), to the Trust
pursuant to the Indenture referred to in the Declaration.  The Holder is
entitled to the benefits of the Guarantee Agreement of JPM dated as of
___________, 199_ (the "Guarantee"), to the extent provided therein.  The Trust
will furnish a copy of the Declaration, the Guarantee and the Indenture to the
Holder without charge, upon written 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 (i) agreed to the terms of the Indenture and the Debentures,
including that the
<PAGE>   88
                                                                               3


Debentures are subordinate and junior in right of payment to all Senior Debt
(as defined in the Indenture) as and to the extent provided in the Indenture
and (ii) agreed to the terms of the Guarantee, including that the Guarantee is
subordinate and junior in right of payment to all other indebtedness,
liabilities and obligations of JPM, including the Debentures, except those made
pari passu or subordinate by their terms, and senior to all capital stock now
or hereafter issued by JPM and to any guarantee now or hereafter entered into
by JPM in respect of any of its capital stock.

                 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 this ___ day of _____________, 199_.


                                        JPM CAPITAL TRUST [ ],

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:  Trustee

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:  Trustee


Dated:

Countersigned and Registered:

First Trust of New York, National Association, as
Transfer Agent and Registrar


By:
   ---------------------------
         Authorized Officer
<PAGE>   89
                                                                               4


                                   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.
<PAGE>   90
                                                                       EXHIBIT C
                                    TERMS OF
                               COMMON SECURITIES


                 Pursuant to Section 7.1 of the Amended and Restated Declaration
of Trust of JPM Capital Trust [ ] dated as of , 199 (as amended from time to
time, the "Declaration"), the designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth below (each capitalized term used but not defined herein having the
meaning set forth in the Declaration):

                 1.  Designation and Number.  Common Securities of the Trust
with an aggregate liquidation amount in the assets of the Trust of
Dollars ($       ) (including up to         Dollars ($     ) issuable upon
exercise of the overallotment option set forth in the Underwriting Agreement)
and a liquidation amount in the assets of the Trust of $   per Common Security
are hereby designated as "  % Common Trust Securities".  The Common Security
Certificates evidencing the Common Securities shall be substantially in the
form attached hereto as Annex I, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.
The Common Securities are to be issued and sold to J.P. Morgan & Co.
Incorporated ("JPM") in consideration of $            in cash.  In connection
with the issuance and sale of the Preferred Securities and the Common
Securities, the Trust will purchase, as trust assets, Debentures of JPM having
an aggregate principal amount equal to the aggregate liquidation amount of the
Preferred Securities and the Common Securities so issued, and bearing interest
at an annual rate equal to the annual Distribution rate on the Preferred
Securities and the Common Securities and having payment and redemption
provisions which correspond to the payment and redemption provisions of the
Preferred Securities and the Common Securities.

                 2.  Distributions.  (a)  Distributions payable on each Common
Security will be fixed at a rate per annum of    % (the "Coupon Rate") of the
stated liquidation amount of $   per Common Security.  Distributions in arrears
for more than one month will bear interest at the rate per annum of %   thereof
(to the extent permitted by applicable law), compounded monthly.  The term
"Distributions" as used in these terms means such periodic cash distributions
and any such interest payable unless otherwise stated.  A
<PAGE>   91
                                                                               2


Distribution will be made by the Property Trustee only to the extent that
interest payments are made in respect of the Debentures held by the Property
Trustee.  The amount of Distributions payable for any period will be computed
for any monthly Distribution period on the basis of a 360-day year of twelve
30-day months, and for any Distribution period shorter than a 30-day monthly
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed.

                 (b)  Distributions on the Common Securities will be
cumulative, will accrue from             , 199  and will be payable quarterly
in arrears, on the last day of March, June, September and December of each
year, commencing on             , 199 , except as otherwise described below,
but only if and to the extent that interest payments are made in respect of the
Debentures held by the Property Trustee.  So long as JPM is not in default in
the payment of interest on the Debentures, JPM shall have the right under the
Indenture for the Debentures to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not to
exceed 20 consecutive quarterly interest periods (each, a "Deferral Period").
During any such Deferral Period, quarterly Distributions will continue to
accrue with interest thereon (to the extent permitted by applicable law) at the
rate of   % per annum, compounded quarterly.  Prior to the termination of any
such Deferral Period, JPM may further extend such Deferral Period; provided
that such Deferral Period, together with all such previous and further
extensions thereof, may not exceed 20 consecutive quarterly interest periods.
Upon the termination of any Deferral Period and the payment of all amounts then
due, JPM may commence a new Deferral Period, subject to the above requirements.
Payments of accrued Distributions will be payable to Holders of Common
Securities as they appear on the books and records of the Trust on the record
date for the first interest payment date occurring at or after the end of the
Deferral Period.

                 (c)  Distributions on the Common Securities will be payable
promptly by the Property Trustee (or other Paying Agent) upon receipt of
immediately available funds to the Holders thereof as they appear on the books
and records of the Trust on the relevant record dates which will be one
Business Day prior to the relevant Distribution date unless the Preferred
Securities are no longer in book-entry only form, in which event the relevant
record dates will be the fifteenth (15th) day of the month in which the
relevant
<PAGE>   92
                                                                               3


Distribution date occurs, which record and payment dates correspond to the
record and interest payment dates for the Debentures.  Distributions payable on
any Common Securities that are not punctually paid on any Distribution date as
a result of JPM having failed to make the corresponding interest payment on the
Debentures will forthwith cease to be payable to the Person in whose name such
Common Security is registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Common
Security is registered on the special record date established by the Regular
Trustees, which record date shall correspond to the special record date or
other specified date determined in accordance with the Indenture; provided,
however, that Distributions shall not be considered payable on any Distribution
payment date falling within a Deferral Period unless JPM has elected to make a
full or partial payment of interest accrued on the Debentures on such
Distribution payment date.  Subject to any applicable laws and regulations and
the provisions of the Declaration, each payment in respect of the Common
Securities will be made as described in paragraph 9 hereof.  If any date on
which Distributions are payable on the Common Securities is not a Business Day,
then payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

                 (d)  All Distributions paid with respect to the Common
Securities and the Preferred Securities will be paid pro rata to the Holders
thereof entitled thereto.  If an Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities with respect to Distributions.

                 (e)  In the event that there is any money or other property
held by or for the Trust that is not accounted for under the Declaration, such
money or property shall be distributed pro rata among the Holders of the
Preferred Securities and the Common Securities.

                 3.  Liquidation Distribution Upon Dissolution.  In the event
of any voluntary or involuntary dissolution, winding-up or termination of the
Trust, the Holders of the Preferred Securities and Common Securities at the
date of
<PAGE>   93
                                                                               4


the dissolution, winding-up or termination, as the case may be, will be
entitled to receive pro rata solely out of the assets of the Trust available
for distribution to Holders of Preferred Securities and the Common Securities,
after satisfaction of liabilities to creditors, an amount equal to the
aggregate of the stated liquidation amount of $   per Preferred Security and
Common Security plus accrued and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"), unless, in
connection with such dissolution, winding-up or termination, and after
satisfaction of liabilities to creditors, Debentures in an aggregate principal
amount equal to the aggregate stated liquidation amount of such Preferred
Securities and Common Securities bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on, such Preferred
Securities and Common Securities, shall be distributed pro rata to the Holders
of the Preferred Securities and Common Securities in exchange for such
Securities.

                 If, upon any such dissolution, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Preferred Securities and the Common Securities
shall be paid, subject to the next paragraph, on a pro rata basis.

                 Holders of Common Securities will be entitled to receive
Liquidation Distributions upon any such dissolution pro rata with Holders of
Preferred Securities, except that, if an Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities with respect to such Liquidation Distribution.

                 4.  Redemption and Distribution of Debentures.  The Preferred
Securities and the Common Securities may only be redeemed if Debentures having
an aggregate principal amount equal to the aggregate liquidation amount of the
Preferred Securities and the Common Securities are repaid, redeemed or
distributed as set forth below:

                 (a)  Upon the repayment of the Debentures, in whole or in
part, whether at maturity or upon redemption at any time or from time to time
on or after          , 200 , the proceeds of such repayment will be promptly
applied to redeem pro rata Preferred Securities and Common Securities having an
aggregate liquidation amount equal to the
<PAGE>   94
                                                                               5


aggregate principal amount of the Debentures so repaid, upon not less than 30
nor more than 60 days notice, at a redemption price of $   per Preferred and
Common Security plus an amount equal to accrued and unpaid Distributions
thereon to the date of redemption, payable in cash (the "Redemption Price").
The date of any such repayment of Preferred Securities and Common Securities
shall be established to coincide with the repayment or redemption date of the
Debentures.

                 (b)  If fewer than all the outstanding Preferred Securities
and Common Securities are to be so redeemed, the Preferred Securities and the
Common Securities will be redeemed pro rata and, with respect to the Common
Securities to be redeemed, as described in paragraph 4(e)(ii) below. If a
partial redemption would result in the delisting of the Preferred Securities by
any national securities exchange or other organization on which the Preferred
Securities are then listed, JPM, pursuant to the Indenture, will only redeem
Debentures in whole and the Trust will only redeem the Common Securities in
whole.

                 (c)  If, at any time, a Tax Event or an Investment Company
Event (each, as hereinafter defined, and each, along with a Capital Treatment
Event, a "Special Event") shall occur and be continuing, the Regular Trustees
shall, unless the Debentures are redeemed in the limited circumstances
described below, dissolve the Trust and, after satisfaction of creditors, cause
Debentures held by the Property Trustee having an aggregate principal amount
equal to the aggregate stated liquidation amount of, and bearing accrued and
unpaid interest equal to accrued and unpaid Distributions on, and having the
same record date for payment as, the Preferred Securities and the Common
Securities, to be distributed to the Holders of the Preferred Securities and
the Common Securities on a pro rata basis in liquidation of such Holders'
interests in the Trust, within 90 days following the occurrence of such Special
Event (the "90 Day Period"); provided, however, that in the case of the
occurrence of a Tax Event, as a condition of such dissolution and distribution,
the Regular Trustees shall have received an opinion of a nationally recognized
independent tax counsel experienced in such matters (a "No Recognition
Opinion"), which opinion may rely on any then applicable published revenue
rulings of the Internal Revenue Service, to the effect that the Holders of the
Preferred Securities will not recognize any gain or loss for United States
Federal income tax purposes as a result of the dissolution of the Trust and
<PAGE>   95
                                                                               6


distribution of Debentures; and provided further that, if and as long as at the
time there is available to the Trust the opportunity to eliminate, within such
90 Day Period, the Special Event by taking some ministerial action, such as
filing a form or making an election, or pursuing some other similar reasonable
measure that has no adverse effect on the Trust, JPM or the Holders of the
Preferred Securities (a "Ministerial Action"), the Trust will pursue such
Ministerial Action in lieu of dissolution.  JPM may also elect, in its sole
discretion, to shorten the maturity of the Debentures, as provided in Section [
] of the [   ] Supplemental Indenture to the Indenture in lieu of dissolving
the Trust, if doing so would eliminate the Tax Event.

                 If in the case of the occurrence of a Tax Event, (i) the
Regular Trustees have received an opinion (a "Redemption Tax Opinion") of
nationally recognized independent tax counsel experienced in such matters that,
as a result of a Tax Event, there is more than an insubstantial risk that JPM
would be precluded from deducting the interest on the Debentures for United
States Federal income tax purposes even if the Debentures were distributed to
the Holders of Preferred Securities and Common Securities in liquidation of
such Holders' interest in the Trust as described in this paragraph 4(c) or (ii)
the Regular Trustees shall have been informed by such tax counsel that a No
Recognition Opinion cannot be delivered to the Trust, JPM shall have the right
at any time, subject to JPM having received prior approval of the Federal
Reserve to do so if then required under applicable capital guidelines or
policies of the Federal Reserve, upon not less than 30 nor more than 60 days
notice, to redeem the Debentures in whole or in part for cash at the Redemption
Price within 90 days following the occurrence of such Tax Event, and, promptly
following such redemption, Preferred Securities and Common Securities with an
aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so redeemed will be redeemed by the Trust at the Redemption Price on
a pro rata basis; provided, however, that, if at the time there is available to
JPM or the Regular Trustees on behalf of the Trust the opportunity to
eliminate, within such 90 Day Period, the Tax Event by taking some Ministerial
Action, JPM or the Holders of the Preferred Securities, JPM or the Regular
Trustees, on behalf of the Trust, will pursue such measure in lieu of
redemption; and provided further, that the foregoing provisions shall not
require JPM to shorten the maturity of the Debentures and JPM shall have no
<PAGE>   96
                                                                               7


right to redeem the Debentures while the Regular Trustees, on behalf of the
Trust, are pursuing such Ministerial Action.  The Common Securities will be
redeemed pro rata with the Preferred Securities, except that if an Event of
Default under the Indenture has occurred and is continuing, the Preferred
Securities will have a priority over the Common Securities with respect to
payment of the Redemption Price.

                 "Tax Event" means that the Regular Trustees shall have
obtained an opinion of nationally recognized independent tax counsel
experienced in such matters (a "Dissolution Tax Opinion") to the effect that,
on or after              , 199  as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision
or regulatory determination), (c) any interpretation or pronouncement that
provides for a position with respect to such laws or regulations that differs
from the theretofore generally accepted position or (d) any action taken by any
governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after            , 199 , there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date thereof, subject to United
States Federal income tax with respect to income accrued or received on the
Debentures, (ii) the Trust is, or will be within 90 days of the date thereof,
subject to more than a de minimis amount of taxes, duties or other governmental
charges or (iii) interest payable by JPM to the Trust on the Debentures is not,
or within 90 days of the date thereof will not be, deductible by JPM for United
States Federal income tax purposes.

                 "Investment Company Event" means that the Regular Trustees
shall have received an opinion of nationally recognized independent counsel
experienced in practice under the Investment Company Act that, as a result of
the occurrence of a change in law or regulation or a change in interpretation
or application of law or regulation by any legislative body, court,
governmental agency or regulatory
<PAGE>   97
                                                                               8


authority (a "Change in 1940 Act Law"), there is more than an insubstantial
risk that the Trust is or will be considered an Investment Company which is
required to be registered under the Investment Company Act, which Change in
1940 Act Law becomes effective on or after               , 199 .

                 "Capital Treatment Event" means that JPM has reasonably
determined that, as the result of the occurrence of a change in law or
regulation or a change in the interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that JPM will not be able
to treat the minority interest in the Trust as "Tier 1 capital" (or the
equivalent) for purposes of the capital adequacy guidelines of the Federal
Reserve, as then in effect and applicable to JPM.

                 On the date fixed for any distribution of Debentures, upon
dissolution of the Trust, (i) the Common Securities will no longer be deemed to
be outstanding and (ii) any certificates representing Common Securities will be
deemed to represent beneficial interests in the Debentures having an aggregate
principal amount equal to the stated liquidation amount of, and bearing accrued
and unpaid interest equal to accrued and unpaid Distributions on, such Common
Securities until such certificates are presented to JPM or its agent for
transfer or reissuance.

                 (d)  The Trust may not redeem fewer than all the outstanding
Common Securities unless all accrued and unpaid Distributions have been paid on
all Common Securities for all monthly Distribution periods terminating on or
prior to the date of redemption.

                 (e)(i)  Notice of any redemption of, or notice of distribution
of Debentures in exchange for, the Preferred Securities and the Common
Securities (a "Redemption/Distribution Notice") will be given by the Regular
Trustees on behalf of the Trust by mail to each Holder of Preferred Securities
and Common Securities to be redeemed or exchanged not less than 30 nor more
than 60 days prior to the date fixed for redemption or exchange thereof.  For
purposes of the calculation of the date of redemption or exchange and the dates
on which notices are given pursuant to this paragraph (e)(i), a
Redemption/Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders of
<PAGE>   98
                                                                               9


Preferred Securities and Common Securities.  Each Redemption/ Distribution
Notice shall be addressed to the Holders of Preferred Securities and Common
Securities at the address of each such Holder appearing in the books and
records of the Trust.  No defect in the Redemption/Distribution Notice or in
the mailing of either thereof with respect to any Holder shall affect the
validity of the redemption or exchange proceedings with respect to any other
Holder.

                 (ii)  In the event that fewer than all the outstanding Common
Securities are to be redeemed, the Common Securities to be redeemed will be
redeemed pro rata from each Holder of Common Securities (subject to adjustment
to eliminate fractional Common Securities).

                 (iii)  If the Trust gives a Redemption/Distribution Notice in
respect of a redemption of Common Securities as provided in this paragraph 4
(which notice will be irrevocable), then immediately prior to the close of
business on the redemption date, provided that JPM has paid to the Property
Trustee in immediately available funds a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures,
Distributions will cease to accrue on the Common Securities called for
redemption, such Common Securities will no longer be deemed to be outstanding
and all rights of Holders of such Common Securities so called for redemption
will cease, except the right of the Holders of such Common Securities to
receive the Redemption Price, but without interest on such Redemption Price.
Neither the Trustees nor the Trust shall be required to register or cause to be
registered the transfer of any Common Securities which have been so called for
redemption.  If any date fixed for redemption of Common Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date fixed for redemption.  If payment of the Redemption
Price in respect of Common Securities is improperly withheld or refused and not
paid by the Property Trustee, Distributions on such Common Securities will
continue to accrue, from the original redemption date to the date of payment,
in which case the actual payment date will
<PAGE>   99
                                                                              10


be considered the date fixed for redemption for purposes of calculating the
Redemption Price.

                 (iv)  Redemption/Distribution Notices shall be sent by the
Regular Trustees on behalf of the Trust to the Holders of the Common
Securities.

                 (v)  Upon the date of dissolution of the Trust and
distribution of Debentures as a result of the occurrence of a Special Event,
Common Security Certificates shall be deemed to represent beneficial interests
in the Debentures so distributed, and the Common Securities will no longer be
deemed outstanding  and may be canceled by the Regular Trustees.  The
Debentures so distributed shall have an aggregate principal amount equal to the
aggregate liquidation amount of the Common Securities so distributed.

                 5.  Voting Rights.  (a)  Except as provided under paragraph
5(b) below and as otherwise required by law and the Declaration, the Holders of
the Common Securities will have no voting rights.

                 (b)  Holders of Common Securities have the sole right under
the Declaration to increase or decrease the number of Trustees, and to appoint,
remove or replace a Trustee, any such increase, decrease, appointment, removal
or replacement to be approved by Holders of Common Securities representing a
Majority in liquidation amount of the Common Securities.

                 If any proposed amendment to the Declaration provides for, or
the Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than in connection
with the distribution of Debentures held by the Property Trustee, upon the
occurrence of a Special Event or in connection with the redemption of Common
Securities as a consequence of a redemption of Debentures, then the Holders of
outstanding Securities will be entitled to vote on such amendment or proposal
as a class and such amendment or proposal shall not be effective except with
the approval of the Holders of Securities representing 66-2/3% in liquidation
amount of such Securities; provided, however, that (A) if any amendment or
proposal referred to in clause (i) above would adversely affect only the
Preferred Securities or the Common Securities, then only the
<PAGE>   100
                                                                              11


affected class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of 66-2/3
in liquidation amount of such class of Securities, (B) the rights of Holders of
Common Securities under Article V of the Declaration to increase or decrease
the number of, and to appoint, replace or remove, Trustees shall not be amended
without the consent of each Holder of Common Securities, and (C) amendments to
the Declaration shall be subject to such further requirements as are set forth
in Sections 12.1 and 12.2 of the Declaration.

                 In the event the consent of the Property Trustee as the holder
of the Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures, the
Property Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination.  The
Property Trustee shall vote with respect to such amendment, modification or
termination as directed by a Majority in liquidation amount of the Securities
voting together as a single class; provided that where such amendment,
modification or termination of the Indenture requires the consent or vote of
(1) holders of Debentures representing a specified percentage greater than a
majority in principal amount of the Debentures or (2) each holder of
Debentures, the Property Trustee may vote only with respect to that amendment,
modification or termination as directed by, in the case of clause (1) above,
the vote of Holders of Securities representing such specified percentage of the
aggregate liquidation amount of the Securities, or, in the case of clause (2)
above, each Holder of Securities; and provided, further, that the Property
Trustee shall be under no obligation to take any action in accordance with the
directions of the Holders of the Securities unless the Property Trustee shall
have received, at the expense of the Sponsor, an opinion of nationally
recognized independent tax counsel recognized as an expert in such matters to
the effect that the Trust will not be classified for United States Federal
income tax purposes as an association taxable as a corporation or a partnership
on account of such action and will be treated as a grantor trust for United
States Federal income tax purposes following such action.

                 Subject to Section 2.6 of the Declaration and the provisions
of this and the next succeeding paragraph, the Holders of a Majority in
liquidation amount of the Common
<PAGE>   101
                                                                              12


Securities, voting separately as a class, shall have the right to (A) on behalf
of all Holders of Common Securities, waive any past default that is waivable
under the Declaration (subject to, and in accordance with, the Declaration) and
(B) direct the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under the Declaration, including the right
to direct the Property Trustee, as holder of the Debentures, to (i) direct the
time, method and place of conducting any proceeding for any remedy available to
the Debenture Trustee, or exercising any trust or power conferred on the
Debenture Trustee with respect to the Debentures, (ii) waive any past default
and its consequences that is waivable under Section 6.06 of the Indenture, or
(iii) exercise any right to rescind or annul a declaration that the principal
of all the Debentures shall be due and payable; provided that where the taking
of any action under the Indenture requires the consent or vote of (1) holders
of Debentures representing a specified percentage greater than a majority in
principal amount of the Debentures or (e) each holder of     Debentures, the
Property Trustee may take such action only if directed by, in the case of
clause (1) above, the vote of Holders of Common Securities representing such
specified percentage of the aggregate liquidation amount of the Common
Securities, or, in the case of clause (2) above, each Holder of Common
Securities.  Pursuant to this paragraph, the Property Trustee shall not revoke,
or take any action inconsistent with, any action previously authorized or
approved by a vote of the Holders of the Preferred Securities, and shall not
take any action in accordance with the direction of the Holders of the Common
Securities under this paragraph if the action is prejudicial to the Holders of
Preferred Securities.  Other than with respect to directing the time, method
and place of conducting any proceeding for any remedy available to the Property
Trustee or the Debenture Trustee as set forth above, the Property Trustee shall
be under no obligation to take any of the foregoing actions at the direction of
the Holders of Common Securities unless the Property Trustee shall have
received, at the expense of the Sponsor, an opinion of nationally recognized
independent tax counsel recognized as expert in such matters to the effect that
the Trust will not be classified for United States Federal income tax purposes
as an association taxable as a corporation or a partnership on account of such
action and will be treated as a grantor trust for United States income tax
purposes following such action.
<PAGE>   102
                                                                              13



                 Notwithstanding any other provision of these terms, each
Holder of Common Securities will be deemed to have waived any Event of Default
with respect to the Common Securities and its consequences until all Events of
Default with respect to the Preferred Securities have been cured, waived by the
Holders of Preferred Securities as provided in the Declaration or otherwise
eliminated, and until all Events of Default with respect to the Preferred
Securities have been so cured, waived by the Holders of Preferred Securities or
otherwise eliminated, the Property Trustee will be deemed to be acting solely
on behalf of the Holders of Preferred Securities and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of the Declaration or of the Securities.  In the
event that any Event of Default with respect to the Preferred Securities is
waived by the Holders of Preferred Securities as provided in the Declaration,
the Holders of Common Securities agree that such waiver shall also constitute
the waiver of such Event of Default with respect to the Common Securities for
all purposes under the Declaration without any further act, vote or consent of
the Holders of the Common Securities.

                 A waiver of an Indenture Event of Default by the Property
Trustee at the direction of the Holders of the Preferred Securities will
constitute a waiver of the corresponding Event of Default under the Declaration
in respect of the Securities.

                 Any required approval of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities of the Trust or
pursuant to written consent.  The Regular Trustees will cause a notice of any
meeting at which Holders of Common Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Common Securities.  Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.
<PAGE>   103
                                                                              14


                 No vote or consent of the Holders of Common Securities will be
required for the Trust to redeem and cancel Common Securities in accordance
with the Declaration.

                 6.  Pro Rata Treatment.  A reference in these terms of the
Common Securities to any payment, distribution or treatment as being "pro rata"
shall mean pro rata to each Holder of Securities according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Preferred Securities pro rata according to the aggregate
liquidation amount of Preferred Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Preferred Securities outstanding,
and only after satisfaction of all amounts owed to the Holders of the Preferred
Securities, to each Holder of Common Securities pro rata according to the
aggregate liquidation amount of Common Securities held by the relevant Holder
relative to the aggregate liquidation amount of all Common Securities
outstanding.

                 7.  Ranking.  The Common Securities rank pari passu and
payment thereon will be made pro rata with the Preferred Securities except that
where an Event of Default occurs and is continuing, the rights of Holders of
Common Securities to payment in respect of Distributions and payments upon
liquidation, redemption or otherwise are subordinate to the rights of Holders
of the Preferred Securities.

                 8.  Mergers, Consolidations or Amalgamations.  The Trust may
not consolidate, amalgamate, merge with or into, or be replaced by, or sell,
transfer or lease all or substantially all its properties and assets to, any
Person.

                 9.  Transfers, Exchanges, Method Payments.  Payment of
Distributions and payments on redemption of the Common Securities will be
payable, the transfer of the Common Securities will be registrable, and Common
Securities will be exchangeable for Common Securities of other denominations of
a like aggregate liquidation amount, at the principal corporate trust office of
the Property Trustee in The City of New York; provided that payment of
Distributions may be made at the option of the Regular Trustees on behalf of
the Trust by check mailed to the address of the Persons
<PAGE>   104
                                                                              15


entitled thereto and that the payment on redemption of any Common Security will
be made only upon surrender of such Common Security to the Property Trustee.
Notwithstanding the foregoing, transfers of Common Securities are subject to
conditions set forth in Section 9.1(c) of the Declaration.

                 10.  Acceptance of Indenture.  Each Holder of Common
Securities, by the acceptance thereof, agrees to the provisions of the
Indenture and the Debentures, including the subordination provisions thereof.

                 11.  No Preemptive Rights.  The Holders of Common Securities
shall have no preemptive rights to subscribe to any additional Common
Securities or Preferred Securities.

                 12.  Miscellaneous.  These terms shall constitute a part of
the Declaration.  The Trust will provide a copy of the Declaration and the
Indenture to a Holder without charge on written request to the Trust at its
principal place of business.
<PAGE>   105
                                                                         Annex I
                          TRANSFER OF THIS CERTIFICATE
                          IS SUBJECT TO THE CONDITIONS
                          SET FORTH IN THE DECLARATION
                               REFERRED TO BELOW


      Certificate Number                             Number of Common Securities



                    Certificate Evidencing Common Securities

                                       of

                             JPM Capital Trust [ ]


                          ___% Common Trust Securities
                  (liquidation amount $   per Common Security)


                 JPM Capital Trust [ ], a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that J.P.
Morgan & Co. Incorporated (the "Holder") is the registered owner of
(          ) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust designated the "   % Common Trust
Securities" (liquidation amount $   per Common Security) (the "Common
Securities").  The transfer of Common 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 and satisfaction of the other conditions set forth in the
Declaration (as defined below) including, without limitation, Section 9.01(c)
thereof.  The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common 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           , 199 , as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of Common Securities as set forth in Exhibit C
thereto.  The Common Securities and the Preferred Securities issued by the
Trust pursuant to the Declaration represent undivided beneficial interests in
the assets of the Trust,
<PAGE>   106
                                                                               2


including the Debentures (as defined in the Declaration) issued by J.P. Morgan
& Co. Incorporated, a Delaware corporation, to the Trust pursuant to the
Indenture referred to in the Declaration.  The Trust will furnish a copy of the
Declaration and the Indenture to the Holder without charge upon written 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 the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all Senior Debt (as defined in the Indenture) as and to the extent provided in
the Indenture.
<PAGE>   107
                                                                               3


                 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 this     day of        , 199 .


                                        JPM CAPITAL TRUST [ ],

                                          by                         ,
                                            -------------------------
                                            Name:
                                            Title:  Trustee


                                          by                         ,
                                            -------------------------
                                            Name:
                                            Title:  Trustee


Dated:

Countersigned and Registered:

The First Trust of New York, National Association
Transfer Agent and Registrar

 by
   --------------------------
      Authorized Officer
<PAGE>   108
                                                                               4


                                   ASSIGNMENT


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

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

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

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

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

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

--------------------------------------------------------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints

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

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

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

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

Date:
      ------------------------------

Signature:
           -------------------------

(Sign exactly as your name appears on the other side of this Common Security
Certificate)