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                                                                    EXHIBIT 4.11


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                                    FORM OF


                              GUARANTEE AGREEMENT


                                       OF


                              JPM CAPITAL TRUST II


                                ________________


                           DATED AS OF         , 199





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                                  This GUARANTEE AGREEMENT, dated as of
                          , 199 , is executed and delivered by J.P.
                          Morgan & Co. Incorporated, a Delaware corporation
                          (the "Guarantor"), and First Trust of New York,
                          National Association, as the initial GUARANTEE
                          Trustee (as defined herein) for the benefit of the
                          Holders (as defined herein) from time to time of the
                          Preferred Securities (as defined herein) of JPM
                          Capital Trust II, a Delaware statutory business trust
                          (the "Issuer").


                 WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (the "Declaration"), dated as of             , 199  among the trustees of
the Issuer named therein, J.P. Morgan & Co. Incorporated, as Sponsor, and the
Holders from time to time of undivided beneficial interests in the assets of
the Issuer, the Issuer may issue up to                   aggregate liquidation
amount of its    % Preferred Trust Securities (the "Preferred Securities")
representing undivided beneficial interests in the assets of the Issuer and
having the terms set forth in Exhibit B to the Declaration, of which $
liquidation amount of the Preferred Securities are being issued as of the date
hereof.  Up to the remaining $               liquidation amount of Preferred
Securities may be issued by the Issuer if and to the extent that the
over-allotment option granted by the Guarantor and the Issuer pursuant to the
Underwriting Agreement (as defined in the Declaration) is exercised by the
Underwriters named in the Underwriting Agreement.

                 WHEREAS, as incentive for the Holders to purchase Preferred
Securities, the Guarantor desires to irrevocably and unconditionally agree, to
the extent set forth herein, to pay to the Holders of the Preferred Securities
the GUARANTEE Payments (as defined herein) and to make certain other payments
on the terms and conditions set forth herein.


                 NOW, THEREFORE, in consideration of the purchase by the
initial purchasers thereof of Preferred Securities, which purchase the
Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and
delivers this GUARANTEE Agreement for the benefit of the Holders from time to
time of the Preferred Securities.
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                                                                               3

                                   ARTICLE I

                                  Definitions

                 (a)  Capitalized terms used in this GUARANTEE Agreement but
not defined in the preamble above have the respective meanings assigned to them
in this Section 1.01.

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

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

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

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

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

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

                 "Commission" means the Securities and Exchange Commission.

                 "Common Securities" means the securities representing
undivided beneficial interests in the assets of the Issuer, having the terms
set forth in Exhibit C to the Declaration.

                 "Covered Person" means any Holder of Preferred Securities.

                 "Debentures" means the series of Junior Subordinated
Debentures issued by the Guarantor under the Indenture to the Property Trustee
and entitled the "    % Junior Subordinated Debentures due      ".
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                                                                               4

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

                 "Event of Default" means a default by the Guarantor on any of
its payment or other obligations under this GUARANTEE Agreement.

                 "Guarantee Payments" shall mean the following payments or
distributions, without duplication, with respect to the Preferred Securities,
to the extent not paid or made by the Issuer: (i) any accrued and unpaid
Distributions and the redemption price, including all accrued and unpaid
Distributions to the date of redemption (the "Redemption Price"), with respect
to the Preferred Securities called for redemption by the Issuer but only if and
to the extent that in each case the Guarantor has made a payment to the
Property Trustee of interest or principal on the Debentures and (ii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Issuer
(other than in connection with the distribution of Debentures to Holders or the
redemption of all the Preferred Securities upon the maturity or redemption of
the Debentures as provided in the Declaration), the lesser of (a) the aggregate
of the liquidation amount and all accrued and unpaid Distributions on the
Preferred Securities to the date of payment, to the extent the Issuer has funds
available therefor, or (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer (in either
case, the "Liquidation Distribution").

                 "Guarantee Trustee" means First Trust of New York, National
Association until a Successor GUARANTEE Trustee has been appointed and accepted
such appointment pursuant to the terms of this GUARANTEE Agreement and
thereafter means each such Successor GUARANTEE Trustee.

                 "Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor or any entity directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Guarantor.
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                 "Indemnified Person" means the GUARANTEE Trustee, any
Affiliate of the GUARANTEE Trustee, and any officers, directors, shareholders,
members, partners, employees, representatives or agents of the GUARANTEE
Trustee.

                 "Indenture" means the Junior Subordinated Indenture dated as
of November   , 1996 between the Guarantor and First Trust of New York,
National Association, as trustee, as supplemented by the [    ] Supplemental
Indenture thereto dated as of 199 , pursuant to which the Debentures are to be
issued.

                 "Majority in liquidation amount of the Preferred Securities"
means, except as otherwise required by the Trust Indenture Act, Holder(s) of
outstanding Preferred Securities voting together as a single class, who are the
record owners of Preferred 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 Preferred Securities.

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

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

                 "Redemption Price" means the amount payable on redemption of
the Preferred Securities in accordance with the terms of the Preferred
Securities.

                 "Responsible Officer" means, with respect to the GUARANTEE
Trustee, the chairman of the board of directors, the president, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer of the GUARANTEE Trustee
customarily performing functions similar to those performed by any of the above
designated officers
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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.

                 "66- 2/3% in liquidation amount of the Preferred Securities"
means, except as otherwise required by the Trust Indenture Act, Holder(s) of
outstanding Preferred Securities voting together as a single class who are the
record owners of Preferred 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
Preferred Securities.

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

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


                                   ARTICLE II

                              Trust Indenture Act

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

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

                 (c)  The application of the Trust Indenture Act to this
GUARANTEE Agreement shall not affect the nature of the Preferred Securities as
equity securities representing undivided beneficial interests in the assets of
the Issuer.
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                 SECTION 2.02.  Lists of Holders of Preferred Securities.  (a)
The Guarantor shall provide the GUARANTEE Trustee with such information as is
required under Section 312(a) of the Trust Indenture Act at the times and in
the manner provided in Section 312(a).

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

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

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

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

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

                 (b)  The right of any Holder of Preferred Securities to
receive payment of the GUARANTEE Payments in accordance with this GUARANTEE
Agreement, or to institute suit for the enforcement of any such payment, shall
not be impaired without the consent of each such Holder.

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

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


                                  ARTICLE III

                 Powers, Duties and Rights of Guarantee Trustee

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

                 (b)  If an Event of Default occurs and is continuing, the
GUARANTEE Trustee shall enforce this GUARANTEE Agreement for the benefit of the
Holders of the Preferred Securities.

                 (c)  This GUARANTEE Agreement and all moneys received by the
Property Trustee hereunder in respect of the GUARANTEE Payments will not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of, or for the benefit of the GUARANTEE Trustee or its agents or their
creditors.

                 (d)  The GUARANTEE Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the holders of the Preferred Securities, as their names and
addresses appear upon the register, notice of all Events of Default known to
the GUARANTEE Trustee, unless such defaults shall have been cured before the
giving of such notice; provided, that, the GUARANTEE Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors and/or Responsible
Officers, of the GUARANTEE Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders of the Preferred Securities.
The GUARANTEE Trustee shall not be deemed to have knowledge of any default
except any default as to which the GUARANTEE Trustee shall have received
written notice or a Responsible Officer charged with the administration of the
GUARANTEE Agreement shall have obtained written notice.

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

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

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

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

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

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

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

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

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

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

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

                 (ii) the GUARANTEE Trustee (A) may consult with counsel (which
         may be counsel to the Guarantor 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
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         any time to seek instructions concerning the administration of this
         GUARANTEE Agreement from any court of competent jurisdiction;

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

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

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

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


                                   ARTICLE IV

                               Guarantee Trustee

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

                 (i) not be an Affiliate of the Guarantor; and

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

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

                 SECTION 4.02.  Appointment, Removal and Resignation of
GUARANTEE Trustee.  (a)  Subject to Section 4.02(b), the GUARANTEE Trustee may
be appointed or removed without cause at any time by the Guarantor.
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                 (b)  The GUARANTEE Trustee shall not be removed in accordance
with Section 4.02(a) until a Successor GUARANTEE Trustee possessing the
qualifications to act as GUARANTEE Trustee under Section 4.01(a) has been
appointed and has accepted such appointment by written instrument executed by
such Successor GUARANTEE Trustee and delivered to the Guarantor and the
GUARANTEE Trustee being removed.

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

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

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


                                   ARTICLE V

                                   Guarantee

                 SECTION 5.01.  Guarantee.  The Guarantor irrevocably and
unconditionally agrees to pay in full to the Holders the GUARANTEE Payments
(without duplication of amounts theretofore paid by the Issuer) regardless of
any defense, right of set-off or counterclaim which the Issuer may have or
assert.  The Guarantor's obligation to make a GUARANTEE Payment may be
satisfied by direct payment of the
<PAGE>   15
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required amounts by the Guarantor to the Holders or by causing the Issuer to
pay such amounts to the Holders.

                 SECTION 5.02.  Waiver of Notice.  The Guarantor hereby waives
notice of acceptance of this GUARANTEE Agreement and of any liability to which
it applies or may apply, presentment, demand for payment, any right to require
a proceeding first against the Issuer or any other Person before proceeding
against the Guarantor, protect, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands.

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

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

                 (b) the extension of time for the payment by the Issuer of all
         or any portion of the Distributions (other than an extension of time
         for payment of Distributions that results from the extension of any
         interest payment period on the Debentures), Redemption Price,
         Liquidation Distribution (as defined in the Declaration) or any other
         sums payable under the terms of the Preferred Securities or the
         extension of time for the performance of any other obligation under,
         arising out of, or in connection with, the Preferred Securities;

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

                 (d) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt of, or other similar proceedings
<PAGE>   16
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         affecting, the Issuer or any of the assets of the Issuer;

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

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

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

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

                 SECTION 5.04.  Enforcement of Guarantee.  The Guarantor and
the GUARANTEE Trustee expressly acknowledge that (i) this Guarantee Agreement
will be deposited with the GUARANTEE Trustee to be held for the benefit of the
Holders; (ii) the GUARANTEE Trustee has the right to enforce this GUARANTEE
Agreement on behalf of the Holders; (iii) Holders representing not less than a
Majority in liquidation amount of the Preferred Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available in respect of this GUARANTEE Agreement including the giving of
directions to the GUARANTEE Trustee, or exercising any trust or other power
conferred upon the GUARANTEE Trustee under this GUARANTEE Agreement, and (iv)
if the GUARANTEE Trustee fails to enforce this GUARANTEE Agreement, any Holder
of Preferred Securities may institute a legal proceeding directly against the
Guarantor to enforce its rights under this GUARANTEE Agreement, without first
instituting a legal proceeding against the Issuer, the GUARANTEE Trustee, or
any other Person.

                 SECTION 5.05.  GUARANTEE of Payment.  This GUARANTEE Agreement
creates a GUARANTEE of payment and not merely of collection.  This GUARANTEE
Agreement will not be discharged except by payment of the GUARANTEE Payments in
full (without duplication of amounts theretofore paid by the Issuer).
<PAGE>   17
                                                                              17

                 SECTION 5.06.  Subrogation.  The Guarantor shall be subrogated
to all (if any) rights of the Holders against the Issuer in respect of any
amounts paid to the Holders by the Guarantor under this GUARANTEE Agreement;
provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any rights
which it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this GUARANTEE
Agreement, if, at the time of any such payment, any amounts are due and unpaid
under this GUARANTEE Agreement.  If any amount shall be paid to the Guarantor
in violation of the preceding sentence, the Guarantor agrees to hold such
amount in trust for the Holders and to pay over such amount to the Holders.

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


                                   ARTICLE VI

                   Limitation of Transactions; Subordination

                 SECTION 6.01.  Limitation of Transactions.  So long as any
Preferred Securities remain outstanding, the Guarantor will not declare or pay
dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its common stock or preferred stock
or make any GUARANTEE payment with respect thereto if at such time (i) the
Guarantor shall be in default with respect to its GUARANTEE Payments or other
payment obligations hereunder, (ii) there shall have occurred any event of
default under the Declaration or (iii) the Guarantor shall have given notice of
its selection of a Deferral Period (as defined in the Indenture) and such
period, or any extension thereof, is continuing; provided, however, that the
foregoing restrictions shall not apply to (i) dividends, redemptions,
purchases, acquisitions, distributions or payments made by the Guarantor by way
of issuance of shares of its capital stock, (ii) payments of
<PAGE>   18
                                                                              18

accrued dividends by the Guarantor upon the redemption, exchange or conversion
of any preferred stock of the Guarantor as may be outstanding from time to time
in accordance with the terms of such preferred stock, (iii) cash payments made
by the Guarantor in lieu of delivering fractional shares upon the redemption,
exchange or conversion of any preferred stock of the Guarantor as may be
outstanding from time to time in accordance with the terms of such preferred
stock, (iv) repurchases, redemptions or other acquisitions of shares of capital
stock of the Guarantor in connection with any employment contract, benefit plan
or other similar arrangement with or for the benefit of employees, officers,
directors of consultants, or (v) any declaration of a dividend in connection
with the implementation of a stockholders' rights plan, or the issuance of
stock under any such plan in the future, or the redemption or repurchase of
such rights pursuant thereto.  In addition, so long as any Preferred Securities
remain outstanding, the Guarantor (i) will remain the sole direct or indirect
owner of all of the outstanding Common Securities and shall not cause or permit
the Common Securities to be transferred except to the extent such transfer is
permitted under Section 9.01(c) of the Declaration; provided that any permitted
successor of the Guarantor under the Indenture may succeed to the Guarantor's
ownership of the Common Securities and (ii) will use reasonable efforts to
cause the Issuer to continue to be treated as a grantor trust for United States
Federal income tax purposes except in connection with a distribution of
Debentures as provided in the Declaration.

                 SECTION 6.02.  Subordination.  This GUARANTEE Agreement will
constitute an unsecured obligation of the Guarantor and will rank (i)
subordinate and junior in right of payment to all other liabilities of the
Guarantor, including the Debentures, except those made pari passu or
subordinate by their terms, and (ii) senior to all capital stock now or
hereafter issued by the Guarantor and to any GUARANTEE now or hereafter entered
into by the Guarantor in respect of any of its capital stock.  The Guarantor's
obligations under this GUARANTEE Agreement will rank pari passu with respect to
obligations under other GUARANTEE agreements which it may enter into from time
to time to the extent that such agreements shall be entered into in
substantially the form hereof and provided for comparable guarantees by the
Guarantor of payment on preferred securities issued by other JPM Capital
Trusts.
<PAGE>   19
                                                                              19


                                  ARTICLE VII

                                  Termination

                 SECTION 7.01.  This GUARANTEE Agreement shall terminate and be
of no further force and effect upon full payment of the Redemption Price of all
Preferred Securities, or upon the distribution of Debentures to Holders of
Preferred Securities and Common Securities in exchange for all of the Preferred
Securities and Common Securities, or upon full payment of the amounts payable
in accordance with the Declaration upon liquidation of the Issuer.
Notwithstanding the foregoing, the GUARANTEE Agreement will continue to be
executive or will be reinstated, as the case may be, if at any time any Holder
must restore payment of any sums paid with respect to the Preferred Securities
or this GUARANTEE Agreement.


                                  ARTICLE VIII

                    Limitation of Liability; Indemnification

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

                 (b)  An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor 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 Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amounts of assets from which
<PAGE>   20
                                                                              20

Distributions to Holders of Preferred Securities might properly be paid.

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

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


                                   ARTICLE IX

                                 Miscellaneous

                 SECTION 9.01.  Successors and Assigns.  All guarantees and
agreements contained in this GUARANTEE Agreement shall bind the successors,
assignees, receivers, trustees and representatives of the Guarantor and shall
inure to the benefit of the Holders of the Preferred Securities then
outstanding.  Except in connection with a consolidation, merger or sale
involving the Guarantor that is permitted under Article Ten of the Indenture,
the Guarantor shall not assign its obligations hereunder.

                 SECTION 9.02.  Amendments.  Except with respect to any changes
which do not adversely affect the rights of Holders (in which case no consent
of Holders will be required), this GUARANTEE Agreement may only be amended with
the prior approval of the Holders of not less than 66- 2/3% in
<PAGE>   21
                                                                              21

liquidation amount of the Preferred Securities.  The provisions of Section
12.02 of the Declaration concerning meetings of Holders shall apply to the
giving of such approval.

                 SECTION 9.03  Notices.  Any notice, request or other
communication required or permitted to be given hereunder shall be in writing,
duly signed by the party giving such notice, and delivered, telecopied or
mailed by first class mail as follows:

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

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

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

                          First Trust of New York, National Association
                          100 Wall Street
                          Suite 2000
                          New York, New York 10005
                          Facsimile No.:  (212) [         ]
                          Attention:  [                      ]

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

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

                 SECTION 9.04.  Genders.  The masculine, feminine and neuter
genders used herein shall include the masculine, feminine and neuter genders.
<PAGE>   22
                                                                              22


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

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

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

                 SECTION 9.08.  Exercise of Overallotment Option.  If and to
the extent that Preferred Securities are issued by the Issuer upon exercise of
the overallotment option referred to the second WHEREAS clause, the Guarantor
agrees to give prompt notice thereof to the GUARANTEE Trustee but the failure
to give such notice shall not relieve the Guarantor of any of its obligations
hereunder.


                 THIS GUARANTEE AGREEMENT is executed as of the day and year
first above written.

                                        J.P. MORGAN & CO. INCORPORATED,

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


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

                                           by
                                             -----------------------------------
                                             Name:
                                             Title:
<PAGE>   23
                                                                              23

STATE OF NEW YORK                 )
                                  )
COUNTY OF NEW YORK                )


                 BEFORE ME, the undersigned authority, on this day of   , 199 ,
personally appeared                 of J.P. Morgan & Co. Incorporated, known to
me (or proved to me by introduction upon the oath of a person known to me) to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that he/she executed the same as the act of such trust
for the purposes and consideration herein expressed and in the capacity therein
stated.

                 GIVEN UNDER MY HAND AND SEAL THIS   DAY OF   , 199 .

{SEAL}

                                        ----------------------------------------
                                        NOTARY PUBLIC, STATE OF NEW YORK
                                        Print Name:
                                                   -----------------------------
                                        Commission Expires:
                                                           ---------------------
<PAGE>   24
                                                                              24

STATE OF NEW YORK                 )
                                  )
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 name is
subscribed to the foregoing instrument, and acknowledged to me that he/she
executed the same as the act of such trust for the purposes and consideration
herein expressed and in the capacity therein stated.

                 GIVEN UNDER MY HAND AND SEAL THIS    DAY OF     , 199 .

{SEAL}

                                        ----------------------------------------
                                        NOTARY PUBLIC, STATE OF NEW YORK
                                        Print Name:
                                                   -----------------------------
                                        Commission Expires:
                                                           ---------------------