EXHIBIT 4.1



     Registered                                              Registered

No. 1
$5,611,000
CUSIP No: 46625HAU4

                            J.P. MORGAN CHASE & CO.

     JPMorgan Market Participation Notes on the S&P 500(R)Index due March 12,
2008 ("Notes")

This security is not a deposit or other obligation of a bank and is not insured
by the Federal Deposit Insurance Corporation or by any other governmental
entity.

This security is a Registered Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of Cede & Co.,
the nominee of The Depository Trust Company (the "Depositary"). This Registered
Global Security is exchangeable for Notes registered in the name of a Person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this security (other than a
transfer of this security as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in such limited
circumstances. The Depositary will not sell, assign, transfer or otherwise
convey any beneficial interest in this Registered Global Security unless such
beneficial interest is in an amount equal to an authorized denomination for the
Notes, and the Depositary, by its acceptance hereof, agrees to be so bound.

Unless this security is presented by an authorized representative of the
Depositary to J.P. Morgan Chase & Co. or its agent for registration of
transfer, exchange or payment, and any Notes issued are registered in the name
of Cede & Co. or such other name as is requested by an authorized
representative of the Depositary (and any payment is made to Cede & Co. or to
such other entity as is an authorized representative of the Depositary), any
transfer, pledge or other use hereof for value or otherwise by or to any Person
is wrongful since the registered owner hereof, Cede & Co., has an interest
herein.

J.P. Morgan Chase & Co., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company," which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the amount due upon maturity, as determined in accordance with the formula set
forth under "Payment at Maturity" below, with respect to the principal sum of

        FIVE MILLION SIX HUNDRED ELEVEN THOUSAND DOLLARS ($5,611,000 ),

on March 12, 2008, on the terms and in the manner described on the reverse
hereof.

Payment at maturity will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts: provided,
however, that at the option of the Company, payment at maturity may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the security register of the Company.

Reference is hereby made to the further provisions of this security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

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

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Payment at Maturity

This security pays no interest. This security will mature on March 12, 2008
(the "Maturity Date").

At maturity, a Holder will be entitled to receive an amount in cash per each
$1,000 principal amount of this security equal to the principal amount of
$1,000 plus an additional amount ("Additional Amount") if the Final Average
Index Level (as defined below) exceeds the Initial Index Level (as defined
below), calculated as follows:

            $1,000 x Final Average Index Level - Initial Index Level
                     -----------------------------------------------
                                 Initial Index Level

; provided, however in no event will the Additional Amount exceed $400 per
$1,000 principal amount.

If this amount is zero or less, the Holder will not be paid an Additional
Amount.

The "Index" is the S&P 500(R) Index.

The "Initial Index Level" is equal to 822.10.

The "Index Closing Level" on any Trading Day will equal the closing level of
the Index or any Successor Index (as defined below) at the regular official
weekday close of the principal trading session of the NYSE, the AMEX, the
Nasdaq National Market or the relevant exchange or market for the Successor
Index.

The "Final Average Index Level" means the arithmetic average of the Index
Closing Levels on each Monthly Determination Date.

A "Monthly Determination Date" will be the 7th day of each calendar month from
and including April 7, 2003 to and including March 7, 2008; provided that, in
each case, if the Monthly Determination Date is not a Trading Day, the Monthly
Determination Date will be the immediately following Trading Day, subject in
each case to adjustment in the event of a Market Disruption Event.

If a Market Disruption Event occurs on any Monthly Determination Date, the
Index Closing Level will be determined on the immediately succeeding Trading
Day on which no Market Disruption Event occurs; provided that the Index Closing
Level will not be determined on a date later than the second scheduled Trading
Day prior to maturity, and if such day is not a Trading Day, or if there is a
Market Disruption Event on such date, J.P. Morgan Securities Inc., in its
capacity as Calculation Agent (the "Calculation Agent") will determine the
level of the Index on such date in accordance with the formula for and method
of calculating the Index last in effect prior to commencement of the Market
Disruption Event (or prior to the non-Trading Day), using the closing price
(or, if trading in the relevant securities has been materially suspended or
materially limited, its good faith estimate of the closing price that would
have prevailed but for such suspension or limitation or non-trading day) on
such date of each security most recently constituting the Index.

A "Trading Day" is a day, as determined by the Calculation Agent, on which
trading is generally conducted on the New York Stock Exchange, Inc., the
American Stock Exchange LLC, the Nasdaq National Market, the Chicago Mercantile
Exchange and the Chicago Board Options Exchange and in the over-the-counter
market for equity securities in the United States.

The Company will irrevocably deposit with the Depositary no later than the
close of business on the Maturity Date funds sufficient to make payments of the
principal amount and any Additional Amount payable at maturity with respect to
the Notes on such date. The Company will give the Depositary irrevocable
instructions and authority to pay such amount to the Holders of the Notes
entitled thereto. In the event that the Maturity Date is not a Business Day (as
defined below), then payments payable on such date will be made on the next
succeeding Business Day with the same force and effect as if made on such date,
except that, if such Business Day falls in the next calendar year


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<PAGE>


such payment will be made on the immediately preceding Business Day. A
"Business Day" is any day other than a day on which banking institutions in The
City of New York are authorized or required by law or regulation to close or a
day on which transactions in dollars are not conducted.

Calculation Agent

The Calculation Agent will determine the Index Closing Level on each Monthly
Determination Date, the Final Average Index Level and the Additional Amount, if
any, payable at maturity of this security. In addition, the Calculation Agent
will determine whether there has been a Market Disruption Event, a
discontinuance of the Index and whether there has been a material change in the
method of calculating the Index. All determinations made by the Calculation
Agent will be at the sole discretion of the Calculation Agent and will, in the
absence of manifest error, be conclusive for all purposes and binding on each
Holder and the Company.

The Calculation Agent will calculate the Additional Amount, if any, on the
final Monthly Determination Date. The Calculation Agent will provide written
notice to the Trustee at its New York office, on which notice the Trustee may
conclusively rely, of the Additional Amount, if any, on or prior to 11:00 a.m.
on the Business Day preceding the Maturity Date.

Market Disruption Events

With respect to the Index, a "Market Disruption Event" means:

        (i)(a)  a suspension, absence or material limitation of trading of
                stocks then constituting 20 percent or more of the level of the
                Index (or the relevant Successor Index) on the Relevant
                Exchanges (as defined below) for such securities for more than
                two hours of trading or during the one hour period preceding
                the close of the principal trading session on such relevant
                exchange; or

        (b)     a breakdown or failure in the price and trade reporting systems
                of any Relevant Exchange as a result of which the reported
                trading prices for stocks then constituting 20 percent or more
                of the level of the Index (or the relevant Successor Index)
                during the last one hour preceding the close of the principal
                trading session on such relevant exchange are materially
                inaccurate; or

        (c)     the suspension, absence or material limitation of trading on
                any major U.S. securities market for trading in futures or
                options contracts related to the Index (or the relevant
                Successor Index) for more than two hours of trading or during
                the one hour period preceding the close of the principal
                trading session on such market,

                in each case as determined by the Calculation Agent in its sole
                discretion; and

        (ii)    a determination by the Calculation Agent in its sole discretion
                that the event described above materially interfered with its
                ability or the ability of any of the Company's affiliates to
                adjust or unwind all or a material portion of any hedge with
                respect to the Notes.

For the purpose of determining whether a Market Disruption Event exists at any
time, if trading in a security included in the Index is materially suspended or
materially limited at that time, then the relevant percentage contribution of
that security to the level of the Index shall be based on a comparison of:

        (i)     the portion of the level of the Index attributable to that
                security relative to

        (ii)    the overall level of the Index,

                in each case immediately before that suspension or limitation.


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<PAGE>



For purposes of determining whether a Market Disruption Event has occurred:

        (i)     a limitation on the hours or number of days of trading will not
                constitute a Market Disruption Event if it results from an
                announced change in the regular business hours of the relevant
                exchange or market;

        (ii)    a decision to permanently discontinue trading in the relevant
                futures or options contract will not constitute a Market
                Disruption Event;

        (iii)   limitations pursuant to the rules of any relevant exchange
                similar to NYSE Rule 80A (or any applicable rule or regulation
                enacted or promulgated by any other self-regulatory
                organization or any government agency of scope similar to NYSE
                Rule 80A as determined by the Calculation Agent) on trading
                during significant market fluctuations will constitute a
                suspension, absence or material limitation of trading;

        (iv)    a suspension of trading in futures or options contracts on the
                Index by the primary securities market trading in such
                contracts by reason of

                (a)     a price change exceeding limits set by such exchange or
                        market,

                (b)     an imbalance of orders relating to such contracts, or

                (c)     a disparity in bid and ask quotes relating to such
                        contracts

                will, in each such case, constitute a suspension, absence or
                material limitation of trading in futures or options contracts
                related to the Index; and

        (v)     a "suspension, absence or material limitation of trading" on
                any relevant exchange or on the primary market on which futures
                or options contracts related to the Index are traded will not
                include any time when such market is itself closed for trading
                under ordinary circumstances.

"Relevant Exchange" means the primary U.S. organized exchange or market of
trading for any security (or any combination thereof) then included in the
Index or any Successor Index.

Discontinuance of the S&P 500 Index; Alteration of Method of Calculation

If Standard & Poor's, a division of McGraw-Hill Companies, Inc. ("S&P")
discontinues publication of the Index and S&P or another entity publishes a
successor or substitute index that the Calculation Agent determines, in its
sole discretion, to be comparable to the discontinued Index (such index being
referred to herein as a "Successor Index"), then any Index Closing Level will
be determined by reference to the level of such Successor Index at the close of
trading on the NYSE, the AMEX, the Nasdaq National Market or the relevant
exchange or market for the Successor Index on the relevant Monthly
Determination Date.

Upon any selection by the Calculation Agent of a Successor Index, the
Calculation Agent will cause written notice thereof to be promptly furnished to
the Trustee, to the Company and to the Holders of the Notes.

If S&P discontinues publication of the Index prior to, and such discontinuance
is continuing on, any Monthly Determination Date and the Calculation Agent
determines, in its sole discretion, that no Successor Index is available at
such time, then the Calculation Agent will determine the Index Closing Level
for such date. The Index Closing Level will be computed by the Calculation
Agent in accordance with the formula for and method of calculating the Index
last in effect prior to such discontinuance, using the closing price (or, if
trading in the relevant securities has been materially suspended or materially
limited, its good faith estimate of the closing price that would have prevailed
but for such suspension or limitation) at the close of the principal trading
session on such date of each security most recently comprising the Index.
Notwithstanding these alternative arrangements, discontinuance of the
publication of the Index on the Relevant Exchange may adversely affect the
value of the Notes.


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<PAGE>



If at any time the method of calculating the Index or a Successor Index, or the
value thereof, is changed in a material respect, or if the Index or a Successor
Index is in any other way modified so that such index does not, in the opinion
of the Calculation Agent, fairly represent the level of the Index or such
Successor Index had such changes or modifications not been made, then, from and
after such time, the Calculation Agent will, at the close of business in New
York City on each date on which the Index Closing Level is to be determined,
make such calculations and adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a level of a stock
index comparable to the Index or such Successor Index, as the case may be, as
if such changes or modifications had not been made, and the Calculation Agent
will calculate the Index Closing Level and the Initial Index Level, if
necessary, with reference to the Index or such Successor Index, as adjusted.
Accordingly, if the method of calculating the Index or a Successor Index is
modified so that the level of such index is a fraction of what it would have
been if it had not been modified (e.g., due to a split in the index), then the
Calculation Agent will adjust such index in order to arrive at a level of the
Index or such Successor Index as if it had not been modified (e.g., as if such
split had not occurred).

Events of Default

Events of Default relating to the Notes are set forth in Section 5.01 of the
Indenture.

Alternate Additional Amount Calculation in Case of an Event of Default

In case an Event of Default with respect to the Notes shall have occurred and
be continuing, the amount declared due and payable for each Note upon any
acceleration of the Notes will be equal to $1,000 plus the Additional Amount,
if any, determined as though the Index Closing Level for any Monthly
Determination Date scheduled to occur on or after such date of acceleration
were the Index Closing Level on the date of acceleration.

Defeasance

The Notes will not be subject to the defeasance provisions contained in Article
13 of the Indenture.


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<PAGE>



IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

Date: March __, 2003

J.P. MORGAN CHASE & CO.


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


Attest:
       --------------------------------------------------
       Name:
       Title:



[Seal]


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


DEUTSCHE BANK TRUST COMPANY AMERICAS
(f/k/a Bankers Trust Company),
As Trustee

BY: JPMORGAN CHASE BANK,
As Authenticating Agent


By:____________________________
     Name:
     Title:


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<PAGE>



                             [REVERSE OF SECURITY]

 JPMorgan Market Participation Notes on the S&P 500(R)Index due March 12, 2008

This security is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued and to be issued in one or more series
under an Indenture dated as of May 25, 2001, (the "Indenture"), between the
Company and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company)
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, and the Holders and of the terms upon which the
Notes are, and are to be, authenticated and delivered. This security is one of
the series designated as the JPMorgan Market Participation Notes on the S&P
500(R) Index due March 12, 2008 of the Company, which series shall have an
aggregate principal amount of $5,611,000.

The Notes are not redeemable at the option of the Company prior to maturity and
are not subject to any sinking fund.

If an Event of Default specified under the Indenture with respect to the Notes
shall occur and be continuing, the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture and on the face hereof and
the Calculation Agent will determine the Additional Amount in accordance with
the calculation set forth under "Alternate Additional Amount Calculation in
Case of an Event of Default" on the face hereof. Upon payment of the amount so
declared due and payable, all of the Company's obligations in respect of the
payment due at maturity on the Notes shall terminate.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the securities of each series at the time
Outstanding, on behalf of the Holders of all securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this security shall be conclusive and
binding upon such Holder and upon all future holders of this security and of
any Notes issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this security.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this security is registrable in the security register of
the Company, upon surrender of this security for registration of transfer in
any place where the amount due at maturity of this security is payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the security registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons in denominations
of $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a
like aggregate principal amount of Notes of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this security is registered as the owner hereof and for


<PAGE>


all purposes, whether or not this security shall be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

No recourse for the payment of amounts due at maturity of this security or for
any claim based hereon or otherwise in respect hereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in the Indenture or
any indenture supplemental thereto or in this security, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company, or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released
by each Holder of this security.

All terms used in this security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

This security shall be governed by and construed in accordance with the laws of
the State of New York.


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