jun2404_ex0401


 FIXED RATE NOTE  

	REGISTERED	U.S. $ 22,508,000 
	No. FXR
            1 	CUSIP:
            46625HBT6


      Unless this
      certificate is presented by an authorized representative of The Depository
      Trust Company (55 Water Street, New York, New York) to the issuer or its
      agent for registration of transfer, exchange or payment, and any certificate
      issued is registered in the name of Cede & Co. or such other name as
      requested by an authorized representative of The Depository Trust Company
      and any payment is made to Cede & Co., 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 & CO.
        INCORPORATED 

  MEDIUM TERM NOTE, SERIES E 

   (Fixed Rate)  

	

	ORIGINAL ISSUE	INITIAL	INTEREST RATE:	MATURITY DATE:
	DATE: June 22, 2004	REDEMPTION	N.A.	July 7, 2009
	 	DATE: N.A.	 	 
	

	INTEREST	INITIAL	INTEREST	OPTIONAL
	ACCRUAL DATE:	REDEMPTION	PAYMENT	REPAYMENT
	N.A.	PERCENTAGE:	DATE(S): N.A.	DATE(S): N.A.
	 	N.A.	 	 
	

	SPECIFIED	ANNUAL	INTEREST	APPLICABILITY
	CURRENCY: $USD	REDEMPTION	PAYMENT	OF MODIFIED
	 	PERCENTAGE	PERIOD: N.A.	PAYMENT UPON
	 	REDUCTION: N.A.	 	ACCELERATION:
	 	 	 	N.A.
	

	IF SPECIFIED	REDEMPTION	APPLICABILITY	If yes, state Issue
	CURRENCY	NOTICE PERIOD:	OF ANNUAL	Price: N.A.
	OTHER THAN U.S.	N.A.	INTEREST	 
	DOLLARS, OPTION	 	PAYMENTS: N.A.	 
	TO ELECT	 	 	 
	PAYMENT IN U.S.	 	 	 
	DOLLARS: N.A.	 	 	 
	

	EXCHANGE RATE	 	 	ORIGINAL YIELD
	AGENT: N.A.	 	 	TO MATURITY:
	 	 	 	N.A.
	

	OTHER	 	 	 
	PROVISIONS:	 	 	 
	See Below	 	 	 
	



 Payment at Maturity  

      This security
      pays no interest. This security will mature on July 7, 2009 (the “Maturity
      Date”).  

      On the Maturity
      Date the Issuer shall pay a cash payment based on the performance of the
      S&P 5007 Index
      (the “Index”) per $1,000 principal amount of securities
      equal to the greater of: (i) $1,100, (the “Minimum Payment Amount”)
      and (ii) $1,000 plus an amount in cash equal to the Additional Amount (as
      defined below).  

      The “Additional
        Amount” will be calculated by the calculation agent by multiplying
        $1,000 by the sum of the Quarterly Capped Index Returns for each of the
        20 Quarterly Valuation Periods during the term of the securities.

     The “Quarterly
          Capped Index Return” for any Quarterly Valuation Period, as
          calculated by the calculation agent on the relevant Period Valuation
          Date, is equal to the Index 

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Closing
        Level at the end of the Quarterly Valuation Period less the Index Closing
        Level at the beginning of that Quarterly Valuation Period divided by
        the Index Closing Level at the beginning of that Quarterly Valuation
        Period; provided, however,
        that in no event will the Quarterly Capped Index Return for any Quarterly
        Valuation Period exceed .06 (or 6%).  

      Each “Quarterly
        Valuation Period” is the period from and including a Period
        Valuation Date to and including the immediately subsequent Period Valuation
        Date; except that the first Quarterly Valuation Period begins on June
        22, 2004. The first Quarterly Valuation Period will be greater than one
        calendar quarter.  

      The “Period
        Valuation Dates” are the 1st of each January, April,
        July and October, beginning October 2004 through July 2009 and the final
        Period Valuation Date is July 1, 2009, in each such case subject to adjustment
        if such date is not a Trading Day or if a Market Disruption Event occurs
        on such date as described in the two following paragraphs.  

      If any scheduled
      Period Valuation Date occurring from and including October 2004 to and
      including April 2009 is not a Trading Day or if a Market Disruption Event
      occurs on any such date, such Period Valuation Date will be the immediately
      succeeding Trading Day during which no Market Disruption Event shall have
      occurred; provided that if a Market Disruption Event occurs on any
      of the scheduled Period Valuation Dates occurring from and including October
      2004 to and including April 2009 and on each of the five Trading Days immediately
      succeeding that scheduled Period Valuation Date, then (i) such fifth Trading
      Day will be deemed to be the relevant Period Valuation Date, notwithstanding
      the occurrence of a Market Disruption Event on such day and (ii) with respect
      to any such fifth Trading Day on which a Market Disruption Event occurs,
      the calculation agent will determine the Index Closing Level on such fifth
      Trading Day in accordance with the formula for and method of calculating
      the Index Closing Level last in effect prior to the commencement of the
      Market Disruption Event, 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) on such Trading Day of each security
      most recently comprising the Index.  

      If July 1,
      2009 (the final Period Valuation Date) is not a Trading Day or if there
      is a Market Disruption Event on such day, the final Period Valuation Date
      will be the immediately succeeding Trading Day during which no Market Disruption
      Event shall have occurred; 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, the calculation agent will determine
      the Index Closing Level on such date in accordance with the formula for
      and method of calculating the Index Closing Level 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.  

      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

 3  
















 trading
        session of the New York Stock Exchange, Inc. (the “NYSE”),
    the American Stock Exchange LLC (the “AMEX”), the Nasdaq
    National Market or the Relevant Exchange or market for the Successor Index.  

      A “Trading
        Day” is a day, as determined by the calculation agent, on which
        trading is generally conducted on the NYSE, the AMEX, 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 Issuer
      will irrevocably deposit with DTC no later than the close of business on
      the Maturity Date funds sufficient to make payments of the amount payable
      at maturity with respect to the Notes on such date. The Issuer will give
      DTC 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, 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 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  

      J.P. Morgan
      Securities Inc. will act as the calculation agent. The calculation agent
      will determine the Index Closing Level on each Period Valuation Date, each
      Quarterly Capped Index Return and the Additional Amount of cash, if any,
      the Issuer will pay Holders at maturity of the Notes. In addition, the
      calculation agent will determine whether there has been a Market Disruption
      Event or 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 Holders and on the Issuer. The Issuer may appoint
      a different calculation agent from time to time after the date of this
      prospectus supplement without the Holders’ consent and without notifying
      Holders.  

      The calculation
      agent will calculate the Additional Amount on the final Period Valuation
      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 on or prior to 11:00 a.m. on the Business Day
      preceding the Maturity Date.  

      All calculations
      with respect to the Quarterly Capped Index Return or the Index Closing
      Level will be rounded to the nearest one hundred-thousandth, with five
      one-millionths rounded upward
      (e.g., .876545 would be rounded to .87655); all dollar amounts related
      to determination of the Additional Amount payable per Note will be rounded
      to the nearest ten-thousandth, with five one hundred-thousandths rounded
      upward (e.g., .76545 would be rounded up to .7655); and all dollar amounts
      paid on the aggregate number of notes will be rounded to the nearest cent,
      with one-half cent rounded upward. 

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 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 our
      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.  

 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

  

  5  













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 Period Valuation 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 Issuer and to the Holders of the Notes.  

       If
      S&P discontinues publication of the Index prior to, and such discontinuance
      is continuing on, any Period Valuation 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.    

 6  
















      If at any
      time the method of calculating the Index or a Successor Index, or the level
      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
      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).  

 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 $1,100 or $1,000 plus the
      Additional Amount determined as though the Index Closing Level for any
      Period Valuation Date scheduled to occur after such date of acceleration
      were the Index Closing Level on the date of acceleration. Therefore, the
      Quarterly Capped Index Return for the then current Quarterly Valuation
      Period would be equal to the Index Closing Level on the date of acceleration
      less the Index Closing Level at the beginning of that Quarterly Valuation
      Period divided by the Index Closing Level at the beginning of such Quarterly
      Valuation Period, and the Quarterly Capped Index Return for each remaining
      Quarterly Valuation Period would be equal to zero.  

Defeasance  

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

      J.P. Morgan & Co.,
      a Delaware corporation (together with its successors and assigns, the “Issuer”),
      for value received, hereby promises to pay to CEDE & CO., or registered
      assignees, the principal sum of $22,508,000 ( UNITED STATES DOLLARS TWENTY
      TWO MILLION FIVE HUNDRED AND EIGHT THOUSAND) on the Maturity Date specified
      above.  

      Payment of
      the principal of this Note and any premium at maturity will be made in
      immediately available funds upon surrender of this Note at the office or
      agency of the Paying Agent, as
      defined on the reverse hereof, maintained for that purpose in the Borough
      of Manhattan, The City of New York, or at such other paying agency as the
      Issuer may determine, in U.S. dollars.   

  

 7  

















      Reference
      is hereby made to the further provisions of this Note 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 by manual signature, this Note shall not be entitled
      to any benefit under the Indenture, as defined on the reverse hereof, or
      be valid or obligatory for any purpose. 

8 














 

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

 Date: June __, 2004  

 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  

  AMERICA  

  (f/k/a/ Bankers Trust Company), 

  As Trustee  

 BY: JPMORGAN CHASE BANK 

  As Authenticating Agent  

	By:	 
	 	

	 	Name:
	 	Title:


 9 
















 REVERSE OF SECURITY  

      This Note
      is one of a duly authorized issue of Medium Term Notes, Series E, having
      maturities more than nine months from the date of issue (the “Notes”)
      of the Issuer. The Notes are issuable under an Indenture, dated as of May
      25, 2001, between the Issuer and Deutsche Bank Trust Company Americas (formerly
      Bankers Trust Company), as Trustee (the “Trustee,” which
      term includes any successor trustee under the Indenture) (as may be amended
      or supplemented from time to time, the “Indenture”), to
      which Indenture and all indentures supplemental thereto reference is hereby
      made for a statement of the respective rights, limitations of rights, duties
      and immunities of the Issuer, the Trustee and holders of the Notes and
      the terms upon which the Notes are, and are to be, authenticated and delivered.
      The Issuer has appointed JP Morgan Chase Bank at its corporate trust office
      in The City of New York as the paying agent (the “Paying Agent,” which
      term includes any additional or successor Paying Agent appointed by the
      Issuer) with respect to the Notes. The terms of individual Notes may vary
      with respect to interest rates, interest rate formulas, issue dates, maturity
      dates, or otherwise, all as provided in the Indenture. To the extent not
      inconsistent herewith, the terms of the Indenture are hereby incorporated
      by reference herein.  

      Unless otherwise
      indicated on the face hereof, this Note will not be subject to any sinking
      fund and, unless otherwise provided on the face hereof in accordance with
      the provisions of the following two paragraphs, will not be redeemable
      or subject to repayment at the option of the holder prior to maturity.

     In
        the case where the Maturity Date does not fall on a Business Day, payment
        of premium, if any, or principal otherwise payable on such date need not
        be made on such date, but may be made on the next succeeding Business Day
        with the same force and effect as if made on the Maturity Date and no interest
        on such payment shall accrue for the period from and after the Maturity
        Date to such next succeeding Business Day. 

     As used herein, “Business
        Day” means
      any day, other than a Saturday or Sunday, that is neither a legal holiday
      nor a day on which banking institutions are authorized or required by law
or regulation to close in The City of New York. 

      This Note
      and all the obligations of the Issuer hereunder are direct, unsecured obligations
      of the Issuer and rank without preference or priority among themselves
      and pari passu with all other existing and future unsecured and
      unsubordinated indebtedness of the Issuer, subject to certain statutory
      exceptions in the event of liquidation upon insolvency.  

      This Note,
      and any Note or Notes issued upon transfer or exchange hereof, is issuable
      only in fully registered form, without coupons, and, if denominated in
      U.S. dollars, unless otherwise stated above, is issuable only in denominations
      of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess thereof. 

      JPMorgan
      Chase Bank has been appointed registrar for the Notes, and JPMorgan Chase
      Bank will maintain at its office in The City of New York a register for
      the registration and transfer of Notes. This Note may be transferred at
      the aforesaid office of JPMorgan Chase Bank by
      surrendering this Note for cancellation, accompanied by a written instrument
      of transfer in form satisfactory to JPMorgan Chase Bank and duly executed
      by the registered holder hereof in person or by the holder’s attorney
      duly authorized in writing, and thereupon JPMorgan Chase Bank shall issue
      in the name of the transferee or transferees, in exchange herefor, a new
      Note or

  

 10 
















  Notes having identical terms and provisions and having a like aggregate
      principal amount in authorized denominations, subject to the terms and
      conditions set forth herein; provided, however,
      that JPMorgan Chase Bank will not be required (i) to register the transfer
      of or exchange any Note that has been called for redemption in whole or
      in part, except the unredeemed portion of Notes being redeemed in part,
      (ii) to register the transfer of or exchange any Note if the holder thereof
      has exercised his right, if any, to require the Issuer to repurchase such
      Note in whole or in part, except the portion of such Note not required
      to be repurchased, or (iii) to register the transfer of or exchange Notes
      to the extent and during the period so provided in the Indenture with respect
      to the redemption of Notes. Notes are exchangeable at said office for other
      Notes of other authorized denominations of equal aggregate principal amount
      having identical terms and provisions. All such exchanges and transfers
      of Notes will be free of charge, but the Issuer may require payment of
      a sum sufficient to cover any tax or other governmental charge in connection
      therewith. All Notes surrendered for exchange shall be accompanied by a
      written instrument of transfer in form satisfactory to JPMorgan Chase Bank
      and executed by the registered holder in person or by the holder’s
      attorney duly authorized in writing. The date of registration of any Note
      delivered upon any exchange or transfer of Notes shall be such that no
      gain or loss of interest results from such exchange or transfer.  

      In case this
      Note shall at any time become mutilated, defaced or be destroyed, lost
      or stolen and this Note or evidence of the loss, theft or destruction thereof
      (together with the indemnity hereinafter referred to and such other documents
      or proof as may be required in the premises) shall be delivered to JPMorgan
      Chase Bank, the Issuer in its discretion may
      execute a new Note of like tenor in exchange for this Note, but, if this
      Note is destroyed, lost or stolen, only upon receipt of evidence satisfactory
      to JPMorgan Chase Bank  and
      the Issuer that this Note was destroyed or lost or stolen and, if required,
      upon receipt also of indemnity satisfactory to each of them. All expenses
      and reasonable charges associated with procuring such indemnity and with
      the preparation, authentication and delivery of a new Note shall be borne
      by the owner of the Note mutilated, defaced, destroyed, lost or stolen.  

      The Indenture
      provides that (a) if an Event of Default (as defined in the Indenture)
      due to the default in payment of principal of, premium, if any, or interest
      on, any series of debt securities issued under the Indenture, including
      the series of Medium Term Notes of which this Note forms a part, or due
      to the default in the performance or breach of any other covenant or warranty
      of the Issuer applicable to the debt securities of such series but not
      applicable to all outstanding debt securities issued under the Indenture,
      shall have occurred and be continuing, either the Trustee or the holders
      of not less than 25% in principal amount of the debt securities of each
      affected series (voting as a single class) may then declare the principal
      of all debt securities of all such series and interest accrued thereon
      to be due and payable immediately and (b) if an Event
      of Default due to a default in the performance of any other of the covenants
      or agreements in the Indenture applicable to all outstanding debt securities
      issued thereunder, including this Note, or due to certain events of bankruptcy
      or insolvency of the Issuer, shall have occurred and be continuing, either
      the Trustee or the holders of not less than 25% in principal amount of
      all debt securities issued under the Indenture then outstanding (treated
      as one class) may declare the principal
      of all such debt securities and interest accrued thereon to be due and
      payable immediately, but upon certain conditions such declarations may
      be annulled and past defaults may be waived (except a continuing default
      in payment of principal (or premium, if any) or 

11 
















  interest on such debt securities)
      by the holders of a majority in principal amount of the debt securities
      of all affected series then outstanding.  

      The Indenture
      permits the Issuer and the Trustee, with the consent of the holders of
      not less than a majority in aggregate principal amount of the debt securities
      of all series issued under the Indenture then outstanding and affected
      (voting as one class), to execute supplemental indentures adding any provisions
      to or changing in any manner the rights of the holders of each series so
      affected; provided that the Issuer and the Trustee may not, without
      the consent of the holder of each outstanding debt security affected thereby,
      (a) extend the final maturity of any such debt security, or reduce the
      principal amount thereof, or reduce the rate or extend the time of payment
      of interest thereon, or other amounts due thereunder, or change the method
      in which amounts of payment of principal, interest or other ats due thereon
      are determined, or reduce any amount payable on redemption or repayment
      thereof, or change the currency of payment thereof, or modify or amend
      the provisions for conversion of any currency into any other currency,
      or modify or amend the provisions for conversion or exchange of the debt
      security for securities of the Issuer or other entities (other than as
      provided in the antidilution provisions or other similar adjustment provisions
      of the debt securities or otherwise in accordance with the terms thereof),
      or impair or affect the rights of any holder to institute suit for the
      payment thereof without the consent of the holder of each debt security
      so affected or (b) reduce the aforesaid percentage in principal amount
      of debt securities the consent of the holders of which is required for
      any such supplemental indenture.  

       So long as
      this Note shall be outstanding, the Issuer will cause to be maintained
      an office or agency for the payment of the principal of and premium, if
      any, and interest on this Note as herein provided in the Borough of Manhattan,
      The City of New York, and an office or agency in said Borough of Manhattan
      for the registration, transfer and exchange as aforesaid of the Notes.
      The Issuer may designate other agencies for the payment of said principal,
      premium and interest at such place or places (subject to applicable laws
      and regulations) as the Issuer may decide. So long as there shall be such
      an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.  

      With respect
      to moneys paid by the Issuer and held by the Trustee or any Paying Agent
      for payment of the principal of or interest or premium, if any, on any
      Notes that remain unclaimed at the end of two years after such principal,
      interest or premium shall have become due
      and payable (whether at maturity or upon call for redemption or otherwise),
      (i) the Trustee or such Paying Agent shall notify the holders of such Notes
      that such moneys shall be repaid to the Issuer and any person claiming
      such moneys shall thereafter look only to the Issuer for payment thereof
      and (ii) such moneys shall be so repaid to the Issuer. Upon such repayment
      all liability of the Trustee or such Paying Agent with respect to such
      moneys shall thereupon cease, without, however, limiting in any way any
      obligation that the Issuer may have to pay the principal of or interest
      or premium, if any, on this Note as the same shall become due.      No
      provision of this Note or of the Indenture shall alter or impair the obligation
      of the Issuer, which is absolute and unconditional, to pay the principal
      of, premium, if any, and interest on this Note at the time, place, and
      rate, and in the coin or currency, herein prescribed unless otherwise agreed
      between the Issuer and the registered holder of this Note.  

      Prior to
      due presentment of this Note for registration of transfer, the Issuer,
      the Trustee and any agent of the Issuer or the Trustee may treat the holder
      in whose name this Note is

  

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 registered as the owner hereof for all purposes,
      whether or not this Note be overdue, and none of the Issuer, the Trustee
    or any such agent shall be affected by notice to the contrary.  

      No recourse
      shall be had for the payment of the principal of, premium, if any, or the
      interest on this Note, for any claim based hereon, or otherwise in respect
      hereof, or based on or in respect of the Indenture or any indenture supplemental
      thereto, against any incorporator, shareholder, officer or director, as
      such, past, present or future, of the Issuer or of any successor corporation,
      either directly or through the Issuer 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.  

      This Note
      shall for all purposes be governed by, and construed in accordance with,
      the laws of the State of New York.  

      All terms
      used in this Note which are defined in the Indenture and not otherwise
      defined herein shall have the meanings assigned to them in the Indenture.  

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 ABBREVIATIONS  

      The following
      abbreviations, when used in the inscription on the face of this instrument,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:  

	 	TEN COM	–	as tenants in common
	 	TEN ENT	–	as tenants by the
        entireties
	 	JT TEN	–	as joint tenants
        with right of survivorship and not as tenants in
	 	 	 	common


  

	UNIF GIFT MIN ACT –	_________________________________________ 	Custodian	_________________________
	 	(Minor)	 	                     (Cust)
	 	 	 	 
	Under Uniform Gifts
        to Minors Act   _________________________________	 	 
	 	(State)	 	 


      

  Additional abbreviations may also be used
  though not in the above list. 



  

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       FOR VALUE
    RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

 

  ____________________________________________

   [PLEASE INSERT SOCIAL SECURITY OR OTHER 

      IDENTIFYING NUMBER OF ASSIGNEE]  

	 
	

	 
	

	 
	

	[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING
        ZIP CODE, OF ASSIGNEE]  


 

 the within Note and all rights thereunder, hereby
    irrevocably constituting and appointing such person attorney to transfer
    such note on the books of the Issuer, with full power of substitution in
    the premises.  

 Dated: ____________________________

	NOTICE:	The
        signature to this assignment must correspond with the name as written
        upon the face of the within Note in every particular without alteration
        or enlargement or any change whatsoever.


  

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