<PAGE>



                                                                     Exhibit 4.8

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


                               GUARANTEE AGREEMENT



                                     BETWEEN



                             J.P. MORGAN CHASE & CO.
                                 (AS GUARANTOR)


                                       AND



                              THE BANK OF NEW YORK
                                  (AS TRUSTEE)



                                   DATED AS OF

                                 _________, 200_

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<PAGE>

                                                                               2

                             CROSS-REFERENCE TABLE*

Section of                                                     Section of
Trust Indenture Act                                         Guarantee Agreement
of 1939, as amended                                        ---------------------
-------------------------


310(a)........................................................   4.1(a)
310(b)........................................................   4.1(c), 2.8
310(c)........................................................   Inapplicable
311(a)........................................................   2.2(b)
311(b)........................................................   2.2 (b)
311(c)........................................................   Inapplicable
312 (a).......................................................   2.2(a)
312 (b).......................................................   2.2(b)
313...........................................................   2.3
314(a)........................................................   2.4
314(b)........................................................   Inapplicable
314(c)........................................................   2.5
314(d)........................................................   Inapplicable
314(e)........................................................   1.1, 2.5,3.2
314(f)........................................................   2.1, 3.2
315(a)........................................................   3.1(d)
315(b)........................................................   2.7
315(c)........................................................   3.1
315(d)........................................................   3.1(d)
316(a)........................................................   1.1, 2.6,5.4
316(b)........................................................   5.3
316(c)........................................................   8.2
317(a)........................................................   Inapplicable
317(b)........................................................   Inapplicable
318(a)........................................................   2.1(b)
318(b)........................................................   2.1
318(c)........................................................   2.1(a)


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

* This Cross-Reference Table does not constitute part of the Guarantee Agreement
and shall not affect the interpretation of any of its terms or provisions.

<PAGE>


                                       TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               Page
<S>             <C>                                                                           <C>
ARTICLE I       DEFINITIONS......................................................................1
    SECTION 1.1    Definitions...................................................................1
ARTICLE II      TRUST INDENTURE ACT..............................................................3
    SECTION 2.1    Trust Indenture Act; Application..............................................3
    SECTION 2.2    List of Holders...............................................................4
    SECTION 2.3    Reports by the Guarantee Trustee..............................................4
    SECTION 2.4    Periodic Reports to the Guarantee Trustee.....................................4
    SECTION 2.5    Evidence of Compliance with Conditions Precedent..............................4
    SECTION 2.6    Events of Default; Waiver.....................................................5
    SECTION 2.7    Event of Default; Notice......................................................5
    SECTION 2.8    Conflicting Interests.........................................................5
ARTICLE III     POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE...............................5
    SECTION 3.1    Powers and Duties of the Guarantee Trustee....................................5
    SECTION 3.2    Certain Rights of Guarantee Trustee...........................................7
    SECTION 3.3    Indemnity.....................................................................8
ARTICLE IV      GUARANTEE TRUSTEE................................................................9
    SECTION 4.1    Guarantee Trustee: Eligibility................................................9
    SECTION 4.2    Appointment, Removal and Resignation of the Guarantee Trustee.................9
ARTICLE V       GUARANTEE.......................................................................10
    SECTION 5.1    Guarantee....................................................................10
    SECTION 5.2    Waiver of Notice and Demand..................................................10
    SECTION 5.3    Obligations Not Affected.....................................................10
    SECTION 5.4    Rights of Holders............................................................11
    SECTION 5.5    Guarantee of Payment.........................................................11
    SECTION 5.6    Subrogation..................................................................11
    SECTION 5.7    Independent Obligations......................................................12
ARTICLE VI      COVENANTS AND SUBORDINATION.....................................................12
    SECTION 6.1    Subordination................................................................12
    SECTION 6.2    Pari Passu Guarantees........................................................12
ARTICLE VII     TERMINATION.....................................................................12
    SECTION 7.1    Termination..................................................................12
ARTICLE VIII    MISCELLANEOUS...................................................................13
    SECTION 8.1    Successors and Assigns.......................................................13
    SECTION 8.2    Amendments...................................................................13
    SECTION 8.3    Notices......................................................................13
    SECTION 8.4    Benefit......................................................................14
    SECTION 8.5    Interpretation...............................................................14
    SECTION 8.6    Governing Law................................................................15
</TABLE>

<PAGE>

                               GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT, dated as of ________, 200_, is executed and
delivered by J.P. MORGAN CHASE & CO., a Delaware corporation (the "Guarantor")
having its principal office at 270 Park Avenue, New York, New York 10017, and
THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Guarantee
Trustee"), for the benefit of the Holders (as defined herein) from time to time
of the Capital Securities and Common Securities (each as defined herein and
together, the "Securities") of J.P. Morgan Chase Capital [ ], a Delaware
statutory business trust (the "Issuer").

     WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of
______, 2001 (the "Trust Agreement"), among the Guarantor, as Depositor, the
Property Trustee and the Delaware Trustee named therein, the Administrative
Trustees named therein and the Holders from time to time of undivided beneficial
interests in the assets of the Issuer, the Issuer is issuing $_00,000,000
aggregate Liquidation Amount (as defined in the Trust Agreement) of its [___%]
Capital Securities, Series ____, Liquidation Amount $____ per preferred
security) (the "Capital Securities") representing preferred undivided beneficial
interests in the assets of the Issuer and having the terms set forth in the
Trust Agreement;

     WHEREAS, the Capital Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined herein), will be used to purchase the Debentures
(as defined in the Trust Agreement) of the Guarantor which will be deposited
with The Bank of New York, as Property Trustee under the Trust Agreement, as
trust assets, and the Guarantor will simultaneously sell the Capital Securities
that it receives to the public; and

     WHEREAS, as incentive for the Holders to purchase Securities the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth
herein, to pay to the Holders of the 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 each Holder of
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 Securities.

                             ARTICLE I DEFINITIONS

          SECTION 1.1 Definitions.

     As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used


<PAGE>
                                                                               2

but not otherwise defined herein shall have the meanings assigned to such terms
in the Trust Agreement as in effect on the date hereof.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of the
Guarantor shall not be deemed to be an Affiliate of the Issuer. For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

     "Board of Directors" means either the board of directors of the Guarantor
or any committee of that board duly authorized to act hereunder or any directors
or officers of the Guarantor to whom such board of directors or such committee
shall have duly delegated its authority.

     "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

     "Event of Default" means a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 90 days after receipt of such notice.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Securities, to the extent not paid or made by
or on behalf of the Issuer: (i) any accumulated and unpaid Distributions (as
defined in the Trust Agreement) required to be paid on the Securities, to the
extent the Issuer shall have funds on hand available therefor at such time, (ii)
the redemption price, including all accrued and unpaid Distributions to the date
of redemption (the "Redemption Price"), with respect to any Securities called
for redemption by the Issuer, to the extent the Issuer shall have funds on hand
available therefor at such time, and (iii) upon a voluntary or involuntary
termination, winding up or liquidation of the Issuer, unless Debentures are
distributed to the Holders, the lesser of (a) the aggregate of the Liquidation
Amount plus accumulated and unpaid Distributions to the date of payment and (b)
the amount of assets of the Issuer remaining available for distribution to
Holders in liquidation of the Issuer after satisfaction of liabilities to
creditors of the Issuer as required by applicable law (in either case, the
"Liquidation Distribution").

     "Guarantee Trustee" means The Bank of New York, until a Successor Guarantee
Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Guarantee Agreement, and thereafter means each such Successor
Guarantee Trustee.

     "Holder" means any holder, as registered on the books and records of the
Issuer, of any Securities; provided, however, that in determining whether the
holders of the requisite percentage of Securities have given any request,
notice, consent or waiver hereunder, "Holder"

<PAGE>
                                                                               3

shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the
Guarantor or the Guarantee Trustee.

     "Indenture" means the Junior Subordinated Indenture dated as of December 1,
1996, as supplemented and amended between the Guarantor and The Bank of New
York, as trustee.

     "List of Holders" has the meaning specified in Section 2.2(a).

     "Majority in aggregate Liquidation Amount of the Securities" means, except
as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the aggregate Liquidation Amount of
all then outstanding Securities issued by the Issuer.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board of Directors of such
Person or the President, a Managing Director or a Vice President of such Person,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of such Person, and delivered to the Guarantee Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Guarantee Agreement shall include:

         (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

         (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

         (c) a statement that each officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

         (d) a statement as to whether, in the opinion of each officer, such
condition or covenant has been complied with.

     "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.

     "Responsible Officer" when used with respect to the Guarantee Trustee means
any officer of the Guarantee Trustee assigned by the Guarantee Trustee from time
to time to administer its corporate trust matters.

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

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

<PAGE>
                                                                               4


                         ARTICLE II TRUST INDENTURE ACT

         SECTION 2.1 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 Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         SECTION 2.2 List of Holders.

         (a) The Guarantor will furnish or cause to be furnished to the
Guarantee Trustee:

               (i) semi-annually, not more than 15 days after January 15 and
         July 15 in each year, a list, in such form as the Guarantee Trustee may
         reasonably require, of the names and addresses of the Holders as of
         such January 1 and July 1, and

               (ii) at such other times as the Guarantee Trustee may request in
         writing, within 30 days after the receipt by the Guarantor of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished, excluding from any
         such list names and addresses received by the Guarantee Trustee in its
         capacity as Securities Registrar.

         (b) The Guarantee Trustee shall comply with its obligations under
Section 311(a), Section 311(b) and Section 312 (b) of the Trust Indenture Act.

         SECTION 2.3 Reports by the Guarantee Trustee.

     The Guarantee Trustee shall transmit to Holders such reports concerning the
Guarantee Trustee and its actions under this Guarantee Agreement as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313 (a) of the Trust Indenture
Act, the Guarantee Trustee shall, within sixty days after each May 15 following
the date of this Guarantee Agreement deliver to Holders a brief report, dated as
of such May 15, which complies with the provisions of such Section 313(a).

         SECTION 2.4 Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.
Delivery of such reports, information and documents to the Guarantee Trustee is
for informational purposes only and the Guarantee Trustee's receipt of such
shall not

<PAGE>
                                                                               5

constitute constructive notice of any information contained therein, including
the Guarantor's compliance with any of its covenants hereunder (as to which the
Guarantee Trustee is entitled to rely exclusively on Officers' Certificates).

         SECTION 2.5 Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that 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 by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

         SECTION 2.6 Events of Default; Waiver.

     The Holders of a Majority in aggregate Liquidation Amount of the Securities
may, by vote, on behalf of the Holders, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of 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 therefrom.

         SECTION 2.7 Event of Default; Notice.

         (a) 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, notices of all Events of Default actually known to the Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, except in the case of a default in the payment of a Guarantee
Payment, 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 determines that the withholding of such notice is in the interests of
the Holders.

         (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

         SECTION 2.8 Conflicting Interests.

     The Trust Agreement 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.

<PAGE>
                                                                               6

         ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

         SECTION 3.1 Powers and Duties of the Guarantee Trustee.

         (a) This Guarantee Agreement shall be held by the Guarantee Trustee for
the benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by
such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.

         (b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

         (c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this 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 2.6), 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 its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

         (d) 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 willful misconduct, except that:

            (i) prior to the occurrence of any 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

                    (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 or of the Trust Indenture Act are specifically
         required to be furnished to the Guarantee Trustee, the Guarantee

<PAGE>
                                                                               7

         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 shall be proved that the Guarantee Trustee was
         negligent in ascertaining the pertinent facts upon which such judgment
         was made;

               (iii) the Guarantee Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a
         Majority in aggregate Liquidation Amount of the Securities 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 any of its duties or
         in the exercise of any of its rights or powers, if the Guarantee
         Trustee shall have reasonable grounds 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.

         SECTION 3.2 Certain Rights of Guarantee Trustee.

         (a) Subject to the provisions of Section 3.1:

               (i) The Guarantee Trustee may rely and shall be fully protected
         in acting or refraining from acting upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document reasonably believed by it to be genuine and
         to have been signed, sent or presented by the proper party or parties.

               (ii) Any direction or act of the Guarantor contemplated by this
         Guarantee Agreement shall be sufficiently evidenced by an Officers'
         Certificate unless otherwise prescribed herein.

               (iii) Whenever, in the administration of this Guarantee
         Agreement, the Guarantee Trustee shall deem it desirable that a matter
         be proved or established before taking, suffering or omitting to take
         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 an Officers' Certificate which, upon
         receipt of such request from the Guarantee Trustee, shall be promptly
         delivered by the Guarantor.

<PAGE>
                                                                               8

               (iv) The Guarantee Trustee may consult with legal counsel of its
         selection, and the written advice or opinion of such legal counsel with
         respect to legal matters shall be full and complete authorization and
         protection in respect of any action taken, suffered or omitted to be
         taken by it hereunder in good faith and in accordance with such advice
         or opinion. Such legal counsel may be legal counsel to the Guarantor or
         any of its Affiliates and may be one of its employees. The Guarantee
         Trustee shall have the right at any time to seek instructions
         concerning the administration of this Guarantee Agreement from any
         court of competent jurisdiction.

               (v) 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 Holder, unless such Holder
         shall have provided to the Guarantee Trustee such adequate security and
         indemnity as would satisfy a reasonable person in the position of the
         Guarantee Trustee, against the costs, expenses (including attorneys'
         fees and expenses) and liabilities that might be incurred by it in
         complying with such request or direction, including such reasonable
         advances as may be requested by the Guarantee Trustee; provided that,
         nothing contained in this Section 3.2(a)(v) shall be taken to relieve
         the Guarantee Trustee, upon the occurrence of an Event of Default, of
         its obligation to exercise the rights and powers vested in it by this
         Guarantee Agreement.

               (vi) The Guarantee Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Guarantee Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit.

               (vii) The Guarantee Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through its agents or attorneys, and the Guarantee Trustee shall not
         be responsible for any misconduct or negligence on the part of any such
         agent or attorney appointed with due care by it hereunder.

               (viii) Whenever in the administration of this Guarantee Agreement
         the Guarantee Trustee shall deem it desirable to receive written
         instructions with respect to enforcing any remedy or right or taking
         any other action hereunder, the Guarantee Trustee (A) may request
         instructions from the Holders, (B) may refrain from enforcing such
         remedy or right or taking such other action until such written
         instructions are received, and (C) shall be protected in acting in
         accordance with such written instructions.

               (ix) The Guarantee Trustee shall not be liable for any action
         taken, suffered, or omitted to be taken by it in good faith and
         reasonably believed by it to

<PAGE>
                                                                               9

         be authorized or within the discretion or rights or powers conferred
         upon it by this Guarantee Agreement.

         (b) No provision of this Guarantee Agreement shall be deemed to impose
any duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

         SECTION 3.3 Indemnity.

     The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

                          ARTICLE IV GUARANTEE TRUSTEE

         SECTION 4.1 Guarantee Trustee: Eligibility.

         (a) There shall at all times be a Guarantee Trustee which shall:

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

               (ii) be a Person that is eligible pursuant to the Trust Indenture
         Act to act as such and has a combined capital and surplus of at least
         $50,000,000, and shall be a corporation meeting the requirements of
         Section 310(a) of the Trust Indenture Act. If such corporation
         publishes reports of condition at least annually, pursuant to law or to
         the requirements of the supervising or examining authority, then, for
         the purposes of this Section and to the extent permitted by the Trust
         Indenture Act, 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.

         (b) If at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in
the manner and with the effect set out in Section 4.2(c).

         (c) 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 Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.
<PAGE>
                                                                              10


         SECTION 4.2 Appointment, Removal and Resignation of the Guarantee
Trustee.

         (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor.

         (b) The Guarantee Trustee shall not be removed until a Successor
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Guarantee Trustee and delivered to
the Guarantor. If an instrument of acceptance by a Successor Guarantee Trustee
shall not have been delivered to the Guarantee Trustee within 30 days after such
removal, the Guarantee Trustee being removed may petition any court of competent
jurisdiction for the appointment of a Successor Guarantee Trustee.

         (c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

         (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

                               ARTICLE V GUARANTEE

         SECTION 5.1 Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, 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 required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

         SECTION 5.2 Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of the 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 Guarantee Trustee,
Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of
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                                                                              11

redemption and all other notices and demands.

         SECTION 5.3 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 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 as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Securities or the
extension of time for the performance of any other obligation under, arising out
of, or in connection with, the 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 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 affecting, the Issuer or any of the assets of the
Issuer;

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

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

         (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 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
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

         SECTION 5.4 Rights of Holders.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee
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                                                                              12

Trustee has the right to enforce this Guarantee Agreement on behalf of the
Holders; (iii) the Holders of a Majority in Aggregate Liquidation Amount of the
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of this
Guarantee Agreement or exercising any trust or power conferred upon the
Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder 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 Guarantee Trustee, the Issuer or any other Person.

         SECTION 5.5 Guarantee of Payment

     This Guarantee Agreement creates a guarantee of payment and not 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) or upon distribution of Debentures to Holders as provided in the
Trust Agreement.

         SECTION 5.6 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 and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; 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 5.7 Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the 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 5.3 hereof.

                     ARTICLE VI COVENANTS AND SUBORDINATION

         SECTION 6.1 Subordination.

     The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt (as defined in the Indenture) of
the Guarantor, except those made pari passu or subordinate to such obligations
expressly by their terms in the same manner as set forth in
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                                                                              13


Article XIII of the Indenture.

         SECTION 6.2 Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with the obligations of the Guarantor under any similar Guarantee
Agreements issued by the Guarantor on behalf of the holders of preferred
securities issued by any Trust (as defined in the Indenture).

                            ARTICLE VII TERMINATION

         SECTION 7.1 Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Securities, (ii) the
distribution of Debentures to the Holders in exchange for all of the Securities
or (iii) full payment of the amounts payable in accordance with the Trust
Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective 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 Securities or this Guarantee Agreement.

                           ARTICLE VIII MISCELLANEOUS

         SECTION 8.1 Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Securities then
outstanding. Except in connection with a consolidation, merger or sale involving
the Guarantor that is permitted under Article VIII of the Indenture and pursuant
to which the successor or assignee agrees in writing to perform the Guarantor's
obligations hereunder, the Guarantor shall not assign its obligations hereunder.

         SECTION 8.2 Amendments.

     Except with respect to any changes which do not adversely affect the rights
of the Holders or the Guarantee Trustee in any material respect (in which case
no consent of the Holders or the Guarantee Trustee, as the case may be, will be
required), this Guarantee Agreement may only be amended with the prior approval
of the Holders of not less than a Majority in Aggregate Liquidation Amount of
all the outstanding Securities and of the Guarantee Trustee. The provisions of
Article VI of the Trust Agreement concerning meetings of the Holders shall apply
to the giving of such approval.

         SECTION 8.3 Notices.

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                                                                              14

     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, facsimile number or to the attention of such other Person as the
Guarantor may give notice to the Holders:

                    J.P. Morgan Chase & Co.
                    270 Park Avenue
                    New York, New York 10017

                    Facsimile No.: 212-___-___
                    Attention: Treasurer

         (b) if given to the Issuer, in care of the Guarantee Trustee, at the
Issuer's (and the Guarantee Trustee's) address set forth below or such other
address as the Guarantee Trustee on behalf of the Issuer may give notice to the
Holders:

                    J.P. Morgan Chase Capital [ ]
                    c/o J.P. Morgan Chase & Co.
                    270 Park Avenue
                    New York, New York 10017

                    Facsimile No.: 212-___-____
                    Attention: Treasurer

                    with a copy to:

                    The Bank of New York
                    101 Barclay Street, Floor 21 West
                    New York, New York 10286

                    Facsimile No.: 212-815-5915
                    Attention: Corporate Trust Administration

         (c) if given to any Holder, 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.

<PAGE>
                                                                              15

         SECTION 8.4 Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Securities.

         SECTION 8.5 Interpretation.

     In this Guarantee Agreement, unless the context otherwise requires:

         (a) capitalized terms used in this Guarantee Agreement but not defined
in the preamble hereto have the respective meanings assigned to them in Section
1.1;

         (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 has 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; and

         (g) the masculine, feminine or neuter genders used herein shall include
the masculine, feminine and neuter genders.

         SECTION 8.6 Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



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                                                                              16

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

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

                                       J.P. MORGAN CHASE & CO.

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



                                       THE BANK OF NEW YORK
                                         as Guarantee Trustee

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