<PAGE>
                                                                   EXHIBIT 4.26



================================================================================

                             J.P. MORGAN CHASE & CO.

                                       and

                                 [WARRANT AGENT]
                                As Warrant Agent

                        Warrant Agreement -- Common Stock

                          Dated as of __________, 200_



================================================================================
<PAGE>
                             J.P. MORGAN CHASE & CO.
                    Form of Common Stock Warrant Agreement*

                  THIS WARRANT AGREEMENT dated as of ____________, 200_ between
J.P. Morgan Chase & Co., a Delaware corporation (hereinafter called the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to) and [Warrant Agent], as Warrant Agent (herein called
the "Warrant Agent").

                  WHEREAS, the Company has entered into an indenture (the
"[Senior] [Subordinated] Indenture") dated as of [FOR SENIOR DEBT: December 1,
1989, between the Company and Bankers Trust Company, as successor to the Chase
Manhattan Bank (National Association), as trustee (the "Senior Trustee")] [FOR
SUBORDINATED DEBT: December 15, 1992, as amended by a Second Supplemental
Indenture thereto dated as of October 8, 1996, and a Third Supplemental
Indenture thereto dated as of December 29, 2000 between the Company and U.S.
Bank Trust National Association, as successor to Morgan Guaranty Trust Company
of New York, as trustee (the "Subordinated Trustee")], providing for the
issuance from time to time of its unsecured [senior] [subordinated] debentures,
notes or other evidences of indebtedness (the "[Senior] [Subordinated] Debt
Securities"), to be issued in one or more series as provided in the [Senior]
[Subordinated] Indenture; [if Warrant Securities are not under same Indenture as
Debt Securities to which they are attached -- and an Indenture (the "[Senior]
[Subordinated] Indenture," the Senior and Subordinated Indentures being referred
to collectively as the "Indentures") dated as of ____________ between the
Company and ______________, as trustee (the "[Senior] [Subordinated] Trustee,"
(the Senior and Subordinated Trustees being referred to collectively as the
"Trustee"), providing for the issuance from time to time of its [senior]
[subordinated] debentures, notes or other evidences of indebtedness (the
"[Senior] [Subordinated] Debt Securities", the [Senior] and [Subordinated] Debt
Securities being referred to collectively as the "Debt Securities"), to be
issued in one or more series as provided in the [____________] Indenture]; and

                  WHEREAS, the Company proposes to sell [if Warrants are sold
with Debt Securities or Preferred Stock -- [title of Debt Securities or
Preferred Stock being offered] (the "Offered Securities") with] warrant
certificates evidencing one or more warrants (the "Warrants" or individually a
"Warrant") representing the right to purchase [ ] shares of the Company's Common
Stock, par value $1.00 per share (the "Warrant Securities"), such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being herein called the "Warrant Certificates"; and

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, exchanged, exercised
and replaced;

__________________
*        Complete or modify the provisions of this Form as appropriate to
         reflect the terms of the Warrants, Warrant Securities and Offered
         Securities. Monetary amounts may be in U.S. dollars or in foreign
         currency or euros.
<PAGE>
                                                                               2


                  NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                       ISSUANCE OF WARRANTS AND EXECUTION
                      AND DELIVERY OF WARRANT CERTIFICATES

                  SECTION 1.1. Issuance of Warrants. [If Warrants alone -- Upon
issuance, each Warrant Certificate shall evidence one or more Warrants.] [If
Offered Securities and Warrants -- Warrants shall be [initially] issued in
connection with the issuance of the Offered Securities [but shall be separately
transferable on and after _______________ (the "Detachable Date")] [and shall
not be separately transferable] and each Warrant Certificate shall evidence one
or more Warrants.] Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase __________
Warrant Securities. [If Offered Securities and Warrants -- Warrant Certificates
shall be initially issued in units with the Offered Securities and each Warrant
Certificate included in such a unit shall evidence __________ Warrants for each
________ shares of Offered Securities included in such unit.]

                  SECTION 1.2. Execution and Delivery of Warrant Certificates.
Each Warrant Certificate, whenever issued, shall be in registered form
substantially in the form set forth in Exhibit A hereto, shall be dated
____________ and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The Warrant Certificates shall
be executed on behalf of the Company by [the Chairman of the Board, the
President, any Vice Chairman, any Managing Director, or any Vice President and
by the Secretary or any Assistant Secretary] under its corporate seal reproduced
thereon. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced in the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.

                  No Warrant Certificates shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant Certificate
has been countersigned by the manual signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.

                  In case any officer of the Company who shall have signed any
of the Warrant Certificates either manually or by facsimile signature shall
cease to be such officer before the Warrant Certificates so signed shall have
been countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company; and any
<PAGE>
                                                                               3


Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.

                  The term "holder" or "holder of a Warrant Certificate" as used
herein shall mean any person in whose name at the time any Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose [If Offered Securities and Warrants are not immediately detachable
-- or upon the register of the Offered Securities prior to the Detachable Date.
Prior to the Detachable Date, the Company will, or will cause the registrar of
the Offered Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up to date].

                  SECTION 1.3. Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase an aggregate principal amount not
exceeding ____________ Warrant Securities (except as provided in Sections 1.4,
2.3(c), 3.2 and 5.1) may be executed by the Company and delivered to the Warrant
Agent upon the execution of this Warrant Agreement or from time to time
thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly
executed on behalf of the Company, countersign Warrant Certificates evidencing
Warrants representing the right to purchase up to __________ Warrant Securities
and shall deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates or in connection with their transfer, as hereinafter provided or as
provided in Section 2.3(c).

                  SECTION 1.4. Temporary Warrant Certificate. Pending the
preparation of definitive Warrant Certificates, the Company may execute, and
upon the order of the Company, the Warrant Agent shall authenticate and deliver,
temporary Warrant Certificates which are printed, lithographed, typewritten,
mimeographed or otherwise produced substantially of the tenor of the definitive
Warrant Certificate in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced by their
execution of such Warrant Certificates.

                  If temporary Warrant Certificates are issued, the Company will
cause definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates, shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or _______________], without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Warrant Certificates the
Company shall execute and the Warrant Agent shall authenticate and deliver in
exchange therefor definitive Warrant Certificates representing the same
aggregate number of Warrants. Until so exchanged, the temporary Warrant
Certificates shall in all respects be entitled to the same benefits under this
Agreement as definitive Warrant Certificates.
<PAGE>
                                                                               4



                                   ARTICLE II

                             WARRANT PRICE, DURATION
                            AND EXERCISE OF WARRANTS

                  SECTION 2.1. Warrant Price. (a) During the period from
__________ through and including ___________, the exercise price of each Warrant
will be __________. During the period from _____________ through and including
__________, the exercise price of each Warrant will be _____________. Such
exercise price of Warrant Securities is referred to in this Warrant Agreement as
the "Warrant Price". No adjustment shall be made for any dividends on any
Warrant Securities issuable upon exercise of any Warrants.

                  (b) Warrants may be exercised by the holders thereof at any
time, at the Warrant Price then in effect, when the Warrant Securities are
registered pursuant to an effective registration statement under the Securities
Act. Warrants shall in no event be exercisable for the purchase of Warrant Stock
at any time when such Warrant Securities are not registered pursuant to an
effective registration statement under the Securities Act.

                  The Company shall be required to register the Warrant
Securities, or holders will have such other rights, only as provided in Section
2.3.

                  The Company shall promptly give all holders notice of the
effectiveness of a registration statement in respect of Warrant Securities and
of any subsequent lapses in the effectiveness of such registration statement.

                  SECTION 2.2. Duration of Warrants. Each Warrant may be
exercised in whole at any time, as specified herein, on or after [the date
thereof] [____________] and at or before 5 P.M., New York City time, on
____________ or such later date as the Company may designate, by notice to the
Warrant Agent and the holders of Warrant Certificates mailed to their addresses
as set forth in the record books of the Warrant Agent (the "Expiration Date").
Each Warrant not exercised at or before 5 P.M., New York City time, on the
Expiration Date shall become void, and all rights of the holder of the Warrant
Certificate evidencing such Warrant under this Agreement shall cease.

                  SECTION 2.3. Exercise of Warrants. (a)During the period
specified in Section 2.2, any whole number of Warrants may be exercised by
providing certain information as set forth on the reverse side of the Warrant
Certificate and by paying in full, in [lawful money of the United States of
America] [applicable currency,] [in cash or by certified check or official bank
check or by bank wire transfer, in each case,] [by bank wire transfer] [in
immediately available funds] the Warrant Price for each Warrant exercised, to
the Warrant Agent at its corporate trust office [or at ____________], provided
that such exercise is subject to receipt within five business days of such
[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with
the form of election to purchase Warrant Securities set forth on the reverse
side of the Warrant Certificate properly completed and duly executed. The date
on which payment in full of the Warrant Price is received by the Warrant Agent
shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to
be the date on which the Warrant is exercised. The
<PAGE>
                                                                               5


Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in an account of the Company maintained with it [if non-dollar denominated
funds -- or in such other account designated by the Company] and shall advise
the Company by telephone at the end of each day on which a [payment] [wire
transfer] for the exercise of Warrants is received of the amount so deposited to
its account. The Warrant Agent shall promptly confirm such telephone advice to
the Company in writing.

                  (b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the [Trustee under the Indenture relating to
the Warrant Securities] of (i) the number of Warrants exercised, (ii) the
instructions of each holder of the Warrant Certificates evidencing such Warrants
with respect to delivery of the Warrant Securities to which such holder is
entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing
the balance, if any, of the Warrants remaining after such exercise, and (iv)
such other information as the Company or such Trustee shall reasonably require.

                  (c) As promptly as practicable after the exercise of any
Warrant, the Company shall issue, pursuant to the Indenture, in authorized
denominations to or upon the order of the holder of the Warrant Certificate
evidencing such Warrant, the Warrant Securities to which such holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such holder. If fewer than all of the Warrants evidenced by such
Warrant Certificate are exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, a new
Warrant Certificate evidencing the number of such Warrants remaining
unexercised.

                  (d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.

                  SECTION 2.4. No Fractional Shares to Be Issued.
Notwithstanding anything to the contrary contained in this Agreement, if the
number of shares of Common Stock purchasable on the exercise of each Warrant is
not a whole number, the Company shall not be required to issue any fraction of a
share of Common Stock or to distribute stock certificates that evidence
fractional shares of Common Stock or to issue a Warrant Certificate representing
a fractional Warrant upon exercise of any Warrants. If Warrant Certificates
evidencing more than one Warrant shall be surrendered for exercise at one time
by the same holder, the number of full shares which shall be issuable upon
exercise thereof shall be computed on the basis of the aggregate number of
Warrants so surrendered. If any fraction of a share of Common stock would,
except for the provisions of this Section 2.4, be issuable on the exercise of
any Warrant or Warrants, the Company shall purchase such fraction for an amount
in cash equal to such fraction of the then current market price of a share of
Common Stock. The Warrant holders, by their acceptance of the Warrant
Certificates, expressly waive their right to receive any fraction of a share of
Common Stock or a stock certificate representing a fraction of a share of Common
Stock.
<PAGE>
                                                                               6



                  SECTION 2.5. Covenant to Reserve Shares for Issuance on
Exercise. The Company covenants that it will at all times reserve and keep
available out of its authorized but unissued Warrant Securities, solely for the
purpose of issue upon exercise of Warrants, the full number of shares of Warrant
Stock, if any, then issuable if all outstanding Warrants then exercisable were
to be exercised. The Company covenants that all shares of Common Stock which
shall be so issuable shall be duly and validly issued and fully paid and
nonassessable.

                  The Company hereby authorizes and directs its current and
future transfer agents for the Common Stock and for any shares of the Company's
capital stock issuable upon the exercise of any of the Warrants at all times to
reserve such number of authorized shares as shall be requisite for such purpose.
The Company will supply such transfer agents with duly executed stock
certificates for such purposes and will provide or otherwise make available any
cash which may be payable as provided in this Article II.

                  SECTION 2.6. Compliance with Governmental Requirements. Before
taking any action that would cause an adjustment reducing the Warrant Price to
be adjusted below the then par value of any of the shares of Common Stock
issuable upon exercise of the Warrants, the Company will take any corporate
action that may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable shares of
such Common Stock at such adjusted Warrant Price.

                  Subject to Section 3.1(b), the Company covenants that if any
shares of Common Stock required to be reserved for purposes of exercise of
Warrants require, under any federal or state law or rule or regulation of any
national securities exchange, registration with or approval of any governmental
authority, or listing on any national securities exchange before such shares may
be issued upon exercise, the Company will in good faith and as expeditiously as
possible endeavor to cause such shares to be duly registered, approved or listed
on the relevant national securities exchange, as the case may be; provided,
however, that in no event shall such shares of Common Stock be issued, and the
Company is hereby authorized to suspend the exercise of all Warrants, for the
period during which such registration, approval or listing is required but not
in effect.

                  SECTION 2.7. Rights Upon Dissolution or Liquidation.
Notwithstanding any other provision of this Agreement, in the event that, at any
time after the date hereof of the rights of holders thereof as provided in this
Article II, there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company, then the Company shall give notice by first-class
mail to each holder of an outstanding Warrant at such holder's address as it
appears on the Warrant Register at the earliest practicable time (and, in any
event, not less than twenty days before any date set for definitive action), of
the date on which such dissolution, liquidation or winding up shall take place,
as the case may be. Such notice shall also specify the date as of which the
holders of the shares of record of Common Stock or other securities, if any,
underlying the Warrants shall be entitled to exchange their shares for
securities, money or other property deliverable upon such dissolution,
liquidation or winding up, as the case may be, on which date each holder of
outstanding Warrants shall receive cash or other property (taking into account
the Warrant Price then if effect) which it would have been entitled to receive
had the Warrants been
<PAGE>
                                                                               7


exercisable and exercised immediately prior to such dissolution, liquidation or
winding up and the rights to exercise the Warrants shall terminate.

                                   ARTICLE III

                     ADJUSTMENT OF WARRANT PRICE AND SHARES
                           OF COMMON STOCK PURCHASABLE

                  SECTION 3.1. Adjustment of Warrant Price. The Warrant Price
specified in Section 2.1 shall be subject to adjustment from time to time as
follows:

                  (a) In case the Company shall (i) pay a dividend or make a
distribution on the Warrant Securities in shares of its capital stock, (ii)
subdivide the outstanding Warrant Securities into a greater number of shares or
(iii) combine the outstanding Warrant Securities into a smaller number of
shares, the Warrant Price shall be adjusted so that the holder of any Warrant
thereafter surrendered for exercise shall be entitled to receive the number of
shares of Warrant Securities which he would have owned or have been entitled to
receive after the happening of any of the events described above had such
Warrant been exercised immediately prior to the record date in the case of a
dividend or the effective date in the case of a subdivision or combination. An
adjustment made pursuant to this subparagraph (a) shall become effective
immediately after the record date in the case of a dividend, except as provided
in subparagraph (h) below, and shall become effective immediately after the
effective date in the case of a subdivision or combination.

                  (b) In case the Company shall issue rights or warrants to all
holders of shares of Common Stock entitling them (for a period expiring within
45 days after the record date mentioned below to subscribe for or purchase
shares of Common Stock at a price per share less than the current market price
per share of Common Stock (as defined for purposes of this subparagraph (b) in
subparagraph (e) below), at the record date for the determination of
stockholders entitled to receive such rights or warrants, the Warrant Price in
effect after such record date shall be determined by multiplying such Warrant
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding on the record date for issuance of such rights or
warrants plus the number of shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered would purchase at
such current market price, and the denominator of which shall be the number of
shares of Common Stock outstanding on the record date for issuance of such
rights or warrants plus the number of additional shares of Common Stock
receivable upon exercise of such rights or warrants. Such adjustment shall be
made successively whenever any such rights or warrants are issued, and shall
become effective immediately, except as provided in subparagraph (h) below,
after such record date.

                  (c) In case the Company shall distribute to all holders of
Common Stock any shares of capital stock of the Company (other than Common
Stock) or evidences of its indebtedness or assets (excluding cash dividends or
distributions paid from retained earnings of the Company or dividends payable in
Common Stock) or rights or warrants to subscribe for or purchase any of its
securities (excluding those rights or warrants referred to in subparagraph (b)
<PAGE>
                                                                               8


above) (any of the foregoing being hereinafter in this subparagraph (c) called
the "Securities"), then, in each such case, unless the Company elects to reserve
such Securities for distribution to the holders of the Warrants upon the
exercise of the Warrants so that any such holder exercising Warrants will
receive such exercise, in addition to the shares of the Common Stock to which
such holder is entitled, the amount and kind of such Securities which such
holder would have received if such holder had, immediately prior to the record
date for the distribution of the Securities, exercised its Warrants into Warrant
Securities, the Warrant Price shall be adjusted so that the same shall equal the
price determined by multiplying the Warrant Price in effect immediately prior to
the date of such distribution by a fraction the numerator of which shall be the
current market price per share (as defined for purposes of this subparagraph (c)
in subparagraph (e) below) of the Common Stock on the record date mentioned
above less the then fair market value (as determined by the Board of Directors
of the Company, whose determination shall be conclusive) of the portion of the
Securities so distributed allocable to one share of Common Stock, and the
denominator of which shall be the current market price per share (determined as
provided in subparagraph (e) below) of the Common Stock.

                  (d) If, pursuant to subparagraph (b) or (c) above, the number
of shares of Warrant Securities into which a Warrant is convertible shall have
been adjusted because the Company has declared a dividend, or made a
distribution, on the outstanding shares of Warrant Securities in the form of any
right or warrant to purchase securities of the Company, or the Company has
issued any such right or warrant, then, upon the expiration of any such
unexercised right or unexercised warrant, the Warrant Price shall forthwith be
adjusted to equal the Warrant Price that would have applied had such right or
warrant never been declared, distributed or issued.

                  (e) For the purposes of any computation under subparagraph (b)
above, the current market price per share of Common Stock or of any other
security (herein collectively referred to as a "security") at the date herein
specified shall be deemed to be the average of the reported last sales prices
for the thirty consecutive Trading Days (as defined below) commencing forty-five
Trading Days before the date in question. For the purpose of any computation
under subparagraph (c) above, the current market price per security on any date
shall be deemed to be the average of the reported last sales prices for the ten
consecutive Trading Days before the date in question. The reported last sales
price for each day (whether for purposes of subparagraph (b) or subparagraph
(c)) shall be the reported last sales price, regular way, or, in case no sale
takes place on such day, the average of the reported closing bid and asked
prices, regular way, in either case as reported on the New York Stock Exchange
Composite Tape or, if such security is not listed or admitted to trading on the
New York Stock Exchange at such time, on the principal national securities
exchange on which such security is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on the
National Market System of the Nasdaq Stock Market ("NASDAQ") or, if such
security is not quoted on such National Market System of the Nasdaq Stock
Market, the average of the closing bid and asked prices on such day in the
over-the-counter market as reported by NASDAQ or, if bid and asked prices for
the security on each such day shall not have been reported through NASDAQ, the
average of the bid and asked prices for such date as furnished by any New York
Stock Exchange member firm regularly making a market in such security selected
for such purpose by the Board of Directors of the Company or a committee thereof
or, if no such
<PAGE>
                                                                               9


quotations are available, the fair market value of such security as determined
by a New York Stock Exchange member firm regularly making a market in the Common
Stock selected for such purpose by the Board of Directors of the Company or a
committee thereof. As used herein, the Term "Trading Day" with respect to a
security means (x) if such security is listed or admitted for trading on the New
York Stock Exchange or another national securities exchange, a day on which the
New York Stock Exchange or such other national securities exchange is open for
business or (y) if such security is quoted on the National Market System of the
NASDAQ, a day on which trades may be made on such National Market System or (z)
otherwise, any day other than a Saturday or Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to close.

                  (f) No adjustment in the Warrant Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
such Warrant Price; provided, however, that any adjustments which by reason of
this paragraph (f) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Article III shall be made to the nearest cent or to the nearest .01 of a share,
as the case may be, with one-half cent and .005 of a share, respectively, being
rounded upward. Anything in this Article III to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the Warrant Price, in
addition to those required by this paragraph (f), as it in its discretion shall
determine to be advisable in order that any stock dividend, subdivision of
shares, distribution of rights or warrants to purchase stock or securities, or
distribution of other assets (other than cash dividends) hereafter made by the
Company to its stockholders shall not be taxable.

                  (g) Whenever the Warrant Price is adjusted as herein provided,
the Company shall file with the transfer agent a certificate, signed by [the
Chairman of the Board, any Vice Chairman, the President, any Vice President, any
Managing Director or any Vice President] of the Company, setting forth the
Warrant Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment, which certificate shall be conclusive evidence
of the correctness of such adjustment; provided, however, that the failure of
the Company to file such officers' certificate shall not invalidate any
corporate action by the Company.

                  (h) In any case in which this Article III provides that an
adjustment shall become effective immediately after a record date for an event,
the Company may defer until the occurrence of such event (y) issuing to the
holder of any Warrant converted after such record date and before the occurrence
of such event the additional shares of Warrant Securities issuable upon such
exercise by reason of the adjustment required by such event over and above the
Warrant Securities issuable upon such exercise before giving effect to such
adjustment and (z) paying to such holder any amount of cash in lieu of any
fractional share.

                  (i) Whenever the Warrant Price is adjusted as provided in
Article III, the Company shall cause to be mailed to each holder of Warrants at
its then registered address by first-class mail, postage prepaid, a notice of
such adjustment of the Warrant Price setting forth such adjusted Exercise Price
and the effective date of such adjusted Exercise Price; provided, however, that
the failure of the Company to give such notice shall not invalidate any
corporate action by the Company.
<PAGE>
                                                                              10



                  SECTION 3.2. Adjustment of Shares of Common Stock Purchasable
Upon Exercise of Warrants. The number of Warrant Securities that may be
purchased upon exercise of a Warrant shall be determined by multiplying the
number of shares of Common Stock which would otherwise (but for the provisions
of this Section 3.2) be issuable upon such exercise by a fraction of which (a)
the numerator is _________ and (b) the denominator is $_________ minus
deductions made from (and/or plus additions to) the Warrant Price pursuant to
Sections 3.1(a) or (c) hereof. The Warrant Price per share of Common Stock shall
be adjusted and readjusted from time to time as provided in this Article III
and, as so adjusted or readjusted, shall remain in effect until a further
adjustment or readjustment thereof is required by this Article III.

                  SECTION 3.3. Statements on Warrants. The form of Warrant
Certificate need not be changed because of any adjustment made pursuant to this
Article III, and Warrant Certificates issued after such adjustment may state the
same Warrant Price and the same number of shares of Common Stock as are stated
in the Warrant Certificates initially issued pursuant to this Agreement. The
Company, however, may at any time in its sole discretion (which shall be
conclusive) make any change in the form of Warrant Certificate that it may deem
appropriate and that does not affect the substance thereof, and any Warrant
Certificate thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in the
form as so changed.

                                   ARTICLE IV

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

                  SECTION 4.1. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificates or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to vote at, or to
receive notice of, any meeting of stockholders of the Company; the consent of
action or proceeding of the Company; no such holder, by reason of the ownership
or possession of a Warrant or the Warrant Certificate representing the same,
either at, before or after exercising such Warrant, shall have any right to
receive any cash dividends, stock dividends, allotments or rights, or other
distributions (except as specifically provided herein), paid, allotted or
distributed or distributable to the stockholders of the Company prior to the
date of the exercise of such Warrant; and no such holder shall have any right
not expressly conferred by the Warrant or Warrant Certificate that such holder
holds.

                  SECTION 4.2. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Company of the Ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity reasonably
satisfactory to the Warrant Agent and the Company, and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation, then,
in the absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and
<PAGE>
                                                                              11


evidencing a like number of Warrants. Upon the issuance of any new Warrant
Certificate under this Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen or
destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered hereunder. The provisions
of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.

                  SECTION 4.3. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Securities or the holder of any other Warrant Certificate, may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce,
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.

                  SECTION 4.4. Reclassification, Consolidation, Merger, Sale or
Conveyance. In case any of the following shall occur while any Warrants are
outstanding: (a) any reclassification or change of the outstanding shares of
Warrant Securities (other than a change in par value, or from par value to no
par value, or as a result of a subdivision or combination of the Warrant
Securities); or (b) any consolidation, merger or combination of the Company with
or into another corporation as a result of which holders of Warrant Securities
shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Warrant Securities; or
(c) any sale or conveyance of the property or assets of the Company as, or
substantially as, an entirety to any other entity as a result of which holders
of Warrant Securities shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Warrant Securities; then the Company, or such successor or purchasing
corporation, as the case may be, shall make appropriate provision by amendment
of this Agreement or otherwise so that the holders of the Warrants then
outstanding shall have the right at any time thereafter, upon exercise of such
Warrants, to receive the kind and amount of shares of stock and other securities
and property or assets receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance as would be received by a
holder of the number of shares of Warrant Securities issuable upon exercise of
such Warrant immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance, and, in the case of a consolidation, merger, sale or
conveyance the Company shall thereupon be relieved of any further obligation
hereunder or under the Warrants, and the Company as the predecessor corporation
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor or assuming corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrants issuable hereunder which theretofore shall not have been signed by the
Company, and may execute and deliver Warrant Securities in its own name, in
fulfillment of its obligations to deliver Warrant Securities upon exercise of
the Warrants. All the Warrants so
<PAGE>
                                                                              12


issued shall in all respects have the same legal rank and benefit under this
Agreement as the Warrants theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Warrants had been issued at
the date of the execution hereof. In any case of any such reclassification,
change, consolidation, merger, sale or conveyance, such changes in phraseology
and form (but not in substance) may be made in the Warrants thereafter to be
issued as may be appropriate.

                  The Warrant Agent may receive a written opinion of legal
counsel as conclusive evidence that any such reclassification, change, merger,
consolidation, sale or conveyance complies with the provisions of this Section
4.4.

                                    ARTICLE V

                 EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.

                  SECTION 5.1. Exchange and Transfer of Warrant Certificates,
[If Offered Securities with Warrants which are immediately detachable -- Upon]
[If Offered Securities with Warrants which are not immediately detachable --
Prior to the Detachable Date, a Warrant Certificate may be exchanged or
transferred only together with the Offered Security to which the Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security. Prior to any
Detachable Date, each transfer of the Offered Security on the register of the
Offered Securities shall operate also to transfer the related Warrant
Certificates. After the Detachable Date, upon] surrender at the corporate trust
office of the Warrant Agent [or ________], Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided that such other Warrant Certificates evidence the same
aggregate number of Warrants as the Warrant Certificates so surrendered. The
Warrant Agent shall keep, at its corporate trust office [and at ________], books
in which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at
its corporate trust office [or ________] for exchange or registration of
transfer, properly endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent. No service charge shall be
made for any exchange or registration of transfer of Warrant Certificates, but
the Company may require payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. Whenever any Warrant Certificates are so
surrendered for exchange or registration of transfer, an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the Company, as so requested. The Warrant Agent shall
not be required to effect any exchange or registration of transfer which will
result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant
Certificates issued upon any exchange or registration of transfer of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations, and entitled to the same
<PAGE>
                                                                              13


benefits under this Agreement, as the Warrant Certificate surrendered for such
exchange or registration of transfer.

                  SECTION 5.2. Treatment of Holders of Warrant Certificates. [If
Offered Securities and Warrants are not immediately detachable -- Prior to the
Detachable Date, the Company, the Warrant Agent and all other persons may treat
the owner of the Offered Security as the owner of the Warrant Certificates
initially attached thereto for any purpose or as the person entitled to exercise
the rights represented by the Warrants evidenced by such Warrant Certificates,
any notice to the contrary notwithstanding. After the Detachable Date, and prior
to due presentment of a Warrant Certificate for registration for registration of
transfer, the Company, the Warrant Agent and all other persons may treat the
holder of a Warrant Certificate as the owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.

                  SECTION 5.3. Cancellation of Warrant Certificates. Any Warrant
Certificates surrendered for exchange, registration of transfer or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent, and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT.

                  SECTION 6.1. Warrant Agent. The Company hereby appoints
[Warrant Agent] as Warrant Agent of the Company in respect of the Warrants and
the Warrant Certificates upon the terms and subject to the conditions herein set
forth; and [Warrant Agent] hereby accepts such appointment. The Warrant Agent
shall have the powers and authority granted to and conferred upon it in the
Warrant Certificates and herein and such further powers and authority to act on
behalf of the Company as the Company may hereafter grant to or confer upon it.
All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.

                  SECTION 6.2. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject:

                  (a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred by the Warrant Agent without negligence, bad faith or
breach of this Agreement on its part in connection with the services rendered
<PAGE>
                                                                              14


hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant
Agent for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Warrant Agent,
arising out of or in connection with its acting as Warrant Agent hereunder, as
well as the costs and expenses of defending against any claim of such liability.

                  (b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligations or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.

                  (c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the written advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the advice of
such counsel.

                  (d) Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing suffered by it
in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably believed
by it to be genuine and to have been presented or signed by the proper parties.

                  (e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee or
body of holders of Warrant Securities or other obligations of the Company as
freely as if it were not the Warrant Agent hereunder. Nothing in the Warrant
Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee
under any of the Indentures.

                  (f) No Liability for Interest. Unless otherwise agreed with
the Company, the Warrant Agent shall have no liability for interest on any
monies at any time received by it pursuant to any of the provisions of this
Agreement or of the Warrant Certificates.

                  (g) No Liability for Invalidity. The Warrant Agent shall have
no liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates (except as to the Warrant Agent's countersignature
thereon).

                  (h) No Responsibility for Representations. The Warrant Agent
shall not be responsible for any of the recitals or representations herein or in
the Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.

                  (i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations shall
be read into this Agreement or the Warrant Certificates against
<PAGE>
                                                                              15


the Warrant Agent. The Warrant Agent shall not be under any obligation to take
any action hereunder which may tend to involve it in any expense or liability,
the payment of which within a reasonable time is not, in its reasonable opinion,
assured to it. The Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates. The Warrant Agent shall have no duty or responsibility in
case of any default by the Company in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case of the
receipt of any written demand from a holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 7.2 hereof, to
make any demand upon the Company.

                  SECTION 6.3. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrants have been exercised or are no longer exercisable.

                  (b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided that
such date shall not be less than 90 days after the date on which such notice is
given unless the Company otherwise agrees. The Warrant Agent hereunder may be
removed at any time by the filing with it of an instrument in writing signed by
or on behalf of the Company and specifying such removal and the date when it
shall become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company in good standing authorized under
the laws of the jurisdiction of its organization to exercise corporate trust
powers) and the acceptance of such appointment by such successor Warrant Agent.
The obligation of the Company under Section 6.2(a) shall continue to the extent
set forth therein notwithstanding the resignation or removal of the Warrant
Agent.

                  (c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall commence a voluntary case under the federal
bankruptcy laws, as now or hereafter constituted, or under any other applicable
federal or state bankruptcy, insolvency or similar law or shall consent to the
appointment of or taking possession by a receiver, custodian, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Warrant Agent
or its property or affairs, or shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as
they become due, or shall take corporate action in furtherance of any such
action, or a decree or order for relief by a court having jurisdiction in the
premises shall have been entered in respect of the Warrant Agent in an
involuntary case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
similar law; or a decree or order by a court having jurisdiction in the premises
shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant
Agent or of its property or affairs, or any public officer shall take charge or
control of the Warrant Agent or of its property or affairs for the
<PAGE>
                                                                              16


purpose of rehabilitation, conservation, winding up or liquidation, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to be
Warrant Agent hereunder.

                  (d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named Warrant
Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

                  (e) Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall be a party,or any corporation to which
substantially all the assets and business of the Warrant Agent, provided that it
shall be qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE VII

                                  MISCELLANEOUS

                  SECTION 7.1. Amendment. (a) This Agreement may be amended by
the parties hereto, without the consent of the holder of any Warrant
Certificate, for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided that
such action shall not affect adversely the interests of the holders of the
Warrant Certificates.

                  (b) The Company and the Warrant Agent may modify or amend this
Agreement (by means of an agreement supplemental hereto or otherwise) with the
consent of holders of Warrants constituting not less than a majority in number
of the then outstanding Warrants of all series affected by such modification or
amendment, for any purpose; provided, however, that no such modification or
amendment that changes the exercise price of the Warrants of any series, reduces
the amount receivable upon exercise, cancellation or expiration of the Warrants
other than in accordance with the antidilution provisions or other similar
adjustment provisions included in the terms of the Warrants, shortens the period
of time during which the Warrants of such series may be exercised, or otherwise
materially and adversely affects the exercise rights of the affected holders or
reduces the percentage of the number of
<PAGE>
                                                                              17


outstanding Warrants of such series, the consent of whose holders is required
for modification or amendment of this Agreement, may be made without the consent
of each holder affected thereby.

                  SECTION 7.2. Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of the
Warrant Certificates, the Warrant Agent shall promptly forward such notice or
demand to the Company.

                  SECTION 7.3. Addresses. Any communication from the Company to
the Warrant Agent with respect to this Agreement shall be addressed to [Warrant
Agent], _____________, Attention: ____________________ and any communication
from the Warrant Agent to the Company with respect to this Agreement shall be
addressed to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017,
Attention: ________________ (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).

                  SECTION 7.4. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  SECTION 7.5. Delivery of Prospectus. The Company will furnish
to the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of the Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such
delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.

                  SECTION 7.6. Obtaining of Governmental Approvals. The Company
will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States federal and
state laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933), which may
be or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Securities issued upon exercise of the Warrant
Certificates, the exercise of the Warrants, the issuance, sale, transfer and
delivery of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.

                  SECTION 7.7. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than the Company, the
Warrant Agent and the holders of the Warrant Certificates any right, remedy or
claim under or by reason of this Agreement.

                  SECTION 7.8. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
<PAGE>
                                                                              18



                  SECTION 7.9. Counterparts. This Agreement may be executed in
any number of counterparts, each of which as so executed shall be deemed to be
an original, but such counterparts shall together constitute but one and the
same instrument.

                  SECTION 7.10. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
<PAGE>
                                                                              19

                  IN WITNESS WHEREOF, J.P. Morgan Chase & Co. and [Warrant
Agent] have caused this Agreement to be signed by their respective duly
authorized officers, and their respective corporate seals to be affixed
hereunto, and the same to be attested by their respective Secretaries or one of
their respective Assistant Secretaries, all as of the day and year first above
written.

                                             J.P. MORGAN CHASE & CO.


                                             By:
                                                  ------------------------------
                                                  Title:
Attest:

------------------------------
Title:
                                             [WARRANT AGENT]


                                             By:
                                                  ------------------------------
                                                  Title:
Attest:


------------------------------
Title:
<PAGE>
                                                                       Exhibit A

                           FORM OF WARRANT CERTIFICATE
                          [Face of Warrant Certificate]

<TABLE>
<S>                                                             <C>
[Form of Legend if Offered Securities with Warrants which       Prior to _______________ this Warrant Certificate
are not immediately detachable.                                 cannot be transferred or exchanged unless attached
                                                                to a [Title of Offered Securities].]
[Form of Legend if Warrants are not immediately                 Prior to _______________, Warrants evidence by
exercisable.                                                    this Warrant Certificate cannot be exercised.]
</TABLE>

    EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN

                             J.P. MORGAN CHASE & CO.
                              WARRANTS TO PURCHASE
                          [Title of Warrant Securities]

                  VOID AFTER 5 P.M. NEW YORK CITY TIME ON _______________

No. __________                                               __________ Warrants

                  This certifies that [the bearer is the] [_________________or
registered assigns is the registered] owner of the above indicated number of
Warrants, each Warrant entitling such owner [if Offered Securities with Warrants
which are not immediately detachable -- , subject to the registered owner
qualifying as a "holder" of this Warrant Certificate, as hereinafter defined] to
purchase, at any time [after 5 P.M., New York City time, on _______________ and]
on or before 5 P.M., New York City time, on _______________, _________ shares of
[Common Stock, par value $1.00 per share] (the "Warrant Securities"), of J.P.
Morgan Chase & Co. (the "Company"), issued and to be issued under the Indenture
(as hereinafter defined), on the following basis: during the period from
_______________ through and including _______________, the exercise price of
each Warrant will be $________ per share; during the period from _______________
through and including _______________, the exercise price of each Warrant will
be $________ per share (the "Warrant Price"). No adjustment shall be made for
any dividends on any Warrant Securities issuable upon exercise of any Warrant.

                  The holder may exercise the Warrants evidenced hereby by
providing certain information set forth on the back hereof, including any
applicable certifications if the Warrant Securities are issuable in bearer form,
and by paying in full [in lawful money of the United States of America]
[applicable currency] [in cash or by certified check or official bank check or
by bank wire transfer, in each case,] [by bank wire transfer] in immediately
available funds, the Warrant Price for each Warrant exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed,
<PAGE>
at the corporate trust office of [Warrant Agent], or its successor as warrant
agent (the "Warrant Agent"), [or ____________] currently at the address
specified on the reverse hereof, and upon compliance with and subject to the
conditions set forth herein and in the Warrant Agreement (as hereinafter
defined).

                  The term "holder" as used herein shall mean [if Offered
Securities with Warrants which are not immediately detachable -- , prior to
____________ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Securities] to which this Warrant Certificate is initially
attached, and after such Detachable Date,] the person in whose name at the time
this Warrant Certificate shall be registered upon the books to be maintained by
the Warrant Agent for that purpose pursuant to Section 5.1 of the Warrant
Agreement.

                  Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Securities in registered form
in denominations of ____________ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.

                  This Warrant Certificate is issued under and in accordance
with the Warrant Agreement dated as of ____________ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at _______________].

                  The Warrant Securities to be issued and delivered upon the
exercise of the Warrants evidenced by this Warrant Certificate will be issued
under and in accordance with an indenture (the "Indenture"), dated as of [FOR
SENIOR DEBT: December 1, 1989, between the Company and Bankers Trust Company, as
successor to The Chase Manhattan Bank (National Association)] [FOR SUBORDINATED
DEBT: December 15, 1992, as amended by a Second Supplemental Indenture thereto
dated as of October 8, 1996, and a Third Supplemental Indenture thereto dated as
of December 29, 2000, between the Company and U.S. Bank Trust National
Association, as successor to Morgan Guaranty Trust Company of New York], as
trustee (the "Trustee"), and will be subject to the terms and provisions
contained in the Indenture. Copies of the Indenture and the form of the Warrant
Securities are on file at the corporate trust office of the Trustee [and at
_______________].

                  [If Offered Securities with Warrants which are not immediately
detachable -- Prior to ____________, this Warrant Certificate may be exchanged
or transferred only together with the [Title of Offered Securities] ("Offered
Securities") to which this Warrant Certificate was initially attached, and only
for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Security. After such date, this] [if Offered Securities with
Warrants which are immediately detachable -- Transfer of this] Warrant
Certificate may be registered when this Warrant Certificate is surrendered at
the corporate trust office of the Warrant Agent [or ____________] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]


                                       A-2
<PAGE>
                  [If Offered Securities with Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable or
Warrants alone -- After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or ____________]
for Warrant Certificates representing the same aggregate number of Warrants.

                  This Warrant Certificate shall not entitle the holder hereof
to any of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any, or
interest, if any, on the Warrant Securities or to enforce any of the covenants
of the Indenture.


                                      A-3
<PAGE>
                  This Warrant Certificate shall not be valid or obligatory for
any purpose until countersigned by the Warrant Agent.

                  Dated as of
                              -----------------


                                             J.P. MORGAN CHASE & CO.

                                             By:
                                                  ------------------------------
Attest:

--------------------------------
Countersigned:

[WARRANT AGENT],
     As Warrant Agent

By:
     ---------------------------
        Authorized Signature


                                      A-4
<PAGE>
                        [Reverse of Warrant Certificate]
                      Instructions for Exercise of Warrant

                  To exercise the Warrants evidenced hereby, the holder must pay
in [Dollars] [applicable currency] [in cash or by certified check or official
bank check or by bank wire transfer] [by bank wire transfer] [in immediately
available funds] the Warrant Price in full for Warrants exercised to [Warrant
Agent], [corporate trust department] [insert address of Warrant Agent], Attn.
__________ [or ____________], which [payment] [wire transfer] must specify the
name of the holder and the number of Warrants exercised by such holder. In
addition, the holder must complete the information required below, including any
applicable certifications if the Warrant Securities are issuable in bearer form,
and present this Warrant Certificate in person or by mail (certified or
registered mail is recommended) to the Warrant Agent at the appropriate address
set forth below. This Warrant Certificate, completed and duly executed, must be
received by the Warrant Agent within five business days of the [payment] [wire
transfer].

                     To Be Executed Upon Exercise of Warrant

                  The undersigned hereby irrevocably elects to exercise
____________ Warrants, evidenced by this Warrant Certificate, to purchase
____________ shares of the [Common Stock] (the "Warrant Securities") of J.P.
Morgan Chase & Co. and represents that he has tendered payment for such Warrant
Securities in [Dollars] [applicable currency] [in cash or by certified check or
official bank check or by bank wire transfer, in each case] [by bank wire
transfer] in immediately available funds to the order of J.P. Morgan Chase &
Co., c/o [insert name and address of Warrant Agent], in the amount of
____________ in accordance with the terms hereof. The undersigned requests that
said principal amount of Warrant Securities be in fully registered form in the
authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.

                  If the number of Warrants exercised is less than all of the
Warrants evidenced hereby, the undersigned requests that a new Warrant
Certificate representing the remaining Warrants evidenced hereby be issued and
delivered to the undersigned unless otherwise specified in the instructions
below.


                                      A-5
<PAGE>
<TABLE>
<S>                                                         <C>
Dated:  ______________________________                      Name________________________________
______________________________________                      Address_____________________________
(Insert Social Security or Other Identifying Number of             _____________________________
Holder)                                                     Signature___________________________
Signature Guaranteed                                             (Signature must conform in all
                                                                 respects to name of holder as
                                                                 specified on face of this
                                                                 Warrant Certificate and must
                                                                 bear a signature guarantee by
                                                                 a bank, trust company or
                                                                 member broker of the New York,
                                                                 Midwest or Pacific Stock
                                                                 Exchanges)
</TABLE>

                  The Warrants evidenced hereby may be exercised at the
following addresses:

By hand at                         _______________________________________
                                   _______________________________________
                                   _______________________________________
                                   _______________________________________


By mail at                         _______________________________________
                                   _______________________________________
                                   _______________________________________
                                   _______________________________________

                  [Instructions as to form and delivery of Warrant Securities
and, if applicable, Warrant Certificated evidencing unexercised Warrants --
complete as appropriate.]


                                      A-6
<PAGE>
                                   Assignment
                  [Form of Assignment To Be Executed If Holder
                 Desires To Transfer Warrants Evidenced Hereby]

                  FOR VALUE RECEIVED ______________________________ hereby
sells, assigns and transfers unto


______________________________
(Please print name)                               (Please insert social security
______________________________                    or other identifying number)
(Address)
______________________________
(City, including zip code)



the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _______________ Attorney to transfer said
Warrant Certificate on the Books of the Warrant Agent with full power of
substitution in the premises.

Dated:
                                                  ______________________________
                                                            Signature
                                                  (Signature must conform in all
                                                  respects to name of holder as
                                                  specified on the face of this
                                                  Warrant Certificate and must
                                                  bear a signature guarantee by
                                                  a bank, trust company or
                                                  member broker of the New York,
                                                  Midwest or Pacific Stock
                                                  Exchange)


Signature Guaranteed
______________________________



                                      A-7