<PAGE>

                                                                    EXHIBIT 4.24


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                             J.P. MORGAN CHASE & CO.

                                       and

                                 [WARRANT AGENT]
                                As Warrant Agent











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


                      Warrant Agreement -- Debt Securities

                           Dated as of         , 200_

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





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                              J.P. MORGAN CHASE & CO.
                         Form of Debt 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 _________________________, 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 [title of Debt Securities purchasable through exercise of
Warrants] (the "Warrant Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement being herein called the
"Warrant Certificates"; and

__________

*    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





     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;

     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 a Warrant
Security in the principal amount of ____________. [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 [__________ principal amount] [________
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] [bearer] 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
<PAGE>
                                                                               3


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 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 [the bearer of such Warrant Certificate] [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 [the bearer] [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
____________ aggregate principal amount of Warrant Securities (except as
provided in Sections 1.4, 2.3(c), 3.2 and ____) 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
__________ aggregate principal amount of 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 determined, 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
<PAGE>
                                                                               4


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.

                                   ARTICLE II.

                           WARRANT PRICE, DURATION AND
                              EXERCISE OF WARRANTS

     SECTION 2.1. Warrant Price. During the period from ____________ through and
including ____________, the exercise price of each Warrant shall be __________
plus [accrued amortization of the original issue discount] [accrued interest]
from ____________. During the period from __________ through and including
__________, the exercise price of each Warrant will be __________ plus [accrued
amortization of the original issue discount] [accrued interest] from
____________. [In each case, the original issue discount will be amortized at a
____% annual rate, computed on an annual basis using the "interest" method and
using a 360-day year consisting of twelve 30-day months]. Such exercise price of
Warrant Securities is referred to in this Agreement as the "Warrant Price". [The
original issue discount for each __________ principal amount of Warrant
Securities is ____________.]

     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 [including any applicable
certifications if the Warrant Securities are issuable in bearer form]. 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 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
<PAGE>
                                                                               5


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 reasonable 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.

                                  ARTICLE III.

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

     SECTION 3.1. 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 receive the payment of
principal of, premium, if any, or interest, if any, on Warrant Securities or to
enforce any of the covenants in the Indenture relating to the Warrant
Securities.

     SECTION 3.2. 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
<PAGE>
                                                                               6


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 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 3.3. 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 3.4. Consolidation, Merger, Sale or Conveyance. If at any time
there shall be a consolidation merger, sale or conveyance to which Article ___
of the Indenture relating to the Warrant Securities applies, then in any such
event the successor or assuming corporation referred to therein shall succeed to
and be substituted for the Company, with the same effect, subject to such
Indenture, as if it had been named herein and in the Warrant as the Company; 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 pursuant to such
Indenture, in fulfillment of its obligations to deliver Warrant Securities upon
exercise of the Warrants. All the Warrants so 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 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 consolidation, merger, sale or conveyance
complies with the provisions of this Section 3.4 and such Indenture.
<PAGE>
                                                                               7



                                  ARTICLE IV.

                              EXCHANGE AND TRANSFER
                            OF WARRANT CERTIFICATES.

     SECTION 4.1. 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 benefits under this Agreement, as the Warrant
Certificate surrendered for such exchange [or registration of transfer].

     SECTION 4.2. 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,] [if
registered Warrants -- 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
<PAGE>
                                                                               8


exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.

     SECTION 4.3. 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 cancelled 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 cancelled Warrant Certificates in a manner satisfactory to the
Company.

                                   ARTICLE V.

                          CONCERNING THE WARRANT AGENT.

     SECTION 5.1. Warrant Agent. The Company hereby appoints
__________________________ 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 __________________________ 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 5.2. 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 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 reasonable 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.
<PAGE>
                                                                               9



     (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 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
<PAGE>
                                                                              10


foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to
make any demand upon the Company.

     SECTION 5.3. 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 5.2(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 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
<PAGE>
                                                                              11


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 VI.

                                  MISCELLANEOUS

     SECTION 6.1. 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 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 6.2. 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 6.3. Addresses. Any communication from the Company to the Warrant
Agent with respect to this Agreement shall be addressed to
____________________________________, _____________, Attention:
____________________ and any communication from the Warrant Agent to the Company
with
<PAGE>
                                                                              12


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 6.4. 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 6.5. 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 6.6. 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 6.7. 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 6.8. 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.

     SECTION 6.9. 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 6.10. 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>
                                                                              13




     IN WITNESS WHEREOF, J.P. Morgan Chase & Co. and
                                                     ---------------------------
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]

 [Form of Legend if Offered Securities     Prior to _______________ this Warrant
with Warrants which are not immediately    Certificate cannot be transferred or
detachable.                                exchanged unless attached to a [Title
                                           of Offered Securities].]



[Form of Legend if Warrants are not        Prior to _______________, Warrants
immediately exercisable.                   evidence by this Warrant Certificate
                                           cannot be exercised.]

                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 [bearer] [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 _______________, __________
principal amount of [Title of Warrant Securities] (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 ________ plus [accrued amortization of the original
issue discount] [accrued interest] from _______________; during the period from
_______________ through and including _______________, the exercise price of
each Warrant will be ________ plus [accrued amortization of the original issue
discount] [accrued interest] from _______________; [in each case, the original
issue discount will be amortized at a ___% annual rate, computed on an annual
basis using the "interest" method and using a 360-day year consisting of twelve
30-day months] (the "Warrant Price"). [The original issue discount for each
________ principal amount of Warrant Securities is ________.] 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, at the corporate trust office


                                      A-1
<PAGE>
of ____________________, 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 bearer of this Warrant Certificate] [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
4.1 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
_______________].



                                      A-2
<PAGE>
     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.] [effected by delivery and the Company and the Warrant Agent may
treat the bearer hereof as the owner for all purposes.]

     [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             , 200 .
                        ------------     -

                                        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 _____________________,
[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 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 ____________
principal amount of the [Title of Warrant Securities ] (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 _________________________, [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 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>
Dated:                                  Name
        ------------------------------       ----------------------------------

                                        Address
-------------------------------------           -------------------------------
(Insert Social Security or Other
Identifying Number of Holder)                 ---------------------------------
[If registered Warrant -- Signature
Guaranteed                                    Signature
                                                        -----------------------
------------------------------------]         [If registered Warrant --
                                              (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)]

     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

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