<PAGE>
                                                                    Exhibit 4.28


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<CAPTION>
<S>                                   <C>                                        <C>
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Note No.                              Agent's Name                                       J.P. MORGAN CHASE & CO.




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Principal Amount                      Commission                                        MEDIUM-TERM NOTE PROGRAM




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Maturity Date                         Settlement Date                                   The Chase Manhattan Bank
                                                                                    Paying and Authenticating Agent





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Trade Date                            Taxpayer I.D. No.                                   450 West 33rd Street
                                                                                        New York, New York 10001




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Name and Address of Registered Owner                                                      Bankers Trust Company
                                                                                                 Trustee

                                                                                           Four Albany Street
                                                                                        New York, New York 10006
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</TABLE>



REGISTERED                                                            REGISTERED

                             J.P. MORGAN CHASE & CO.
                  FIXED RATE SENIOR MEDIUM-TERM NOTE, SERIES C

No.                                                      $

ORIGINAL ISSUE DATE:           INTEREST RATE:                 MATURITY DATE:

-------------------            -------------%                 ------------------


INTEREST PAYMENT DATES:    REPAYMENT PROVISIONS, IF ANY:


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

OTHER PROVISIONS:          REDEMPTION DATES AND PRICES, IF ANY:



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


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

                  Unless this Security is presented by an authorized
representative of the Depositary to J.P. Morgan Chase & Co. or its agent for
registration of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment is made to Cede &
Co. or such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.

                  J.P. Morgan Chase & Co., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to

                           CEDE & CO.

, or registered assigns, the principal sum of
                                                         DOLLARS on the Maturity
Date shown above, and to pay interest thereon from the Original Issue Date from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, on each Interest Payment Date, commencing on the first Interest
Payment Date succeeding the Original Issue Date of this Security, unless the
Original Issue Date is on or after the Regular Record Date for such Interest
Payment Date, in which event interest will be payable commencing on the next
succeeding Interest Payment Date, at the rate shown above, until the principal
hereof is paid or made available for payment. If the Maturity Date or any
Interest Payment Date falls on a day that is not a Business Day, payment of
principal, premium, if any, and interest with respect to this Security will be
paid on the next succeeding Business Day with the same force and effect as if
made on the Maturity Date or such Interest Payment Date, and no interest on such
payment will accrue from and after the Maturity Date or such Interest Payment
Date. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture referred to below, be
paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered at


                                       2
<PAGE>
the close of business on the Regular Record Date for such interest, which shall
be the fifteenth day (whether or not a Business Day), next preceding such
Interest Payment Date; provided, however, that interest payable on the Maturity
Date, or upon earlier redemption or repayment, if any, will be payable to the
Person to whom principal shall be payable. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the registered Holder hereof on such
Regular Record Date, and may be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall have been given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

         Funds for the payment of the principal of (and premium, if any) and
interest on this Security on any Interest Payment Date and at the Maturity Date
will be made available to the Paying Agent. As soon as possible thereafter, the
Paying Agent will pay such funds to the Depositary, and the Depositary will
allocate and pay such funds to the owners of beneficial interests in this
Security in accordance with its existing operating procedures.

         This Security is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of December 1, 1989 (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank (National
Association) and succeeded to by Bankers Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated as
the Senior Medium-Term Notes, Series C of the Company. The Securities may mature
at different times, bear interest at different rates, be denominated in
different currencies and be redeemable at different times or not at all.

         Except as provided herein, this Security is not redeemable prior to the
Maturity Date. If this Security is redeemable, it may be redeemed at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, on the dates or on or after the date set forth above at the
percentage or


                                       3
<PAGE>
percentages of the principal amount set forth above, plus accrued and unpaid
interest to the date fixed for redemption.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.

         Interest on the Securities of this series shall be computed on the
basis of a 360-day year of twelve 30-day months.

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

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest (if any) on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations set
forth therein and herein, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest (if any) on this Security are payable, duly
endorsed by, or accompanied by, a written instrument of transfer in form
satisfactory to the Company and the Security


                                       4
<PAGE>
Registrar, duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

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

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

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security shall be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         All capitalized terms used but not defined in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

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



                                       5
<PAGE>
         Unless the Certificate of Authentication hereon has been executed by
the Trustee or an Authenticating Agent, by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by its duly authorized officers and has caused its corporate
seal, or a facsimile thereof, to be affixed hereto.

                                     J.P. MORGAN CHASE & CO.



                                     By:  __________________________
                                     Name:   Dina Dublon
                                     Title:  Executive Vice President
                                             and Chief Financial Officer


                    [SEAL]           Attest:  __________________________
                                     Name:    Anthony J. Horan
                                     Title:   Corporate Secretary

AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.


Bankers Trust Company, as Trustee

By:  The Chase Manhattan Bank
     Authenticating Agent

By:___________________
   Authorized Signer



                                       6
<PAGE>
                                  ABBREVIATIONS

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

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

                  UNIF GIFT MIN ACT--.............Custodian............
                                        (Cust)                (Minor)

                        under Uniform Gifts to Minors Act

                        .................................
                                     (State)


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



                                       7
<PAGE>
                          -----------------------------

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

Please Insert Social Security or Other
   Identifying Number of Assignee:

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

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                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                     INCLUDING POSTAL ZIP CODE OF ASSIGNEE:


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the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________
______________________________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.


Dated:  ___________________         _________________________

                                    _________________________

NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever.

SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Security Registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.


                                       8