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<SEC-DOCUMENT>0000950136-01-501316.txt : 20010907
<SEC-HEADER>0000950136-01-501316.hdr.sgml : 20010907
ACCESSION NUMBER:		0000950136-01-501316
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		16
FILED AS OF DATE:		20010906

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			J P MORGAN CHASE & CO
		CENTRAL INDEX KEY:			0000019617
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				132624428
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68500
		FILM NUMBER:		1731787

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		STREET 2:		39TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHASE MANHATTAN CORP /DE/
		DATE OF NAME CHANGE:	19960402

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL BANKING CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL NEW YORK CORP
		DATE OF NAME CHANGE:	19880508

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			J P MORGAN CHASE CAPITAL XIII
		CENTRAL INDEX KEY:			0001158200
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68500-01
		FILM NUMBER:		1731788

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			J P MORGAN CHASE CAPITAL XII
		CENTRAL INDEX KEY:			0001158199
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68500-02
		FILM NUMBER:		1731789

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			J P MORGAN CHASE CAPITAL XI
		CENTRAL INDEX KEY:			0001158198
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68500-03
		FILM NUMBER:		1731790

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			J P MORGAN CHASE CAPITAL X
		CENTRAL INDEX KEY:			0001158197
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68500-04
		FILM NUMBER:		1731791

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

<PAGE>


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2001

                                 Registration Statement Nos. 333-68500,
                                                             333-68500-01,
                                                             333-68500-02,
                                                             333-68500-03 and
                                                             333-68500-04


       Amendment No. 1 to Post-Effective Amendment No. 1 to Registration
                             Statement No. 333-56587

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------
                               AMENDMENT NO. 1 TO

                                    FORM S-3
                               -----------------
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


<TABLE>
<S>                                                                <C>
                         J.P. MORGAN CHASE & CO.                                     J.P. MORGAN CHASE CAPITAL X
    (Exact name of each registrant as specified in its charter)                      J.P. MORGAN CHASE CAPITAL XI
                                                                                     J.P. MORGAN CHASE CAPITAL XII
                                                                                     J.P. MORGAN CHASE CAPITAL XIII
                                                                   (Exact name of registrant as specified in its Trust Agreement)

                              DELAWARE                                                        DELAWARE
  (State or other jurisdiction of incorporation or organization)   (State or other jurisdiction of incorporation or organization)

                             13-2624428                                                      APPLIED FOR
                (I.R.S. Employer Identification No.)                            (I.R.S. Employer Identification No.)
             270 PARK AVENUE, NEW YORK, NEW YORK 10017                               C/O J.P. MORGAN CHASE & CO.
                               (212) 270-6000                                 270 PARK AVENUE, NEW YORK, NEW YORK 10017
   (Address, including zip code, and telephone number, including                           (212) 270-6000
       area code, of registrant's principal executive offices)      (Address, including zip code, and telephone number, including
                                                                       area code, of registrant's principal executive offices)
</TABLE>

                               -----------------
                                ANTHONY J. HORAN
                              CORPORATE SECRETARY
                            J.P. MORGAN CHASE & CO.
                   270 PARK AVENUE, NEW YORK, NEW YORK 10017
                                 (212) 270-6000
(Name, address, including zip code, and telephone number, including area code,
                   of agent for service of each registrant)



<TABLE>
<S>                           <C>                          <C>
                                    WITH COPIES TO:

      NEILA B. RADIN, ESQ.        JEREMIAH L. THOMAS           JOHN WHITE, ESQ.
    J.P. MORGAN CHASE & CO.   SIMPSON THACHER & BARTLETT    CRAVATH, SWAINE & MOORE
         270 PARK AVENUE         425 LEXINGTON AVENUE          825 EIGHTH AVENUE
   NEW YORK, NEW YORK 10017    NEW YORK, NEW YORK 10017    NEW YORK, NEW YORK 10019
        (212) 270-6000              (212) 455-2000              (212) 474-1000
                                  -----------------

</TABLE>


Approximate date of commencement of proposed sale to the public: From time to
time after the registration statement becomes effective as determined by market
conditions and other factors.

                              -----------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]


If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
                                                   (Continued on following page)
- --------------------------------------------------------------------------------

<PAGE>

(Continued from previous page)


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]


If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                        CALCULATION OF REGISTRATION FEE




<TABLE>
<CAPTION>
                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF               AMOUNT TO BE       OFFERING PRICE PER   AGGREGATE OFFERING         AMOUNT OF
      SECURITIES TO BE REGISTERED           REGISTERED(1)           UNIT(1)(2)          PRICE (1) (2)        REGISTRATION FEE
- -------------------------------------- ----------------------- -------------------- -------------------- -----------------------
<S>                                    <C>                     <C>                  <C>                  <C>
 Preferred Securities of J.P. Morgan
  Chase Capital X, J.P. Morgan
  Chase Capital XI, J.P. Morgan
  Chase Capital XII and
  J.P. Morgan Chase Capital XIII .....
- ---------------------------------------
 J.P. Morgan Chase & Co.
  Guarantees with respect to the
  Preferred Securities(3) (4) ........
- ---------------------------------------
 Junior Subordinated Debentures of
  J.P. Morgan Chase & Co.(5) .........
- ---------------------------------------
 Total ...............................    $  2,500,000,000(6)                       2,500,000,000             $   625,000(7)(8)
</TABLE>


(1)   Not specified as to class of securities to be registered pursuant to
      General Instruction II.D of Form S-3 under the Securities Act.

(2)   The proposed maximum offering price per unit will be determined from time
      to time by the registrants in connection with, and at the time of,
      issuance by the registrants of the securities registered hereunder. The
      proposed maximum aggregate offering price reflected in the table has been
      estimated solely for purposes of calculating the registration fee
      pursuant to Rule 457(o) under the Securities Act.

(3)   No separate consideration will be received for the J.P. Morgan Chase &
      Co. guarantees.


(4)   This amendment is deemed to cover the rights of holders of junior
      subordinated debentures of J.P. Morgan Chase & Co. under the indenture,
      the rights of holders of preferred securities of J.P. Morgan Chase
      Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII
      and J.P. Morgan Chase Capital XIII (the "issuers") under each trust
      agreement, and the rights of holders of the preferred securities under
      the guarantees, which, taken together, fully, irrevocably and
      unconditionally guarantee all of the respective obligations of the
      issuers under the preferred securities.

(5)   The junior subordinated debentures to be issued by J.P. Morgan Chase &
      Co. that are covered by this amendment will be purchased by the
      applicable issuer with the proceeds of the sale of the corresponding
      series of preferred securities. The junior subordinated debentures may be
      distributed later, without additional consideration, to the holders of
      each applicable series of preferred securities of each applicable issuer
      if that issuer is dissolved and its assets are distributed to the
      respective holders of those preferred securities in exchange for the
      preferred securities.

(6)   This amendment also covers an indeterminate amount of preferred
      securities of the issuers and related junior subordinated debentures and
      guarantees of J.P. Morgan Chase & Co. that may be offered by affiliates
      of the registrants in connection with offers and sales related to
      secondary market transactions in the securities registered hereby.

(7)   Pursuant to Rule 429 under the Securities Act, this amendment contains a
      prospectus that also relates to the $150,000,000 of preferred securities,
      guarantees and junior subordinated debentures registered on the
      Registration Statement on Form S-3 (No. 333-56587) relating to an
      aggregate of $550,000,000 of preferred securities, guarantees and junior
      subordinated debentures previously filed on June 11, 1998 and declared
      effective on July 17, 1998. This amendment constitutes Amendment No. 1 to
      Post-Effective Amendment No. 1 to that Registration Statement and that
      Post-Effective Amendment shall become effective concurrently with the
      effectiveness of this amendment and in accordance with Section 8(c) of
      the Securities Act.

(8)   Previously paid.


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


     The registrants hereby amend this registration statement on the date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this registration statement shall become effective
on the date that the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.


<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                 SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 2001



PROSPECTUS


                                 $2,650,000,000


                          J.P. MORGAN CHASE CAPITAL X
                          J.P. MORGAN CHASE CAPITAL XI
                         J.P. MORGAN CHASE CAPITAL XII
                         J.P. MORGAN CHASE CAPITAL XIII



                              Preferred Securities
                    fully and unconditionally guaranteed by


                            J.P. MORGAN CHASE & CO.
                                270 Park Avenue
                            New York, New York 10017
                                 (212) 270-6000



                                   ---------
These securities may be offered from time to time, in amounts, on terms and at
prices that will be determined at the time they are offered for sale. These
terms and prices will be described in more detail in one or more supplements to
this prospectus, which will be distributed at the time the securities are
offered.


YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.

                                   ---------
THIS PROSPECTUS MAY NOT BE USED TO SELL ANY OF THE SECURITIES UNLESS IT IS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

                                   ---------
The securities may be sold to or through underwriters, through dealers or
agents, directly to purchasers or through a combination of these methods. If an
offering of securities involves any underwriters, dealers or agents, then the
applicable prospectus supplement will name the underwriters, dealers or agents
and will provide information regarding any fee, commission or discount
arrangements made with those underwriters, dealers or agents.

                                   ---------
These securities are not deposits or other obligations of a bank and are not
insured by the Federal Deposit Insurance Corporation or any other governmental
agency.

                                   ---------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.


                     This prospectus is dated      , 2001
<PAGE>

                             ABOUT THIS PROSPECTUS

       This prospectus is part of a registration statement that J.P. Morgan
Chase & Co. (which may be referred to as "we" or "us") and J.P. Morgan Chase
Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII and J.P.
Morgan Chase Capital XIII have filed with the SEC using a "shelf" registration
process. Under this shelf process, J.P. Morgan Chase Capital X, J.P. Morgan
Chase Capital XI, J.P. Morgan Chase Capital XII or J.P. Morgan Chase Capital
XIII, each of which we refer to as an "issuer", may sell a series of its
preferred securities, guaranteed by our related guarantees, in one or more
offerings up to a total dollar amount of $2,650,000,000. At the time of each
issuance of a series of preferred securities, the issuer will invest the
proceeds of the issuance and of our investment in the common securities of that
issuer in a series of our junior subordinated debentures. This prospectus
provides you with a general description of the preferred securities of the
issuers and of the related guarantees and junior subordinated debentures.

       Each time preferred securities of an issuer are sold, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. References to this prospectus or the
prospectus supplement also mean the information contained in other documents we
have filed with the SEC and have referred you to in this prospectus. If this
prospectus is inconsistent with the prospectus supplement, you should rely on
the prospectus supplement. You should read both this prospectus and any
prospectus supplement together with any additional information that we refer
you to as discussed under "Where You Can Find More Information".


                                       2
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

       We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document which we
file at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov.

       The SEC allows us to "incorporate by reference" in this prospectus the
information that we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below, all reports that we file with the SEC after the date of the initial
filing of the registration statement of which this prospectus is a part, and
any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934 until all of the issuers sell all of the
preferred securities:

o   Annual Report on Form 10-K for the year ended December 31, 2000, as amended;

o   Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001 and
    June 30, 2001; and

o   Current Reports on Form 8-K filed on January 4, 2001, January 24, 2001,
    January 31, 2001, April 5, 2001, April 27, 2001, June 6, 2001 and July 19,
    2001.

       You may request a copy of these filings at no cost by writing or
telephoning J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017,
attention: Office of the Secretary, telephone (212) 270-6000.

       This prospectus does not contain or incorporate by reference any
separate financial statements of the issuers. We do not believe that these
financial statements are required because:

o   all of the voting securities of the issuers will be owned, directly or
    indirectly, by us, a reporting company under the Securities Exchange Act of
    1934, as amended;

o   the issuers have no independent operations but exist for the sole purpose of
    issuing securities representing undivided beneficial ownership interests in
    their respective assets in exchange for junior subordinated debentures
    issued by us; and

o   the obligations of the issuers under the preferred securities are guaranteed
    by us to the extent described in this prospectus.

As such, the issuers are not, and will not become, subject to the informational
reporting requirements of the Securities Exchange Act of 1934.

       You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents.


                                       3
<PAGE>

                            J.P. MORGAN CHASE & CO.

       We are a financial holding company headquartered in New York, New York.
On December 31, 2000, J.P. Morgan & Co. Incorporated ("heritage J.P. Morgan")
merged with and into The Chase Manhattan Corporation ("Chase"). Upon completion
of the merger, Chase changed its name to "J.P. Morgan Chase & Co.".

       As of June 30, 2001, J.P. Morgan Chase had approximately $713 billion in
assets and approximately $42 billion in stockholders' equity.


       Our principal executive office is located at 270 Park Avenue, New York,
New York 10017 and our telephone number is (212) 270-6000.

                                  THE ISSUERS

PURPOSE AND OWNERSHIP OF THE ISSUERS

       Each of the issuers is a business trust recently organized under
Delaware law by us and the trustees of the issuers. The issuers are being
established solely for the following purposes:

o   to issue and sell the preferred securities, which represent undivided
    beneficial ownership interests in the assets of each issuer, and to use the
    proceeds from that sale and the sale of the common securities referred to
    below, which also represent undivided beneficial ownership interests in the
    assets of each issuer, to purchase the corresponding junior subordinated
    debentures;

o   to issue and sell the common securities to us in a total liquidation amount
    equal to not less than 3% of the total capital of each issuer; and

o   to engage in other activities that are directly related to the activities
    described above, such as registering the transfer of the preferred
    securities.

       Because each issuer is being established only for the purposes listed
above, the applicable series of junior subordinated debentures will be the sole
assets of the applicable issuer, and payments under the junior subordinated
debentures will be the sole source of income to that issuer.

       As issuer of the junior subordinated debentures, and as borrower, we
will pay:

o   all fees and expenses related to each issuer and the offering of each
    issuer's preferred securities; and

o   all ongoing costs, expenses and liabilities of the issuers.

       Each issuer will offer the preferred securities to you by use of this
prospectus and an applicable prospectus supplement and we will retain all of
the common securities. The common securities will rank equally with the
preferred securities, except that the common securities will be subordinated to
the preferred securities to the extent and under the circumstances described
below under "Description of the Preferred Securities--Subordination of Common
Securities."

       Each issuer will have a term of approximately 55 years but may dissolve
earlier as provided in the applicable trust agreement.

       For so long as the preferred securities remain outstanding, we will
promise to:

o   cause each issuer to remain a business trust and not to voluntarily
    dissolve, wind-up, liquidate or be terminated, except as permitted by the
    relevant trust agreement;

o   own directly or indirectly all of the common securities;

o   use our commercially reasonable efforts to ensure that each issuer will not
    be an "investment company" for purposes of the Investment Company Act of
    1940; and

o   take no action that would be reasonably likely to cause any issuer to be
    classified as other than a grantor trust for United States federal income
    tax purposes.


THE TRUSTEES

       Each issuer's business and affairs will be conducted by its four
trustees: the property trustee, the Delaware trustee and two administrative
trustees. We refer to these trustees collectively as the "issuer trustees." In
each case, the two administrative trustees of


                                       4
<PAGE>

each issuer will be individuals who are our employees. The property trustee of
each issuer will act as sole trustee under each trust agreement for purposes of
the Trust Indenture Act of 1939 and will act as trustee under the guarantees
and the indenture.

       We, as owner of the common securities of each issuer, have the sole
right to appoint, remove and replace any of the issuer trustees unless an event
of default occurs under the indenture. In that event, the holders of a majority
in liquidation amount of the applicable preferred securities will have the
right to remove and appoint the property trustee and the Delaware trustee.

       Each issuer is a legally separate entity and the assets of one are not
available to satisfy the obligations of any of the others or of any other
statutory business trust the common securities of which are owned by us.


OFFICES OF THE ISSUERS

       The principal executive office of each issuer is 270 Park Avenue, New
York, New York 10017 and its telephone number is (212) 270-6000.

                                USE OF PROCEEDS

       Except as otherwise may be described in a prospectus supplement
accompanying this prospectus, we expect to use the proceeds from the sale of
the junior subordinated debentures for general corporate purposes, including
investments in or loans to our subsidiaries, refinancing of debt, redemption or
repurchase of shares of our outstanding common and preferred stock or for the
satisfaction of other obligations.

     RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED
            FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS


<TABLE>
<CAPTION>
                                             SIX MONTHS
                                               ENDED
                                              JUNE 30,                     YEAR ENDED DECEMBER 31,
                                            -----------   ---------------------------------------------------------
                                                2001         2000        1999        1998        1997        1996
<S>                                         <C>           <C>         <C>         <C>         <C>         <C>
Earnings to fixed charges:
 Excluding interest on deposits .........        1.31     1.52        1.93        1.46        1.53        1.50
 Including interest on deposits .........        1.19     1.31        1.54        1.29        1.33        1.29

Earnings to combined fixed charges and
 preferred stock dividend requirements
 Excluding interest on deposits .........        1.30     1.51        1.90        1.45        1.51        1.47
 Including interest on deposits .........        1.19     1.31        1.53        1.28        1.32        1.28

</TABLE>

       For purposes of computing the above ratios, earnings represent income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one-third (the portion deemed representative of the interest
factor) of rents, net of income from subleases, and capitalized interest. Fixed
charges, including interest on deposits, include all interest expense,
one-third (the portion deemed representative of the interest factor) of rents,
net of income from subleases and capitalized interest.


                                       5
<PAGE>

                    DESCRIPTION OF THE PREFERRED SECURITIES

     The following description of the terms and provisions of the preferred
securities summarizes the general terms that will apply to each series of
preferred securities. This description is not complete, and we refer you to the
trust agreement for each issuer, a form of which we filed as an exhibit to the
registration statement of which this prospectus is a part.

FORMATION OF ISSUERS

       When an issuer issues a series of preferred securities, the trust
agreement relating to that issuer will contain, and the prospectus supplement
relating to that series will summarize, the terms and other provisions relating
to that series of preferred securities. Each issuer will issue only one series
of preferred securities.

       The trust agreement of each issuer will be qualified as an indenture
under the Trust Indenture Act of 1939. Unless the applicable prospectus
supplement states otherwise, The Bank of New York will act as property trustee
and Delaware trustee under each relevant trust agreement.

       Each series of preferred securities will represent undivided beneficial
ownership interests in the assets of the applicable issuer. The holders of the
preferred securities will be entitled to a preference over the corresponding
series of common securities in distributions from the applicable issuer and
amounts payable on redemption or liquidation of the issuer under the
circumstances described under "--Subordination of Common Securities", as well
as other benefits as described in the relevant trust agreement.

SPECIFIC TERMS OF EACH SERIES

       When an issuer issues a series of preferred securities, the prospectus
supplement relating to that new series will summarize the particular amount,
price and other terms and provisions of that series of preferred securities.
Those terms may include the following:

 o  the distinctive designation of the preferred securities;

 o  the number of preferred securities issued by the applicable issuer and the
    liquidation value of each preferred security;

 o  the annual distribution rate (or method of determining that rate) for
    preferred securities issued by the applicable issuer and the date or dates
    upon which those distributions will be payable;

 o  whether distributions on preferred securities issued by the applicable
    issuer may be deferred and, if so, the maximum number of distributions
    that may be deferred and the terms and conditions of those deferrals;

 o  whether distributions on preferred securities issued by the applicable
    issuer will be cumulative, and, in the case of preferred securities having
    such cumulative distribution rights, the date or dates or method of
    determining the date or dates from which distributions on preferred
    securities issued by that issuer will be cumulative;

 o  the amount or amounts which will be paid out of the assets of the
    applicable issuer to the holders of preferred securities of the issuer
    upon voluntary or involuntary dissolution, winding up or termination of
    the applicable issuer;

 o  the obligation, if any, of the applicable issuer to purchase or redeem
    preferred securities issued by the applicable issuer and the price or
    prices at which, the period or periods within which, and the terms and
    conditions upon which preferred securities issued by the applicable issuer
    will be purchased or redeemed, in whole or in part, in accordance with
    that obligation;

 o  the denominations in which any preferred securities of the series will be
    issuable, if other than denominations of $25 or any integral multiple of
    $25;

 o  the voting rights, if any, of preferred securities issued by the applicable
    issuer in addition to those required by law, including the number of votes
    per preferred security and any requirement for the approval by the holders
    of preferred securities as a condition to a specified action or amendment
    to the relevant trust agreement; and

 o  any other relevant rights, preferences, privileges, limitations or
    restrictions of preferred securities issued by the applicable issuer,
    consistent with the governing documents of the issuer and with applicable
    law.


                                       6
<PAGE>

       All preferred securities an issuer offers will be guaranteed by us to
the extent set forth below under the caption "Description of the Guarantees" in
this prospectus. The applicable prospectus supplement will also describe the
United States federal income tax considerations applicable to each offering of
preferred securities.


REDEMPTION OR EXCHANGE

       Upon the redemption or repayment of any corresponding series of junior
subordinated debentures owned by an issuer, the issuer will use the proceeds
from that redemption or repayment to redeem preferred securities and common
securities having an aggregate liquidation amount equal to the principal amount
of the junior subordinated debentures redeemed for a redemption price equal to
their liquidation amount plus accumulated and unpaid distribution payments on
the securities redeemed to the date of redemption. Except to the extent
described under "--Subordination of Common Securities" below, the preferred
securities and common securities will be redeemed in proportion to their
respective aggregate liquidation amounts outstanding.

       We have the right to dissolve an issuer at any time and, after
satisfaction of its liabilities to its creditors as provided under applicable
law, to cause the issuer to distribute the junior subordinated debentures owned
by it to the holders of that issuer's preferred and common securities in
exchange for those securities.


SUBORDINATION OF COMMON SECURITIES

       In connection with the issuance of preferred securities, each issuer
will also issue a new series of common securities to us. Except as described
below or in the applicable prospectus supplement, the common securities will be
entitled to receive distributions on the same dates and at the same rate and
otherwise have substantially identical terms as the preferred securities.

       If on any distribution date or redemption date for the preferred and
common securities, an event of default has occurred and is continuing under the
indenture for the corresponding junior subordinated debentures, the applicable
issuer may not make any distribution payment and may not make any other payment
for the redemption, liquidation or acquisition of the common securities unless
the applicable issuer has paid in full, or provided for full payment of:

 o  all accumulated and unpaid distributions on all of the issuer's preferred
    securities; and

 o  in the case of a redemption or liquidation, the full redemption price of
    all preferred securities called for redemption or the full liquidation
    price of all preferred securities.

       If an event of default under the trust agreement occurs as a result of
the occurrence of an event of default under the indenture, as holder of the
common securities, we will be deemed to have waived our right to take action
with respect to that event of default until all events of default with respect
to the preferred securities are cured, waived or otherwise eliminated. Until
that cure, waiver or elimination, the property trustee will act solely on
behalf of the holders of the preferred securities and not on our behalf, and
only the holders of the preferred securities will have the right to direct the
property trustee regarding remedies under the relevant trust agreement.


LIQUIDATION DISTRIBUTION UPON DISSOLUTION

       Each trust agreement will provide that the relevant issuer will dissolve
on the first to occur of the following events:

 o  specified events relating to our bankruptcy, dissolution or liquidation;

 o  our election to distribute junior subordinated debentures to the holders of
    the preferred securities and common securities as described above under
    "--Redemption or Exchange";

 o  the mandatory redemption of the issuer's preferred and common securities as
    described above under "--Redemption or Exchange"; and

 o  the entry of a court order for the dissolution of the issuer.

       Upon an early dissolution event described above, other than an early
dissolution resulting from a mandatory redemption of the issuer's preferred and
common securities, the issuer trustees will liquidate the issuer as soon as
possible by distributing the related junior subordinated debentures to the
holders of preferred securities and common securities. If


                                       7
<PAGE>

the property trustee determines that such a distribution is not practical,
after satisfaction of the issuer's liabilities to its creditors under
applicable law, the holders of the preferred securities and common securities
will be entitled to receive the liquidation amount of their securities, plus
accumulated and unpaid dividends to the date of payment. Except as described
under "--Subordination of Common Securities" above, that payment will be made
to the holders of the preferred securities and common securities in proportion
to their respective aggregate liquidation amounts outstanding.


EVENTS OF DEFAULT; NOTICE

       Any one of the following events constitutes an event of default under
the applicable trust agreement:

 o  the occurrence of an event of default under the indenture;

 o  a default by the issuer in the payment of any distribution on the preferred
    securities or common securities and continuance of that default for 30
    days;

 o  a default by the issuer in the payment of any redemption price of any
    preferred security or common security when it becomes due and payable;

 o  a default in the performance of any other agreement or warranty of the
    issuer trustees in the trust agreement and the continuance of that default
    for 90 days after notice to the defaulting issuer trustee or trustees by
    the holders of at least 25% in aggregate liquidation amount of the
    outstanding preferred securities; or

 o  the occurrence of events of bankruptcy or insolvency relating to the
    property trustee and our failure to appoint a successor property trustee
    within 90 days.

       Within 10 business days after the occurrence of an event of default
under the trust agreement actually known to the property trustee, the property
trustee will transmit notice of the event of default to the holders of the
preferred securities, the administrative trustees and us. The existence of an
event of default does not entitle the holders of preferred securities to
accelerate the maturity of those securities.

LIMITATION ON CONSOLIDATIONS, MERGERS AND SALE OF ASSETS

       Except as contemplated in "--Liquidation Distribution Upon Dissolution",
an issuer may not merge with or into, consolidate or amalgamate with, or sell
or lease substantially all of its properties and assets to any corporation or
other entity, unless:

 o  a majority of the administrative trustees consent to the proposed
    transaction;

 o  the successor assumes all of the obligations of the issuer regarding the
    preferred securities or substitutes other securities for the preferred
    securities with substantially the same terms;

 o  we appoint a trustee of the successor possessing the same powers and duties
    as the property trustee;

 o  if successor securities are issued, those securities are listed on the same
    national securities exchange or other organization on which the preferred
    securities were listed;

 o  the transaction does not cause the ratings, if any, on the preferred
    securities or the successor securities to be downgraded by a nationally
    recognized ratings organization;

 o  the transaction does not adversely affect the rights, preferences or
    privileges of the holders of the preferred securities in any material
    respect;

 o  the successor has a purpose substantially identical to that of the issuer;

 o  independent counsel to the issuer delivers an opinion that:

        o  the transaction does not adversely affect the rights, preferences or
           privileges of the holders of the preferred securities in any
           material respect; and

        o  following the transaction, neither the successor nor the issuer
           would have to register as an "investment company" under the
           Investment Company Act of 1940;

 o  we, or a successor which will own all of the common securities of the
    issuer or its successor, will guarantee the preferred securities, or the
    successor securities, to the same extent as the preferred securities are
    guaranteed by the guarantee; and


                                       8
<PAGE>

 o  the issuer and the successor would each continue to be classified as a
    grantor trust for United States federal income tax purposes, unless each
    holder of preferred securities consents to a change in that
    classification.


VOTING RIGHTS; AMENDMENT OF EACH TRUST
AGREEMENT

       Except as provided below and under "Description of the Guarantees--
Amendments", and "Description of the Junior Subordinated Debentures--
Modification of Indenture" as a holder of preferred securities you will not
have any voting rights.

       We, the property trustee and the administrative trustees may, without
the consent of the holders of the preferred securities, amend the applicable
trust agreement to cure any ambiguity or correct or supplement inconsistent
provisions or to modify the trust agreement to the extent necessary to ensure
that the issuer is classified as a grantor trust. However, we may not amend any
applicable trust agreement in any manner that would adversely affect in any
material respect the interests of the holders of the preferred securities.

       We and the issuer trustees may also amend an applicable trust agreement
with the consent of holders of a majority of the aggregate liquidation amount
of the preferred and common securities of the applicable issuer upon receipt of
an opinion of counsel that the amendment will not affect the issuer's status as
a grantor trust or its exemption under the Investment Company Act of 1940.
Without the consent of each holder affected by the amendment, no amendment
will:

 o  change the amount or timing of any distribution on the common securities or
    the preferred securities;

 o  otherwise adversely affect the amount of any required distribution; or

 o  restrict the right of a holder of preferred securities or common securities
    to institute suit to enforce payment.

       For so long as any junior subordinated debentures are held by the
property trustee, the issuer trustees will not take any of the following
actions without the consent of the holders of a majority of the aggregate
liquidation amount of the preferred securities:

 o  direct the time, method or place for conducting any proceeding for any
    remedy or executing any trust or power conferred on the property trustee;

 o  waive any past default that is waivable under the indenture;

 o  rescind or annul any declaration that the principal of the junior
    subordinated debentures is due; or

 o  consent to any modification or termination of the indenture or the junior
    subordinated debentures.

However, in the case of any action that would require the consent of each
affected holder of junior subordinated debentures under the indenture, the
property trustee will not give any such consent without the consent of each
holder of the corresponding preferred securities.

       Preferred securities owned by us, an issuer trustee or any of our or
their affiliates will not be treated as outstanding for purposes of the above
provisions.

       In addition to the required consents described above, the issuer
trustees must obtain an opinion of counsel experienced in the relevant matters
that the action would not cause the issuer to be classified as other than a
grantor trust for United States federal income tax purposes.

       The issuer trustees will not revoke any action approved by a vote of the
holders of the preferred securities except by subsequent vote of the holders of
the preferred securities.

       The property trustee must give notice to the holders of preferred
securities of any notice of default with respect to the corresponding junior
subordinated debentures.


PAYMENT AND PAYING AGENT

       The paying agent for the relevant issuer will make payments on
definitive, certificated preferred securities by check mailed to the address of
the holder entitled to that payment at the holder's address as it appears in
the preferred securities register. The paying agent will make payment on global
preferred securities as specified under "--Global Preferred Securities;
Book-Entry Issuance" below. Unless otherwise specified in the applicable
prospectus supplement, the property


                                       9
<PAGE>

trustee will act as paying agent for the preferred securities. In the event the
property trustee ceases to be the paying agent, the administrative trustees of
the issuer will appoint a successor bank or trust company acceptable to us to
act as paying agent.


REGISTRAR AND TRANSFER AGENT

       Unless otherwise specified in the applicable prospectus supplement, the
property trustee will act as registrar and transfer agent for the preferred
securities.

       The registrar will not impose any charge for registration of transfer
but will require the payment of any governmental or other charges that may be
imposed in connection with the transfer or exchange.

       An issuer is not required to register transfers of the preferred
securities after the preferred securities have been called for redemption.


INFORMATION CONCERNING THE PROPERTY TRUSTEE

       Other than the duty to act with the required standard of care during an
event of default under the trust agreement, the property trustee is required to
perform only those duties that are specifically set forth in the trust
agreement and is not required to exercise any of its powers at the request of
any holder of preferred securities unless it is offered reasonable indemnity
for the costs incurred by it.


MISCELLANEOUS

       The administrative trustees are authorized and directed to conduct the
affairs of each issuer in a way that:

 o  will not cause the issuer to be deemed an investment company required to
    register under the Investment Company Act of 1940;

 o  will not cause the issuer to be classified as other than a grantor trust
    for United States federal income tax purposes; and

 o  will cause the junior subordinated debentures to be treated as indebtedness
    for United States federal income tax purposes.

       No issuer may borrow money or issue debt or mortgage or pledge any of
its assets.

       Holders of the preferred securities do not have preemptive or similar
rights.


GOVERNING LAW

       Each trust agreement and the related preferred securities will be
governed by and construed in accordance with the laws of the State of Delaware.



                                       10
<PAGE>

               GLOBAL PREFERRED SECURITIES; BOOK-ENTRY ISSUANCE

GLOBAL PREFERRED SECURITIES

       Each issuer may issue its preferred securities in the form of one or
more global securities, which we will refer to as the "global preferred
securities," that will be deposited with or on behalf of a depositary. Unless
otherwise indicated in the applicable prospectus supplement, the depositary
with respect to the global preferred securities of the relevant issuer will be
The Depository Trust Company ("DTC"), and the following is a summary of the
depositary arrangements applicable to those global preferred securities.

       Each global preferred security will be deposited with or on behalf of
DTC or its nominee and will be registered in the name of a nominee of DTC.
Except under the limited circumstances described below, global preferred
securities will not be exchangeable for definitive, certificated preferred
securities.

       Only institutions that have accounts with DTC, which we refer to as "DTC
participants", or persons that may hold interests through DTC participants may
own beneficial interests in a global preferred security. DTC will maintain
records reflecting ownership of beneficial interests in the global preferred
securities by persons that hold through those DTC participants and transfers of
those ownership interests within those DTC participants. DTC will have no
knowledge of the actual beneficial owners of the preferred securities. The laws
of some jurisdictions require that some types of purchasers take physical
delivery of securities in definitive form. Those laws may impair your ability
to transfer beneficial interests in a global preferred security.

       DTC has advised us that upon the issuance of a global preferred security
and the deposit of that global preferred security with or on behalf of DTC, DTC
will credit on its book-entry registration and transfer system, the respective
liquidation amount represented by that global preferred security to the
accounts of the DTC participants.

       The issuer will make distributions and other payments on the global
preferred securities to DTC or its nominee as the registered owner of the
global preferred security. We expect that DTC will, upon receipt of any
distribution, redemption or other payment on a global preferred security,
immediately credit the DTC participants' accounts with payments in proportion
to their beneficial interests in the global preferred security, as shown on the
records of DTC or its nominee. We also expect that standing instructions and
customary practices will govern payments by DTC participants to owners of
beneficial interests in the global preferred securities held through those
participants, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name." The DTC participants
will be responsible for those payments.

       Neither we nor any of the issuers, the property trustee, paying agent,
registrar nor any of their respective agents will have any responsibility or
liability for any aspect of the records of DTC, any nominee or any DTC
participant relating to beneficial interests in a global preferred security or
for any payments made on any global preferred security.

       Except as provided below, as an owner of a beneficial interest in a
global preferred security, you will not be entitled to receive physical
delivery of preferred securities in definitive form and will not be considered
a holder of preferred securities for any purpose under the applicable trust
agreement. Accordingly, you must rely on the procedures of DTC and the DTC
participant through which you own your interest to exercise any rights of a
holder of preferred securities under the applicable trust agreement.

       We understand that, under existing industry practices, in the event that
an issuer requests any action of holders, or an owner of a beneficial interest
in a global preferred security desires to take any action that a holder is
entitled to take under the applicable trust agreement, DTC would authorize the
DTC participants holding the relevant beneficial interests to take that action,
and those DTC participants would authorize beneficial owners owning through
them to take that action or would otherwise act upon the instructions of the
beneficial owners owning through them.

       A global preferred security is exchangeable for definitive preferred
securities registered in the name of persons other than DTC only if:


                                       11
<PAGE>

 o  DTC is unwilling, unable or ineligible to continue as depositary and a
    successor depositary is not appointed within 90 days; or

 o  the applicable issuer, in its sole discretion, determines that the
    preferred securities issued in the form of one or more global preferred
    securities will no longer be represented by a global preferred security.

       A global preferred security that is exchangeable as described in the
preceding paragraph will be exchangeable in whole for definitive, certificated
preferred securities in registered form of like tenor and of an equal aggregate
liquidation amount and in a denomination equal to the liquidation amount per
preferred security specified in the applicable prospectus supplement or in
integral multiples of that denomination. The registrar will register the
definitive preferred securities in the name or names instructed by DTC. We
expect that those instructions may be based upon directions received by DTC
from DTC participants with respect to ownership of beneficial interests in the
global preferred securities.

       DTC has advised us that it is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the Securities Exchange Act of 1934. DTC
holds securities that DTC participants deposit with DTC. DTC also facilitates
the settlement of securities transactions among DTC participants in deposited
securities, such as transfers and pledges, through electronic computerized
book-entry changes in accounts of the DTC participants, thereby eliminating the
need for physical movement of securities certificates. DTC participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and various other organizations. DTC is owned by a number of its participants
and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and
the National Association of Securities Dealers, Inc. (the "NASD"). Access to
DTC's system is also available to others, such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a DTC participant, either directly or indirectly. The rules
applicable to DTC and DTC participants are on file with the SEC.


HOLDING BENEFICIAL INTERESTS OVERSEAS THROUGH EUROCLEAR AND CLEARSTREAM

       If specified in the applicable prospectus supplement, you may elect to
hold interests in a particular series of preferred securities outside the
United States through Clearstream Banking, societe anonyme ("Clearstream") or
Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear"),
if you are a participant in or customer of the relevant system, or indirectly
through an organization that is a participant in or customer of the relevant
system. Clearstream and Euroclear will hold interests on behalf of their
participants and customers through customer securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries. Those depositaries will in turn hold those interests in customer
securities accounts in the depositaries' names on the books of DTC. Unless
otherwise specified in the applicable prospectus supplement, The Bank of New
York will act as depositary for each of Clearstream and Euroclear.

       Clearstream has advised us that it is incorporated under the laws of
Luxembourg as a bank. Clearstream holds securities for its customers and
facilitates the clearance and settlement of securities transactions between its
customers through electronic book-entry transfers between their accounts.
Clearstream provides its customers with, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream interfaces with
domestic securities markets in over 30 countries through established depository
and custodial relationships. As a bank, Clearstream is subject to regulation by
the Luxembourg Commission for the Supervision of the Financial Sector, also
known as the Commission de Surveillance du Sector Financier. Its customers are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and other organizations. Its customers in the United States are limited to
securities brokers


                                       12
<PAGE>

and dealers and banks. Indirect access to Clearstream is also available to
other institutions such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with Clearstream customers.

       Clearstream will credit distributions with respect to interests in
global preferred securities held through Clearstream to cash accounts of its
customers in accordance with its rules and procedures to the extent received by
the U.S. depositary for Clearstream.

       Euroclear has advised us that it was created in 1968 to hold securities
for its participants and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and cash. Euroclear
provides various other services, including securities lending and borrowing,
and interfaces with domestic markets in several countries. Euroclear is
operated by Euroclear Bank S.A./N.V. (the "Euroclear operator"). Euroclear
Clearance Systems S.C. establishes policy for Euroclear on behalf of Euroclear
participants. Euroclear participants include banks, including central banks,
securities brokers and dealers and other professional financial intermediaries.
Indirect access to Euroclear is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear participant,
either directly or indirectly.

       Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the terms and conditions governing use of Euroclear
and the related operating procedures of Euroclear and applicable Belgian law.
These terms, conditions and procedures govern transfers of securities and cash
within Euroclear, withdrawals of securities and cash from Euroclear and
receipts of payments with respect to securities in Euroclear. All securities in
Euroclear are held on a fungible basis without attribution of specific
securities clearance accounts. The Euroclear operator acts under the terms and
conditions applicable only on behalf of Euroclear participants and has no
record of or relationship with persons holding through Euroclear participants.

       Euroclear will credit distributions with respect to interests in global
preferred securities held beneficially through Euroclear to the cash accounts
of Euroclear participants in accordance with Euroclear's terms and conditions
and operating procedures and applicable Belgian law, to the extent received by
the U.S. depositary for Euroclear.

       Euroclear has further advised us that investors that acquire, hold and
transfer interests in global preferred securities by book-entry through
accounts with the Euroclear operator or any other securities intermediary are
subject to the laws and contractual provisions governing their relationship
with their intermediary, as well as the laws and contractual provisions
governing the relationship between that intermediary and each other
intermediary, if any, standing between themselves and the global preferred
securities.

       The Euroclear operator has advised that, under Belgian law, investors
that are credited with securities on the records of the Euroclear operator have
a co-property right in the fungible pool of interests in securities on deposit
with the Euroclear operator in an amount equal to the amount of interests in
securities credited to their accounts. In the event of the insolvency of the
Euroclear operator, Euroclear participants would have a right under Belgian law
to the return of the amount and type of interest credited to their accounts
with the Euroclear operator. If the Euroclear operator did not have on deposit
a sufficient amount of interest in securities of a particular type to cover the
claims of all participants credited with those interests in securities on the
Euroclear operator's records, all participants having an amount of interest in
securities of that type credited to their accounts with the Euroclear operator
would have the right under Belgian law to the return of their pro rata share of
the amount of interest in securities actually on deposit.

       Under Belgian law, the Euroclear operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it, such
as dividends, voting rights and other entitlements, to any person credited with
those interests in securities on its records.

GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES

       Unless otherwise specified in the applicable prospectus supplement,
initial settlement for


                                       13
<PAGE>

global preferred securities will be made in immediately available funds. DTC
participants will conduct secondary market trading with other DTC participants
in the ordinary way in accordance with DTC's rules. These secondary market
trades will settle in immediately available funds using DTC's same day funds
settlement system.

       If the prospectus supplement specifies that interests in the global
preferred securities may be held through Clearstream or Euroclear, Clearstream
customers and/or Euroclear participants will conduct secondary market trading
with other Clearstream customers and/or Euroclear participants in the ordinary
way in accordance with the applicable rules and operating procedures of
Clearstream and Euroclear. These secondary market trades will settle in
immediately available funds.

       Cross-market transfers between persons holding directly or indirectly
through DTC participants on the one hand, and directly or indirectly through
Clearstream customers or Euroclear participants on the other, will be effected
in DTC in accordance with DTC's rules on behalf of the relevant European
international clearing system by the U.S. depositary for that system; however,
those cross-market transactions will require delivery by the counterparty in
the relevant European international clearing system of instructions to that
system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system
will, if the transaction meets its settlement requirements, deliver
instructions to the U.S. depositary for that system to take action to effect
final settlement on its behalf by delivering or receiving interests in global
preferred securities in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC. Clearstream
customers and Euroclear participants may not deliver instructions directly to
DTC.

       Because of time-zone differences, credits of interests in global
preferred securities received in Clearstream or Euroclear as a result of a
transaction with a DTC participant will be made during subsequent securities
settlement processing and will be credited the business day following the DTC
settlement date. Those credits or any transactions in global preferred
securities settled during that processing will be reported to the relevant
Euroclear participant or Clearstream customer on that business day. Cash
received in Clearstream or Euroclear as a result of sales of interests in
global preferred securities by or through a Clearstream participant or
Euroclear participant to a DTC customer will be received with value on the DTC
settlement date but will be available in the relevant Clearstream or Euroclear
cash account only as of the business day following settlement in DTC.

       Although DTC, Clearstream and Euroclear have agreed to the procedures
described above in order to facilitate transfers of interests in global
preferred securities among DTC participants, Clearstream and Euroclear, they
are under no obligation to perform those procedures and those procedures may be
discontinued at any time.



                                       14
<PAGE>

                         DESCRIPTION OF THE GUARANTEES

     The following description of the terms and provisions of the guarantees
summarizes the general terms that will apply to each guarantee that we deliver
in connection with a series of preferred securities. This description is not
complete, and we refer you to the form of the guarantee agreement, a copy of
which we filed as an exhibit to the registration statement of which this
prospectus is a part.

       When an issuer sells a series of its preferred securities, we will
execute and deliver a guarantee of that series of preferred securities under a
guarantee agreement for the benefit of the holders of those preferred
securities. Only one guarantee will be issued by us in connection with the
issuance of preferred securities by the applicable issuer. Each guarantee
agreement will be qualified as an indenture under the Trust Indenture Act of
1939. Unless the applicable prospectus supplement states otherwise, The Bank of
New York will act as guarantee trustee under each guarantee agreement.

SPECIFIC TERMS OF THE GUARANTEES

       Except as stated in the applicable prospectus supplement, we will
irrevocably and unconditionally agree to pay in full the following payments or
distributions on each corresponding series of preferred securities, to the
extent that they are not paid by, or on behalf of, the applicable issuer:

 o    any accumulated and unpaid distributions required to be paid on the
      preferred securities, to the extent that the applicable issuer has
      sufficient funds available for those payments at the time;

 o    the redemption price regarding any preferred securities called for
      redemption, to the extent that the applicable issuer has sufficient funds
      available for those redemption payments at the time; and

 o    upon a voluntary or involuntary dissolution, winding up or liquidation of
      the applicable issuer, unless the corresponding series of junior
      subordinated debentures is distributed to holders of the preferred
      securities, the lesser of:

        o     the total liquidation amount of the preferred securities and all
              accumulated and unpaid distributions on them to the date of
              payment; and

        o     the amount of assets of the applicable issuer remaining available
              for distribution to holders of the preferred securities after
              satisfaction of liabilities to creditors.

       We may satisfy our obligation to make the payments described above by
direct payment of the required amounts by us to the holders of the applicable
preferred securities or by causing the applicable issuer to pay those amounts
to the holders. In addition, our obligation to make the payments described
above will exist regardless of any defense, right of setoff or counterclaim
that the applicable issuer may have or assert, other than the defense of
payment.

       Each guarantee will apply only to the extent that the applicable issuer
has sufficient funds available to make the required payments. If we do not make
interest payments on the junior subordinated debentures held by the applicable
issuer, then the issuer will not be able to pay distributions on the preferred
securities issued by the issuer and will not have funds legally available for
those payments. In that event, the remedy of a holder of a series of preferred
securities is to institute legal proceedings directly against us as permitted
under the indenture for the related series of junior subordinated debentures.


NATURE OF THE GUARANTEE

       We will, through the relevant trust agreement, the guarantee, the junior
subordinated debentures and the indenture, taken together, fully and
unconditionally guarantee the applicable issuer's obligations under the
preferred securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes this
guarantee. It is only the combined operation of these documents that has the
effect of providing a full and unconditional guarantee of the applicable
issuer's obligations under the preferred securities.

       Each guarantee will constitute a guarantee of payment and not of
collection. This means that the guaranteed party may institute a legal
proceeding directly against us to enforce its rights under a guarantee without
first instituting a legal proceeding against any other person or


                                       15
<PAGE>

entity. In addition, each guarantee will not be discharged except by payment in
full of the amounts due under it to the extent they have not been paid by the
applicable issuer or upon distribution of junior subordinated debentures to the
holders of the preferred securities in exchange for all of the preferred
securities.


RANKING

       Each guarantee will constitute our unsecured obligation and will rank
subordinate and junior in right of payment to all of our other liabilities to
the same extent as the junior subordinated debentures.

       The guarantees will not place a limitation on the amount of additional
senior debt that may be incurred by us.


AMENDMENTS

       Unless otherwise specified in the applicable prospectus supplement, each
guarantee may be amended under the following two circumstances:

 o    regarding changes to the guarantee that do not materially adversely
      affect the rights of holders of the applicable preferred securities, no
      consent of those holders will be required; and

 o    all other amendments to the guarantee may be made only with the prior
      approval of the holders of not less than a majority of the total
      liquidation amount of the outstanding preferred securities to which the
      guarantee relates.

       The manner of obtaining the necessary approvals to amend a guarantee are
the same as for holders of the preferred securities, which are described above
under "Description of the Preferred Securities--Voting Rights; Amendment of
Each Trust Agreement".


ASSIGNMENT

       All guarantees and agreements contained in a guarantee will bind our
successors, assigns, receivers, trustees and representatives and will inure to
the benefit of the holders of the related preferred securities then
outstanding.

EVENTS OF DEFAULT AND REMEDIES

       An event of default under a guarantee will occur upon our failure to
make any of our payments or perform any of our other obligations under it.

       The holders of not less than a majority in total liquidation amount of
the preferred securities to which a guarantee relates have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the guarantee trustee regarding the guarantee or to direct the
exercise of any trust or power conferred upon the guarantee trustee under the
guarantee.

       If the guarantee trustee fails to enforce a guarantee, then any holder
of the corresponding series of preferred securities may institute a legal
proceeding directly against us to enforce its rights under that guarantee,
without first instituting a legal proceeding against the applicable issuer that
issued the preferred securities, the guarantee trustee or any other person or
entity.


INFORMATION CONCERNING THE GUARANTEE TRUSTEE

       The guarantee trustee, other than during the occurrence and continuance
of a default by us in the performance of a guarantee, undertakes to perform
only the duties that are specifically set forth in the guarantee. After a
default under the guarantee, the guarantee trustee must exercise the same
degree of care and skill as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. Subject to this provision, the
guarantee trustee is under no obligation to exercise any of the powers vested
in it by a guarantee at the request of any holder of preferred securities to
which the guarantee relates unless it is offered reasonable indemnity against
the costs, expenses and liabilities that might be incurred by that action.


TERMINATION OF THE GUARANTEES

       Each guarantee will terminate upon any of the following events:

 o    the full payment of the redemption price of all preferred securities of
      the applicable issuer;

 o    the full payment of the amounts payable upon liquidation of the
      applicable issuer; or

 o    the distribution of the junior subordinated debentures held by the
      applicable issuer to the holders of the preferred securities of the
      issuer in exchange for all of the preferred securities of the issuer.


                                       16
<PAGE>

       Each guarantee will continue to be effective or will be reinstated, if
at any time any holder of related preferred securities issued by the applicable
issuer is required to restore payment of any sums paid under the applicable
preferred securities or the guarantee.

GOVERNING LAW


       The guarantees will be governed by and construed in accordance with the
laws of the State of New York.

               DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

     The following description of the terms and provisions of our junior
subordinated debentures summarizes the general terms that will apply to each
series of junior subordinated debentures that will be issued and sold by us and
purchased by the applicable issuer that issues the corresponding series of
preferred securities. This description is not complete, and we refer you to the
indenture and the form of the junior subordinated debentures, forms of which we
filed as exhibits to the registration statement of which this prospectus is a
part.

       Unless otherwise specified in the applicable prospectus supplement, each
time an issuer issues a series of preferred securities, we will issue a new
series of junior subordinated debentures. Each series of junior subordinated
debentures will be issued under an indenture between us and The Bank of New
York, as debenture trustee. There is no limit on the aggregate principal amount
of junior subordinated debentures we may issue, and we may issue the junior
subordinated debentures from time to time in one or more series under a
supplemental indenture or pursuant to a resolution of our Board of Directors.

       Unless the applicable prospectus supplement states otherwise, we will
issue each new series of junior subordinated debentures in a total principal
amount equal to the total liquidation amount of the preferred securities and
common securities that the applicable issuer issues. The issuer will use the
proceeds of the issuance and sale of the preferred securities and common
securities to purchase the corresponding junior subordinated debentures from
us. Unless the applicable prospectus supplement states otherwise, the interest
payment provisions of the junior subordinated debentures will correspond to the
distribution provisions of the corresponding series of preferred securities.

       Each series of junior subordinated debentures will have the same rank as
all other series of junior subordinated debentures issued under the indenture.
Unless the applicable prospectus supplement states otherwise, the indenture
does not limit the incurrence or issuance of other secured or unsecured debt,
including senior debt, as defined below, whether under the indenture, any
existing indenture, or any other indenture which we may enter into in the
future.


SPECIFIC TERMS OF EACH SERIES

       The prospectus supplement describing the particular series of junior
subordinated debentures being issued will specify the particular terms of those
junior subordinated debentures. These terms may include:

 o    the title of the junior subordinated debentures of the series, which will
      distinguish the junior subordinated debentures of the series from all
      other junior subordinated debentures;

 o    the limit, if any, upon the total principal amount of the junior
      subordinated debentures of the series which may be issued;

 o    any index or indices used to determine the amount of payments of
      principal of and premium, if any, on the junior subordinated debentures
      of the series or the manner in which the amounts will be determined;

 o    the maturity or the method of determining the maturity of the junior
      subordinated debentures;

 o    the rate or rates at which the junior subordinated debentures of the
      series will bear interest, if any;

 o    the interest payment dates and the record dates for the interest payable
      on any interest payment date or the method by which any of the foregoing
      will be determined and the right, if any, we have to defer or extend an
      interest payment date;


                                       17
<PAGE>

 o    the place or places where the principal of and premium, if any, and
      interest on the junior subordinated debentures of the series will be
      payable, the place or places where the junior subordinated debentures of
      the series may be presented for registration of transfer or exchange and
      the place or places where notices and demands to or upon us regarding the
      junior subordinated debentures of the series may be made;

 o    the period or periods within which, or the date or dates on which, if
      any, the price or prices at which and the terms and conditions upon which
      the junior subordinated debentures of the series may be redeemed, in
      whole or in part, at our option;

 o    our obligation or our right, if any, to redeem, repay or purchase the
      junior subordinated debentures of the series, and the period or periods
      within which, the price or prices at which, the currency or currencies
      (including currency unit or units) in which and the other terms and
      conditions upon which junior subordinated debentures of the series will
      be redeemed, repaid or purchased, in whole or in part, in accordance with
      that obligation;

 o    the denominations in which any junior subordinated debentures of the
      series will be issuable, if other than denominations of $25 or any
      integral multiple of $25;

 o    if other than U.S. dollars, the currency or currencies (including
      currency unit or units) in which the principal of (and premium, if any)
      and interest, if any, on the junior subordinated debentures of the series
      will be payable, or in which the junior subordinated debentures of the
      series will be denominated;

 o    the additions, modifications or deletions, if any, in the events of
      default described under the caption "--Events of Default" below or our
      covenants described in this prospectus or the applicable prospectus
      supplement regarding the junior subordinated debentures of the series;

 o    if other than the principal amount, the portion of the principal amount
      of junior subordinated debentures of the series that will be payable upon
      declaration of acceleration of the maturity of the junior subordinated
      debentures;

 o    the additions or changes, if any, to the indenture regarding the junior
      subordinated debentures of the series as will be necessary to permit or
      facilitate the issuance of the junior subordinated debentures of the
      series in bearer form, registrable or not registrable as to principal,
      and with or without interest coupons;

 o    whether the junior subordinated debentures of the series, or any portion
      thereof, will initially be issuable in the form of a temporary global
      security representing all or the portion of the junior subordinated
      debentures of the series and provisions for the exchange of the temporary
      global security for definitive junior subordinated debentures of the
      series;

 o    whether any junior subordinated debentures of the series will be issuable
      in whole or in part in the form of one or more global securities and, if
      so, the respective depositaries for the global securities and the form of
      any legend or legends which will be borne by any global security, if
      applicable;

 o    whether the junior subordinated debentures are convertible or
      exchangeable into junior subordinated debentures of another series or
      into preferred securities of another series and, if so, the terms on
      which the junior subordinated debentures may be so converted or
      exchanged;

 o    the appointment of any paying agent or agents for the junior subordinated
      debentures of the series;

 o    the form of the corresponding trust agreement and the guarantee
      agreement; and

 o    any other terms of the junior subordinated debentures of the series
      (which terms will not be inconsistent with the provisions of the
      indenture).


SUBORDINATION

       Unless otherwise stated in the applicable prospectus supplement, each
series of junior subordinated debentures will be unsecured and will rank junior
and be subordinate in right of


                                       18
<PAGE>

payment to all our existing and future senior debt, as defined in the
indenture.

       Upon our bankruptcy, liquidation or dissolution, our assets must be used
to pay off our senior debt in full before any payments may be made on the
junior subordinated debentures. Additionally, in the event of the acceleration
of the maturity of any series of junior subordinated debentures, the holders of
our senior debt will be entitled to receive payment in full of any amounts due
on our senior debt before the holders of any junior subordinated debentures
will be entitled to any payment.

       "Debt" is defined in the indenture to mean, with respect to any person,

 o    every obligation of that person for borrowed money;

 o    every obligation of that person evidenced by bonds, debentures, notes or
      other similar instruments;

 o    every reimbursement obligation of that person with respect to letters of
      credit or similar facilities issued for the account of that person;

 o    every obligation of that person issued or assumed as the deferred
      purchase price of property or services;

 o    every capital lease obligation of that person;

 o    every obligation of that person for claims under derivative products such
      as interest and foreign exchange rate contracts and similar arrangements;
      and

 o    every obligation described above of another person guaranteed by that
      person.

       "Senior debt" is defined in the indenture to mean the principal of, and
premium and interest, if any, on debt, whether incurred on or prior to the date
of the indenture, unless the instrument creating that debt provides that those
obligations are not superior in right of payment to the junior subordinated
debentures. However, senior debt does not include the following:

 o    any of our debt which, when incurred, was without recourse to us;

 o    any of our debt to our subsidiaries;

 o    debt to any of our employees;

 o    to the extent set forth in the indenture, debt which, by its terms, is
      subordinated to trade accounts payable or accrued liabilities; and

 o    any other debt securities issued under the indenture.

       As a holding company, our assets primarily consist of the equity
securities of our subsidiaries. As a result, the ability of holders of the
junior subordinated debentures to benefit from any distribution of assets of
any subsidiary upon the liquidation or reorganization of such subsidiary is
subordinate to the prior claims of present and future creditors of that
subsidiary, except to the extent that we are recognized, and receive payment,
as a creditor of those subsidiaries.


COVENANTS

       We will agree that, so long as any preferred securities issued by an
issuer remain outstanding, if

 o    there has occurred any event of which we have actual knowledge that with
      the giving of notice or lapse of time would become an event of default
      under the indenture and which we have not taken reasonable steps to cure;


 o    we are in default regarding our payment of any obligations under our
      guarantee regarding the issuer; or

 o    we have given notice of our election to defer interest payments, as
      described below under "--Option to Defer Interest Payments", or that
      deferral period is continuing;

then we will not, and will not permit any of our subsidiaries to:

 o    declare or pay any dividends or distributions on, or redeem, purchase,
      acquire or make a liquidation payment regarding, any of our capital
      stock;

 o    make any payment of principal, interest or premium, if any, on or repay,
      repurchase or redeem any of our junior subordinated debentures that rank
      on par with or junior in interest to our junior subordinated debentures;
      or

 o    make any guarantee payments regarding any guarantee by us of the junior


                                       19
<PAGE>

      subordinated debentures of any of our subsidiaries if that guarantee
      ranks on par with or junior in interest to those junior subordinated
      debentures.

       However, at any time, including during a deferral period, we may do the
following:

 o    make dividends or distributions payable in our capital stock;

 o    make payments under the applicable guarantee made by us in respect of the
      preferred securities of the applicable issuer;

 o    make any declaration of a dividend in connection with the implementation
      of a shareholders' rights plan, or the redemption or repurchase of any
      rights under any such plan; and

 o    purchase common stock related to:

        o     the issuance of common stock or rights under any of our benefit
              plans for our directors, officers or employees;

        o     the issuance of common stock or rights under a dividend
              reinvestment and stock purchase plan; or

        o     the issuance of common stock, or securities convertible into
              common stock, as consideration in an acquisition transaction that
              was entered into before the beginning of the deferral period.

       With respect to any junior subordinated debentures issued to an issuer,
we will agree:

 o    to maintain directly or indirectly 100% ownership of the common
      securities of the applicable issuer; provided, however, that any of our
      permitted successors under the indenture may succeed to our ownership of
      those common securities;

 o    not to cause the termination, liquidation or winding-up of that issuer,
      except in connection with a distribution of the junior subordinated
      debentures as provided in the trust agreement of that issuer and in
      connection with some types of mergers, consolidations or amalgamations;
      and

 o    to use our reasonable efforts to cause that issuer to remain classified
      as a grantor trust and not as an association taxable as a corporation for
      United States federal income tax purposes.

OPTION TO DEFER INTEREST PAYMENTS

       If provided in the applicable prospectus supplement, we will have the
right to defer interest payments on the junior subordinated debentures from
time to time during the term of any series of junior subordinated debentures
for up to the number of consecutive interest payment periods that may be
specified in the applicable prospectus supplement, but the deferral of interest
payments cannot extend beyond the maturity date of the series of junior
subordinated debentures.


MODIFICATION OF INDENTURE

       We and the debenture trustee, with the consent of the holders of not
less than a majority in principal amount of the junior subordinated debentures
of each series that are affected by the modification, may modify the junior
subordinated indenture or any supplemental indenture affecting that series or
the rights of the holders of that series of junior subordinated debentures.
However, no modification may, without the consent of the holder of each
outstanding junior subordinated debenture affected:

 o    change the stated maturity of any junior subordinated debentures of any
      series;

 o    reduce the principal amount due;

 o    reduce the rate of interest or extend the time of payment of interest, or
      reduce any premium payable upon the redemption of those junior
      subordinated debentures; or

 o    reduce the percentage of junior subordinated debentures, the holders of
      which are required to consent to any such modification of the indenture.

       With respect to junior subordinated debentures held by an issuer, so
long as the corresponding series of preferred securities issued by that issuer
remains outstanding, without the consent of the holders of at least a majority
of the aggregate liquidation amount of those preferred securities:

 o    no modification can be made that adversely affects holders of those
      preferred securities in any material respect;

 o    no termination of the indenture may occur; and


                                       20
<PAGE>

 o    no waiver of any event of default or of compliance with any covenant
      under the indenture will be effective.

       We and the debenture trustee may, without the consent of any holder of
junior subordinated debentures, amend, waive or supplement the junior
subordinated indenture for other specified purposes including to cure
ambiguities, defects or inconsistencies, provided those actions do not
materially and adversely affect the interests of the holders of any junior
subordinated debentures or the related series of preferred securities.


EVENTS OF DEFAULT

       The indenture provides that any one or more of the following events with
respect to the junior subordinated debentures that has occurred and is
continuing constitutes an event of default:

 o    default in the payment of interest on any junior subordinated debenture
      for a period of 30 days after the due date, subject to our right to defer
      interest payments as described above under the caption "--Option to Defer
      Interest Payments" in this section;

 o    default in the payment of the principal of or premium, if any, on the
      junior subordinated debentures when due whether at maturity, upon
      redemption or otherwise;

 o    default in the performance, or breach, in any material respect, of any of
      our covenants or warranties for a period of 90 days after written notice
      to us by the debenture trustee or to us and the debenture trustee by
      holders of at least 25% in principal amount of the outstanding junior
      subordinated debentures of that series;

 o    some events of bankruptcy, insolvency and reorganization involving us; or


 o    any other event of default pertaining to the particular series of junior
      subordinated debentures.

       If an event of default under the indenture has occurred and is
continuing, the debenture trustee, or the holders of at least 25% in aggregate
outstanding principal amount of the junior subordinated debentures, will have
the right to declare the principal and the interest due on those securities to
be due and payable immediately. If the debenture trustee or the holders of at
least 25% of the aggregate outstanding principal amount of the junior
subordinated debentures fail to make that declaration, then the holders of at
least 25% in total liquidation amount of the preferred securities then
outstanding will have the right to do so.

In cases specified in the indenture, the holders of a majority in principal
amount of junior subordinated debentures may, on behalf of all holders of that
series, waive any default regarding that series, except a default in the
payment of principal or interest, or a default in the performance of a covenant
or provision of the indenture which cannot be modified without the consent of
each holder. If the holders of the junior subordinated debentures fail to waive
that default, the holders of a majority in aggregate liquidation amount of the
related preferred securities will have that right.

The holders of a majority of the aggregate outstanding principal amount of the
junior subordinated debentures have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the debenture
trustee.


ENFORCEMENT OF RIGHTS BY HOLDERS OF PREFERRED SECURITIES

       If an event of default occurs under the indenture and that event is
attributable to our failure to pay interest, premium, if any, or principal on
the junior subordinated debentures on the applicable due date, then if the
junior subordinated debentures are held by an issuer, a holder of the related
preferred securities may institute a legal proceeding directly against us for
enforcement of payment on the junior subordinated debentures having a principal
amount equal to the aggregate liquidation amount of the preferred securities of
that holder.


LIMITATION ON CONSOLIDATION, MERGER AND SALES OF ASSETS

       We will not consolidate with or merge into any other entity or sell or
lease our properties and assets substantially as an entirety to any entity,
unless:


                                       21
<PAGE>

 o    the resulting entity is a corporation, partnership or trust organized
      under the laws of the United States, any state or the District of
      Columbia;

 o    the resulting entity assumes our obligations under the junior
      subordinated debentures and the indenture;

 o    there is no event of default under the indenture immediately after giving
      effect to the transaction;

 o    in the case of the junior subordinated debentures of a series held by an
      issuer, the consolidation, merger, conveyance, transfer or lease is
      permitted under the relevant trust agreement and the guarantee and does
      not give rise to any breach or violation of these documents; and

 o    we have delivered to the debenture trustee an officer's certificate and
      opinion of counsel, each stating that the consolidation, merger,
      conveyance, transfer or lease complies with the indenture.


SATISFACTION AND DISCHARGE

       The indenture will cease to be of further effect and we will be deemed
to have satisfied and discharged our obligations under the indenture when all
junior subordinated debentures not previously delivered to the debenture
trustee for cancellation:

 o    have become due and payable; or

 o    will become due and payable at their maturity within one year; or

 o    are to be called for redemption within one year;

and, in each case, we have deposited with the debenture trustee funds
sufficient to make all remaining interest and principal payments on the junior
subordinated debentures of that series.


TRUST EXPENSES

       Under the indenture, we have agreed to pay, as borrower, all costs,
expenses, debts and other obligations of each issuer, except those incurred in
connection with the preferred securities. In addition, we have agreed to pay
all taxes and tax-related costs and expenses of each issuer, except United
States withholding taxes.


INFORMATION REGARDING THE DEBENTURE TRUSTEE

       The debenture trustee, other than during the occurrence and continuance
of a default by us under the indenture, undertakes to perform only the duties
that are specifically set forth in the indenture. The debenture trustee is not
required to expend or risk its own funds or otherwise incur any financial
liability in the performance of its duties under the indenture, or in the
exercise of any of its rights or powers, if the debenture trustee reasonably
believes that repayment or adequate indemnity is not reasonably assured to it.


GOVERNING LAW

       The indenture will be governed by and construed in accordance with the
laws of the State of New York.


                                       22
<PAGE>

                                 ERISA MATTERS

       Each fiduciary of any of the following, which we collectively refer to
as "Plans":

 o    an employee benefit plan subject to Title I of the Employee Retirement
      Income Security Act of 1974, as amended ("ERISA"),

 o    a plan described in Section 4975(e)(1) of the Internal Revenue Code (the
      "Code"), including an individual retirement account or a Keogh plan,

 o    a plan subject to provisions under applicable federal, state, local,
      non-U.S. or other laws or regulations that are similar to the provisions
      of Title I of ERISA or Section 4975 of the Code ("Similar Laws"), and

 o    any entity whose underlying assets include "plan assets" by reason of any
      such plan's investment in that entity,

should consider the fiduciary standards and the prohibited transaction
provisions of ERISA, applicable Similar Laws and Section 4975 of the Code in
the context of the Plan's particular circumstances before authorizing an
investment in the preferred securities. Among other factors, the fiduciary
should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the
documents and instruments governing the Plan.

       Section 406 of ERISA and Section 4975 of the Code prohibit Plans from
engaging in certain transactions involving "plan assets" with persons who are
"parties in interest" under ERISA or "disqualified persons" under the Code
(collectively, "Parties in Interest"). A violation of these "prohibited
transaction" rules may result in an excise tax, penalty or other liability
under ERISA and/or Section 4975 of the Code, unless exemptive relief is
available under an applicable statutory or administrative exemption. In the
case of an individual retirement account, the occurrence of a prohibited
transaction involving the individual who established the individual retirement
account, or his or her beneficiaries, would cause the individual retirement
account to lose its tax exempt status, unless exemptive relief is available.
Employee benefit plans that are governmental plans, as defined in Section 3(32)
of ERISA, certain church plans, as defined in Section 3(33) of ERISA, and
foreign plans, as described in Section 4(b)(4) of ERISA, are not subject to the
requirements of ERISA or Section 4975 of the Code; however, governmental plans
may be subject to similar provisions under applicable Similar Laws.

       Under a regulation issued by the U.S. Department of Labor (the "DOL"),
which we refer to as the "Plan Assets Regulation", the assets of the applicable
issuer would be deemed to be "plan assets" of a Plan for purposes of ERISA and
Section 4975 of the Code if "plan assets" of the Plan were used to acquire an
equity interest in the applicable issuer and no exception were applicable under
the Plan Assets Regulation. The Plan Assets Regulation defines an "equity
interest" as any interest in an entity, other than an instrument that is
treated as indebtedness under applicable local law and has no substantial
equity features, and specifically includes a beneficial interest in a trust.

       Under exceptions contained in the Plan Assets Regulation, the assets of
the applicable issuer would not be deemed to be "plan assets" of investing
Plans if:

 o    immediately after the most recent acquisition of an equity interest in
      the applicable issuer, less than 25% of the value of each class of equity
      interests in the applicable issuer were held by "Benefit Plan Investors",
      which we define as Plans and other employee benefit plans not subject to
      ERISA or Section 4975 of the Code (such as governmental, church and
      foreign plans); or

 o    the preferred securities were "publicly-offered securities" for purposes
      of the Plan Assets Regulation. "Publicly-offered securities" are
      securities which are widely held, freely transferable, and either (i)
      part of a class of securities registered under Section 12(b) or 12(g) of
      the Securities Exchange Act of 1934 or (ii) sold as part of an offering
      pursuant to an effective registration statement under the Securities Act
      of 1933 and then timely registered under the Securities Exchange Act of
      1934.


                                       23
<PAGE>

       No assurance can be given that Benefit Plan Investors will hold less
than 25% of the total value of the preferred securities at the completion of
the initial offering or thereafter, and we do not intend to monitor or take any
other measures to assure satisfaction of the conditions to this exception. It
is expected that certain series of preferred securities will be offered in a
manner consistent with the requirements of the publicly-offered securities
exception described above; however, no assurance can be given that the
preferred securities would be considered to be publicly-offered securities
under the Plan Assets Regulation.

       Certain transactions involving the applicable issuer could be deemed to
constitute direct or indirect prohibited transactions under ERISA and Section
4975 of the Code with respect to a Plan if the preferred securities were
acquired with "plan assets" of the Plan and the assets of the applicable issuer
were deemed to be "plan assets" of Plans investing in the applicable issuer.
For example, if we were a Party in Interest with respect to a Plan, either
directly or by reason of our ownership of The Chase Manhattan Bank, Morgan
Guaranty Trust Company of New York or other subsidiaries, extensions of credit
between us and the applicable issuer, including the junior subordinated
debentures and the guarantees, would likely be prohibited by Section
406(a)(1)(B) of ERISA and Section 4975(c)(1)(B) of the Code, unless exemptive
relief were available under an applicable administrative exemption. In
addition, if we were considered to be a fiduciary with respect to the
applicable issuer as a result of certain powers we hold (such as our powers to
remove and replace the property trustee and the administrative trustees), it is
possible that the optional redemption or acceleration of the junior
subordinated debentures would be considered to be a prohibited transaction
under Section 406(b) of ERISA and Section 4975(c)(1)(E) of the Code. In order
to avoid these prohibited transactions, each Benefit Plan Investor, by
purchasing preferred securities, will be deemed to have directed the applicable
issuer to invest in the junior subordinated debentures and to have appointed
the property trustee.

       The DOL has issued five prohibited transaction class exemptions
("PTCEs") that may provide exemptive relief for direct or indirect prohibited
transactions that may arise from the purchase or holding of the preferred
securities. Those class exemptions are:

 o    PTCE 96-23 (for certain transactions determined by in-house asset
      managers);

 o    PTCE 95-60 (for certain transactions involving insurance company general
      accounts);

 o    PTCE 91-38 (for certain transactions involving bank collective investment
      funds);

 o    PTCE 90-1 (for certain transactions involving insurance company pooled
      separate accounts); and

 o    PTCE 84-14 (for certain transactions determined by independent qualified
      professional asset managers).

       Such class exemptions may not, however, apply to all of the transactions
that could be deemed prohibited transactions in connection with a Plan's
investment in the preferred securities. Because the preferred securities may be
deemed to be equity interests in the applicable issuer for purposes of applying
ERISA and Section 4975 of the Code, the preferred securities may not be
purchased or held by any Plan or any person investing "plan assets" of any
Plan, unless the purchaser or holder is eligible for the exemptive relief
available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable
exemption.

       By directly or indirectly purchasing or holding preferred securities or
any interest in them you will be deemed to have represented that either:

 o    you are not a Plan and are not purchasing the securities on behalf of or
      with "plan assets" of any Plan; or

 o    your purchase and holding of preferred securities is permissible under
      all applicable similar laws and either (i) will not result in a
      prohibited transaction under ERISA or the Code, or (ii) if it could
      result in such a prohibited transaction, it satisfies the requirements
      of, and is entitled to full exemptive relief under, PTCE 96-23, 95-60,
      91-38, 90-1 or 84-14 or another applicable exemption.


                                       24
<PAGE>

       If a purchaser or holder of the preferred securities that is a Plan
elects to rely on an exemption other than PTCE 96-23, 95-60, 91-38, 90-1 or
84-14, we and the applicable issuer may require a satisfactory opinion of
counsel or other evidence of the availability of that exemption.

       Due to the complexity of the above rules and the penalties that may be
imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries or other persons considering purchasing
the preferred securities on behalf of or with "plan assets" of any Plan consult
with their counsel regarding the potential consequences if the assets of the
applicable issuer were deemed to be "plan assets" and regarding the
availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14
or any other applicable exemption. In addition, fiduciaries of Plans not
subject to Title I of ERISA or Section 4975 of the Code, in consultation with
their advisors, should consider the impact of their respective applicable
similar laws on their investment in preferred securities, and the
considerations discussed above, to the extent applicable.

                              PLAN OF DISTRIBUTION

       Any of the issuers may sell the preferred securities being offered by
use of this prospectus and an applicable prospectus supplement:

 o    through underwriters;

 o    through dealers;

 o    through agents; or

 o    directly to purchasers.

       We will set forth the terms of the offering of any securities being
offered in the applicable prospectus supplement.

       If any of the issuers utilizes underwriters in an offering of preferred
securities using this prospectus, we and the applicable issuer will execute an
underwriting agreement with those underwriters. The underwriting agreement will
provide that the obligations of the underwriters with respect to a sale of the
offered securities are subject to various conditions precedent and that the
underwriters will be obligated to purchase all the offered securities if any
are purchased. Underwriters may sell those securities to or through dealers.
The underwriters may change any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers from time to time. If
any of the issuers utilizes underwriters in an offering of securities using
this prospectus, the applicable prospectus supplement will contain a statement
regarding the intention, if any, of the underwriters to make a market in the
offered securities.

       If any of the issuers utilizes a dealer in an offering of securities
using this prospectus, the relevant issuer will sell the offered securities to
the dealer, as principal. The dealer may then resell those securities to the
public at a fixed price or at varying prices to be determined by the dealer at
the time of resale.

       Any of the issuers may also use this prospectus to offer and sell
securities through agents designated by us from time to time. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a
reasonable efforts basis for the period of appointment.

       Any of the issuers may offer to sell securities either at a fixed price
or at prices that may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at negotiated prices.

       Underwriters, dealers or agents participating in a distribution of
preferred securities by use of this prospectus and an applicable prospectus
supplement may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the offered
securities, whether received from an issuer or from purchasers of offered
securities for whom they act as agent, may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.

       Under agreements that we and the applicable issuer may enter into,
underwriters, dealers or agents who participate in the distribution of
securities by use of this prospectus and an applicable prospectus supplement
may be entitled to indemnification by us and the applicable issuer against some



                                       25
<PAGE>

types of liabilities, including liabilities under the Securities Act of 1933,
or to reimbursement for some types of expenses.

       Underwriters, dealers, agents or their affiliates may engage in
transactions with, or perform services for, us or any of the issuers or our or
their affiliates in the ordinary course of business.

       Under Rule 2720 of the Conduct Rules of the NASD, when an NASD member,
such as J.P. Morgan Securities, participates in the distribution of an
affiliated company's securities, the offering must be conducted in accordance
with the applicable provisions of Rule 2720. J.P. Morgan Securities is
considered to be an "affiliate" (as that term is defined in Rule 2720) of ours
by virtue of the fact that we own all of the outstanding equity securities of
J.P. Morgan Securities. Any offer and sale of offered securities will comply
with the requirements of Rule 2720 regarding the underwriting of securities of
affiliates and with any restrictions that may be imposed on J.P. Morgan
Securities or our other affiliates by the Federal Reserve Board.

       Any of the issuers may also use this prospectus to solicit offers to
purchase securities directly. Except as set forth in the applicable prospectus
supplement, none of any issuer's administrative trustees nor any of our
directors, officers, or employees nor those of our bank subsidiaries will
solicit or receive a commission in connection with these direct sales. Those
persons may respond to inquiries by potential purchasers and perform
ministerial and clerical work in connection with direct sales.

                                LEGAL OPINIONS

       Simpson Thacher & Bartlett, New York, New York, will provide an opinion
for us regarding the validity of the offered securities, and Cravath, Swaine &
Moore, New York, New York, will provide such an opinion for the underwriters.
Richards, Layton & Finger, P.A., special Delaware counsel to the issuers and
us, will provide an opinion regarding matters relating to Delaware law.
Cravath, Swaine & Moore acts as legal counsel to us and our subsidiaries in a
substantial number of matters on a regular basis. Simpson Thacher & Bartlett
and Cravath, Swaine & Moore will rely on the opinion of Richards, Layton &
Finger, P.A., as to matters of Delaware law.

                                    EXPERTS

       The consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31,
2000 have been incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
auditing and accounting.


                                       26
<PAGE>

                                    PART II


                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION




<TABLE>
<S>                                                                          <C>
   Registration fee under the Securities Act of 1933, as amended .........     $   625,000
   Blue Sky fees and expenses (including counsel fees) ...................          10,000*
   Attorneys' fees and expenses ..........................................         200,000*
   Accountants' fees and expenses ........................................          75,000*
   Printing and engraving expenses .......................................         120,000*
   Rating agency fees ....................................................          75,000*
   Trustees' fees and expenses ...........................................          75,000*
   Miscellaneous .........................................................          20,000*
                                                                               -----------
        Total ............................................................     $ 1,200,000*
                                                                               ===========
</TABLE>


- ----------
* Estimated


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Pursuant to the Delaware General Corporation Law (the "DGCL"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the fact
that the person is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of such corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

     The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its by-laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.

     The DGCL also provides corporations with the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her in any such capacity, or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liability as described above.

     The Restated Certificate of Incorporation of the J.P. Morgan Chase & Co.
("J.P. Morgan Chase") provides that, to the fullest extent that the DGCL as
from time to time in effect permits the limitation


                                      II-1
<PAGE>

or elimination of the liability of directors, no director of J.P. Morgan Chase
shall be personally liable to J.P. Morgan Chase or its stockholders for
monetary damages or breach of fiduciary duty as a director.


     J.P. Morgan Chase's Restated Certificate of Incorporation empowers J.P.
Morgan Chase to indemnify any director, officer, employee or agent of J.P.
Morgan Chase or any other person who is serving at J.P. Morgan Chase's request
in any such capacity with another corporation, partnership, joint venture,
trust or other enterprise (including, without limitation, an employee benefit
plan) to the fullest extent permitted under the DGCL as from time to time in
effect, and any such indemnification may continue as to any person who has
ceased to be a director, officer, employee or agent and may inure to the
benefit of the heirs, executors and administrators of such a person.


     J.P. Morgan Chase's Restated Certificate of Incorporation also empowers
J.P. Morgan Chase by action of its Board of Directors, notwithstanding any
interest of the directors in the action, to purchase and maintain insurance in
such amounts as the Board of Directors deems appropriate to protect any
director, officer, employee or agent of J.P. Morgan Chase or any other person
who is serving at J.P. Morgan Chase's request in any such capacity with another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) against any liability asserted
against such person or incurred by such person in any such capacity arising out
of his or her status as such (including, without limitation, expenses,
judgments, fines (including any excise taxes assessed on a person with respect
to any employee benefit plan) and amounts paid in settlement) to the fullest
extent permitted under the DGCL as from time to time in effect, whether or not
J.P. Morgan Chase would have the power or be required to indemnify any such
individual under the terms of any agreement or by-law or the DGCL.


     In addition, J.P. Morgan Chase's by-laws require indemnification to the
fullest extent permitted under applicable law, as from time to time in effect.
The by-laws provide a clear and unconditional right to indemnification for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by any person in connection with
any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of J.P.
Morgan Chase or, at the request of J.P. Morgan Chase, of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The by-laws specify that the right to
indemnification so provided is a contract right, set forth certain procedural
and evidentiary standards applicable to the enforcement of a claim under the
by-laws, entitle the persons to be indemnified to be reimbursed for the
expenses of prosecuting any such claim against J.P. Morgan Chase and entitle
them to have all expenses incurred in advance of the final disposition of a
proceeding paid by J.P. Morgan Chase. Such provisions, however, are intended to
be in furtherance and not in limitation of the general right to indemnification
provided in the by-laws, which right of indemnification and of advancement of
expenses is not exclusive.


     J.P. Morgan Chase's by-laws also provide that J.P. Morgan Chase may enter
into contracts with any director, officer, employee or agent or J.P. Morgan
Chase in furtherance of the indemnification provisions in the by-laws, as well
as create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to ensure payment of
amounts indemnified.


     Under the trust agreement, J.P. Morgan Chase will agree to indemnify each
of the trustees of the issuer or any predecessor trustee for the issuer, and to
hold the trustees harmless against, any loss, damage, claims, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties under the trust agreement.


                                      II-2
<PAGE>

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
 EXHIBIT
- --------
<S>        <C>
 1         Form of Underwriting Agreement *

 3.1       Restated Certificate of Incorporation of J.P. Morgan Chase (incorporated by reference to
           Exhibit 3.1 to the Annual Report on Form 10-K of J.P. Morgan Chase (File No. 1-5805) for
           the year ended December 31, 2000).

 3.2       By-Laws of J.P. Morgan Chase, as amended (incorporated by reference to Exhibit 3.2 of
           the Annual Report on Form 10-K of J.P. Morgan Chase (File No. 1-5805) for the year
           ended December 31, 2000).

 4.1       Junior Subordinated Indenture, dated December 1, 1996, between J.P. Morgan Chase
           (formerly known as The Chase Manhattan Corporation) and The Bank of New York, as
           Debenture Trustee (incorporated by reference to Exhibit 4.24 to the Registration Statement
           on Form S-3 (File No. 333-19719) of J.P. Morgan Chase (formerly known as The Chase
           Manhattan Corporation).

 4.2       Certificate of Trust of J.P. Morgan Chase Capital X. **

 4.3       Certificate of Trust of J.P. Morgan Chase Capital XI. **

 4.4       Certificate of Trust of J.P. Morgan Chase Capital XII. **

 4.5       Certificate of Trust of J.P. Morgan Chase Capital XIII. **

 4.6       Form of Trust Agreement for each of J.P. Morgan Chase Capital X, J.P. Morgan Chase
           Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII among J.P.
           Morgan Chase, as Depositor, The Bank of New York, as Property Trustee, The Bank of
           New York (Delaware), as Delaware Trustee and the Administrative Trustee named
           therein. *

 4.7       Form of Preferred Security Certificate for each of J.P. Morgan Chase Capital X, J.P.
           Morgan Chase Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital
           XIII (included as Exhibit D to Exhibit 4.6). *

 4.8       Form of Guarantee Agreement for each of J.P. Morgan Chase Capital X, J.P. Morgan
           Chase Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII
           between J.P. Morgan Chase, as guarantor and The Bank of New York, as trustee. *

 5.1       Opinion of counsel as to legality of the Junior Subordinated Debentures and the
           Guarantees to be issued by J.P. Morgan Chase. *

 5.2       Opinions of special Delaware counsel as to the Preferred Securities to be issued by J.P.
           Morgan Chase Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII
           and J.P. Morgan Chase Capital XIII, respectively. *

12.1       Computation of ratio of earnings to fixed charges for the period ended June 30, 2001
           (incorporated by reference to Exhibit 12(a) to the Quarterly Report on Form 10-Q for the
           quarter ended June 30, 2001 of J.P. Morgan Chase (File No. 1-5805)).

12.2       Computation of ratio of earnings to fixed charges for the period December 31, 2000
           (incorporated by reference to Exhibit 12.1 to the Annual Report on Form 10-K for the
           year ended December 31, 2000 of J.P. Morgan Chase (File No. 1-5805)).

12.3       Computation of ratio of earnings to fixed charges and preferred stock dividend
           requirements for the period ended June 30, 2001 (incorporated by reference to Exhibit
           12(b) to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 of J.P.
           Morgan Chase (File No. 1-5805)).
</TABLE>

                                      II-3
<PAGE>



<TABLE>
<CAPTION>
 EXHIBIT
- --------
<S>        <C>
12.4       Computation of ratio of earnings to fixed charges and preferred stock dividend
           requirements for the period ended December 31, 2000 (incorporated by reference to
           Exhibit 12.2 to the Annual Report in Form 10-K for the year ended December 31, 2000 of
           J.P. Morgan Chase (File No. 1-5805)).

23.1       Consent of auditors. *

23.2       Consent of counsel to J.P. Morgan Chase (included in Exhibit 5.1). *

23.3       Consent of special Delaware counsel (included in Exhibit 5.2). *

24         Powers of Attorney. **

25.1       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Junior Subordinated Indenture. *

25.2       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Trust Agreement of J.P. Morgan Chase Capital X. *

25.3       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Trust Agreement of J.P. Morgan Chase Capital XI. *

25.4       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Trust Agreement of J.P. Morgan Chase Capital XII. *

25.5       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Trust Agreement of Chase J.P. Morgan Capital XIII. *

25.6       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
           Capital X. *

25.7       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
           Capital XI. *

25.8       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
           Capital XII. *

25.9       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
           Capital XIII. *
</TABLE>



*     Filed herewith.
**    Previously filed.


ITEM 17. UNDERTAKINGS

Each of the undersigned Registrants hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

       (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the
   effective date of this registration statement (or the most recent
   post-effective amendment thereto) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in this
   registration statement. Notwithstanding the foregoing, any increase or
   decrease in volume of securities offered (if the total dollar value of
   securities offered would not exceed that which was


                                      II-4
<PAGE>

   registered) and any deviation from the low or high end of the estimated
   maximum offering range may be reflected in the form of prospectus filed
   with the Commission pursuant to Rule 424(b) if, in the aggregate, the
   changes in volume and price represent no more than a 20% change in the
   maximum aggregate offering price set forth in the "Calculation of
   Registration Fee" table in the effective registration statement; and


     (iii) To include any material information with respect to the plan of
   distribution not previously disclosed in this registration statement or any
   material change to such information in this registration statement;


   provided, however, that paragraphs (1)(i)and (1)(ii) do not apply if the
   information required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by a Registrant pursuant
   to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
   are incorporated by reference in this Registration Statement.


     (2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.


     (3) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.


     Each of the undersigned Registrants hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of a Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each Registrant pursuant to the foregoing provisions, or otherwise, each
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by each
Registrant of expenses incurred or paid by a director, officer or controlling
person of each Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, each Registrant will, unless
in the opinion of its counsel the matter has been settled by the controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-5
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended,
J.P. Morgan Chase certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on the 5th day of
September 2001.



                                        J.P. MORGAN CHASE & CO.


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Corporate Secretary



     Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacities and on the
dates indicated.






<TABLE>
<CAPTION>
      SIGNATURE AND TITLE                      CAPACITY                        DATE
      -------------------                      --------                        ----
<S>                              <C>                                    <C>
               *                 Chairman of the Board and Director     September 5, 2001
 -----------------------
   (Douglas A. Warner III)


              *                 President, Chief Executive Officer     September 5, 2001
 -----------------------        and Director (Principal Executive
(William B. Harrison, Jr.)      Officer)


               *                 Director                               September 5, 2001
 -----------------------
     (Hans W. Becherer)


               *                 Director                               September 5, 2001
 -----------------------
     (Riley P. Bechtel)


               *                 Director                               September 5, 2001
 -----------------------
   (Frank A. Bennack, Jr.)


               *                 Director                               September 5, 2001
 -----------------------
    (Lawrence A. Bossidy)


               *                 Director                               September 5, 2001
 -----------------------
     (M. Anthony Burns)


               *                 Director                               September 5, 2001
 -----------------------
    (H. Laurance Fuller)


               *                 Director                               September 5, 2001
 -----------------------
      (Ellen V. Futter)


               *                 Director                               September 5, 2001
 -----------------------
    (William H. Gray III)


               *                 Director                               September 5, 2001
 -----------------------
     (Helene L. Kaplan)


               *                 Director                               September 5, 2001
 -----------------------
     (Lee R. Raymond)


               *                 Director                               September 5, 2001
 -----------------------
     (John R. Stafford)
</TABLE>


                                      II-6
<PAGE>



<TABLE>
<CAPTION>
    SIGNATURE AND TITLE                   CAPACITY                      DATE
    -------------------                   --------                      ----
<S>                          <C>                                 <C>
             *               Director                            September 5, 2001
 -----------------------
  (Lloyd D. Ward)


             *               Director                            September 5, 2001
 -----------------------
    (Marina v.N. Whitman)


             *               Vice Chairman Finance, Risk         September 5, 2001
 -----------------------     Management and Administration
     (Marc J. Shapiro)       (Principal Financial Officer)



             *               Executive Vice President and        September 5, 2001
 -----------------------     Controller (Principal Accounting
  (Joseph L. Sclafani)       Officer)

</TABLE>



*Anthony J. Horan hereby signs this Amendment on Form S-3 on behalf of each of
the indicated persons for whom he is attorney-in-fact on September 5, 2001
pursuant to a power of attorney filed herein.



                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Anthony J. Horan

                                           Corporate Secretary

                                      II-7
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, J.P. Morgan
Chase Capital X certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 5th day of
September, 2001.



                                        J.P. MORGAN CHASE CAPITAL X
                                        By: J.P. Morgan Chase & Co., as
                                        Depositor


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Name: Anthony J. Horan
                                           Title: Corporate Secretary




     Pursuant to the requirements of the Securities Act of 1933, J.P. Morgan
Chase Capital XI certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 5th day of
September, 2001.



                                        J.P. MORGAN CHASE CAPITAL XI
                                        By: J.P. Morgan Chase & Co., as
                                        Depositor


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Name: Anthony J. Horan
                                           Title: Corporate Secretary




     Pursuant to the requirements of the Securities Act of 1933, J.P. Morgan
Chase Capital XII certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 5th day of
September, 2001.



                                        J.P. MORGAN CHASE CAPITAL XII
                                        By: J.P. Morgan Chase & Co., as
                                        Depositor


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Name: Anthony J. Horan
                                           Title: Corporate Secretary


     Pursuant to the requirements of the Securities Act of 1933, J.P. Morgan
Chase Capital XIII certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 5th day of
September, 2001.



                                        J.P. MORGAN CHASE CAPITAL XIII
                                        By: J.P. Morgan Chase & Co., as
                                        Depositor


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Name: Anthony J. Horan
                                           Title: Corporate Secretary




                                      II-8
<PAGE>

                                 EXHIBIT INDEX





<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                         DOCUMENT DESCRIPTION
  -------                                        --------------------
<S>          <C>
   1         Form of Underwriting Agreement *

   3.1       Restated Certificate of Incorporation of J.P. Morgan Chase (incorporated by reference to
             Exhibit 3.1 to the Annual Report on Form 10-K of J.P. Morgan Chase (File No. 1-5805) for
             the year ended December 31, 2000).

   3.2       By-Laws of J.P. Morgan Chase, as amended (incorporated by reference to Exhibit 3.2 of the
             Annual Report on Form 10-K of J.P. Morgan Chase (File No. 1-5805) for the year ended
             December 31, 2000).

   4.1       Junior Subordinated Indenture, dated December 1, 1996, between J.P. Morgan Chase
             (formerly known as The Chase Manhattan Corporation) and The Bank of New York, as
             Debenture Trustee (incorporated by reference to Exhibit 4.24 to the Registration Statement
             on Form S-3 (File No. 333-19719) of J.P. Morgan Chase (formerly known as The Chase
             Manhattan Corporation).

   4.2       Certificate of Trust of J.P. Morgan Chase Capital X. **

   4.3       Certificate of Trust of J.P. Morgan Chase Capital XI. **

   4.4       Certificate of Trust of J.P. Morgan Chase Capital XII. **

   4.5       Certificate of Trust of J.P. Morgan Chase Capital XIII. **

   4.6       Form of Trust Agreement for each of J.P. Morgan Chase Capital X, J.P. Morgan Chase
             Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII among J.P.
             Morgan Chase, as Depositor, The Bank of New York, as Property Trustee, The Bank of
             New York (Delaware), as Delaware Trustee and the Administrative Trustee named
             therein. *

   4.7       Form of Preferred Security Certificate for each of J.P. Morgan Chase Capital X, J.P. Morgan
             Chase Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII
             (included as Exhibit D to Exhibit 4.6). *

   4.8       Form of Guarantee Agreement for each of J.P. Morgan Chase Capital X, J.P. Morgan Chase
             Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII between J.P.
             Morgan Chase, as guarantor and The Bank of New York, as trustee. *

   5.1       Opinion of counsel as to legality of the Junior Subordinated Debentures and the
             Guarantees to be issued by J.P. Morgan Chase. *

   5.2       Opinions of special Delaware counsel as to the Preferred Securities to be issued by J.P.
             Morgan Chase Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII and
             J.P. Morgan Chase Capital XIII, respectively. *

  12.1       Computation of ratio of earnings to fixed charges for the period ended June 30, 2001
             (incorporated by reference to Exhibit 12(a) to the Quarterly Report on Form 10-Q for the
             quarter ended June 30, 2001 of J.P. Morgan Chase (File No. 1-5805)).

  12.2       Computation of ratio of earnings to fixed charges for the period December 31, 2000
             (incorporated by reference to Exhibit 12.1 to the Annual Report on Form 10-K for the year
             ended December 31, 2000 of J.P. Morgan Chase (File No. 1-5805)).

  12.3       Computation of ratio of earnings to fixed charges and preferred stock dividend requirements
             for the period ended June 30, 2001 (incorporated by reference to Exhibit 12(b) to the
             Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 of J.P. Morgan Chase
             (File No. 1-5805)).
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
  EXHIBIT
   NUMBER                                         DOCUMENT DESCRIPTION
  -------                                         --------------------
<S>           <C>
  12.4        Computation of ratio of earnings to fixed charges and preferred stock dividend requirements
              for the period ended December 31, 2000 (incorporated by reference to Exhibit 12.2 to the
              Annual Report in Form 10-K for the year ended December 31, 2000 of J.P. Morgan Chase
              (File No. 1-5805)).

  23.1        Consent of auditors. *

  23.2        Consent of counsel to J.P. Morgan Chase (included in Exhibit 5.1). *

  23.3        Consent of special Delaware counsel (included in Exhibit 5.2). *

  24          Powers of Attorney. **

  25.1        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Junior Subordinated Indenture. *

  25.2        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
              Agreement of J.P. Morgan Chase Capital X. *

  25.3        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
              Agreement of J.P. Morgan Chase Capital XI. *

  25.4        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
              Agreement of J.P. Morgan Chase Capital XII. *

  25.5        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
              Agreement of Chase J.P. Morgan Capital XIII. *

  25.6        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
              Capital X. *

  25.7        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
              Capital XI. *

  25.8        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
              Capital XII. *

  25.9        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
              Capital XIII. *
</TABLE>


- ----------

*     Filed herewith.
**    Previously filed.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>

                                                                       EXHIBIT 1

          J.P. MORGAN CHASE CAPITAL X, XI, XII AND XIII AND EACH OTHER
                 STATUTORY BUSINESS TRUST FORMED BY THE COMPANY
              UNDER THE LAWS OF DELAWARE FOR THE PURPOSE OF ISSUING
                 CAPITAL SECURITIES (COLLECTIVELY, THE "TRUSTS")

                              PREFERRED SECURITIES
             GUARANTEED TO THE EXTENT SET FORTH IN THE GUARANTEE BY

                             J.P. MORGAN CHASE & CO.
                    ----------------------------------------

                               STANDARD PROVISIONS


                                                                 August __, 2001

     From time to time J.P. Morgan Chase Capital X, XI, XII and XIII and each
other statutory business trust formed by the Company under the laws of the state
of Delaware for the purpose of issuing capital securities (collectively, the
"Trusts"), and J.P. Morgan Chase & Co., a Delaware corporation (the "Company"),
as depositor of each trust and as guarantor, may enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, pursuant to which,
and subject to the terms and conditions stated herein and therein, the Trust
identified in the applicable Pricing Agreement (such Trust being the "Designated
Trust" with respect to such Pricing Agreement) will propose to issue and sell to
the firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its preferred securities (the
"Securities") representing undivided beneficial interests in the assets of the
Designated Trust. The Securities specified in such Pricing Agreement are
referred to as the "Firm Designated Securities" with respect to such Pricing
Agreement. If specified in such Pricing Agreement, the Designated Trust may
grant the Underwriters the right to purchase at their election an additional
number of Securities, specified as provided in such Pricing Agreement as
provided in Section 3 hereof (the "Optional Designated Securities"). The Firm
Designated Securities and any Optional Designated Securities are collectively
called the "Designated Securities". The proceeds of the sale of the Designated
Securities to the public and of common securities of the Designated Trust (the
"Common Securities") to the Company concurrently with the sale of the Designated
Securities are to be invested in

<PAGE>
                                                                               2

junior subordinated deferrable interest debentures of the Company (the
"Subordinated Debentures") identified in the Pricing Agreement with respect to
such Designated Securities (with respect to such Pricing Agreement, the
"Designated Subordinated Debentures"), to be issued pursuant to a junior
subordinated indenture dated as of December 1, 1996 (the "Indenture") between
the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The
Designated Securities may be exchangeable into Designated Subordinated
Debentures, as specified in Schedule II to such Pricing Agreement. The
Designated Securities will be guaranteed by the Company to the extent set forth
in the Pricing Agreement with respect to such Designated Securities (the
"Designated Guarantee") (any such Designated Guarantee, the "Guarantee").

     The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the amended and restated trust agreement identified in such Pricing
Agreement (with respect to such Pricing Agreement, the "Trust Agreement"). The
standard provisions set forth herein (these "Standard Provisions") may be
incorporated by reference in any such Pricing Agreement. The Pricing Agreement,
including these Standard Provisions incorporated therein by reference, is herein
sometimes referred to as this "Agreement".

     1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Designated Securities, for whom the firms designated
as representatives of the Underwriters of such Designated Securities in the
Pricing Agreement relating thereto will act as representatives (the
"Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative. These Standard
Provisions shall not be construed as an obligation of any Trust to sell any of
the Securities or as an obligation of any of the Underwriters to purchase any of
the Securities. The obligation of any Trust to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate number of the Firm Designated Securities, the maximum number of
Optional Designated Securities, if any, the initial public offering price of
such Firm and Optional Designated Securities or the manner of determining such
price, the terms of the Designated Securities, including the terms on which and

<PAGE>
                                                                               3

terms of the securities into which the Designated Securities will be
exchangeable, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters, the number of such Designated
Securities to be purchased by each Underwriter and the commission, if any,
payable to the Underwriters with respect thereto and shall set forth the date,
time and manner of delivery of such Firm and Optional Designated Securities, if
any, and payment therefor. The Pricing Agreement shall also specify (to the
extent not set forth in the registration statement and prospectus with respect
thereto) the terms of such Designated Securities. A Pricing Agreement shall be
in the form of an executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The standard provisions set forth herein will be incorporated by
reference in any Pricing Agreement. The obligations of the Underwriters under
this Agreement shall be several and not joint.

     2. The Designated Trust and the Company, jointly and severally, each
represents and warrants to, and agrees with, each of the Underwriters that:

         (a) a registration statement on Form S-3 (the "Initial Registration
     Statement") in respect of the Securities, the Subordinated Debentures and
     the Guarantee has been filed with the Securities and Exchange Commission
     (the "Commission"); the Initial Registration Statement and any
     post-effective amendment thereto, each in the form heretofore delivered or
     to be delivered to the Representatives and, excluding exhibits to such
     registration statement, but including all documents incorporated by
     reference in the prospectus included therein, to the Representatives for
     each of the other Underwriters has been declared effective by the
     Commission in such form; other than a registration statement, if any,
     increasing the size of the offering (a "Rule 462(b) Registration
     Statement"), filed pursuant to Rule 462(b) under the Securities Act of
     1933, as amended (the "Act"), which became effective upon filing, no other
     document with respect to the Initial Registration Statement or document
     incorporated by reference therein has heretofore been filed, or transmitted
     for filing, with the Commission (other than prospectuses filed pursuant to
     Rule 424(b) of the rules and regulations of the Commission under the Act,
     each in the form heretofore delivered to the Representatives); and no stop
     order suspending the effectiveness of the Initial Registration Statement,


<PAGE>
                                                                               4

     any post-effective amendment thereto or the Rule 462(b) Registration
     Statement, if any, has been issued and no proceeding for that purpose has
     been initiated or threatened by the Commission (any preliminary prospectus
     included in the Initial Registration Statement or filed with the Commission
     pursuant to Rule 424(a) under the Act is hereinafter called a "Preliminary
     Prospectus"; the various parts of the Initial Registration Statement and
     the Rule 462(b) Registration Statement, if any, including (i) the
     information contained in the form of final prospectus filed with the
     Commission pursuant to Rule 424(b) under the Act in accordance with Section
     5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of
     the Initial Registration Statement at the time it was declared effective or
     such part of the Rule 462(b) Registration Statement, if any, became or
     hereafter becomes effective, (ii) all exhibits thereto and (iii) the
     documents incorporated by reference in the prospectus contained in the
     registration statement at the time such part of the registration statement
     became effective but excluding Forms T-1, each as amended at the time such
     part of the registration statement became effective, are hereinafter
     collectively called the "Registration Statement"; the prospectus relating
     to the Securities, the Subordinated Debentures and the Guarantee, in the
     form in which it has most recently been filed, or transmitted for filing,
     with the Commission on or prior to the date of this Agreement, is
     hereinafter called the "Prospectus"; any reference herein to any
     Preliminary Prospectus or the Prospectus shall be deemed to refer to and
     include the documents incorporated by reference therein pursuant to the
     applicable form under the Act, as of the date of such Preliminary
     Prospectus or Prospectus, as the case may be; any reference to any
     amendment or supplement to any Preliminary Prospectus or the Prospectus
     shall be deemed to refer to and include any documents filed after the date
     of such Preliminary Prospectus or Prospectus, as the case may be, under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference in such Preliminary Prospectus or Prospectus, as
     the case may be; any reference to any amendment to the Registration
     Statement shall be deemed to refer to and include any annual report of any
     Trust, if any, and the Company filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act after the effective date of the Registration Statement
     that is incorporated by reference in the Registration Statement; and any
     reference to the Prospectus as amended or supplemented shall be deemed to
     refer to the Prospectus as amended or supplemented in relation to the
     applicable

<PAGE>
                                                                               5


     Designated Securities in the form in which it is filed with the Commission
     pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
     hereof, including any documents incorporated by reference therein as of the
     date of such filing);

         (b) the documents incorporated by reference in the Prospectus, when
     they became effective or were filed with the Commission, as the case may
     be, conformed in all material respects to the requirements of the Act or
     the Exchange Act, as applicable, and the rules and regulations of the
     Commission thereunder, and, at the time of effectiveness or filing, as the
     case may be, none of such documents contained an untrue statement of a
     material fact or omitted to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading; and any
     further documents so filed and incorporated by reference in the Prospectus
     or any further amendment or supplement thereto, when such documents become
     effective or are filed with the Commission, as the case may be, will
     conform in all material respects to the requirements of the Act or the
     Exchange Act, as applicable, and the rules and regulations of the
     Commission thereunder and, at the time of effectiveness or filing, as the
     case may be, will not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Designated Trust or the Company by an Underwriter of
     Designated Securities through the Representatives expressly for use in the
     Prospectus as amended or supplemented relating to such Securities;

         (c) the Registration Statement and the Prospectus conform, and any
     further amendments or supplements to the Registration Statement or the
     Prospectus will conform, in all material respects to the requirements of
     the Act and the Trust Indenture Act of 1939, as amended (the "Trust
     Indenture Act"), and the rules and regulations of the Commission thereunder
     and do not and will not, as of the applicable effective date as to the
     Registration Statement and any amendment thereto and as of the applicable
     filing date as to the Prospectus and any amendment or supplement thereto,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or

<PAGE>
                                                                               6

     omissions made in reliance upon and in conformity with information
     furnished in writing to the Designated Trust or the Company by an
     Underwriter of Designated Securities through the Representatives expressly
     for use in the Prospectus as amended or supplemented relating to such
     Securities;

         (d) the Designated Trust has been duly created and is validly existing
     as a business trust in good standing under the laws of the State of
     Delaware, with power and authority to own, lease and operate its properties
     and conduct its business as described in the Prospectus; the Company has
     been duly incorporated and is validly existing as a corporation in good
     standing under the laws of the State of Delaware, with power and authority
     to own, lease and operate its properties and conduct its business as
     described in the Prospectus;

         (e) the Designated Guarantee, the Trust Agreement for the Designated
     Trust, the Designated Subordinated Debentures and the Indenture (the
     Designated Guarantee, such Trust Agreement, the Designated Subordinated
     Debentures and the Indenture being collectively referred to as the "Company
     Agreements") have each been duly authorized by the Company and when validly
     executed and delivered by the Company and, in the case of the Guarantee, by
     the Guarantee Trustee (as defined in the Guarantee), in the case of the
     Trust Agreement, by the Trustees (as defined in the Trust Agreement) and,
     in the case of the Indenture, by the Debenture Trustee, and, in the case of
     the Designated Subordinated Debentures, when validly issued by the Company
     and duly authenticated and delivered by the Debenture Trustee against
     Payment therefore as contemplated by the Company Agreements, will
     constitute valid and legally binding obligations of the Company,
     enforceable in accordance with their respective terms, subject to
     bankruptcy, insolvency, reorganization, moratorium and other similar laws
     relating to or affecting creditors' rights generally, general equitable
     principles (regardless of whether considered in a proceeding in equity or
     at law) and an implied covenant of good faith and fair dealing; the Trust
     Agreement, the Indenture and the Designated Guarantee have each been duly
     qualified under the Trust Indenture Act; the Designated Subordinated
     Debentures are entitled to the benefits of the Indenture; and the Company
     Agreements, which will be in substantially the form filed as exhibits to
     the Registration Statement, will conform in all material respects to the
     descriptions thereof in the Prospectus as amended or supplemented with
     respect to the Designated Securities to which they relate; and

<PAGE>

                                                                               7

         (f) the Pricing Agreement with respect to the Designated Securities
     (incorporating these Standard Provisions) has been duly authorized,
     executed and delivered by the Company and the Designated Trust.

     3. Upon the execution of the Pricing Agreement applicable to any Designated
Securities and authorization by the Representatives of the release of the Firm
Designated Securities, the several Underwriters propose to offer the Firm
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

     The Designated Trust may specify in the Pricing Agreement applicable to any
Designated Securities that the Designated Trust thereby grants to the
Underwriters the right (an "Overallotment Option") to purchase at their election
up to the number of Optional Designated Securities set forth in such Pricing
Agreement, on the terms set forth in the paragraph above, for the sole purpose
of covering over-allotments in the sale of the Firm Designated Securities. Any
such election to purchase Optional Designated Securities may be exercised by
written notice from the Representatives to the Designated Trust and the Company,
given within a period specified in the Pricing Agreement, setting forth the
aggregate number of Optional Designated Securities to be purchased and the date
on which such Optional Designated Securities are to be delivered, as determined
by the Representatives but in no event earlier than the First Time of Delivery
(as defined in Section 4 hereof) or, unless the Representatives, the Designated
Trust and the Company otherwise agree in writing, earlier than or later than the
respective number of business days after the date of such notice set forth in
such Pricing Agreement.

         The number of Optional Designated Securities to be added to the number
of Firm Designated Securities to be purchased by each Underwriter as set forth
in Schedule I to the Pricing Agreement applicable to such Designated Securities
shall be, in each case, the number of Optional Designated Securities which the
Designated Trust and the Company have been advised by the Representatives have
been attributed to such Underwriter; provided that, if the Designated Trust and
the Company have not been so advised, the number of Optional Designated
Securities to be so added shall be, in each case, that proportion of Optional
Designated Securities which the number of Firm Designated Securities to be
purchased by such Underwriter under such Pricing Agreement bears to the
aggregate number of Firm Designated Securities (rounded as the Representatives
may determine to the nearest 100 securities). The total number of Designated
Securities to be purchased by all the

<PAGE>
                                                                               8

Underwriters pursuant to such Pricing Agreement shall be the aggregate number of
Firm Designated Securities set forth in Schedule I to such Pricing Agreement
plus the aggregate number of Optional Designated Securities which the
Underwriters elect to purchase.

     As compensation to the Underwriters of the Designated Securities for their
commitments hereunder and under the Pricing Agreement, and in view of the fact
that the proceeds of the sale of the Designated Securities will be used by the
Designated Trust to purchase the Designated Subordinated Debentures of the
Company, the Company agrees to pay at each Time of Delivery to the
Representatives, for the accounts of the several Underwriters, the amount set
forth in the Pricing Agreement per preferred security for the Designated
Securities to be delivered at each Time of Delivery.

     4. Certificates for the Firm Designated Securities and the Optional
Designated Securities to be purchased by each Underwriter pursuant to the
Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Designated Trust and the Company, shall be delivered by or on behalf of the
Designated Trust to the Representatives for the account of such Underwriter,
against payment by such Underwriter or on its behalf of the purchase price
therefor by wire transfer of Federal (same day) Funds to an account designated
by the Designated Trust, (i) with respect to the Firm Designated Securities, all
in the manner and at the place and time and date specified in such Pricing
Agreement or at such other place and time and date as the Representatives, the
Designated Trust and the Company may agree upon in writing, such time and date
being herein called the "First Time of Delivery" and (ii) with respect to the
Optional Designated Securities, if any, in the manner and at the time and date
specified by the Representatives in the written notice given by the
Representatives of the Underwriters' election to purchase such Optional
Designated Securities, or at such other time and date as the Representatives,
the Designated Trust and the Company may agree upon in writing, such time and
date, if not the First Time of Delivery, herein called the "Second Time of
Delivery". Each such time and date for delivery is herein called a "Time of
Delivery".

     5. The Designated Trust and the Company, jointly and severally, agree with
each of the Underwriters of any Designated Securities:

         (a) to prepare the Prospectus as amended and supplemented in relation
     to such Designated Securities in a form approved by the Representatives and
     to file

<PAGE>
                                                                               9


     such Prospectus pursuant to Rule 424(b) under the Act not later than the
     Commission's close of business on the second business day following the
     execution and delivery of the Pricing Agreement relating to the Designated
     Securities or, if applicable, such earlier time as may be required by Rule
     424(b); before amending or supplementing the Registration Statement or
     Prospectus as amended or supplemented after the date of the Pricing
     Agreement relating to such Securities and prior to any Time of Delivery for
     such Securities, to furnish to the Representatives a copy of each such
     proposed amendment or supplement (other than an amendment by reason of
     filing a report under the Exchange Act that is incorporated by reference in
     the Registration Statement and does not relate specifically to the
     Designated Securities) and not to file any such proposed amendment or
     supplement to which the Representatives reasonably object; to advise the
     Representatives promptly of any such amendment or supplement after any Time
     of Delivery for the Designated Securities and furnish the Representatives
     with copies thereof; to file promptly all reports and any definitive proxy
     or information statements required to be filed by the Designated Trust or
     the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or
     15(d) of the Exchange Act for so long as the delivery of a prospectus is
     required in connection with the offering or sale of the Designated
     Securities, and during such same period to advise the Representatives,
     promptly after it receives notice thereof, of the time when any such
     amendment to the Registration Statement has been filed or becomes effective
     or any such supplement to the Prospectus or any amended Prospectus has been
     filed with the Commission, of the issuance by the Commission of any stop
     order or of any order preventing or suspending the use of any prospectus
     relating to the Designated Securities or the Designated Subordinated
     Debentures, of the suspension of the qualification of the Designated
     Securities or the Designated Subordinated Debentures for offering or sale
     in any jurisdiction, of the initiation or threatening of any proceeding for
     any such purpose, or of any request by the Commission for the amending or
     supplementing of the Registration Statement or Prospectus or for additional
     information; and, in the event of the issuance of any such stop order or of
     any such order preventing or suspending the use of any prospectus relating
     to the Securities or suspending any such qualification, promptly to use its
     best efforts to obtain the withdrawal of such order;

         (b) promptly from time to time to take such action as the
     Representatives may reasonably request to

<PAGE>
                                                                              10

     qualify such Designated Securities or the Designated Subordinated
     Debentures for offering and sale under the securities laws of such
     jurisdictions as the Representatives may request and to comply with such
     laws so as to permit the continuance of sales and dealings therein in such
     jurisdictions for as long as may be necessary to complete the distribution
     of such Designated Securities, provided that in connection therewith
     neither the Designated Trust nor the Company shall be required to qualify
     as a foreign corporation or to file a general consent to service of process
     in any jurisdiction;

         (c) prior to 10:00 a.m., New York City time, on the New York Business
     Day next succeeding the date of the Pricing Agreement, or such later date
     as shall be agreed, for such Designated Securities and from time to time,
     to furnish the Underwriters with copies of the Prospectus in New York City
     as amended or supplemented in such quantities as the Representatives may
     reasonably request, and, if the delivery of a prospectus is required at any
     time in connection with the offering or sale of the Designated Securities
     or the Designated Subordinated Debentures and if at such time any event
     shall have occurred as a result of which the Prospectus as then amended or
     supplemented would include an untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made when
     such Prospectus is delivered, not misleading, or, if for any other reason
     it shall be necessary during such same period to amend or supplement the
     Prospectus or to file under the Exchange Act any document incorporated by
     reference in the Prospectus in order to comply with the Act, the Exchange
     Act or the Trust Indenture Act, to notify the Representatives and upon
     their request to file such document and to prepare and furnish without
     charge to each Underwriter and to any dealer in securities as many copies
     as the Representatives may from time to time reasonably request of an
     amended Prospectus or a supplement to the Prospectus which will correct
     such statement or omission or effect such compliance. The expense of
     complying with the requirements of this Section 5(c) shall be borne (i)
     during the period of nine months after the date of the Pricing Agreement,
     by the Company, and (ii) after expiration of such nine-month period, by
     those Underwriters on whose behalf the Representatives may request copies
     of the Prospectus or of an amendment or amendments of or a supplement or
     supplements to the Prospectus;

<PAGE>
                                                                              11

         (d) in the case of the Company, to make generally available to its
     security holders as soon as practicable, but in any event not later than
     eighteen months after the effective date of the Registration Statement (as
     defined in Rule 158(c) under the Act), an earnings statement of the Company
     and its subsidiaries (which need not be audited) complying with Section
     11(a) of the Act and the rules and regulations of the Commission thereunder
     (including, at the option of the Company, Rule 158);

         (e) during the period beginning from the date of the Pricing Agreement
     for such Designated Securities and continuing to and including the earlier
     of (i) the termination of trading restrictions for such Designated
     Securities, as notified to the Designated Trust and the Company by the
     Representatives and (ii) the last Time of Delivery for such Designated
     Securities, not to offer, sell, contract to sell or otherwise dispose of,
     except as provided hereunder, any Securities, any other beneficial
     interests in the assets of any Trust, or any preferred securities or any
     other securities of any Trust or the Company, as the case may be, that are
     substantially similar to such Designated Securities (including any
     guarantee of such securities) or any securities that are convertible into
     or exchangeable for, or that represent the right to receive securities,
     preferred securities or any such substantially similar securities of either
     any Trust or the Company without the prior written consent of the
     Representatives;

         (f) in the case of the Company, to issue the Guarantee concurrently
     with the issue and sale of the Securities as contemplated herein or in the
     Pricing Agreement;

         (g) if the Pricing Agreement provides that a condition precedent to
     issuance of the Designated Securities at the Time of Delivery is that the
     Designated Securities shall have been duly listed subject to notice of
     issuance on the New York Stock Exchange, to use its best efforts to list,
     subject to notice of issuance, the Designated Securities on the New York
     Stock Exchange and, if the Company elects to terminate the Designated Trust
     and to distribute the Designated Subordinated Debentures to the holders of
     the Designated Securities in liquidation of the Designated Trust, to use
     its best efforts to list the Designated Subordinated Debentures, subject to
     notice of issuance, on the New York Stock Exchange prior to such
     distribution; and

<PAGE>
                                                                              12

         (h) if the Trust and the Company elect to rely upon Rule 462(b), the
     Trust and the Company shall file a Rule 462(b) Registration Statement with
     the Commission in compliance with Rule 462(b) by 10:00 a.m., Washington,
     D.C. time, on the first New York Business Day following the date of the
     Pricing Agreement, and the Trust and the Company shall at the time of
     filing either pay to the Commission the filing fee for the rule 462(b)
     Registration Statement or give irrevocable instructions for the payment of
     such fee pursuant to Rule 111(b) under the Act.

     6. The Company covenants and agrees with the several Underwriters that it
will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Securities, the Guarantee and the Subordinated Debentures
under the Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary Prospectus
and the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or producing any Agreement among Underwriters, this Agreement, any
Pricing Agreement, any Company Agreement, the Securities and the Subordinated
Debentures, any Blue Sky Memorandum, closing documents (including any
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities, the Guarantee and the Subordinated
Debentures for offering and sale under state securities laws as provided in
Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky survey(s); (iv) any fees charged by securities rating services for
rating the Securities and the Subordinated Debentures; (v) any filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, any required reviews by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities and the issuance of the
Guarantee and the Subordinated Debentures; (vi) the cost of preparing the
Securities and the Subordinated Debentures; (vii) the fees and expenses of any
Trustee, Debenture Trustee and Guarantee Trustee, and any agent of any trustee
and the fees and disbursements of counsel for any trustee in connection with any
Trust Agreement, Indenture, Guarantee and the Securities; (viii) the cost of
qualifying the Designated Securities with The Depository Trust Company; (ix) any
fees and expenses in connection with listing the Designated Securities and the
Designated Subordinated Debentures and the cost of registering the Securities
under Section 12 of

<PAGE>

                                                                              13

the Exchange Act; and (x) all other costs and expenses incident to the
performance of its obligations hereunder and under any Over-allotment Options
which are not otherwise specifically provided for in this Section. It is
understood, however, that, except as provided in this Section, and Sections 8
and 11 hereof, the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of any of the
Securities by them, and any advertising expenses connected with any offers they
may make.

     7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Designated Trust and
the Company in or incorporated by reference in the Pricing Agreement relating to
such Designated Securities are, at and as of each Time of Delivery for such
Designated Securities, true and correct, the condition that the Designated Trust
and the Company shall have performed all of their respective obligations
hereunder theretofore to be performed, and the following additional conditions:

         (a) the Prospectus as amended or supplemented in relation to such
     Designated Securities shall have been filed with the Commission pursuant to
     Rule 424(b) within the applicable time period prescribed for such filing by
     the rules and regulations under the Act and in accordance with Section 5(a)
     hereof; if the Trust and the Company have elected to rely upon Rule 462(b),
     the Rule 462(b) Registration Statement shall have become effective by 10:00
     a.m., Washington, D.C. time, on the first New York Business Day following
     the date of such Pricing Agreement; no stop order suspending the
     effectiveness of the Registration Statement or any part thereof shall have
     been issued and no proceeding for that purpose shall have been initiated or
     threatened by the Commission; and all requests for additional information
     on the part of the Commission shall have been complied with to the
     Representatives' reasonable satisfaction;

         (b) counsel for the Underwriters shall have furnished to the
     Representatives such opinion or opinions, dated each Time of Delivery for
     such Designated Securities, with respect to the incorporation of the
     Company and the formation of the Designated Trust, the validity of the
     Designated Securities, the Designated Subordinated Debentures, the
     Designated Guarantee, the Registration Statement, the Prospectus as amended
     or supplemented, as well as such

<PAGE>
                                                                              14


     other related matters as the Representatives may reasonably request, and
     such counsel shall have received such papers and information as they may
     reasonably request to enable them to pass upon such matters;

         (c) counsel for the Designated Trust and the Company satisfactory to
     the Representatives shall have furnished to the Representatives their
     written opinions, dated each Time of Delivery for such Designated
     Securities, respectively, in form and substance satisfactory to the
     Representatives, to the effect that:

            (i) the Company has been duly incorporated and is validly existing
         as a corporation in good standing under the laws of the State of
         Delaware, and The Chase Manhattan Bank (the "Bank") has been duly
         incorporated and is validly existing as a banking corporation in good
         standing under the laws of the State of New York, in each case with
         full corporate power and authority to conduct its business as described
         in the Prospectus as amended or supplemented;

            (ii) the Pricing Agreement with respect to the Designated Securities
         has been duly authorized, executed and delivered by the Company;

            (iii) the execution, delivery and performance by the Company of this
         Agreement and the Company Agreements and the issue and sale of the
         Designated Debentures and Designated Securities will not result in any
         violation of the provisions of the Company's Certificate of
         Incorporation or By-Laws or breach or result in a default under
         any indenture, mortgage, deed of trust, loan agreement or other
         agreement or instrument known to such counsel to which the Company is a
         party or by which the Company is bound or to which any of the property
         or assets of the Company is subject, nor will such actions by the
         Company violate any Federal or New York statute or the Delaware
         General Corporation Law or any order known to such counsel issued
         pursuant to any federal or New York statute or the Delaware General
         Corporation Law by any court or governmental agency or body having
         jurisdiction over the Company or any of its properties;

<PAGE>
                                                                              15

            (iv) no consent, approval, authorization, order, registration or
         qualification of or with any New York State or Federal governmental
         agency or body or any Delaware governmental agency or body acting
         pursuant to the Delaware General Corporation Law or, to such counsel's
         knowledge, any federal or New York court or any Delaware court acting
         pursuant to the Delaware General Corporation Law is required for the
         issue and sale of the Designated Securities being delivered at such
         Time of Delivery or the issuance of the Designated Guarantee and the
         Designated Subordinated Debentures, except such as have been obtained
         under the Act and the Trust Indenture Act and such consents, approvals,
         authorizations, registrations or qualifications as may be required
         under state securities or Blue Sky laws in connection with the purchase
         and distribution of the Designated Securities by the Underwriters or
         the issuance of the Designated Guarantee and Designated Subordinated
         Debentures by the Company;

            (v) the statements set forth (i) in the Prospectus under the
         captions "Description of Junior Subordinated Debentures", "Description
         of Preferred Securities" and "Description of Guarantee" and (ii) in the
         Prospectus as amended or supplemented under the captions "Certain Terms
         of Series _ Capital Securities", "Certain Terms of Series _
         Subordinated Debentures" and "Certain Terms of Series _ Guarantee", or
         similar applicable provisions, insofar as they purport to constitute
         summaries of certain terms of the Designated Securities and the Company
         Agreements, in each case constitute accurate summaries of the terms of
         the Company Agreements and of such securities, as set forth in the
         Company Agreements, in all material respects;

            (vi) the Designated Subordinated Debentures are in the form
         prescribed in or pursuant to the Indenture, have been duly and validly
         authorized by the Company by all necessary corporate action and, when
         completed, executed and authenticated as specified in or pursuant to
         the Indenture and issued and delivered against payment therefor as
         specified in the Company Agreements, will be valid and legally binding
         obligations of the Company, enforceable in accordance with their terms,
         subject to the effects of bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to or affecting creditors' rights generally, to general equitable

<PAGE>
                                                                              16

         principles (whether considered in a proceeding in equity or at law) and
         by an implied covenant of good faith and fair dealing;

            (vii) the Indenture, the Designated Guarantee and the Trust
         Agreement for the Designated Trust have each been duly authorized,
         executed and delivered by the Company and, assuming that such
         documents are the valid and legally binding obligation of the
         Debenture Trustee (in the case of the Indenture) and of the Guarantee
         Trustee (in the case of the Guarantee) constitute valid and legally
         binding obligations of the Company, enforceable in accordance with
         their respective terms, subject to the effects of bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and
         other similar laws relating to or affecting creditors' rights
         generally, to general equitable principles (whether considered in a
         proceeding in equity or at law) and an implied covenant of good faith
         and fair dealing; and the Indenture, the Designated Guarantee and the
         Designated Trust Agreement have been duly qualified under the Trust
         Indenture Act;

            (viii) the Designated Trust is not an "investment company", as such
         term is defined in the Investment Company Act of 1940, as amended;


<PAGE>
                                                                              17

             (ix) although they have not independently verified and do not
         assume any responsibility for the accuracy, completeness or fairness of
         the statements contained in the Registration Statement or the
         Prospectus, except for those referred to in the opinion in subsection
         (v) of this Section 7(c), (A) they are of the opinion that the
         Registration Statement and the Prospectus as amended or supplemented,
         and any further amendments and supplements thereto made by the
         Designated Trust or the Company prior to such Time of Delivery (other
         than the financial statements and related schedules and other financial
         and statistical data therein and the Form T-1 Statements of Eligibility
         and Qualification of the Trustees, as to which such counsel need
         express no opinion), complied as to form in all material respects with
         the requirements of the Act and the Trust Indenture Act and the rules
         and regulations thereunder; and (B) they have no reason to believe
         that, the Registration Statement, as of its effective date (including
         the documents incorporated by reference therein on file with the
         Commission on such effective date), contained any untrue statement of a
         material fact or omitted to state any material fact required to be
         stated therein or necessary in order to make the statements therein not
         misleading or that the Prospectus (including the documents incorporated
         by reference therein) contained as of its issue date or contains as of
         the Time of Delivery any untrue statement of a material fact or omitted
         to state as of its issue date or omits to state as of the Time of
         Delivery any material facts necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, except that in each case such counsel expresses no
         belief with respect to the financial statements or other financial or
         statistical date contained or incorporated by reference in the
         Registration Statement, the Prospectus or the documents incorporated by
         reference therein; and they do not know of any contracts or other
         documents of a character required to be filed as an exhibit to the
         Registration Statement or required to be incorporated by reference into
         the Prospectus as amended or supplemented or required to be described
         in the Registration Statement or the Prospectus as amended or
         supplemented which

<PAGE>
                                       18

         are not filed or incorporated by reference or described as required;

         (d) special Delaware Counsel to the Designated Trust and the Company
     satisfactory to the Representatives, shall have furnished to you, the
     Company and the Designated Trust their written opinion, dated the
     respective Time of Delivery, in form and substance satisfactory to you, to
     the effect that:

            (i) the Designated Trust has been duly created and is validly
         existing in good standing as a business trust under the Delaware
         Business Trust Act, and all filings required under the laws of the
         State of Delaware with respect to the creation and valid existence of
         the Designated Trust as a business trust have been made;

            (ii) under the Delaware Business Trust Act and the Trust Agreement,
         the Designated Trust has the power and authority to own property and
         conduct its business, all as described in the Prospectus;

            (iii) the Trust Agreement constitutes a valid and legally binding
         obligation of the Company and the Trustees, enforceable against the
         Company and the Trustees, in accordance with its terms, subject, as to
         enforcement, to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles;

            (iv) under the Delaware Business Trust Act and the Trust Agreement,
         the Designated Trust has the power and authority to (a) execute and
         deliver, and to perform its obligations under this Agreement and the
         Pricing Agreement and (b) issue and perform its obligations under the
         Designated Securities and the Common Securities of the Designated
         Trust;

            (v) under the Delaware Business Trust Act and the Trust Agreement,
         the execution and delivery by the Designated Trust of this Agreement
         and the Pricing Agreement, and the performance by the Designated Trust
         of its obligations thereunder and thereunder, have been duly authorized
         by all necessary action on the part of the Designated Trust;

<PAGE>
                                                                              19

            (vi) the Designated Securities have been duly authorized by the
         Trust Agreement and are duly and validly issued and, subject to the
         qualifications set forth herein, fully paid and nonassessable
         beneficial interests in the Designated Trust and are entitled to the
         benefits provided by the Trust Agreement; the holders of the Designated
         Securities (the "Securityholders"), as beneficial owners of the
         Designated Trust, will be entitled to the same limitation of personal
         liability extended to stockholders of private corporations for profit
         organized under the General Corporation Law of the State of Delaware;
         provided that such counsel may note that the Securityholders may be
         obligated, pursuant to the Trust Agreement, to (a) provide indemnity
         and/or security in connection with and pay taxes or governmental
         charges arising from transfers or exchanges of securities certificates
         and the issuance of replacement securities certificates and (b) provide
         security and indemnity in connection with requests of or directions to
         the Property Trustee (as defined in the Trust Agreement) to exercise
         its rights and remedies under the Trust Agreement;

            (vii) the Common Securities of the Designated Trust have been duly
         authorized by the Trust Agreement and are validly issued and represent
         beneficial interests in the Designated Trust;

            (viii) under the Delaware Business Trust Act and the Trust
         Agreement, the issuance of the Designated Securities and the Common
         Securities of the Designated Trust is not subject to preemptive rights;

            (ix) the issuance and sale by the Designated Trust of Designated
         Securities and the Common Securities of the Designated Trust, the
         execution, delivery and performance by the Designated Trust of this
         Agreement and the Pricing Agreement, the consummation by the Designated
         Trust of the transactions contemplated thereby and compliance by the
         Designated Trust with its obligations thereunder will not violate (a)
         any of the provisions of the Certificate of Trust of the Designated
         Trust or the Trust Agreement, or (b) any applicable Delaware law or
         administrative regulation;

            (x) assuming that the Designated Trust derives no income from or
         connected with services
<PAGE>
                                       20


         provided within the State of Delaware and has no assets, activities
         (other than maintaining the Delaware Trustee and the filing of
         documents with the Secretary of State of the State of Delaware) or
         employees in the State of Delaware, no authorization, approval, consent
         or order of any Delaware court or governmental authority or agency is
         required to be obtained by the Designated Trust solely in connection
         with the issuance and sale of the Designated Securities and the Common
         Securities of the Designated Trust (in rendering the opinion expressed
         in this paragraph (x), such counsel need express no opinion concerning
         the securities laws of the State of Delaware); and

            (xi) assuming that the Designated Trust derives income from or
         connected with services provided within the State of Delaware and has
         no assets, activities (other than maintaining the Delaware Trustee and
         the filing of documents with the Secretary of State of the State of
         Delaware) or employees in the State of Delaware, the Securityholders
         (other than those holders of the Securities who reside or are domiciled
         in the State of Delaware) will have no liability for income taxes
         imposed by the State of Delaware solely as a result of their
         participation in the Designated Trust, and the Designated Trust will
         not be liable for any income tax imposed by the State of Delaware.

         (e) tax counsel for the Designated Trust and the Company satisfactory
     to the Representatives shall have furnished to you their written opinion,
     dated the respective Time of Delivery, in form and substance satisfactory
     to you, to the effect that such firm confirms its opinion set forth in the
     Prospectus under the caption "Certain Federal Income Tax Consequences";

         (f) on the date of the Pricing Agreement for such Designated Securities
     at a time prior to the execution of the Pricing Agreement with respect to
     the Designated Securities (if so provided in the Pricing Agreement) and at
     each Time of Delivery for such Designated Securities, the independent
     accountants of the Company who have certified the financial statements of
     the Company and its subsidiaries included or incorporated by reference in
     the Registration Statement shall have furnished to the Representatives a
     letter, dated the date of the Pricing Agreement and a letter dated such
     Time of Delivery, respectively, to the effect set forth in Annex II hereto,
     and with respect to such letter dated such Time of Delivery, as to such
     other matters

<PAGE>
                                                                              21

     as the Representatives may reasonably request and in form and substance
     satisfactory to the Representatives;

         (g) since the respective dates as of which information is given in the
     Prospectus as amended prior to the date of the Pricing Agreement relating
     to the Designated Securities there shall not have been any change in the
     capital stock or long-term debt of the Company or any change in or
     affecting the general affairs, management, financial position,
     stockholders' equity, results of operations or prospects of the Company and
     its subsidiaries (taken as a whole), otherwise than as set forth or
     contemplated in the Prospectus as amended or supplemented prior to the date
     of the Pricing Agreement relating to the Designated Securities, the effect
     of which is in the reasonable judgment of the Representatives so material
     and adverse as to make it impracticable or inadvisable to proceed with the
     public offering or the delivery of the Designated Securities on the terms
     and in the manner contemplated in the Prospectus as amended relating to the
     Designated Securities;

         (h) (x) on or after the date of the Pricing Agreement relating to the
     Designated Securities there shall not have occurred any of the following:
     (i) trading in securities generally on the New York Stock Exchange shall
     have been suspended or materially limited, (ii) trading in the Common Stock
     of the Company on the New York Stock Exchange shall have been suspended,
     (iii) a general moratorium on commercial banking activities in New York
     shall have been declared by Federal or New York authorities or (iv) there
     shall have occurred any outbreak of hostilities or escalation thereof or
     other calamity or crisis having an adverse effect on the financial markets
     of the United States and (y) the occurrence or consequences of any one or
     more of such events shall have, in the reasonable judgment of the
     Representatives, made it impracticable to market the Firm Designated
     Securities or Optional Designated Securities or both on the terms and in
     the manner contemplated by the Prospectus as first amended or supplemented
     relating to the Designated Securities.

         (i) if so provided in the Pricing Agreement, the Designated Securities
     at each Time of Delivery shall have been duly approved for listing subject
     to notice of issuance on the New York Stock Exchange;

         (j) the Company shall have complied with the provisions of Section 5(c)
     hereof with respect to the furnishing of prospectuses on the New York
     Business Day next succeeding the date of the Pricing Agreement for

<PAGE>
                                                                              22

     such Designated Securities, or such later date as shall be agreed; and

         (k) the Designated Trust and the Company shall have furnished or caused
     to be furnished to the Representatives at each Time of Delivery for the
     Designated Securities certificates of officers of the Designated Trust and
     the Company satisfactory to the Representatives as to the accuracy of the
     representations and warranties of the Designated Trust and the Company
     herein at and as of such Time of Delivery, as to the performance by the
     Designated Trust and the Company of all of its obligations hereunder to be
     performed at or prior to such Time of Delivery, as to the matters set forth
     in subsections (a) and (g) of this Section and as to such other matters as
     the Representatives may reasonably request (in each case to the best of
     such officer's knowledge after reasonable investigation).

     8. (a) The Designated Trust and the Company, jointly and severally, will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Designated Securities the use of which by the Underwriters has
been approved in writing by the Company, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that neither the Designated Trust nor the Company
shall be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Designated Securities the use of which by the Underwriters has been approved
in writing by the Company, or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the

<PAGE>
                                                                              23

Designated Trust and the Company by any Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Designated Securities; and provided further, that
with respect to any untrue statement or omission or alleged untrue statement or
omission made in any Preliminary Prospectus, the indemnity agreement contained
in this subsection (a) shall not inure to the benefit of any Underwriter from
whom the person asserting such losses, claim, damages or liabilities purchased
the Designated Securities concerned (or to the benefit of any person controlling
such Underwriter), to the extent that any such loss, claim, damage or liability
of such Underwriter results from the fact that a copy of the Prospectus
(excluding the documents incorporated by reference therein) was not sent or
given to such person at or prior to the written confirmation of the sale of such
Designated Securities to such person, provided that the Company has delivered
the Prospectus (or amendment or supplement thereto) to the Underwriters in
requisite quantity on a timely basis to permit such delivery or sending in
compliance with Section 5(c) of this Agreement.

     (b) Each Underwriter will indemnify and hold harmless the Designated Trust
and the Company against any losses, claims, damages or liabilities to which the
Designated Trust may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Designated Securities the
use of which by the Underwriters has been approved in writing by the Company, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Designated Securities the use of which by the Underwriters has
been approved in writing by the Company, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Designated Trust and the Company by such Underwriter through the Representatives
expressly for use therein; and will reimburse the Designated Trust and the
Company for any legal or other expenses reasonably incurred

<PAGE>
                                                                              24


by the Designated Trust in connection with investigating or defending any such
action or claim as such expenses are incurred.

     (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party
under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify such indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment includes
an unconditional release of the indemnified party from all liability arising out
of such action or claim.

     (d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Designated Trust and the Company on the one hand and the Underwriters of
the Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim,

<PAGE>
                                                                              25

damage or liability (or action in respect thereof) relates. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Designated Trust and the Company on the one hand and the
Underwriters of the Designated Securities on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Designated Trust
and the Company on the one hand and such Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Designated Trust and the Company
bear to the total underwriting discounts and commissions received by such
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Designated Trust and the Company on the one hand or
such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Designated Trust, the Company and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this subsection (d)
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent

<PAGE>
                                                                              26


misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated Securities
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations with respect to such Securities and not
joint.

     (e) The obligations of the Designated Trust and the Company under this
Section 8 shall be in addition to any liability which the Designated Trust and
the Company may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section 8
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
trustee of the Designated Trust and to each officer who signed the Registration
Statement and director of the Company and to each person, if any, who controls
the Designated Trust and the Company within the meaning of the Act.

     9. If, at the Time of Delivery, any one or more of the Underwriters shall
fail or refuse to purchase Designated Securities that it has or they have agreed
to purchase hereunder on such date, and the aggregate amount of Designated
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate amount of the
Designated Securities to be purchased on such date, the other Underwriters shall
be obligated severally in the proportions that the amount of Designated
Securities set forth opposite their respective names in the Pricing Agreement
bears to the aggregate amount of Designated Securities set forth opposite the
names of all such non-defaulting Underwriters, or in such other proportions as
the Representatives may specify, to purchase the Designated Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date; provided that in no event shall the amount of Designated
Securities that any Underwriter has agreed to purchase pursuant to this
Agreement be increased pursuant to this Section 9 by an amount in excess of
one-ninth of such amount of Designated Securities without the written consent of
such Underwriter. If, at the Time of Delivery, any Underwriter or Underwriters
shall fail or refuse to purchase Designated Securities and the aggregate amount
of Designated Securities with respect to which such default occurs is more than
one-tenth of the aggregate amount of Designated Securities to be purchased on
such date, and arrangements satisfactory to the Representatives and the Company
for the purchase of such Designated Securities are not made within 36 hours
after such default, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter or the Company. In any such case either the
Representatives or

<PAGE>
                                                                              27

the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

     If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

     10. The respective indemnities, agreements, representations, warranties and
other statements of the Designated Trust or the Company and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Designated Trust or the Company, or any officer or director
or controlling person of the Designated Trust or the Company, and shall survive
delivery of and payment for the Securities.

     11. If any Pricing Agreement or Over-allotment Option shall be terminated
pursuant to Section 9 hereof, neither the Designated Trust nor the Company shall
then be under any liability to any Underwriter with respect to the Firm
Designated Securities or Optional Designated Securities with respect to which
such Pricing Agreement shall have been terminated except as provided in Sections
6 and 8 hereof; but, if for any other reason, Designated Securities are not
delivered by or on behalf of the Designated Trust or the Company as provided
herein, the Company will reimburse the Underwriters through the Representatives
for all out-of-pocket expenses approved in writing by the Representatives,
including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of such
Designated Securities, but the Designated Trust or the Company shall then be
under no further liability to any Underwriter with respect to such

<PAGE>
                                                                              28

Designated Securities except as provided in Sections 6 and 8 hereof.

     12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Designated Trust or the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address of the
Designated Trust or the Company, respectively, set forth in the Registration
Statement, Attention: Secretary; provided, however, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
its Underwriters' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Designated Trust and the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

     13. Each Pricing Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, each Designated Trust, the Company and, to the
extent provided in Sections 8 and 10 hereof, the officers and directors of each
Designated Trust, the Company and each person who controls any Designated Trust
or the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of any such Pricing Agreement. No purchaser of
any of the Securities from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.

     14. As used herein, the term "business day" shall mean any day when the
Commission's office in Washington, D.C. is open for business.

     15. Each Pricing Agreement shall be governed by and construed in accordance
with the laws of the State of New York.


<PAGE>
                                                                              29

     16. Each Pricing Agreement may be executed by any one or more of the
parties hereto and thereto in any number of counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.



<PAGE>

                                                                         ANNEX 1

                                Pricing Agreement
                                -----------------

[Name(s) of Co-Representative(s),]
  As Representatives of the several
    Underwriters named in Schedule I hereto,
c/o [Address of Lead Manager),

_____________,
New York, New York 10___.

                                                                Date: __________

Ladies and Gentlemen:

     J.P. Morgan Chase Capital _, a statutory business trust formed under the
laws of the State of Delaware (the "Designated Trust") and J.P. Morgan Chase &
Co., a _________ corporation (the "Company"), propose, subject to the terms and
conditions stated herein and in the Standard Provisions, dated _______ __, ____
attached hereto (the "Standard Provisions"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities" consisting of Firm
Designated Securities and any Optional Designated Securities the Underwriters
may elect to purchase). The principal asset of the Designated Trust consists of
debt securities of the Company (the "Subordinated Debentures"), as specified in
Schedule II to this Agreement. The Designated Securities will be guaranteed by
the Company to the extent set forth in this Agreement with respect to such
Designated Securities (the "Guarantee"). Each of the provisions of the Standard
Provisions is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Standard Provisions shall be
deemed to be a representation or warranty as of the date of the Standard
Provisions in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Standard Provisions so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Standard Provisions are used herein as
therein defined. The Representatives designated to act on behalf of the

<PAGE>

                                                                               2

Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Standard Provisions and the address of
the Representatives referred to in such Section 12 are set forth in Schedule II
hereto.

     An amendment to the Initial Registration Statement or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

     Subject to the terms and conditions set forth herein and in the Standard
Provisions incorporated herein by reference, (a) the Designated Trust agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Designated Trust, at the time
and place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the number of Firm Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto and, (b) in the event and to the extent
that the Underwriters shall exercise the election to purchase Optional
Designated Securities, as provided below, the Designated Trust agrees to issue
and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Designated Trust at the purchase
price to the Underwriters set forth in Schedule II hereto that portion of the
number of Optional Designated Securities as to which such election shall have
been exercised.

     The Designated Trust hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto on the
terms referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Firm Designated Securities. Any such election
to purchase Optional Designated Securities may be exercised by written notice
from the Representatives to the Designated Trust and the Company given within a
period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Designated Securities to be purchased and
the date on which such Optional Designated Securities are to be delivered, as
determined by the Representatives, but in no event earlier than the First Time
of Delivery or, unless the Representatives and the Designated Trust otherwise
agree in writing, no earlier than two or later than ten business days after the
date of such notice.

     If the foregoing is in accordance with your understanding, please sign and
return to us [ ] counterparts

<PAGE>
                                                                               3

hereof, and upon acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof, including the provisions
of the Standard Provisions incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Designated Trust and
the Company. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority set forth in a
form of Agreement among Underwriters, the form of which shall be submitted to
the Designated Trust and the Company for examination, upon request, but without
warranty on the part of the Representatives as to the authority of the signers
thereof.

                                         Very truly yours,

                                         J.P. MORGAN CHASE & CO.

                                         by
                                            -------------------------
                                         Name:
                                         Title:


                                         J.P. MORGAN CHASE CAPITAL __

                                         By: J.P. Morgan Chase & Co.,
                                             as Depositor

                                         by
                                            -------------------------
                                         Name:
                                         Title:


Accepted as of the date hereof:

[Name(s) of Co-Representative(s)]
As Representatives of the Underwriters
  Named in Schedule I hereto

By:
   ------------------------------

On behalf of each of the Underwriters

<PAGE>

                                   SCHEDULE I

<TABLE>
<CAPTION>
                                                                                  MAXIMUM NUMBER
                                                  NUMBER OF                         OF OPTIONAL
            UNDERWRITER                  FIRM DESIGNATED SECURITIES         DESIGNATED SECURITIES WHICH
                                               TO BE PURCHASED                        MAY BE
                                                                                     PURCHASED
<S>                                     <C>                                 <C>














</TABLE>


<PAGE>

                                   SCHEDULE II

DESIGNATED TRUST:
- -----------------

     J.P. Morgan Chase Capital __


TITLE OF DESIGNATED SECURITIES:
- -------------------------------


AGGREGATE PRINCIPAL AMOUNT:
- ---------------------------

     Aggregate principal amount of Designated
     Securities to be sold:  $______________

PRICE TO PUBLIC:
- ----------------

     100% of the principal amount of the Designated Securities

PURCHASE PRICE BY UNDERWRITERS:
- -------------------------------

     ________% of the principal amount of the Designated Securities

UNDERWRITERS' COMPENSATION:
- ---------------------------

     As compensation to the Underwriters for their commitments hereunder, and in
     view of the fact that the proceeds of the sale of the Designated Securities
     will be used by the Designated Trust to purchase the Subordinated
     Debentures of the Company, the Company hereby agrees to pay at each Time of
     Delivery to [Name of Lead Manager], for the accounts of the several
     Underwriters, an amount equal to $_____________ per preferred security for
     the Designated Securities to be delivered at each Time of Delivery.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
- ----------------------------------------------

     Federal (same day) Funds

ACCOUNTANTS' LETTER TO BE DELIVERED ON DATE OF PRICING AGREEMENT:
- -----------------------------------------------------------------


TRUST AGREEMENT:
- ----------------

     Amended and Restated Trust Agreement dated as of ________ __, ____, between
     the Company and the Trustees named therein

<PAGE>

                                                                               2

INDENTURE:
- ----------

     Indenture dated as of _________ __, ____, between the Company and
     [Debenture Trustee], as Debenture Trustee and Supplemental Indenture No.__
     dated as of __________ __, ____, between the Company and the Debenture
     Trustee (collectively the "Indenture")

TITLE OF SUBORDINATED DEBENTURES:
- ---------------------------------

     [ ]% Junior Subordinated Deferrable Interest Debentures, Series _

GUARANTEE:
- ----------

     Guarantee Agreement dated as of __________ __, ____, between Company and
     [Guarantee Trustee], as Guarantee Trustee

MATURITY:
- ---------

     ______________, ________

INTEREST RATE:
- --------------

     ___%


INTEREST PAYMENT DATES:
- -----------------------

EXTENSION PERIOD:
- -----------------

REDEMPTION PROVISIONS:
- ----------------------

     [The redemption provisions set forth in Section 402 of the Trust Agreement
     shall apply to the Designated Securities.]

SINKING FUND PROVISIONS:
- ------------------------

     [No sinking fund provisions.]

TIME OF DELIVERY:
- -----------------

     10:00 a.m., New York City time

     ______________, ______

CLOSING LOCATION:
- -----------------

<PAGE>

                                                                               3

NAMES AND ADDRESSES OF REPRESENTATIVES:
- ---------------------------------------



<PAGE>

                                                                        ANNEX II

Pursuant to Section 7(d) of the Standard Provisions, the accountants shall
furnish letters to the Underwriters to the effect that:

            (i) they are independent certified public accountants with respect
         to the Designated Trust and the Company and its subsidiaries within the
         meaning of the Act and the applicable published rules and regulations
         thereunder;

            (ii) in their opinion, the financial statements and any
         supplementary financial information and schedules (and, if applicable,
         financial forecasts and/or pro forma financial information) examined by
         them and included or incorporated by reference in the Registration
         Statement or the Prospectus comply as to form in all material respects
         with the applicable accounting requirements of the Act or the Exchange
         Act, as applicable, and the related published rules and regulations
         thereunder; and, if applicable, they have made a review in accordance
         with standards established by the American Institute of Certified
         Public Accountants of the consolidated interim financial statements,
         selected financial data, pro forma financial information, financial
         forecasts and/or condensed financial statements derived from audited
         financial statements of the Company for the periods specified in such
         letter, as indicated in their reports thereon, copies of which have
         been separately furnished to the representatives of the Underwriters
         (the "Representatives");

            (iii) they have made a review in accordance with standards
         established by the American Institute of Certified Public Accountants
         of the unaudited condensed consolidated statements of income,
         consolidated balance sheets and consolidated statements of cash flows
         included in the Prospectus and/or included in the Company's quarterly
         reports on Form 10-Q incorporated by reference into the Prospectus as
         indicated in their reports thereon copies of which have been separately
         furnished to the Representatives; and on the basis of specified
         procedures including inquiries of officials of the Company who have
         responsibility for financial and accounting matters regarding whether
         the unaudited condensed consolidated financial statements referred to
         in paragraph (vi)(A)(i) below comply as to form in all material
         respects with the applicable

<PAGE>
                                                                               2

         accounting requirements of the Act and the Exchange Act and the related
         published rules and regulations, nothing came to their attention that
         caused them to believe that the unaudited condensed consolidated
         financial statements do not comply as to form in all material respects
         with the applicable accounting requirements of the Act and the Exchange
         Act and the related published rules and regulations;

            (iv) the unaudited selected financial information with respect to
         the consolidated results of operations and financial position of the
         Company for the five most recent fiscal years included in the
         Prospectus and included or incorporated by reference in Item 6 of the
         Company's Annual Report on Form 10-K for the most recent fiscal year
         agrees with the corresponding amounts (after restatement where
         applicable) in the audited consolidated financial statements for such
         five fiscal years which were included or incorporated by reference in
         the Company's Annual Reports on Form 10-K for such fiscal years;

            (v) they have compared the information in the Prospectus under
         selected captions with the disclosure requirements of Regulation S-K
         and on the basis of limited procedures specified in such letter nothing
         came to their attention as a result of the foregoing procedures that
         caused them to believe that this information does not conform in all
         material respects with the disclosure requirements of items 301, 302,
         402 and 503(d), respectively, of Regulation S-K;

            (vi) on the basis of limited procedures, not constituting an
         examination in accordance with generally accepted auditing standards,
         consisting of a reading of the unaudited financial statements and other
         information referred to below, a reading of the latest available
         interim financial statements of the Company and its subsidiaries,
         inspection of the minute books of the Company and its subsidiaries
         since the date of the latest audited financial statements included or
         incorporated by reference in the Prospectus, inquiries of officials of
         the Company and its subsidiaries responsible for financial and
         accounting matters and such other inquiries and procedures as may be
         specified in such letter, nothing came to their attention that caused
         them to believe that:

<PAGE>

                                                                               3

                   (A) (i) the unaudited condensed consolidated statements of
            income, consolidated balance sheets and consolidated statements of
            cash flows included in the Prospectus and/or included or
            incorporated by reference in the Company's Quarterly Reports on Form
            10-Q incorporated by reference in the Prospectus do not comply as to
            form in all material respects with the applicable accounting
            requirements of the Exchange Act and the related published rules and
            regulations, or (ii) any material modifications should be made to
            the unaudited condensed consolidated statements of income,
            consolidated balance sheets and consolidated statements of cash
            flows included in the Prospectus or included in the Company's
            Quarterly Reports on Form 10-Q incorporated by reference in the
            Prospectus, for them to be in conformity with generally accepted
            accounting principles;

                   (B) any other unaudited income statement data and balance
            sheet items included in the Prospectus do not agree with the
            corresponding items in the unaudited consolidated financial
            statements from which such data and items were derived, and any such
            unaudited data and items were not determined on a basis
            substantially consistent with the basis for the corresponding
            amounts in the audited consolidated financial statements included or
            incorporated by reference in the Company's Annual Report on Form
            10-K for the most recent fiscal year;

                   (C) the unaudited financial statements which were not
            included in the Prospectus but from which were derived the unaudited
            condensed financial statements referred to in clause (A) and any
            unaudited income statement data and balance sheet items included in
            the Prospectus and referred to in clause (B) were not determined on
            a basis substantially consistent with the basis for the audited
            financial statements included or incorporated by reference in the
            Company's Annual Report on Form 10-K for the most recent fiscal
            year;

                   (D) any unaudited pro forma consolidated condensed financial
            statements included or incorporated by reference in the Prospectus
            do not comply as to form in all material respects with the
            applicable accounting requirements of the Act and the published
            rules and regulations thereunder or the pro forma adjustments have
            not been

<PAGE>

                                                                               4

            properly applied to the historical amounts in the compilation of
            those statements;

                   (E) as of a specified date not more than five days prior to
            the date of such letter, there have been any changes in the
            consolidated capital stock (other than issuances of capital stock
            upon exercise of options and stock appreciation rights, upon
            earn-outs of performance shares and upon conversions of convertible
            securities, in each case which were outstanding on the date of the
            latest balance sheet included or incorporated by reference in the
            Prospectus) or any increase in the consolidated long-term debt of
            the Company and its subsidiaries, or any decreases in consolidated
            net current assets or stockholders' equity or other items specified
            by the Representatives, or any increases in any items specified by
            the Representatives, in each case as compared with amounts shown in
            the latest balance sheet included or incorporated by reference in
            the Prospectus, except in each case for changes, increases or
            decreases which the Prospectus discloses have occurred or may occur
            or which are described in such letter; and

                   (F) for the period from the date of the latest financial
            statements included or incorporated by reference in the Prospectus
            to the specified date referred to in clause (E) there were any
            decreases in consolidated net revenues or operating profit or the
            total or per share amounts of consolidated net income or other items
            specified by the Representatives, or any increases in any items
            specified by the Representatives, in each case as compared with the
            comparable period of the preceding year and with any other period of
            corresponding length specified by the Representatives, except in
            each case for increases or decreases which the Prospectus discloses
            have occurred or may occur or which are described in such letter;
            and

            (vii) in addition to the examination referred to in their report(s)
         included or incorporated by reference in the Prospectus and the limited
         procedures, inspection of minute books, inquiries and other procedures
         referred to in paragraphs (iii) and (vi) above, they have carried out
         certain specified procedures, not constituting an examination in
         accordance with generally accepted auditing standards, with respect to
         certain amounts, percentages and financial information specified by the
         Representatives

<PAGE>

                                                                               5

         which are derived from the general accounting records of the Company
         and its subsidiaries, which appear in the Prospectus (excluding
         documents incorporated by reference), or in Part II of, or in exhibits
         and schedules to, the Registration Statement specified by the
         Representatives or in documents incorporated by reference in the
         Prospectus specified by the Representatives, and have compared certain
         of such amounts, percentages and financial information with the
         accounting records of the Company and its subsidiaries and have found
         them to be in agreement.

         All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Standard Provisions as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities for purposes of the letter delivered at the Time of Delivery for such
Designated Securities.










</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>AMENDED AND RESTATED TRUST AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit 4.6

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                     J.P. MORGAN CHASE & CO., as Depositor,

                              THE BANK OF NEW YORK,
                              as Property Trustee,

                        THE BANK OF NEW YORK (DELAWARE),
                              as Delaware Trustee,

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         Dated as of ____________, 200_

                          J.P. MORGAN CHASE CAPITAL [ ]


<PAGE>

                          J.P. MORGAN CHASE CAPITAL [ ]

 Certain Sections of this Trust Agreement relating to Sections 310 through 318
of the Trust Indenture Act of 1939:

Trust Indenture                                               Trust Agreement
Act Section                                                   Section
- ------------------                                            ----------------
(Section) 310      (a) (1)................................    8.7
                   (a) (2)................................    8.7
                   (a) (3)................................    8.9
                   (a) (4)................................    2.7(a)(ii)
                   (b)....................................    8.8
(Section) 311      (a)....................................    8.13
                   (b)....................................    8.13
(Section) 312      (a)....................................    5.7
                   (b)....................................    5.7
                   (c)....................................    5.7
(Section) 313      (a)....................................    8.14(a)
                   (a) (4)................................    8.14(b)
                   (b)....................................    8.14(b)
                   (c)....................................    10.9
                   (d)....................................    8.14(c)
(Section) 314      (a)....................................    8.15
                   (b)....................................    Not Applicable
                   (c) (1)................................    8.16
                   (c) (2)................................    8.16
                   (c) (3)................................    Not Applicable
                   (d)....................................    Not Applicable
                   (e)....................................    1.1, 8.16
(Section) 315      (a)....................................    8.1(a), 8.3(a)
                   (b)....................................    8.2, 10.9
                   (c)....................................    8.1(a)
                   (d)....................................    8.1, 8.3
                   (e)....................................    Not Applicable
(Section) 316      (a)....................................    Not Applicable
                   (a) (1) (A)............................    Not Applicable
                   (a) (1) (B)............................    Not Applicable
                   (a) (2)................................    Not Applicable
                   (b)....................................    5.14
                   (c)....................................    6.7
(Section) 317      (a) (1)................................    Not Applicable
                   (b) (2)................................    Not Applicable
                   (b)....................................    5.9
(Section) 318      (a)....................................    10.11

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Trust Agreement.


<PAGE>

                                           TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          PAGE

<S>                                                                                                      <C>
ARTICLE I DEFINED TERMS.....................................................................................1

     SECTION 1.1    Definitions.............................................................................1

ARTICLE II CONTINUATION OF THE TRUST.......................................................................10

     SECTION 2.1    Name...................................................................................10

     SECTION 2.2    Office of the Delaware Trustee; Principal Place of Business............................10

     SECTION 2.3    Initial Contribution of Trust Property; Organizational Expenses........................10

     SECTION 2.4    Issuance of the Capital Securities.....................................................10

     SECTION 2.5    Issuance of the Common Securities; Subscription and Purchase
                    of Debentures..........................................................................10

     SECTION 2.6    Declaration of Trust...................................................................11

     SECTION 2.7    Authorization to Enter into Certain Transactions.......................................11

     SECTION 2.8    Assets of Trust........................................................................14

     SECTION 2.9    Title to Trust Property................................................................14

ARTICLE III PAYMENT ACCOUNT................................................................................15

     SECTION 3.1    Payment Account........................................................................15

ARTICLE IV DISTRIBUTIONS; REDEMPTION.......................................................................15

     SECTION 4.1    Distributions..........................................................................15

     SECTION 4.2    Redemption.............................................................................16

     SECTION 4.3    Subordination of Common Securities.....................................................18

     SECTION 4.4    Payment Procedures.....................................................................19

     SECTION 4.5    Tax Returns and Reports................................................................19

     SECTION 4.6    Payment of Expenses of the Trust.......................................................19

     SECTION 4.7    Payments under Indenture or Pursuant to Direct Actions.................................20

ARTICLE V TRUST SECURITIES CERTIFICATES....................................................................20
</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                      <C>
     SECTION 5.1    Initial Ownership......................................................................20

     SECTION 5.2    The Trust Securities Certificates......................................................20

     SECTION 5.3    Execution and Delivery of Trust Securities Certificates................................20

     SECTION 5.4    Registration of Transfer and Exchange of Capital Securities Certificates...............21

     SECTION 5.5    Mutilated, Destroyed, Lost or Stolen Trust Securities
                    Certificates...........................................................................21

     SECTION 5.6    Persons Deemed Securityholders.........................................................22

     SECTION 5.7    Access to List of Securityholders' Names and Addresses.................................22

     SECTION 5.8    Maintenance of office or Agency........................................................22

     SECTION 5.9    Appointment of Paying Agent............................................................22

     SECTION 5.10   Ownership of Common Securities by Depositor............................................23

     SECTION 5.11   Book-Entry Capital Securities Certificates; Common Securities Certificate..............23

     SECTION 5.12   Notices to Clearing Agency.............................................................24

     SECTION 5.13   Definitive Capital Securities Certificates.............................................24

     SECTION 5.14   Rights of Securityholders..............................................................25

     SECTION 5.15   CUSIP Numbers..........................................................................27

ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING.......................................................27

     SECTION 6.1    Limitations on Voting Rights...........................................................27

     SECTION 6.2    Notice of Meetings.....................................................................28

     SECTION 6.3    Meetings of Capital Securityholders....................................................28

     SECTION 6.4    Voting Rights..........................................................................29

     SECTION 6.5    Proxies, etc...........................................................................29

     SECTION 6.6    Securityholder Action by Written Consent...............................................29

     SECTION 6.7    Record Date for Voting and Other Purposes..............................................30
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                      <C>
     SECTION 6.8    Acts of Securityholders................................................................30

     SECTION 6.9    Inspection of Records..................................................................31

ARTICLE VII REPRESENTATIONS AND WARRANTIES.................................................................31

     SECTION 7.1    Representations and Warranties of the Property Trustee and the Delaware Trustee........31

     SECTION 7.2    Representations and Warranties of Depositor............................................32

ARTICLE VIII THE TRUSTEES..................................................................................33

     SECTION 8.1    Certain Duties and Responsibilities....................................................33

     SECTION 8.2    Certain Notices........................................................................34

     SECTION 8.3    Certain Rights of Property Trustee.....................................................34

     SECTION 8.4    Not Responsible for Recitals or Issuance of Securities.................................36

     SECTION 8.5    May Hold Securities....................................................................36

     SECTION 8.6    Compensation; Indemnity; Fees..........................................................37

     SECTION 8.7    Corporate Property Trustee Required; Eligibility of Trustees...........................38

     SECTION 8.8    Conflicting Interests..................................................................38

     SECTION 8.9    Co-Trustees and Separate Trustee.......................................................38

     SECTION 8.10   Resignation and Removal; Appointment of Successor......................................40

     SECTION 8.11   Acceptance of Appointment by Successor.................................................41

     SECTION 8.12   Merger, Conversion, Consolidation or Succession to Business............................42

     SECTION 8.13   Preferential Collection of Claims Against Depositor or Trust...........................42

     SECTION 8.14   Reports by Property Trustee............................................................42

     SECTION 8.15   Reports to the Property Trustee........................................................43

     SECTION 8.16   Evidence of Compliance with Conditions Precedent.......................................43

     SECTION 8.17   Number of Trustees.....................................................................43

     SECTION 8.18   Delegation of Power....................................................................44

ARTICLE IX TERMINATION, LIQUIDATION AND MERGER.............................................................44
</TABLE>

                                      iii
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                      <C>
     SECTION 9.1    Termination Upon Expiration Date.......................................................44

     SECTION 9.2    Early Termination......................................................................44

     SECTION 9.3    Termination............................................................................45

     SECTION 9.4    Liquidation............................................................................45

     SECTION 9.5    Mergers, Consolidations, Amalgamations or Replacements
                    of the Trust...........................................................................47

ARTICLE X MISCELLANEOUS PROVISIONS.........................................................................48

     SECTION 10.1   Limitation of Rights of Securityholders................................................48

     SECTION 10.2   Liability of the Common Securityholder.................................................48

     SECTION 10.3   Amendment..............................................................................48

     SECTION 10.4   Separability...........................................................................49

     SECTION 10.5   Governing Law..........................................................................49

     SECTION 10.6   Payments Due on Non-Business Day.......................................................49

     SECTION 10.7   Successors.............................................................................50

     SECTION 10.8   Headings...............................................................................50

     SECTION 10.9   Reports, Notices and Demands...........................................................50

     SECTION 10.10  Agreement Not to Petition..............................................................50

     SECTION 10.11  Trust Indenture Act; Conflict with Trust Indenture Act.................................51

     SECTION 10.12  Acceptance of Terms of Trust Agreement, Guarantee
                    and Indenture..........................................................................51

     SECTION 10.13  Holders are Parties....................................................................51

     SECTION 10.14  Counterparts...........................................................................53
</TABLE>




                                       iv
<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of _____, 200_, among (i)
J.P. Morgan Chase & Co., a Delaware corporation (including any successors or
assigns, the "Depositor"), (ii) The Bank of New York, a New York banking
corporation, as property trustee (in each such capacity, the "Property Trustee"
and, in its separate corporate capacity and not in its capacity as Property
Trustee, the "Bank"), (iii) The Bank of New York (Delaware), a banking
corporation organized under the laws of the State of Delaware, as Delaware
trustee (the "Delaware Trustee"), (iv) Dina Dublon, an individual, and John C.
Wilmot, an individual, each of whose address is c/o J.P. Morgan Chase & Co., 270
Park Avenue, New York, NY 10017 (each an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                                   WITNESSETH

     WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into that certain Trust Agreement, dated as of _____,
2001, (the "Original Trust Agreement"), and by the execution and filing with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on ______, 2001, attached as Exhibit A (the "Certificate of Trust"); and


     WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Capital Securities by the
Trust pursuant to the Underwriting Agreement and (iii) the acquisition by the
Trust from the Depositor of all of the right, title and interest in the
Debentures;


     NOW THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, each party, for the benefit of the other parties and for
the benefit of the Securityholders, hereby amends and restates the Original
Trust Agreement in its entirety and agrees as follows:

                                   ARTICLE I

                                  DEFINED TERMS

         SECTION 1.1 Definitions.

     For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

         (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

         (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

<PAGE>

         (c) unless the context otherwise requires, any reference to an
"Article" or a "Section " refers to an Article or a Section, as the case may be,
of this Trust Agreement; and

         (d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Debentures
for such period.

     "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
individual's capacity as Administrative Trustee of the Trust and not in such
individual's individual capacity, or such Administrative Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Bank" has the meaning specified in the preamble to this Trust Agreement.

     "Bankruptcy Event" means, with respect to any Person:

         (a) the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

         (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its

                                       2
<PAGE>

willingness to be adjudicated a bankrupt, or the taking of corporate action by
such Person in furtherance of any such action.

     "Bankruptcy Laws" has the meaning specified in Section 10.10.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board of Directors, or such committee of the Board of Directors or
officers of the Depositor to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustees.

     "Book-Entry Capital Securities Certificates" means a beneficial interest in
the Capital Securities Certificates, ownership and transfers of which shall be
made through book entries by a Clearing Agency as described in Section 5.11.

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed, or (c) a day on which the Property
Trustee's Corporate Trust office or the Corporate Trust Office of the Debenture
Trustee is closed for business.


     "Capital Securities Certificate" means a certificate evidencing ownership
of Capital Securities, substantially in the form attached as Exhibit D.


     "Capital Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $[_____] and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "Capital Treatment Event" means the reasonable determination by the
Depositor that, as a result of any amendment to, or change (including any
proposed change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such proposed change, pronouncement, action or decision is
announced on or after the date of issuance of the Capital Securities hereunder,
there is more than an insubstantial risk that the Depositor will not be entitled
to treat an amount equal to the Liquidation Amount of the Capital Securities as
"Tier 1 Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to
the Depositor.

     "Certificate Depository Agreement" means the agreement among the Trust, the
Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates, as
the same may be amended and supplemented from time to time.

     "Certificate of Trust" has the meaning specified in the recitals hereof, as
amended from time to time.

                                       3
<PAGE>

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository Trust Company will be the initial Clearing Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Closing Date" means the date of execution and delivery of this Trust
Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit C.

     "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $[_____] and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located in New York, New
York, and (ii) when used with respect to the Debenture Trustee, the principal
office of the Debenture Trustee located in New York, New York.

     "Debenture Event of Default" means an "Event of Default" as defined in the
Indenture.

     "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

     "Debenture Tax Event" means a "Tax Event" as defined in the Indenture.

     "Debenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture, and any successor trustee appointed
as provided therein.

     "Debentures" means the $_____ aggregate principal amount of the Depositor's
[___%] [floating rate] Junior Subordinated Deferrable Interest Debentures,
Series _____, issued pursuant to the Indenture.

     "Definitive Capital Securities Certificates" means either or both (as the
context requires) of (a) Capital Securities Certificates issued as Book-Entry
Capital Securities Certificates as

                                       4
<PAGE>

provided in Section 5.11(a) and (b) Capital Securities Certificates issued in
certificated, fully registered form as provided in Section 5.13.

     "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. 3801, et seq., as it may be amended from time to time.

     "Delaware Trustee" means the Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement solely in its capacity as Delaware Trustee
of the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor trustee appointed as herein provided.

     "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

     "Distribution Date" has the meaning specified in Section 4.1(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1.

     "Early Termination Event" has the meaning specified in Section 9.2.

     "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (a) the occurrence of a Debenture Event of Default; or


         (b) default by the Trust in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of 30
days; or

         (c) default by the Trust in the payment of any Redemption Price of any
Trust Security when it becomes due and payable; or


         (d) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance or breach of which is dealt
with in clause (b) or (c) above) and continuation of such default or breach for
a period of 90 days after there has been given, by registered or certified mail,
to the defaulting Trustee or Trustees by the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Capital Securities, a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

         (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 90 days thereof.

     "Expiration Date" has the meaning specified in Section 9.1.

                                       5
<PAGE>

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this Trust Agreement the Federal Reserve is not existing and performing the
duties now assigned to it, then the body performing such duties at such time.

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and The Bank of New York, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Trust Securities, as amended from time to time.

     "Indenture" means the Junior Subordinated Indenture, dated as of December
1, 1996, between the Depositor and the Debenture Trustee, as trustee, as amended
or supplemented from time to time.

     "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Debentures to be contemporaneously redeemed in accordance with the Indenture the
proceeds of which will be used to pay the Redemption Price of such Trust
Securities, and (b) with respect to a distribution of Debentures to Holders of
Trust Securities in connection with a dissolution or liquidation of the Trust,
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such Debentures are distributed.

     "Liquidation Amount" means the stated amount of $ _____ per Trust Security.


     "Liquidation Date" means the date on which Debentures are to be distributed
to Holders of Trust Securities in connection with a dissolution and liquidation
of the Trust pursuant to Section 9.4(a).


     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

     "1940 Act" means the Investment Company Act of 1940, as amended.

     "Officers' Certificate" means a certificate signed by the Chairman, Chief
Executive Officer, President, any Managing Director or any Vice President, and
by the Treasurer, an Associate Treasurer, an Assistant Treasurer, the
Controller, the Secretary or an Assistant Secretary, of the Depositor, and
delivered to the appropriate Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 8.16 shall be the principal executive,
financial or accounting officer of the Depositor. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Trust Agreement shall include:

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

                                       6
<PAGE>

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

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

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Trust, the Property Trustee or the Depositor, and who shall be
reasonably acceptable to the Property Trustee.

     "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

     "Outstanding", when used with respect to Trust Securities, means, as of the
date of determination, all Trust Securities theretofore executed and delivered
under this Trust Agreement, except:

         (a) Trust Securities theretofore cancelled by the Securities Registrar
or delivered to the Securities Registrar for cancellation;

         (b) Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Trust Securities; provided that, if such
Trust Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Trust Agreement; and

         (c) Trust Securities which have been paid or in exchange for or in lieu
of which other Trust Securities have been executed and delivered pursuant to
this Trust Agreement, including pursuant to Sections 5.4, 5.5, 5.11 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Capital Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Capital
Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
or any Trustee shall be disregarded and deemed not to be Outstanding, except
that (a) in determining whether any Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Capital Securities that such Trustee actually knows to be so owned shall be
so disregarded and (b) the foregoing shall not apply at any time when all of the
Outstanding Capital Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Capital Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Administrative Trustees the pledgee's right so to act
with respect to such Capital Securities and that the pledgee is not the
Depositor or any Affiliate of the Depositor.

                                       7
<PAGE>

     "Owner" means each Person who is the beneficial owner of a Book-Entry
Capital Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the beneficial owner, then as
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9 and shall initially be the Bank.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its corporate trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the Property Trustee,
through the Paying Agent, shall make payments to the Securityholders in
accordance with Sections 4.1 and 4.2.

     "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

     "Property Trustee" means the Person identified as the "Property Trustee" in
the preamble to this Trust Agreement solely in its capacity as Property Trustee
of the Trust heretofore created and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided that each Debenture Redemption Date and the stated maturity of the
Debentures shall be a Redemption Date for a Like Amount of Trust Securities.

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.

     "Relevant Trustee" shall have the meaning specified in Section 8.10.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Trust Securities is registered in the Securities Register; any such Person
shall be a beneficial owner within the meaning of the Delaware Business Trust
Act; provided, however, that in determining whether the Holders of the requisite
amount of Capital Securities have voted on any matter provided for in this Trust
Agreement, then for the purpose of any such determination, so long as Definitive
Capital Securities Certificates have not been issued, the term Securityholders
or Holders as used herein shall refer to the Owners.

                                       8
<PAGE>

     "Tax Event" means the receipt by the Trust of an opinion of Counsel
experienced in such matters to the effect that, as a result of (i) any amendment
to, or change in the laws or regulations of the United States or any political
subdivision or taxing authority thereof or therein, which amendment or change is
effective after the date of issuance of the Capital Securities under this Trust
Agreement, (ii) any proposed change in such laws or regulations that is
announced after the date of issuance of the Capital Securities under this Trust
Agreement, (iii) any official administrative or judicial decision or
administrative action or other official pronouncement interpreting or applying
those laws or regulations that is announced after the date of issuance of the
Capital Securities under this Trust Agreement, there is more than an
insubstantial risk that (A) the Trust is, or will be within 90 days after the
date of such opinion of Counsel, subject to United States federal income tax
with respect to income received or accrued on the Debentures, (B) interest
payable by the Depositor on the Debentures is not, or within 90 days after the
date of such Opinion of Counsel, will not be, deductible by the Depositor, in
whole or in part, for United States federal income tax purposes or (C) the Trust
is, or will be within 90 days after the date of such opinion of Counsel, subject
to more than a de minimis amount of other taxes, duties or other governmental
charges.

     "Trust" means the Delaware business trust created and continued hereby and
identified on the cover page to this Trust Agreement.

     "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including (i) all exhibits hereto and (ii) for all purposes
of this Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Trust Agreement and any such modification, amendment or supplement,
respectively.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing.

     "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Capital Securities Certificates.

     "Trust Security" means any one of the Common Securities or the Capital
Securities.

     "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Administrative Trustees.

     "Underwriting Agreement" means the Pricing Agreement, dated as of
[___________] among the Trust, the Depositor and [_______________] as
representatives of the underwriters named therein, incorporating the Standard
Provisions dated [________________].

                                       9
<PAGE>

                                   ARTICLE II

                            CONTINUATION OF THE TRUST

         SECTION 2.1 Name.

     The Trust continued hereby shall be known as "J.P. Morgan Chase Capital [
]," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees engage in the transactions
contemplated hereby, make and execute contracts and other instruments on behalf
of the Trust and sue and be sued.

         SECTION 2.2 Office of the Delaware Trustee; Principal Place of
Business.

     The address of the Delaware Trustee in the State of Delaware is c/o The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Corporate Trust Department, or such other address in the State
of Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal executive office of the Trust
is c/o J.P. Morgan Chase & Co, 270 Park Avenue, New York, NY 10017.

         SECTION 2.3 Initial Contribution of Trust Property; Organizational
Expenses.

     The Property Trustee acknowledges receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

         SECTION 2.4 Issuance of the Capital Securities

     As of ______________, the Depositor, on behalf of the Trust and pursuant to
the Original Trust Agreement, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement
Capital Securities Certificates, registered in the name of the nominee of the
initial Clearing Agency, in an aggregate amount of __________ Capital Securities
having an aggregate Liquidation Amount of $_________, against receipt of an
aggregate purchase price plus accrued distributions from of such Capital
Securities of $______, which amount such Administrative Trustee shall promptly
deliver to the Property Trustee.

         SECTION 2.5 Issuance of the Common Securities; Subscription and
Purchase of Debentures.

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, in an aggregate amount of Common
Securities having an aggregate Liquidation Amount of

                                       10
<PAGE>

$_________ against payment by the Depositor of an aggregate purchase price
therefor of $_________, which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. Contemporaneously therewith, an Administrative
Trustee, on behalf of the Trust, shall subscribe to and purchase from the
Depositor Debentures, registered in the name of the Property Trustee and having
an aggregate principal amount equal to $________ and, in satisfaction of the
purchase price plus accrued interest from ______ for such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum
of $___________ (being the sum of the amounts delivered to the Property Trustee
pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence
of this Section 2.5).

         SECTION 2.6 Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities, (b) to use the proceeds from such sale to acquire the
Debentures, and (c) to engage in those activities necessary or incidental
thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein, and the
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the benefit of the Trust and the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act.

         SECTION 2.7 Authorization to Enter into Certain Transactions.

         (a) The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section 2.7, Article VIII and in accordance with the
following provisions (i) and (ii), the Trustees shall have the authority to
enter into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees under this Trust Agreement, and to perform all acts in
furtherance thereof, including without limitation, the following:

               (i) As among the Trustees, each Administrative Trustee shall have
         the power and authority to act on behalf of the Trust with respect to
         the following matters:

                    (A) the issuance and sale of the Trust Securities;

                    (B) to cause the Trust to enter into, and to execute,
               deliver and perform on behalf of the Trust, the Certificate
               Depository Agreement and such other agreements as may be
               necessary or desirable in connection with the purposes and
               function of the Trust;

                                       11
<PAGE>

                    (C) assisting in the registration of the Capital Securities
               under the Securities Act of 1933, as amended, AND under state
               securities or blue sky laws, and the qualification of this Trust
               Agreement as a trust indenture under the Trust Indenture Act;

                    (D) assisting in the listing, if any, of the Capital
               Securities upon such national securities exchange or exchanges or
               automated quotation system or systems as shall be determined by
               the Depositor and the registration of the Capital Securities
               under the Securities Exchange Act of 1934, as amended, and the
               preparation and filing of all periodic and other reports and
               other documents pursuant to the foregoing;

                    (E) the sending of notices (other than notices of default)
               and other information regarding the Trust Securities and the
               Debentures to the Securityholders in accordance with this Trust
               Agreement;

                    (F) the appointment of a Paying Agent and Securities
               Registrar in accordance with this Trust Agreement;

                    (G) registering transfer of the Trust Securities in
               accordance with this Trust Agreement;

                    (H) to the extent provided in this Trust Agreement, the
               winding up of the affairs of and liquidation of the Trust and the
               execution and filing of the certificate of cancellation with the
               Secretary of State of the State of Delaware;

                    (I) unless otherwise determined by the Depositor, the
               Property Trustee or the Administrative Trustees, or as otherwise
               required by the Delaware Business Trust Act or the Trust
               Indenture Act, to execute on behalf of the Trust (either acting
               alone or together with any or all of the Administrative Trustees)
               any documents that the Administrative Trustees have the power to
               execute pursuant to this Trust Agreement; and

                    (J) the taking of any action incidental to the foregoing as
               the Trustees may from time to time determine is necessary or
               advisable to give effect to the terms of this Trust Agreement for
               the benefit of the Securityholders (without consideration of the
               effect of any such action on any particular Securityholder).

               (ii) As among the Trustees, the Property Trustee shall have the
         power, duty and authority to act on behalf of the Trust with respect to
         the following matters:

                    (A) the establishment of the Payment Account;

                    (B) the receipt of the Debentures;

                                       12
<PAGE>

                    (C) the collection of interest, principal and any other
               payments made in respect of the Debentures in the Payment
               Account;

                    (D) the distribution through the Paying Agent of amounts
               owed to the Securityholders in respect of the Trust Securities;

                    (E) the exercise of all of the rights, powers and privileges
               of a holder of the Debentures;

                    (F) the sending of notices of default and other information
               regarding the Trust Securities and the Debentures to the
               Securityholders in accordance with this Trust Agreement;

                    (G) the distribution of the Trust Property in accordance
               with the terms of this Trust Agreement;

                    (H) to the extent provided in this Trust Agreement, the
               winding up of the affairs of and liquidation of the Trust and the
               execution and filing of the certificate of cancellation with the
               Secretary of State of the State of Delaware; and

                    (I) except as otherwise provided in this Section 2.7(a)(ii),
               the Property Trustee shall have none of the duties, liabilities,
               powers or the authority of the Administrative Trustees set forth
               in Section 2.7(a)(i).

         (b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement, (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein, (iii) take any action that would cause the
Trust to fail or cease to qualify as a "grantor trust" for United States federal
income tax purposes, (iv) incur any indebtedness for borrowed money or issue any
other debt, (v) take or consent to any action that would result in the placement
of a Lien on any of the Trust Property, (vi) invest any proceeds received by the
Trust from holding the Debentures, but shall distribute all such proceeds to
Holders of Trust Securities pursuant to the terms of this Trust Agreement and of
the Securities; (vii) acquire any assets other than the Trust Property, (viii)
possess any power or otherwise act in such a way as to vary the Trust Property,
(ix) possess any power or otherwise act in such a way as to vary the terms of
the Securities in any way whatsoever (except to the extent expressly authorized
in this Trust Agreement or by the terms of the Trust Securities) or (x) issue
any securities or other evidences of beneficial ownership of, or beneficial
interest in, the Trust other than the Trust Securities. The Administrative
Trustees shall defend all claims and demands of all Persons at any time claiming
any Lien on any of the Trust Property adverse to the interest of the Trust or
the Securityholders in their capacity as Securityholders.

         (c) In connection with the issue and sale of the Capital Securities,
the Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on

                                       13
<PAGE>

behalf of the Trust, the following (and any actions taken by the Depositor in
furtherance of the following prior to the date of this Trust Agreement are
hereby ratified and confirmed in all respects):

               (i) the preparation and filing by the Trust with the Commission
         and the execution on behalf of the Trust of a registration statement on
         the appropriate form in relation to the Capital Securities, including
         any amendments thereto;

               (ii) the determination of the states in which to take appropriate
         action to qualify or register for sale all or part of the Capital
         Securities and the determination of any and all such acts, other than
         actions which must be taken by or on behalf of the Trust, and the
         advice to the Trustees of actions they must take on behalf of the
         Trust, and the preparation for execution and filing of any documents to
         be executed and filed by the Trust or on behalf of the Trust, as the
         Depositor deems necessary or advisable in order to comply with the
         applicable laws of any such states;

               (iii) the preparation for filing by the Trust and execution on
         behalf of the Trust of an application to the New York Stock Exchange or
         any other national stock exchange or the Nasdaq National Market or any
         other automated quotation system for listing upon notice of issuance of
         any Capital Securities and filing with such exchange or self-regulatory
         organization such notifications and documents as may be necessary from
         time to time to maintain such listing;

               (iv) the negotiation of the terms of, and the execution and
         delivery of, the Underwriting Agreement providing for the sale of the
         Capital Securities; and

               (v) the taking of any other actions necessary or desirable to
         carry out any of the foregoing activities.

         (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act, or fail to be classified
as a grantor trust for United States federal income tax purposes and so that the
Debentures will be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, the Depositor and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable law, the Certificate of Trust or this Trust Agreement, that each of
the Depositor and any Administrative Trustee determines in its discretion to be
necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the Holders of the
Capital Securities.

         SECTION 2.8 Assets of Trust.

     The assets of the Trust shall consist solely of the Trust Property.

         SECTION 2.9 Title to Trust Property.


                                       14
<PAGE>

     Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Securityholders in
accordance with this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

         SECTION 3.1 Payment Account.

         (a) On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

         (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest or premium on, and any
other payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

         SECTION 4.1 Distributions.

         (a) The Trust Securities represent undivided beneficial ownership
interests in the Trust Property, and Distributions (including of Additional
Amounts) will be made on the Trust Securities at the rate and on the dates that
payments of interest (including of Additional Interest, as defined in the
Indenture) are made on the Debentures. Accordingly:

               (i) Distributions on the Trust Securities shall be cumulative,
         and will accumulate whether or not there are funds of the Trust
         available for the payment of Distributions. Distributions shall accrue
         from ________, and, except in the event (and to the extent) that the
         Depositor exercises its right to defer the payment of interest on the
         Debentures pursuant to the Indenture, shall be payable [semi-annually]
         in arrears on [June 1] and [December 1] of each year, commencing on
         _______. If any date on which a Distribution is otherwise payable on
         the Trust Securities is not a Business Day, then the payment of such


                                       15
<PAGE>

         Distribution shall be made on the next succeeding day that is a
         Business Day (and without any additional Distributions or other payment
         in respect of any such delay) except that, if such Business Day is in
         the next succeeding calendar year, payment of such Distribution shall
         be made on the immediately preceding Business Day, in each case with
         the same force and effect as if made on such date (each date on which
         Distributions are payable in accordance with this Section 4.1(a), a
         "Distribution Date").

               (ii) Assuming payments of interest on the Debentures are made
         when due (and before giving effect to Additional Amounts, if
         applicable), Distributions on the Trust Securities shall be payable at
         the rate per annum of the Liquidation Amount provided for in the
         Debentures. [The amount of Distributions payable for any full
         Distribution period shall be computed by dividing the per annum rate by
         two. The amount of Distributions for any partial Distribution period
         shall be computed on the basis of the number of days elapsed in a
         360-day year of twelve 30-day months. The amount of Distributions
         payable for any period shall include the Additional Amounts, if any.]

               (iii) Distributions on the Trust Securities shall be made by the
         Property Trustee from the Payment Account and shall be payable on each
         Distribution Date only to the extent that the Trust has funds then on
         hand and available in the Payment Account for the payment of such
         Distributions.

         (b) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be one Business Day prior to such Distribution Date; provided, however,
that in the event that the Capital Securities do not remain in book-entry-only
form, the relevant record date shall be [the 15th day of the month prior to the
relevant Distribution Date] (whether or not such record date is a Business Day).

         SECTION 4.2 Redemption.

         (a) On each Debenture Redemption Date and on the stated maturity of the
Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

         (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

               (i) the Redemption Date;

               (ii) the Redemption Price;

               (iii) the CUSIP number;

                                       16
<PAGE>

               (iv) if less than all the Outstanding Trust Securities are to be
         redeemed, the identification and the total Liquidation Amount of the
         particular Trust Securities to be redeemed;

               (v) that on the Redemption Date the Redemption Price will become
         due and payable upon each such Trust Security to be redeemed and that
         Distributions thereon will cease to accrue on and after said date; and

               (vi) if the Capital Securities are no longer in book-entry-only
         form, the place and address where the Holders shall surrender their
         Capital Securities Certificates.

         (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at stated maturity of Debentures. Redemptions of the Trust
Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds then on hand and
available in the Payment Account for the payment of such Redemption Price.

         (d) If the Property Trustee gives a notice of redemption in respect of
any Capital Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long
as the Capital Securities are in book-entry-only form, irrevocably deposit with
the Clearing Agency for the Capital Securities funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof.
If the Capital Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Capital Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease,
except the right of such Securityholders to receive the Redemption Price and any
Distribution payable on or prior to the Redemption Date, but without interest
thereon, and such Trust Securities will cease to be Outstanding. In the event
that any date on which any Redemption Price is payable is not a Business Day,
then payment of the Redemption Price payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day falls
in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities will continue to accrue, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the

                                       17
<PAGE>

actual payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.

         (e) Payment of the Redemption Price on the Trust Securities shall be
made to the recordholders thereof as they appear on the Securities Register for
the Trust Securities on the relevant record date, which shall be one Business
Day prior to the relevant Redemption Date; provided, however, that in the event
that the Capital Securities do not remain in book-entry-only form, the relevant
record date shall be the date fifteen days prior to the relevant Redemption
Date.

         (f) Subject to Section 4.3(a), if less than all the outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Capital Securities. The particular Capital Securities to be redeemed shall
be selected on a pro rata basis (based upon Liquidation Amounts) not more than
60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Capital Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $______ or an integral multiple of $____ in excess
thereof) of the Liquidation Amount of Capital Securities of a denomination
larger than $_____. The Property Trustee shall promptly notify the Security
Registrar in writing of the Capital Securities selected for redemption and, in
the case of any Capital Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Capital Securities shall relate, in the case of any Capital
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Capital Securities that has been or is to be redeemed.

         SECTION 4.3 Subordination of Common Securities.

         (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the Common
Securities and the Capital Securities based on the Liquidation Amount of the
Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional Amounts,
if applicable) on all Outstanding Capital Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Capital Securities then called for redemption, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, Capital
Securities then due and payable.

                                       18
<PAGE>

         (b) In the case of the occurrence of any Event of Default resulting
from any Debenture Event of Default, the Holder of Common Securities will be
deemed to have waived any right to act with respect to any such Event of Default
under this Trust Agreement until the effect of all such Events of Default with
respect to the Capital Securities have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with
respect to the Capital Securities has been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Capital Securities and not the Holder of the Common Securities, and only the
Holders of the Capital Securities will have the right to direct the Property
Trustee to act on their behalf.

         SECTION 4.4 Payment Procedures.

     Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Capital Securities shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear on the Securities
Register or, if the Capital Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds, which shall credit the relevant Persons' accounts at such Clearing Agency
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed in writing
between the Property Trustee and the Common Securityholder.

         SECTION 4.5 Tax Returns and Reports.

     The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
Form required to be filed in respect of the Trust in each taxable year of the
Trust and (b) prepare and furnish (or cause to be prepared and furnished) to
each Securityholder the appropriate Internal Revenue Service form and the
information required to be provided on such form. The Administrative Trustees
shall provide the Depositor and the Property Trustee with a copy of all such
returns and reports promptly after such filing or furnishing. The Trustees shall
comply with United States federal withholding and backup withholding tax laws
and information reporting requirements with respect to any payments to
Securityholders under the Trust Securities.

         SECTION 4.6 Payment of Expenses of the Trust.

     Pursuant to Section 10.6 of the Indenture, the Depositor, as borrower, has
agreed to pay to the Trust, and reimburse the Trust for, the full amount of any
costs, expenses or liabilities of the Trust (other than obligations of the Trust
to pay the Holders of any Capital Securities or other similar interests in the
Trust the amounts due such Holders pursuant to the terms of the Capital
Securities or such other similar interests, as the case may be), including,
without limitation, any taxes, duties or other governmental charges of whatever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority. Such payment obligation includes any such costs,
expenses or liabilities of the Trust that are required by applicable law to be
satisfied in connection with a termination of the Trust.

                                       19
<PAGE>

         SECTION 4.7 Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Capital Securities shall be
reduced by the amount of any corresponding payment such Holder (or an Owner with
respect to the Holder's Capital Securities) has directly received pursuant to
Section 5.8 of the Indenture or Section 5.14 of this Trust Agreement.

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

         SECTION 5.1 Initial Ownership.

     Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

         SECTION 5.2 The Trust Securities Certificates.

     The Capital Securities Certificates shall be issued in minimum
denominations of $_____ Liquidation Amount and integral multiples of $______ in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $_____ Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual
or facsimile signature of at least one Administrative Trustee and, if executed
on behalf of the Trust by facsimile, countersigned by a transfer agent or its
agent. The Capital Securities Certificates shall be authenticated by the
Property Trustee by manual or facsimile signature of an authorized signatory
thereof and, if executed by such authorized signatory of the Property Trustee by
facsimile, countersigned by a transfer agent or its agent. Trust Securities
Certificates bearing the manual signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust or the Property Trustee or, if executed on behalf of the Trust or the
Property Trustee by facsimile, countersigned by a transfer agent or its agent,
shall be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

         SECTION 5.3 Execution and Delivery of Trust Securities Certificates.

     On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president, any executive vice president or any vice

                                       20
<PAGE>

president, treasurer or assistant treasurer or controller without further
corporate action by the Depositor, in authorized denominations.

         SECTION 5.4 Registration of Transfer and Exchange of Capital Securities
Certificates.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of Capital
Securities Certificates (the "Securities Register") in which the transfer agent
and registrar designated by the Depositor (the "Securities Registrar"), subject
to such reasonable regulations as it may prescribe, shall provide for the
registration of Capital Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Capital Securities
Certificates as herein provided. The Bank shall be the initial Securities
Registrar.

     Upon surrender for registration of transfer of any Capital Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute on behalf of the Trust
(and if executed on behalf of the Trust by a facsimile signature, such
certificate shall be countersigned by a transfer agent or its agent) and
deliver, in the name of the designated transferee or transferees, one or more
new Capital Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such Administrative
Trustee or Trustees. The Securities Registrar shall not be required to register
the transfer of any Capital Securities that have been called for redemption
during a period beginning at the opening of business 15 days before the day of
selection for such redemption.

     At the option of a Holder, Capital Securities Certificates may be exchanged
for other Capital Securities Certificates in authorized denominations of the
same class and of a like aggregate Liquidation Amount upon surrender of the
Capital Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.8.

     Every Capital Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Capital Securities Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by an
Administrative Trustee or the Securities Registrar in accordance with such
Person's customary practice.

     No service charge shall be made for any registration of transfer or
exchange of Capital Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Capital Securities
Certificates.

         SECTION 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the

                                       21
<PAGE>

Securities Registrar and the Administrative Trustees such security or indemnity
as may be required by them to save each of them harmless, then in the absence of
notice that such Trust Securities Certificate shall have been acquired by a bona
fide purchaser, the Administrative Trustees, or any one of them, on behalf of
the Trust shall execute by manual or facsimile signature and, if executed on
behalf of the Trust by facsimile signature, such certificate shall be
countersigned by a transfer agent, and make available for delivery, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Securities
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an undivided beneficial interest in the Trust Property,
as if originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

         SECTION 5.6 Persons Deemed Securityholders.

     The Trustees or the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Securities Registrar shall be bound by any notice to the
contrary.

         SECTION 5.7 Access to List of Securityholders' Names and Addresses.

     Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee or the Administrative Trustees accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

         SECTION 5.8 Maintenance of Office or Agency.

     The Administrative Trustees shall maintain an office or offices or agency
or agencies where Capital Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate The Bank of New York, 101 Barclay
Street, Floor 21 West, New York, New York 10286, Attn: Corporate Trust
Department, as its principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

         SECTION 5.9 Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this

                                       22
<PAGE>

Trust Agreement in any material respect. The Paying Agent shall initially be the
Bank, and any co-paying agent chosen by the Bank, and acceptable to the
Administrative Trustees and the Depositor. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees, the Property Trustee and the Depositor. In the event
that the Bank shall no longer be the Paying Agent or a successor Paying Agent
shall resign or its authority to act be revoked, the Administrative Trustees
shall appoint a successor that is acceptable to the Property Trustee and the
Depositor to act as Paying Agent (which shall be a bank or trust company). The
Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon resignation or removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee. The
provisions of sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in
its role as Paying Agent, for so long as the Bank shall act as Paying Agent and,
to the extent applicable, to any other paying agent appointed hereunder, and any
Paying Agent shall be bound by the requirements with respect to paying agents of
securities issued pursuant to the Trust Indenture Act. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

         SECTION 5.10 Ownership of Common Securities by Depositor.

     On the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, other than a transfer in connection with a consolidation or merger of the
Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, any attempted transfer of the
Common Securities shall be void. The Administrative Trustees shall cause each
Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN AS SET
FORTH IN THE TRUST AGREEMENT REFERRED TO BELOW".

         SECTION 5.11 Book-Entry Capital Securities Certificates; Common
Securities Certificate.

         (a) The Capital Securities Certificates, upon original issuance, will
be issued in the form of a typewritten Capital Securities Certificate or
Certificates representing Book-Entry Capital Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Capital Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Capital Securities Certificate representing such Owner's interest in
such Capital Securities, except as provided in Section 5.13. Unless and until
Definitive Capital Securities Certificates have been issued to Owners pursuant
to Section 5.13:

                                       23
<PAGE>

               (i) the provisions of this Section 5.11(a) shall be in full force
         and effect;

               (ii) the Securities Registrar and the Trustees shall be entitled
         to deal with the Clearing Agency for all purposes of this Trust
         Agreement relating to the Book-Entry Capital Securities Certificates
         (including the payment of the Liquidation Amount of and Distributions
         on the Capital Securities evidenced by Book-Entry Capital Securities
         Certificates and the giving of instructions or directions to Owners of
         Capital Securities evidenced by Book-Entry Capital Securities
         Certificates) as the sole Holder of Capital Securities evidenced by
         Book-Entry Capital Securities Certificates and shall have no
         obligations to the Owners thereof;

               (iii) to the extent that the provisions of this Section 5.11
         conflict with any other provisions of this Trust Agreement, the
         provisions of this Section 5.11 shall control; and

               (iv) the rights of the Owners of the Book-Entry Capital
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Capital Securities Certificates are issued
         pursuant to Section 5.13, the initial Clearing Agency will make
         book-entry transfers among the Clearing Agency Participants and receive
         and transmit payments on the Capital Securities to such Clearing Agency
         Participants.

         (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

         SECTION 5.12 Notices to Clearing Agency.

     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Capital
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

         SECTION 5.13 Definitive Capital Securities Certificates.

     If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Capital Securities Certificates, and the Depositor is unable
to locate a qualified successor, (b) the Depositor at its option advises the
Trustees in writing that it elects to terminate the book-entry system through
the Clearing Agency or (c) after the occurrence of a Debenture Event of Default,
Owners of Capital Securities Certificates representing beneficial interests
aggregating at least a majority of the Liquidation Amount advise the
Administrative Trustees in writing that the continuation of a

                                       24
<PAGE>

book-entry system through the Clearing Agency is no longer in the best interest
of the Owners of Capital Securities Certificates, then the Administrative
Trustees shall notify other Trustees and the Clearing Agency, and the Clearing
Agency, in accordance with its customary rules and procedures, shall notify all
Clearing Agency Participants for whom it holds Capital Securities of the
occurrence of any such event and of the availability of the Definitive Capital
Securities Certificates to Owners of such class or classes, as applicable,
requesting the same. Upon surrender to the Administrative Trustees of the
typewritten Capital Securities Certificate or Certificates representing the
Book-Entry Capital Securities Certificates by the Clearing Agency, accompanied
by registration instructions, the Administrative Trustees, or any one of them,
shall execute the Definitive Capital Securities Certificates in accordance with
the instructions of the Clearing Agency or, if executed on behalf of the Trust
by facsimile, countersigned by a transfer agent or its agent. Neither the
Securities Registrar nor the Trustees shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Capital
Securities Certificates, the Trustees shall recognize the Holders of the
Definitive Capital Securities Certificates as Securityholders. The Definitive
Capital Securities Certificates shall be typewritten, printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees that meets the requirements of any stock exchange or
automated quotation system on which the Capital Securities are then listed or
approved for trading, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.

         SECTION 5.14 Rights of Securityholders.

         (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial ownership interest in the assets of the Trust conferred by
their Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. The Holders of the Capital Securities, in
their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

         (b) For so long as any Capital Securities remain Outstanding, if, upon
a Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Holders of at least 25% in Liquidation Amount of the Capital Securities then
Outstanding shall have such right by a notice in writing to the Depositor and
the Debenture Trustee; and upon any such declaration such principal amount of
and the accrued interest on all of the Debentures shall become immediately due
and payable as set forth in the Indenture, provided that the payment of
principal, premium and interest on such Debentures shall remain subordinated to
the extent provided in the Indenture.

                                       25
<PAGE>

     At any time after such a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of a majority in Liquidation Amount of the Capital
Securities, by written notice to the Property Trustee, the Depositor and the
Debenture Trustee, may rescind and annul such declaration and its consequences
if:

               (i) the Depositor has paid or deposited with the Debenture
         Trustee a sum sufficient to pay

                    (A) all overdue installments of interest (including any
               Additional Interest (as defined in the Indenture)) on all of the
               Debentures,

                    (B) the principal of (and premium, if any, on) any
               Debentures which have become due otherwise than by such
               declaration of acceleration and interest thereon at the rate
               borne by the Debentures, and

                    (C) all sums paid or advanced by the Debenture Trustee under
               the Indenture and the reasonable compensation, expenses,
               disbursements and advances of the Debenture Trustee and the
               Property Trustee, their agents and counsel; and

               (ii) all Events of Default with respect to the Debentures, other
         than the non-payment of the principal of the Debentures which has
         become due solely by such acceleration, have been cured or waived as
         provided in Section 5.13 of the Indenture.

     The Holders of a majority in aggregate Liquidation Amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default under the Indenture, except a default in the payment of
principal, premium or interest (unless all Events of Default with respect to the
Debentures, other than the non-payment of the principal of the Debentures which
has become due solely by such acceleration, have been cured or annulled as
provided in Section 5.3 of the Indenture and the Depositor has paid or deposited
with the Debenture Trustee a sum sufficient to pay all overdue installments of
interest (including any Additional Interest (as defined in the Indenture)) on
the Debentures, the principal of (and premium, if any, on) any Debentures which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Debentures, and all sums paid or advanced by
the Debenture Trustee under the Indenture and the reasonable compensation,
expenses, disbursements and advances of the Debenture Trustee and the Property
trustee, their agents and counsel) or a default in respect of a covenant or
provision which under the Indenture cannot be modified or amended without the
consent of the holder of each outstanding Debenture. No such rescission shall
affect any subsequent default or impair any right consequent thereon.

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Capital
Securities all or part of which is represented by Book-Entry Capital Securities
Certificates, a record date shall be established for determining Holders of
Outstanding Capital Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice.

                                       26
<PAGE>

The Holders of Outstanding Capital Securities on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

     (c) For so long as any Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture, any Holder of Capital Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or premium or interest on Debentures having a principal
amount equal to the Liquidation Amount of the Capital Securities of such Holder
(a "Direct Action"). Except as set forth in Section 5.14(b) and this Section
5.14(c), the Holders of Capital Securities shall have no right to exercise
directly any right or remedy available to the holders of, or in respect of, the
Debentures.

         SECTION 5.15 CUSIP Numbers.

     The Administrative Trustees in issuing the Capital Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Property Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Capital Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Capital Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Administrative Trustees will promptly notify the Property Trustee of any
change in the CUSIP numbers.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 6.1 Limitations on Voting Rights.

         (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.3
and in the Indenture and as otherwise required by law, no Holder of Capital
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or

                                       27
<PAGE>

contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

         (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waiveable under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in Liquidation Amount of all
Outstanding Capital Securities, provided, however, that where a consent under
the Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Capital Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of Capital Securities, except by a subsequent vote of the Holders of Capital
Securities. The Property Trustee shall notify all Holders of the Capital
Securities of any notice of default received from the Debenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
the Holders of the Capital Securities, prior to taking any of the foregoing
actions, the Administrative Trustees shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that such
action shall not cause the Trust to fail to be classified as an association or
publicly traded partnership taxable as a corporation for United States federal
income tax purposes.

         (c) If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Capital Securities, whether by way of amendment to the Trust Agreement or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Capital Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in Liquidation
Amount of the Outstanding Capital Securities. Notwithstanding any other
provision of this Trust Agreement, no amendment to this Trust Agreement may be
made if, as a result of such amendment, it would cause the Trust to be
classified as an association or publicly traded partnership taxable as a
corporation for United States federal income tax purposes.

         SECTION 6.2 Notice of Meetings.

     Notice of all meetings of the Capital Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.9 to each Capital Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

         SECTION 6.3 Meetings of Capital Securityholders.

                                       28
<PAGE>

     No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Capital
Securityholders to vote on any matter upon the written request of the Capital
Securityholders of record of 25% of the Outstanding Capital Securities (based
upon their Liquidation Amount) and the Administrative Trustees or the Property
Trustee may, at any time in their discretion, call a meeting of Capital
Securityholders to vote on any matters as to which Capital Securityholders are
entitled to vote.

     Capital Securityholders of record of 50% of the Outstanding Capital
Securities (based upon their Liquidation Amount), present in person or by proxy,
shall constitute a quorum at any meeting of Capital Securityholders.


     If a quorum is present at a meeting, an affirmative vote by the Capital
Securityholders of record present, in person or by proxy, holding a majority of
the Outstanding Capital Securities (based upon their Liquidation Amount) held by
holders of record of Outstanding Capital Securities present, either in person or
by proxy, at such meeting shall constitute the action of the Capital
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.


         SECTION 6.4 Voting Rights.

     Securityholders shall be entitled to one vote for each $[_____] of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

         SECTION 6.5 Proxies, etc.

     At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees may
direct, for verification prior to the time at which such vote shall be taken.
Pursuant to a resolution of the Property Trustee, proxies may be solicited in
the name of the Property Trustee or one or more officers of the Property
Trustee. Only Securityholders of record shall be entitled to vote. When Trust
Securities are held jointly by several Persons, any one of them may vote at any
meeting in person or by proxy in respect of such Trust Securities, but if more
than one of them shall be present at such meeting in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Trust Securities. A
proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

         SECTION 6.6 Securityholder Action by Written Consent.


     Any action which may be taken by Securityholders at a meeting may be taken
without a meeting and without prior notice if Securityholders holding a majority
of all outstanding Trust Securities (based upon their Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing.


                                       29
<PAGE>

         SECTION 6.7 Record Date for Voting and Other Purposes.

     For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any Distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees may from time to time fix a date, not
more than 90 days prior to the date of any meeting of Securityholders or the
payment of a Distribution or other action, as the case may be, as a record date
for the determination of the identity of the Securityholders of record for such
purposes.

         SECTION 6.8 Acts of Securityholders.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Securityholders or Owners may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
or Owners in person or by an agent duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders or
Owners signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

     The ownership of Capital Securities shall be proved by the Securities
Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     Without limiting the foregoing, a Securityholder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

                                       30
<PAGE>

     If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

         SECTION 6.9 Inspection of Records.

     Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by Securityholders
during normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         SECTION 7.1 Representations and Warranties of the Property Trustee and
the Delaware Trustee.

     The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Securityholders that:

         (a) the Property Trustee is a New York banking corporation duly
organized, validly existing and in good standing under the laws of the State of
New York;

         (b) the Property Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

         (c) the Delaware Trustee is a Delaware banking corporation duly
organized, validly existing and in good standing in the State of Delaware;

         (d) the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

         (e) this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
valid and legally binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

                                       31
<PAGE>

         (f) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any approval
of stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the charter or by-laws
of the Property Trustee or the Delaware Trustee, (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which the Property
Trustee or the Delaware Trustee is a party or by which it is bound, or (iii)
violate any law, governmental rule or regulation of the State of New York or the
State of Delaware, as the case may be, governing the banking, trust or general
powers of the Property Trustee or the Delaware Trustee (as appropriate in
context) or any order, judgment or decree applicable to the Property Trustee or
the Delaware Trustee;

         (g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as
appropriate in context) contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing New York or Delaware law governing the banking, trust or general powers
of the Property Trustee or the Delaware Trustee, as the case may be; and

         (h) there are no proceedings pending or, to the best of each of the
Property Trustee's and the Delaware Trustee's knowledge, threatened against or
affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

         SECTION 7.2 Representations and Warranties of Depositor.

     The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

         (a) the Trust Securities Certificates issued at the Closing Date on
behalf of the Trust have been duly authorized and will have been, duly and
validly executed, issued and delivered by the Trustees pursuant to the terms and
provisions of, and in accordance with the requirements of, this Trust Agreement
and the Securityholders will be, as of such date, entitled to the benefits of
this Trust Agreement; and

         (b) there are no taxes, fees or other governmental charges payable by
the Trust (or the Trustees on behalf of the Trust) under the laws of the State
of Delaware or any political subdivision thereof in connection with the
execution, delivery and performance by the Property Trustee or the Delaware
Trustee, as the case may be, of this Trust Agreement.

                                       32
<PAGE>

                                  ARTICLE VIII

                                  THE TRUSTEES

         SECTION 8.1 Certain Duties and Responsibilities.

         (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release an
Administrative Trustee from liability for its own gross negligent action, its
own gross negligent failure to act, or its own willful misconduct. To the extent
that, at law or in equity, an Administrative Trustee has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to the
Securityholders, such Administrative Trustee shall not be liable to the Trust or
to any Securityholder for such Trustee's good faith reliance on the provisions
of this Trust Agreement. The provisions of this Trust Agreement, to the extent
that they restrict the duties and liabilities of the Administrative Trustees
otherwise existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the
Administrative Trustees.

         (b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each
Securityholder, by its acceptance of a Trust Security, agrees that it will look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it as herein provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 8.1(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement or, in the case of the Property Trustee, in
the Trust Indenture Act.

         (c) No provision of this Trust Agreement shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

               (i) the Property Trustee shall not be liable for any error of
         judgment made in good faith by an authorized officer of the Property
         Trustee, unless it shall be proved that the Property Trustee was
         negligent in ascertaining the pertinent facts;

                                       33
<PAGE>

               (ii) the Property Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of not less than a majority in
         Liquidation Amount of the Trust Securities relating to the time, method
         and place of conducting any proceeding for any remedy available to the
         Property Trustee, or exercising any trust or power conferred upon the
         Property Trustee under this Trust Agreement;

               (iii) the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Debentures and
         the Payment Account shall be to deal with such property in a similar
         manner as the Property Trustee deals with similar property for its own
         account, subject to the protections and limitations on liability
         afforded to the Property Trustee under this Trust Agreement and the
         Trust Indenture Act;

               (iv) the Property Trustee shall not be liable for any interest on
         any money received by it except as it may otherwise agree in writing
         with the Depositor; and money held by the Property Trustee need not be
         segregated from other funds held by it except in relation to the
         Payment Account maintained by the Property Trustee pursuant to Section
         3.1 and except to the extent otherwise required by law; and

               (v) the Property Trustee shall not be responsible for monitoring
         the compliance by the Administrative Trustees or the Depositor with
         their respective duties under this Trust Agreement, nor shall the
         Property Trustee be liable for the default or misconduct of the
         Administrative Trustees or the Depositor.

         SECTION 8.2 Certain Notices.

     Within ten Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.9, notice of such Event of
Default to the Securityholders, the Administrative Trustees and the Depositor,
unless such Event of Default shall have been cured or waived.

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.9, notice of such exercise to
the Securityholders and the Property Trustee, unless such exercise shall have
been revoked.

         SECTION 8.3 Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

         (a) the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note,

                                       34
<PAGE>

other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

         (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Capital Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within ten
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than two Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

         (c) any direction or act of the Depositor or the Administrative
Trustees contemplated by this Trust Agreement shall be sufficiently evidenced by
an Officers' Certificate;

         (d) whenever in the administration of this Trust Agreement, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and rely upon an Officers' Certificate which,
upon receipt of such request, shall be promptly delivered by the Depositor or
the Administrative Trustees;

         (e) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;

         (f) the Property Trustee may consult with counsel of its selection
(which counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the 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 reliance thereon and in
accordance with such advice, such counsel may be counsel to the Depositor or any
of its Affiliates, and may include any of its employees; the Property Trustee
shall have the right at any time to seek instructions concerning the
administration of this Trust Agreement from any court of competent jurisdiction;

         (g) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement, unless
such Securityholders shall have offered

                                       35
<PAGE>

to the Property Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

         (h) the Property Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

         (i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, provided that the Property Trustee shall be responsible for
its own negligence or recklessness with respect to selection of any agent or
attorney appointed by it hereunder;

         (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive written instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request written instructions from the Holders of the Trust
Securities which written instructions may only be given by the Holders of the
same proportion in Liquidation Amount of the Trust Securities as would be
entitled to direct the Property Trustee under the terms of the Trust Securities
in respect of such remedy, right or action, (ii) may refrain from enforcing such
remedy or right or taking such other action until such written instructions are
received, and (iii) shall be protected in acting in accordance with such written
instructions; and

         (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement.

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

         SECTION 8.4 Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

         SECTION 8.5 May Hold Securities.

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13, except as provided in the
definition of the term "Outstanding" in Article I, may otherwise

                                       36
<PAGE>

deal with the Trust with the same rights it would have if it were not a Trustee
or such other agent.

         SECTION 8.6 Compensation; Indemnity; Fees.

     Pursuant to Section 10.6 of the Indenture, the Depositor, as borrower,
agrees:

         (a) to pay to the Trustees from time to time such compensation as shall
be agreed in writing with the Depositor for all services rendered by them
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

         (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

         (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
(referred to herein as an "Indemnified Person") from and against any and all
loss, damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of
negligence or willful misconduct with respect to such acts or omissions. When
the Property Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(4) or Section 5.1(5) of the Indenture,
the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement.

     No Trustee may claim any lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

     The Depositor and any Trustee (in the case of the Property Trustee, subject
to Section 8.8 hereof) may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Trust
Securities shall have no rights by virtue of this Trust Agreement in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. Neither the Depositor, nor any Trustee,
shall be obligated to present any particular investment or other opportunity to
the Trust even if such opportunity is of

                                       37
<PAGE>

a character that, if presented to the Trust, could be taken by the Trust, and
the Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

         SECTION 8.7 Corporate Property Trustee Required; Eligibility of
Trustees.

         (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         (b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

         (c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware or (ii) a
legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law that shall act
through one or more persons authorized to bind such entity.

         SECTION 8.8 Conflicting Interests.

     If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

         SECTION 8.9 Co-Trustees and Separate Trustee.

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Depositor and the Administrative Trustees, by agreed
action of the majority of such Trustees, shall have power to appoint, and upon
the written request of the Administrative Trustees, the Depositor shall for such
purpose join with the Administrative Trustees in the execution, delivery, and
performance of all instruments and agreements necessary or proper to appoint,
one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any

                                       38
<PAGE>

part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section . If the Depositor
does not join in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity.

     Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms,
namely:

         (a) The Trust Securities shall be executed and delivered and all
rights, powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

         (b) The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property Trustee or by the Property Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the Property
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee or separate trustee.

         (c) The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this
Section, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have power to accept the resignation of,
or remove, any such co-trustee or separate trustee without the concurrence of
the Depositor. Upon the written request of the Property Trustee, the Depositor
shall join with the Property Trustee in the execution, delivery and performance
of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section.

         (d) No co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Property Trustee or any other
trustee hereunder.

                                       39
<PAGE>

         (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

         (f) Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

         SECTION 8.10 Resignation and Removal; Appointment of Successor.

     No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Securityholders. If
the instrument of acceptance by the successor Trustee required by Section 8.11
shall not have been delivered to the Relevant Trustee within 30 days after the
giving of such notice of resignation, the Relevant Trustee may petition, at the
expense of the Trust, any court of competent jurisdiction for the appointment of
a successor Relevant Trustee.

     Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Securityholder. If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware Trustee, or both of them, may be removed at such time by
Act of the Holders of a majority in Liquidation Amount of the Capital
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust). An Administrative Trustee may be removed by the Common
Securityholder at any time. If the instrument of acceptance by the successor
Trustee required by Section 8.11 shall not have been delivered to the Relevant
Trustee within 30 days after such removal, the Relevant Trustee may petition, at
the expense of the Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, and the retiring Trustee shall comply with the applicable requirements
of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign,
be removed or become incapable of continuing to act as the Property Trustee or
the Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and be continuing, the Capital Securityholders, by
Act of the Securityholders of a majority in Liquidation Amount of the Capital
Securities then Outstanding delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall comply with the applicable requirements of Section 8.11. If an
Administrative Trustee shall resign, be removed or become incapable of acting as
Administrative Trustee, at a time when a Debenture Event of Default shall have
occurred and be continuing, the Common Securityholder by Act of the Common
Securityholder delivered to the Administrative Trustee shall promptly appoint a
successor Administrative

                                       40
<PAGE>

Trustee or Administrative Trustees and such successor Administrative Trustee or
Trustees shall comply with the applicable requirements of Section 8.11. If no
successor Relevant Trustee shall have been so appointed by the Common
Securityholder or the Capital Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of a Trustee and each appointment of a successor Trustee to all Securityholders
in the manner provided in Section 10.9 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees or Delaware Trustee, as the case may be, set forth
in Section 8.7).

         SECTION 8.11 Acceptance of Appointment by Successor.


     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee (if requested by Depositor) and each successor
Relevant Trustee with respect to the Trust Securities shall execute and deliver
an amendment hereto wherein each successor Relevant Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Trust and (b) shall add to
or change any of the provisions of this Trust Agreement as shall be necessary to
provide for or facilitate the administration of the Trust by more than one
Relevant Trustee, it being understood that nothing herein or in such amendment
shall constitute such Relevant Trustees co-trustees and upon the execution and
delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee; but, on written request of the Trust or any successor Relevant
Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver
to such successor Relevant Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.


     Upon written request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the preceding paragraph.

     No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

                                       41
<PAGE>

         SECTION 8.12 Merger, Conversion, Consolidation or Succession to
Business.

     Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

         SECTION 8.13 Preferential Collection of Claims Against Depositor or
Trust.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

         (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

         SECTION 8.14 Reports by Property Trustee.

                                       42
<PAGE>

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

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with each national stock exchange,
the Nasdaq National Market or such other interdealer quotation system or
self-regulatory organization upon which the Trust Securities are listed or
traded, if any, with the Commission and with the Depositor. The Depositor will
promptly notify the Property Trustee of any such listing or trading.

         SECTION 8.15 Reports to the Property Trustee.

     The Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act. Delivery of such reports, information and documents to the Property Trustee
is for informational purposes only and the Property Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Trust's
compliance with any of its covenants hereunder (as to which the Property Trustee
is entitled to rely exclusively on Officers' Certificates).

         SECTION 8.16 Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314 (c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an
Officers' Certificate.

         SECTION 8.17 Number of Trustees.

         (a) The number of Trustees shall be four, provided that the Holder of
all of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware Trustee
may be the same Person.

         (b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

                                       43
<PAGE>

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to dissolve, terminate or annul the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

         (d) At all times, the Property Trustee must be (i) a bank as defined in
Section 581 of the Code or (ii) a U.S. government-owned agency or U.S.
government sponsored enterprise.

         (e) At all times, each Trustee must be a United States Person as
defined in Section 7701(a)(30) of the Code.

         SECTION 8.18 Delegation of Power.

         (a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
2.7(a), including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; provided that such person
is a United States Person as defined in Section 7701(a)(30) of the Code; and

         (b) The Administrative Trustees shall have power to delegate from time
to time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of this Trust Agreement, as set forth herein;
provided that such person is a United States Person as defined in Section
7701(a)(30) of the Code.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

         SECTION 9.1 Termination Upon Expiration Date.


     Unless earlier dissolved, the Trust shall automatically dissolve on
             ,         (the "Expiration Date"). Upon such dissolution, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, the Trust Property shall be distributed in accordance with Section 9.4.


         SECTION 9.2 Early Termination.

                                       44
<PAGE>


     The first to occur of any of the following events is an "Early Termination
Event", the occurrence of which shall cause a dissolution of the Trust:


         (a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Holder of the Common Securities;


     (b) the written direction to the Property Trustee from the Depositor at any
time to dissolve the Trust and, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, distribute Debentures to
Securityholders in exchange for the Capital Securities (which direction is
optional and wholly within the discretion of the Depositor);


         (c) the redemption of all of the Capital Securities in connection with
the redemption of all of the Debentures; and

         (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

         SECTION 9.3 Termination.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustees, including
he performance of any tax reporting obligations with respect to the Trust or the
Securityholders.

         SECTION 9.4 Liquidation.

         (a) If an Early Termination Event specified in clause (a), (b) or (d)
of Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated
by the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction or the making of reasonable provisions for the
payment of liabilities to creditors of the Trust as provided by applicable law,
to each Securityholder a Like Amount of Debentures, subject to Section 9.4(d).
Notice of liquidation shall be given by the Property Trustee by first-class
mail, postage prepaid mailed not later than 30 nor more than 60 days prior to
the Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All notices of liquidation shall:

               (i) state the CUSIP Number of the Trust Securities;

               (ii) state the Liquidation Date;

               (iii) state that from and after the Liquidation Date, the Trust
         Securities will no longer be deemed to be Outstanding and any Trust
         Securities Certificates not surrendered for exchange will be deemed to
         represent a Like Amount of Debentures; and


                                       45
<PAGE>

               (iv) provide such information with respect to the mechanics by
         which Holders may exchange Trust Securities Certificates for
         Debentures, or if Section 9.4(d) applies receive a Liquidation
         Distribution, as the Administrative Trustees or the Property Trustee
         shall deem appropriate.

         (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

         (c) Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall use its best efforts to have the Debentures listed on the
New York Stock Exchange or on such other exchange, interdealer quotation system
or self-regulatory organization as the Capital Securities are then listed or
traded, (iv) any Trust Securities Certificates not so surrendered for exchange
will be deemed to represent a Like Amount of Debentures, accruing interest at
the rate provided for in the Debentures from the last Distribution Date on which
a Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Debentures) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.


         (d) In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up by the Property Trustee. In such event, Securityholders will be
entitled to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the Liquidation Amount per Trust
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If the Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then, subject
to the next succeeding sentence, the amounts payable by the Trust on the Trust
Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holder of the Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata
(determined as aforesaid) with Holders of Capital Securities, except that, if a
Debenture Event of Default has occurred and is continuing, the Capital
Securities shall have a priority over the Common Securities.


                                       46
<PAGE>

         SECTION 9.5 Mergers, Consolidations, Amalgamations or Replacements of
the Trust.


      The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Article IX. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Capital
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Capital Securities or (b) substitutes for the Capital Securities
other securities having substantially the same terms as the Capital Securities
(the "Successor Securities") so long as the Successor Securities rank the same
as the Capital Securities rank in priority with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii) the Depositor
expressly appoints a trustee of such successor entity possessing the same powers
and duties as the Property Trustee as the holder of the Debentures, (iii) the
Successor Securities are listed or traded, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Capital Securities are then listed or traded, if
any, (iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Capital Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Capital Securities (including any Successor
Securities) in any material respect, (vi) such successor entity has a purpose
substantially identical to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Capital Securities (including any Successor Securities) in any material respect,
and (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity will
be required to register as an investment company under the 1940 Act and (viii)
the Depositor owns all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Trust shall not, except with the consent of Holders of 100% in
Liquidation Amount of the Capital Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
Person to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes.


                                       47
<PAGE>

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1 Limitation of Rights of Securityholders.


      The death, incapacity, liquidation, dissolution, termination or bankruptcy
of any Person having an interest, beneficial or otherwise, in Trust Securities
shall not operate to terminate this Trust Agreement, nor dissolve, terminate or
annul the Trust, nor entitle the legal representatives or heirs of such Person
or any Securityholder for such Person, to claim an accounting, take any action
or bring any proceeding in any court for a partition or winding up of the
arrangements contemplated hereby, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


         SECTION 10.2 Liability of the Common Securityholder.

     The Holder of the Common Securities shall be liable for all of the debts
and obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust's assets.

         SECTION 10.3 Amendment.

         (a) This Trust Agreement may be amended from time to time by the
Property Trustee, the Administrative Trustees and the Depositor, without the
consent of any Securityholders, (i) to cure any ambiguity, correct or supplement
any provision herein which may be inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, which shall not be inconsistent with the other
provisions of this Trust Agreement, or (ii) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust will be classified for United States federal income tax
purposes as a grantor trust at all times that any Trust Securities are
Outstanding or to ensure that the Trust will not be required to register as an
investment company under the 1940 Act; provided, however, that in the case of
clause (i) or clause (ii), such action shall not adversely affect in any
material respect the interests of any Securityholder, and any such amendments of
this Trust Agreement shall become effective when notice thereof is given to the
Securityholders.

         (b) Except as provided in Section 10.3 (c) hereof, any provision of
this Trust Agreement may be amended by the Trustees and the Depositor with (i)
the consent of Trust Securityholders representing not less than a majority
(based upon Liquidation Amounts) of the Trust Securities then Outstanding and
(ii) receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
United States federal income tax purposes or the Trust's exemption from status
of an investment company under the 1940 Act.


         (c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder this Trust
Agreement may not be amended to (i)


                                       48
<PAGE>


change the amount or timing of any Distribution on the Trust Securities or
otherwise adversely affect the amount of any Distribution required to be made in
respect of the Trust Securities as of a specified date or (ii) restrict the
right of a Securityholder to institute suit for the enforcement of any such
payment on or after such date; notwithstanding any other provision herein,
without the unanimous consent of the Securityholders, this paragraph (c) of
this Section 10.3 may not be amended.


         (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States federal income tax purposes.

         (e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor, this Trust Agreement may not be amended in
a manner which imposes any additional obligation on the Depositor.

         (f) In the event that any amendment to this Trust Agreement is made,
the Administrative Trustees shall promptly provide to the Depositor a copy of
such amendment.

         (g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

          SECTION 10.4 Separability.

     In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 10.5 Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES).

         SECTION 10.6 Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.


                                       49
<PAGE>

         SECTION 10.7 Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by operation of law. Except in connection with a consolidation,
merger or sale involving the Depositor that is permitted under Article Eight of
the Indenture and pursuant to which the assignee agrees in writing to perform
the Depositor's obligations hereunder, the Depositor shall not assign its
obligations hereunder.

         SECTION 10.8 Headings.

     The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

         SECTION 10.9 Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Capital
Securityholder, to such Capital Securityholder as such Securityholder's name and
address may appear on the Securities Register; and (b) in the case of the Common
Securityholder or the Depositor, to J.P. Morgan Chase & Co., 270 Park Avenue,
New York, New York 10017, Attention: Treasurer, facsimile no.: (__) ___-___.
Such notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees
shall be given in writing addressed (until another address is published by the
Trust) as follows: (a) with respect to the Property Trustee to The Bank of New
York, 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration; (b) with respect to the Delaware Trustee, to The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware, with a copy to
the Property Trustee at the address set forth in Clause (a); and (c) with
respect to the Administrative Trustees, to them at the address above for notices
to the Depositor, marked "Attention Administrative Trustees of J.P. Morgan Chase
Capital __." Such notice, demand or other communication to or upon the Trust or
the Property Trustee shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Trust or the Property Trustee.

         SECTION 10.10 Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes

                                       50
<PAGE>

action in violation of this Section 10.10, the Property Trustee agrees, for the
benefit of Security holders, that at the expense of the Depositor, it shall file
an answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor against the Trust or the commencement of such
action and raise the defense that the Depositor has agreed in writing not to
take such action and should be stopped and precluded therefrom and such other
defenses, if any, as counsel for the Trustee or the Trust may assert. The
provisions of this Section 10.10 shall survive the termination of this Trust
Agreement.

         SECTION 10.11 Trust Indenture Act; Conflict with Trust Indenture Act.

         (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required or deemed to be part of this Trust Agreement and
shall, to the extent applicable, be governed by such provisions.

         (b) The Property Trustee shall be the only Trustee which is a trustee
for the purposes of the Trust Indenture Act.

         (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required or
deemed provision shall control. If any provision of this Trust Agreement
modifies or excludes any provision of the Trust Indenture Act which may be so
modified or excluded, the latter provision shall be deemed to apply to this
Trust Agreement as so modified or excluded, as the case may be.

         (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

         SECTION 10.12 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

         SECTION 10.13 Holders are Parties.

     Notwithstanding that Holders have not executed and delivered this Trust
Agreement or any counterpart thereof, Holders shall be deemed to be parties to
this Trust Agreement and shall

                                       51
<PAGE>

be bound by all of the terms and conditions hereof and of the Trust Securities
by acceptance and delivery of the Trust Securities.











                                       52
<PAGE>

         SECTION 10.14 Counterparts.

     This Trust Agreement may contain more than one counterpart of the signature
page and this Trust Agreement may be executed by the affixing of the signature
of each of the Trustees of one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.


                                            J.P. MORGAN CHASE & CO.

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

                                            THE BANK OF NEW YORK,
                                              as Property Trustee

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

                                            THE BANK OF NEW YORK (DELAWARE),
                                              as Delaware Trustee

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


                                            ------------------------------------
                                            DINA DUBLON
                                              as Administrative Trustee


                                            ------------------------------------
                                            JOHN C. WILMOT
                                              as Administrative Trustee



                                       53
<PAGE>

                                                                       EXHIBIT A

                                 See Exhibit 4.2




                                       54
<PAGE>
                                                                       EXHIBIT B

                             J.P. MORGAN CHASE & CO.

      [        ] JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES, SERIES

No.                                                            $___,____,__

     J.P. MORGAN CHASE & CO. (formerly known as The Chase Manhattan
Corporation), a corporation organized and existing under the laws of the State
of Delaware (hereinafter called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to The Bank of New York, as Property Trustee (the
"Property Trustee") for J.P. Morgan Chase Capital [___], a statutory business
trust formed under the laws of the State of Delaware, or registered assigns, the
principal sum of ___________________________________________ Dollars
($___,___,___) on ___________, 20___. The Company further promises to pay
interest on said principal sum from ___________, or from the most recent
interest payment date (each such date, an "Interest Payment Date") on which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on [___________, ___________, ___________ and
___________] of each year, commencing ___________, at the rate of [____%] per
annum, until the principal hereof shall have become due and payable, [if
applicable, insert plus Additional Interest, if any,] until the principal hereof
is paid or duly provided for or made available for payment [if applicable,
insert- and on any overdue principal and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the rate of [____%] per annum, compounded
[monthly] [quarterly] [semi-annually]. The amount of interest payable for any
Interest Period shall be computed on the basis of twelve 30-day months and a
360-day year. The amount of interest payable for any partial period shall be
computed on the basis of [the actual number of days elapsed in the Interest
Period (which number of actual days shall include the first but exclude the last
day of such Interest Period) divided by 360] [the number of days elapsed in a
360-day year of twelve 30-day months]. In the event that any date on which
interest is payable on this Security is not a Business Day, then a payment of
the interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest of other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on the date the
payment was originally payable. A "Business Day" shall mean any day other than
(i) a Saturday or Sunday, or (ii) a day on which banking institutions in The
City of New York are authorized or required by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee [if
applicable, insert - or the principal office of the Property Trustee under the
Trust Agreement hereinafter referred to for J.P. Morgan Chase Capital __,] is
closed for business. The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest installment, which shall be [insert definition of
Regular Record Dates]. Any such interest installment not so punctually paid or
duly provided for shall

                                       55
<PAGE>

forthwith cease to be payable to the Holder on such Regular Record Date and may
either 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 be given to the 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 or automated quotation system on which the Securities of
this series may be listed or traded, and upon such notice as may be required by
such exchange or self-regulatory organization, all as more fully provided in
said Indenture.

     [If applicable, insert - So long as no Event of Default has occurred and is
continuing, the Company shall have the right at any time during the term of this
Security to defer payment of interest on this Security, at any time or from time
to time, for up to ___ consecutive [monthly] [quarterly] [semi-annual] Interest
Periods with respect to each deferral period (each an "Extension Period"),
during which Extension Periods the Company shall have the right to make partial
payments of interest on any Interest Payment Date, and at the end of which the
Company shall pay all interest then accrued and unpaid (together with Additional
Interest thereon to the extent permitted by applicable law); provided, however,
that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security; provided, further, that during any such Extension
Period, the Company shall not, and shall not permit any Subsidiary of the
Company to, (i) declare or pay any dividends or distributions on or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt security of the
Company that ranks pari passu with or junior in interest to this Security or
(iii) make any guarantee payments with respect to any guarantee by the Company
of the debt securities of any Subsidiary of the Company if such guarantee ranks
pari passu with or junior in interest to this Security (other than (a) dividends
or distributions in the Company's capital stock, (b) any declaration of a
dividend in connection with the implementation of a Rights Plan or the
redemption or repurchase of any rights distributed pursuant to a Rights Plan,
(c) payments under the Guarantee with respect to this Security, and (d)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees, related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan, or related to the issuance of Common Stock
(or securities convertible or exchangeable for Common Stock) as consideration in
an acquisition transaction that was entered into prior to the commencement of
such Extension Period). Prior to the termination of such Extension Period, the
Company may further defer the payment of interest, provided that no Extension
Period shall exceed ___ consecutive [monthly] [quarterly] [semi-annual] Interest
Periods or extend beyond the Stated Maturity of the principal of this Security.
Upon the termination of any such Extension Period and upon the payment of all
accrued and unpaid interest and any Additional Interest then due, the Company
may elect to begin a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Holder of this Security and the Trustee
notice of its election to begin any Extension Period at least one Business Day
prior to the next succeeding Interest Payment Date on which interest on this
Security would be payable but for such deferral [if applicable, insert - or,
with respect to the Securities issued to a Trust, so long as such Securities are
held by such Trust, prior to the earlier of (i) the next succeeding date on
which Distributions on the Capital Securities would be payable but for such


                                       56
<PAGE>

deferral or (ii) the date the Administrative Trustees are required to give
notice to any securities exchange or other applicable self-regulatory
organization or to holders of such Capital Securities of the record date or the
date such Distributions are payable, but in any event not less than one Business
Day prior to such record date]].

     Payment of principal of (and premium, if any) and interest on this Security
will be made at the office or agency of the Company maintained for that purpose
in the United States, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts [if applicable, insert - ; provided, however, that at the option of the
Company payment of interest may be made (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by wire transfer in immediately available funds at such place
and to such account as may be designated in writing at least 15 days before the
relevant Interest Payment Date by the Person entitled thereto as specified in
the Securities Register.]

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this 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 under its corporate seal.



[SEAL]

                                        J.P. MORGAN CHASE & CO.

                                        By:


                                       57
<PAGE>



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

Attest:


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

     This is one of the Securities referred to in the within mentioned
Indenture.


Dated:

THE BANK OF NEW YORK
  as Trustee

By:
   ----------------------------------
   Authorized Signatory









                                       58
<PAGE>


     [Reverse of Security]

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Junior Subordinated Indenture, dated as of December 1, 1996
(herein called the "Indenture"), between the Company and The Bank of New York,
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 Trustee, the
Company and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $____________.

All terms used in this Security that are defined in the Indenture or in the
Amended and Restated Trust Agreement, dated as of ___________, as amended from
time to time (the "Trust Agreement"), for J.P. Morgan Chase Capital _, among
J.P. Morgan Chase & Co., as Depositor, and the Trustees named therein, shall
have the meanings assigned to them in the Indenture or the Trust Agreement, as
the case may be. [The interest rate for the initial Interest Period will be
___._____% per annum. Thereafter, The Bank of New York, as Calculation Agent
(the "Calculation Agent"), will calculate the interest rate payable with respect
to this Security for each __________Interest Period based
on______________________________________________.]

     [The amount of interest payable for any Interest Period shall be computed
on the basis of the actual number of days in the Interest Period (which number
of actual days shall include the first day but exclude the last day of such
Interest Period) divided by 360.]

     [Absent manifest error, the Calculation Agent's determination of and its
calculation of the applicable interest rate for each Interest Period will be
final and binding.]

     [The Company may, at its option, on or after ___________, and subject to
the terms and conditions of Article XI of the Indenture, redeem this Security in
whole at any time or in part from time to time.]

     [If a Tax Event or Capital Treatment Event occurs and either

     (i) in the opinion of Counsel to the Company experienced in such matters,
there would in all cases, after effecting the termination of J.P. Morgan Chase
Capital ____ and the distribution of this Security to the holders of the Capital
Securities in exchange therefor upon liquidation of J.P. Morgan Chase Capital
____, be more than an insubstantial risk that any of the following would
continue to exist:

         (x) J.P. Morgan Chase Capital ____ is, or will be within 90 days of the
     date of such opinion, subject to United States federal income tax with
     respect to income received or accrued on this Security;

         (y) interest payable by the Company on this Security is not, or within
     90 days of the date of such opinion, will not be, deductible by the
     Company, in whole or in part, for United States federal income tax
     purposes; of

<PAGE>

         (z) J.P. Morgan Chase Capital ____ is, or will be within 90 days of the
     date of the opinion, subject to more than a de minimis amount of other
     taxes, duties or other governmental charges (the events referred to in this
     clause (i) being referred to herein as an "Adverse Tax Consequence");

     (ii) in the reasonable determination of the Company, there would in all
cases, after effecting the termination of J.P. Morgan Chase Capital ____ and the
distribution of this Security to the holders of the Capital Securities in
exchange therefor upon liquidation of J.P. Morgan Chase Capital ___, be more
than an insubstantial risk that the Company will not be entitled to treat an
amount equal to the Liquidation Amount of the Capital Securities as "Tier 1
Capital" (or the then equivalent thereof) for purposes of the capital adequacy
guidelines of the Federal Reserve System, as then in effect and applicable to
the Company; or

     (iii) this Security is not held by J.P. Morgan Chase Capital ___;

     then the Company shall have the right to redeem this Security, subject to
the terms and conditions of Article XI of the Indenture, in whole but not in
part, at any time within 90 days following the occurrence of a Tax Event or a
Capital Treatment Event.

     In all cases, the Redemption Price with respect to this Security shall be
equal to 100% of the principal amount of this Security plus accrued and unpaid
interest, including Additional Interest, if any, to the Redemption Date.

     This Security shall be subject to partial redemption only in the amount of
$ ____, or integral multiples thereof.

     In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

     The provisions of Sections 3.4 and 11.7 of the Indenture shall not apply to
this Security.

     The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the outstanding
Securities of this series. The Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of this
series at the time Outstanding, on behalf of the Holders of Securities of this
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 Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

<PAGE>

     As provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the Securities of this series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in principal amount of the outstanding Securities of this
series may declare the principal amount of all the Securities of this series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), provided that, in the case of the Securities
of this series issued to a Trust, if upon an Event of Default, the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of this series fails to declare the principal of all the Securities

     As of this series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the Preferred Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee; and upon any such declaration the principal amount of and the accrued
interest (including any Additional Interest) on all the Securities of this
series shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XIII of the
Indenture.

     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 interest 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 therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities 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. 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 be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $______ and any integral multiple 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 such series of a different authorized denomination, as
requested by the Holder surrendering the same.

<PAGE>

     The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for

     United States federal, state and local tax purposes it is intended that
this Security constitute indebtedness.

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.


<PAGE>

                                                                       Exhibit C


               THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON
                 OTHER THAN AS SET FORTH IN THE TRUST AGREEMENT
                                REFERRED TO BELOW

Certificate Number:                           Number of Common Securities

                                       C-1

                    CERTIFICATE EVIDENCING COMMON SECURITIES

                                       OF

                       J.P. MORGAN CHASE CAPITAL ________

                              [ ] COMMON SECURITIES

                (LIQUIDATION AMOUNT $ _______PER COMMON SECURITY)


      J.P. Morgan Chase Capital ___, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that J.P.
Morgan Chase & Co. ( the "Holder") is the registered owner of ______ common
securities of the Trust representing beneficial ownership interests of the Trust
and designated the [ ] Common Securities (Liquidation Amount $ _____ per Common
Security) (the "Common Securities"). Except as provided in Section 5.10 of the
Trust Agreement (as defined below) the Common Securities are not transferable
and, to the fullest extent permitted by law, any attempted prohibited transfer
hereof shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of _________, among
J.P. Morgan Chase & Co., as Depositor, The Bank of New York, as Property
Trustee, The Bank of New York (Delaware), as Delaware Trustee, and The
Administrative Trustees named therein, as the same may be amended from time to
time (the "Trust Agreement") including the designation of the terms of the
Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.


     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder and by acceptance hereof
agrees to the provisions of (i) the Guarantee Agreement entered into by J.P.
Morgan Chase & Co., a Delaware corporation ("J.P. Morgan") and The Bank of New
York, a New York banking corporation ("The Bank of New York"), as guarantee
trustee, dated as of ____________________, and (ii) the Indenture entered into
by J.P. Morgan and The Bank of New York, as trustee, dated as of December 1,
1996.

<PAGE>

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate.

                                         J.P. MORGAN CHASE CAPITAL _______

                                         By:
                                            ------------------------------
                                               Name:
                                               Administrative Trustee



<PAGE>
                                                                       EXHIBIT D


     This Preferred Security is a Global Certificate within the meaning of the
Trust Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Preferred Security is exchangeable for Preferred Securities registered in the
name of a person other than the Depository or its nominee only in the limited
circumstances described in the Trust Agreement and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository) may be registered except in
limited circumstances.

     Unless this Preferred Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York) to J.P. Morgan Chase
Capital ______ or its agent for registration of transfer, exchange or payment,
and any Preferred Security issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

     CERTIFICATE NUMBER

                                        NUMBER OF PREFERRED SECURITIES

                                       P-

                                    CUSIP N0.

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                       OF

                         J.P. MORGAN CHASE CAPITAL _____

              $ CUMULATIVE [QUARTERLY] INCOME PREFERRED SECURITIES,

                                     SERIES

             (LIQUIDATION AMOUNT $ _________ PER PREFERRED SECURITY)

     J.P. Morgan Chase Capital ____, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that
_________________ (the "Holder") is the registered owner of preferred securities
in the aggregate liquidation amount of $____________ of the Trust representing
an undivided beneficial interest in the assets of the Trust and designated the
J.P. Morgan Chase Capital ___ [______%] Cumulative [Quarterly] Income Preferred
Securities, Series _____ (liquidation amount $_______ per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in

<PAGE>

person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of as ___________, among J.P. Morgan Chase & Co., as Depositor, The Bank of
New York, as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, and The Administrative Trustees named therein, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of Preferred Securities as set forth therein.

     The Holder is entitled to the benefits of the Guarantee Agreement entered
into by J.P. Morgan Chase & Co. (formerly known as The Chase Manhattan
Corporation), a Delaware corporation ("J.P. Morgan Chase"), and The Bank of New
York, a New York banking corporation ("The Bank of New York"), as guarantee
trustee, dated as of _________, 200_ (the "Guarantee"), to the extent provided
therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee
to the Holder without charge upon written request to the Trust at its principal
place of business or registered office. Upon receipt of this certificate, the
Holder is bound by the Trust Agreement and is entitled to the benefits
thereunder.

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ____ day of __________, 200_.


                                          J.P. MORGAN CHASE CAPITAL ____

                                          By:
                                             ----------------------------------
                                             Name:
                                             Administrative Trustee


This is one of the Securities referred to in the within mentioned Trust
Agreement.

Date of Authentication:

THE BANK OF NEW YORK,
  as Property Trustee

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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>GUARANTEE AGREEMENT
<TEXT>
<PAGE>



                                                                     Exhibit 4.8

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


                               GUARANTEE AGREEMENT



                                     BETWEEN



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


                                       AND



                              THE BANK OF NEW YORK
                                  (AS TRUSTEE)



                                   DATED AS OF

                                 _________, 200_

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


<PAGE>

                                                                               2

                             CROSS-REFERENCE TABLE*

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


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


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

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

<PAGE>


                                       TABLE OF CONTENTS

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

<PAGE>

                               GUARANTEE AGREEMENT

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

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

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

     WHEREAS, as incentive for the Holders to purchase Securities the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth
herein, to pay to the Holders of the Securities the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein.

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time of the Securities.

                             ARTICLE I DEFINITIONS

          SECTION 1.1 Definitions.

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


<PAGE>
                                                                               2

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

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

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

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

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

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

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

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

<PAGE>
                                                                               3

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

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

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

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

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

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

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

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

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

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

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

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

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

<PAGE>
                                                                               4


                         ARTICLE II TRUST INDENTURE ACT

         SECTION 2.1 Trust Indenture Act; Application.

         (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.

         (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         SECTION 2.2 List of Holders.

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

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

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

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

         SECTION 2.3 Reports by the Guarantee Trustee.

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

         SECTION 2.4 Periodic Reports to the Guarantee Trustee.

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

<PAGE>
                                                                               5

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

         SECTION 2.5 Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

         SECTION 2.6 Events of Default; Waiver.

     The Holders of a Majority in aggregate Liquidation Amount of the Securities
may, by vote, on behalf of the Holders, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee Agreement, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent therefrom.

         SECTION 2.7 Event of Default; Notice.

         (a) The Guarantee Trustee shall, within 90 days after the occurrence of
an Event of Default, transmit by mail, first class postage prepaid, to the
Holders, notices of all Events of Default actually known to the Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, except in the case of a default in the payment of a Guarantee
Payment, the Guarantee Trustee shall be protected in withholding such notice if
and so long as the Board of Directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders.

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

         SECTION 2.8 Conflicting Interests.

     The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

<PAGE>
                                                                               6

         ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

         SECTION 3.1 Powers and Duties of the Guarantee Trustee.

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

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

         (c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

         (d) No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

            (i) prior to the occurrence of any Event of Default and after the
         curing or waiving of all such Events of Default that may have occurred:

                    (A) the duties and obligations of the Guarantee Trustee
         shall be determined solely by the express provisions of this Guarantee
         Agreement, and the Guarantee Trustee shall not be liable except for the
         performance of such duties and obligations as are specifically set
         forth in this Guarantee Agreement; and

                    (B) in the absence of bad faith on the part of the Guarantee
         Trustee, the Guarantee Trustee may conclusively rely, as to the truth
         of the statements and the correctness of the opinions expressed
         therein, upon any certificates or opinions furnished to the Guarantee
         Trustee and conforming to the requirements of this Guarantee Agreement;
         but in the case of any such certificates or opinions that by any
         provision hereof or of the Trust Indenture Act are specifically
         required to be furnished to the Guarantee Trustee, the Guarantee

<PAGE>
                                                                               7

         Trustee shall be under a duty to examine the same to determine whether
         or not they conform to the requirements of this Guarantee Agreement;

               (ii) the Guarantee Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer of the Guarantee
         Trustee, unless it shall be proved that the Guarantee Trustee was
         negligent in ascertaining the pertinent facts upon which such judgment
         was made;

               (iii) the Guarantee Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a
         Majority in aggregate Liquidation Amount of the Securities relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Guarantee Trustee, or exercising any trust or power
         conferred upon the Guarantee Trustee under this Guarantee Agreement;
         and

               (iv) no provision of this Guarantee Agreement shall require the
         Guarantee Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if the Guarantee
         Trustee shall have reasonable grounds for believing that the repayment
         of such funds or liability is not reasonably assured to it under the
         terms of this Guarantee Agreement or adequate indemnity against such
         risk or liability is not reasonably assured to it.

         SECTION 3.2 Certain Rights of Guarantee Trustee.

         (a) Subject to the provisions of Section 3.1:

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

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

               (iii) Whenever, in the administration of this Guarantee
         Agreement, the Guarantee Trustee shall deem it desirable that a matter
         be proved or established before taking, suffering or omitting to take
         any action hereunder, the Guarantee Trustee (unless other evidence is
         herein specifically prescribed) may, in the absence of bad faith on its
         part, request and rely upon an Officers' Certificate which, upon
         receipt of such request from the Guarantee Trustee, shall be promptly
         delivered by the Guarantor.

<PAGE>
                                                                               8

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

               (v) The Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee
         Agreement at the request or direction of any Holder, unless such Holder
         shall have provided to the Guarantee Trustee such adequate security and
         indemnity as would satisfy a reasonable person in the position of the
         Guarantee Trustee, against the costs, expenses (including attorneys'
         fees and expenses) and liabilities that might be incurred by it in
         complying with such request or direction, including such reasonable
         advances as may be requested by the Guarantee Trustee; provided that,
         nothing contained in this Section 3.2(a)(v) shall be taken to relieve
         the Guarantee Trustee, upon the occurrence of an Event of Default, of
         its obligation to exercise the rights and powers vested in it by this
         Guarantee Agreement.

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

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

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

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

<PAGE>
                                                                               9

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

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

         SECTION 3.3 Indemnity.

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

                          ARTICLE IV GUARANTEE TRUSTEE

         SECTION 4.1 Guarantee Trustee: Eligibility.

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

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

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

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

         (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.
<PAGE>
                                                                              10


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

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

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

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

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

                               ARTICLE V GUARANTEE

         SECTION 5.1 Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

         SECTION 5.2 Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Guarantee Trustee,
Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of
<PAGE>
                                                                              11

redemption and all other notices and demands.

         SECTION 5.3 Obligations Not Affected.

     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

         (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Securities to be performed or
observed by the Issuer;

         (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Debentures as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Securities or the
extension of time for the performance of any other obligation under, arising out
of, or in connection with, the Securities;

         (c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Securities, or any action
on the part of the Issuer granting indulgence or extension of any kind;

         (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

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

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

         (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

         SECTION 5.4 Rights of Holders.

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

Trustee has the right to enforce this Guarantee Agreement on behalf of the
Holders; (iii) the Holders of a Majority in Aggregate Liquidation Amount of the
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of this
Guarantee Agreement or exercising any trust or power conferred upon the
Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may
institute a legal proceeding directly against the Guarantor to enforce its
rights under this Guarantee Agreement, without first instituting a legal
proceeding against the Guarantee Trustee, the Issuer or any other Person.

         SECTION 5.5 Guarantee of Payment

     This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Debentures to Holders as provided in the
Trust Agreement.

         SECTION 5.6 Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

         SECTION 5.7 Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Securities and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.3 hereof.

                     ARTICLE VI COVENANTS AND SUBORDINATION

         SECTION 6.1 Subordination.

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


Article XIII of the Indenture.

         SECTION 6.2 Pari Passu Guarantees.

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

                            ARTICLE VII TERMINATION

         SECTION 7.1 Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Securities, (ii) the
distribution of Debentures to the Holders in exchange for all of the Securities
or (iii) full payment of the amounts payable in accordance with the Trust
Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sums paid
with respect to Securities or this Guarantee Agreement.

                           ARTICLE VIII MISCELLANEOUS

         SECTION 8.1 Successors and Assigns.

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

         SECTION 8.2 Amendments.

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

         SECTION 8.3 Notices.

<PAGE>
                                                                              14

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

         (a) if given to the Guarantor, to the address set forth below or such
other address, facsimile number or to the attention of such other Person as the
Guarantor may give notice to the Holders:

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

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

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

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

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

                    with a copy to:

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

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

         (c) if given to any Holder, at the address set forth on the books and
records of the Issuer.

     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

<PAGE>
                                                                              15

         SECTION 8.4 Benefit.

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

         SECTION 8.5 Interpretation.

     In this Guarantee Agreement, unless the context otherwise requires:

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

         (b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

         (c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

         (d) all references in this Guarantee Agreement to Articles and Sections
are to Articles and Sections of this Guarantee Agreement unless otherwise
specified;

         (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

         (f) a reference to the singular includes the plural and vice versa; and

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

         SECTION 8.6 Governing Law.

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



<PAGE>
                                                                              16

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

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

                                       J.P. MORGAN CHASE & CO.

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



                                       THE BANK OF NEW YORK
                                         as Guarantee Trustee

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















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>OPINION OF SIMPSON THACHER & BARTLETT
<TEXT>
<PAGE>


                                                               September 5, 2001




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

Ladies and Gentlemen:

     This opinion is delivered in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by J.P. Morgan Chase & Co., a
Delaware corporation ("J.P. Morgan Chase"), and J.P. Morgan Chase Capital X,
J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan
Chase Capital XIII, each a Delaware business trust (the "Trusts", and together
with J.P. Morgan Chase, the "Registrants"), filed under the Securities Act of
1933, as amended (the "Act"), which Registration Statement relates to (i)
preferred securities representing beneficial ownership interests in such Trusts
(the "Preferred Securities"), (ii) junior subordinated deferrable interest
debentures (the "Debentures") to be issued by J.P. Morgan Chase and (iii)
unconditional and irrevocable guarantees (the "Guarantees"), to be issued by
J.P. Morgan Chase, of the obligations of the respective Trusts under the
Preferred Securities.

     We have examined (i) the Registration Statement, (ii) the Junior
Subordinated Indenture, dated as of December 1, 1996 (an "Indenture"), between
J.P. Morgan Chase and The Bank of New York, as Debenture Trustee (the "Debenture
Trustee"), as filed as an exhibit to the Registration Statement and (iii) the
form of each Guarantee Agreement (collectively, the "Guarantee Agreements") to
be executed by J.P. Morgan Chase and The Bank of New York, as Guarantee Trustee
(the "Guarantee Trustee"), as filed as an exhibit to the Registration Statement.
In addition, we have examined originals or duplicates or certified or conformed
copies of such corporate records, agreements, instruments and other documents,
and have made such other and further investigations, as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of J.P. Morgan Chase and the
Trusts.

     In rendering the opinions set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us

<PAGE>

J.P. Morgan Chase & Co.               -2-                      September 5, 2001


as originals, the conformity to original documents of all documents submitted to
us as duplicates or certified or conformed copies, and the authenticity of the
originals of such latter documents. We also have assumed that the Indenture is
the valid and legally binding obligation of the Debenture Trustee, and at the
time of execution, authentication, issuance and delivery of each Guarantee, the
applicable Guarantee Agreement will be the valid and legally binding obligation
of the Guarantee Trustee.

     Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that:

     Assuming (a) the taking of all necessary corporate action to approve the
issuance and terms of the Debentures and related matters by the Board of
Directors of J.P. Morgan Chase, a duly constituted and acting committee of such
Board or duly authorized officers of J.P. Morgan Chase (such Board of Directors,
committee or authorized officers being hereinafter referred to as the "Board")
and (b) the due execution, authentication, issuance and delivery of the
Debentures, upon payment of the consideration therefor as contemplated by the
Registration Statement and in accordance with the provisions of the Indenture,
the Debentures will constitute valid and legally binding obligations of J.P.
Morgan Chase enforceable against J.P. Morgan Chase in accordance with their
terms.

     Assuming (a) the taking of all necessary corporate action to approve the
issuance and terms of the Guarantees and related matters by the Board and (b)
the due execution and delivery of the Guarantee Agreements and the due
execution, authentication, issuance and delivery of the Guarantees, the
Guarantees will constitute valid and legally binding obligations of J.P. Morgan
Chase.

     Our opinions set forth above are subject to the effects of (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, (ii) general
equitable principles (whether considered in a proceeding in equity or at law)
and (iii) an implied covenant of good faith and fair dealing.

     We are members of the Bar of the State of New York and we do not express
any opinion herein concerning any law other than the law of the State of New
York, the federal law of the United States and the Delaware General Corporation
Law.


<PAGE>

J.P. Morgan Chase & Co.               -2-                      September 5, 2001




     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement.



                                           Very truly yours,

                                           /s/  SIMPSON THACHER & BARTLETT




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>OPINIONS
<TEXT>


<PAGE>



                    [Letterhead of Richards, Layton & Finger]




                                                 September 5, 2001




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

                  Re:      J.P. Morgan Chase Capital X

Ladies and Gentlemen:

      We have acted as special Delaware counsel for J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), and J.P. Morgan Chase Capital X, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

      (a) The Certificate of Trust of the Trust, dated as of August 24, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 27, 2001;

      (b) The Trust Agreement of the Trust, dated as of August 24, 2001, among
the Company, as Depositor, and the trustees of the Trust named therein;

      (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be filed
by the Company, the Trust and others as set forth therein with the Securities
and Exchange Commission on or about September 5, 2001;

<PAGE>


J.P. Morgan Chase Capital X
September 5, 2001
Page 2



      (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, C and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

      (e) A Certificate of Good Standing for the Trust, dated September 4, 2001,
obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Securities Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Security Holders
in accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.


<PAGE>


J.P. Morgan Chase Capital X
September 5, 2001
Page 3



      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

      2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

      3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.


                                   Very truly yours,

                                   /s/ Richards, Layton & Finger

BJK/KML


<PAGE>









                    [Letterhead of Richards, Layton & Finger]




                                                 September 5, 2001




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

                  Re:      J.P. Morgan Chase Capital XI

Ladies and Gentlemen:

      We have acted as special Delaware counsel for J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), and J.P. Morgan Chase Capital XI, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

      (a) The Certificate of Trust of the Trust, dated as of August 24, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 27, 2001;

      (b) The Trust Agreement of the Trust, dated as of August 24, 2001, among
the Company, as Depositor, and the trustees of the Trust named therein;

      (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be filed
by the Company, the Trust and others as set forth therein with the Securities
and Exchange Commission on or about September 5, 2001;

<PAGE>


J.P. Morgan Chase Capital XI
September 5, 2001
Page 2



      (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, C and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

      (e) A Certificate of Good Standing for the Trust, dated September 4, 2001,
obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Securities Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Security Holders
in accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.


<PAGE>


J.P. Morgan Chase Capital XI
September 5, 2001
Page 3



      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

      2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

      3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.


                                 Very truly yours,

                                 /s/ Richards, Layton & Finer

BJK/KML


<PAGE>









                    [Letterhead of Richards, Layton & Finger]




                                                 September 5, 2001




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

                  Re:      J.P. Morgan Chase Capital XII

Ladies and Gentlemen:

      We have acted as special Delaware counsel for J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), and J.P. Morgan Chase Capital XII, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

      (a) The Certificate of Trust of the Trust, dated as of August 24, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 27, 2001;

      (b) The Trust Agreement of the Trust, dated as of August 24, 2001, among
the Company, as Depositor, and the trustees of the Trust named therein;

      (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be filed
by the Company, the Trust and others as set forth therein with the Securities
and Exchange Commission on or about September 5, 2001;


<PAGE>


J.P. Morgan Chase Capital XII
September 5, 2001
Page 2



      (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, C and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

      (e) A Certificate of Good Standing for the Trust, dated September 4, 2001,
obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Securities Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Security Holders
in accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.


<PAGE>


J.P. Morgan Chase Capital XII
September 5, 2001
Page 3



      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

      2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

      3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.


                                    Very truly yours,

                                     /s/ Richards, Layton & Finger

BJK/KML




<PAGE>








                    [Letterhead of Richards, Layton & Finger]




                                                 September 5, 2001




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

                  Re:      J.P. Morgan Chase Capital XIII

Ladies and Gentlemen:

      We have acted as special Delaware counsel for J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), and J.P. Morgan Chase Capital XIII, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

      (a) The Certificate of Trust of the Trust, dated as of August 24, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 27, 2001;

      (b) The Trust Agreement of the Trust, dated as of August 24, 2001, among
the Company, as Depositor, and the trustees of the Trust named therein;

      (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be filed
by the Company, the Trust and others as set forth therein with the Securities
and Exchange Commission on or about September 5, 2001;



<PAGE>


J.P. Morgan Chase Capital XIII
September 5, 2001
Page 2



      (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, C and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

      (e) A Certificate of Good Standing for the Trust, dated September 4, 2001,
obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Securities Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Security Holders
in accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.


<PAGE>


J.P. Morgan Chase Capital XIII
September 5, 2001
Page 3



      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

      2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

      3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.


                                  Very truly yours,

                                  /s/ Richards, Layton & Finger

BJK/KML



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>file007.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>

<PAGE>

                                  EXHIBIT 23.1


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Amendment No. 1 to
the Registration Statement on Form S-3 (No. 333-68500) of our report dated
January 16, 2001 relating to the financial statements, which appear in J.P.
Morgan Chase & Co.'s Annual Report on Form 10-K for the year ended December 31,
2000. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP



New York, NY
September 4, 2001





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>9
<FILENAME>file008.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)

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

                             J.P. MORGAN CHASE & CO.
               (Exact name of obligor as specified in its charter)

Delaware                                                  13-2624428
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

270 Park Avenue
New York, New York                                        10017
(Address of principal executive offices)                  (Zip code)



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

                         Junior Subordinated Debentures
                       (Title of the indenture securities)

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




<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

(a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
         IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y. 10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y. 10045

        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        New York Clearing House Association                      New York, New York 10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/ TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.2
<SEQUENCE>10
<FILENAME>file009.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)

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

                           J.P. MORGAN CHASE CAPITAL X
               (Exact name of obligor as specified in its charter)

Delaware                                                  Applied for
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York                                        10017
(Address of principal executive offices)                  (Zip code)



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

                              Preferred Securities
                       (Title of the indenture securities)

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




<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y. 10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y. 10045

        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        New York Clearing House Association                      New York, New York 10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/ TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.3
<SEQUENCE>11
<FILENAME>file010.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)

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

                          J.P. MORGAN CHASE CAPITAL XI
               (Exact name of obligor as specified in its charter)

Delaware                                                  Applied for
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York                                        10017
(Address of principal executive offices)                  (Zip code)



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

                              Preferred Securities
                       (Title of the indenture securities)

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




<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y. 10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y. 10045

        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        New York Clearing House Association                      New York, New York 10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/ TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.4
<SEQUENCE>12
<FILENAME>file011.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

One Wall Street, New York, N.Y.                        10286
(Address of principal executive offices)               (Zip code)

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

                          J.P. MORGAN CHASE CAPITAL XII
               (Exact name of obligor as specified in its charter)

Delaware                                               Applied for
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)

c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York                                     10017
(Address of principal executive offices)               (Zip code)



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

                              Preferred Securities
                       (Title of the indenture securities)

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




<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y. 10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y. 10045

        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        New York Clearing House Association                      New York, New York 10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/ TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.5
<SEQUENCE>13
<FILENAME>file012.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)

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

                         J.P. MORGAN CHASE CAPITAL XIII
               (Exact name of obligor as specified in its charter)

Delaware                                                 Applied for
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)

c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York                                       10017
(Address of principal executive offices)                 (Zip code)



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

                              Preferred Securities
                       (Title of the indenture securities)

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




<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y.  10006,
                                                                 and Albany, N.Y. 12203
        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y.  10045
        Federal Deposit Insurance Corporation                    Washington, D.C.  20429
        New York Clearing House Association                      New York, New York   10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/ TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.6
<SEQUENCE>14
<FILENAME>file013.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)

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

                             J.P. MORGAN CHASE & CO.
               (Exact name of obligor as specified in its charter)

Delaware                                                 13-2624428
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)

270 Park Avenue
New York, New York                                       10017
(Address of principal executive offices)                 (Zip code)



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

                      Guarantee of Preferred Securities of
                           J.P. Morgan Chase Capital X
                       (Title of the indenture securities)

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



<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y. 10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y. 10045

        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        New York Clearing House Association                      New York, New York 10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/ TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.7
<SEQUENCE>15
<FILENAME>file014.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                   13-5160382
(State of incorporation                                    (I.R.S. employer
if not a U.S. national bank)                               identification no.)

One Wall Street, New York, N.Y.                            10286
(Address of principal executive offices)                   (Zip code)

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

                             J.P. MORGAN CHASE & CO.
               (Exact name of obligor as specified in its charter)

Delaware                                                   13-2624428
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

270 Park Avenue
New York, New York                                         10017
(Address of principal executive offices)                   (Zip code)



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

                      Guarantee of Preferred Securities of
                          J.P. Morgan Chase Capital XI
                       (Title of the indenture securities)

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



<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y.  10006,
                                                                 and Albany, N.Y. 12203
        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y.  10045
        Federal Deposit Insurance Corporation                    Washington, D.C.  20429
        New York Clearing House Association                      New York, New York   10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/ TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.8
<SEQUENCE>16
<FILENAME>file015.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)

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

                             J.P. MORGAN CHASE & CO.
               (Exact name of obligor as specified in its charter)

Delaware                                                  13-2624428
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

270 Park Avenue
New York, New York                                        10017
(Address of principal executive offices)                  (Zip code)



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

                      Guarantee of Preferred Securities of
                          J.P. Morgan Chase Capital XII
                       (Title of the indenture securities)

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



<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y. 10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y. 10045

        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        New York Clearing House Association                      New York, New York 10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/  TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.9
<SEQUENCE>17
<FILENAME>file016.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)

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

                             J.P. MORGAN CHASE & CO.
               (Exact name of obligor as specified in its charter)

Delaware                                                  13-2624428
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)
270 Park Avenue
New York, New York                                        10017
(Address of principal executive offices)                  (Zip code)



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

                      Guarantee of Preferred Securities of
                         J.P. Morgan Chase Capital XIII
                       (Title of the indenture securities)

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



<PAGE>



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------

                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y. 10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y. 10045

        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        New York Clearing House Association                      New York, New York 10005
</TABLE>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of September, 2001.


                                                 THE BANK OF NEW YORK


                                                 By: /S/ TERENCE T. RAWLINS
                                                     ---------------------------
                                                     Name:  TERENCE T. RAWLINS
                                                     Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT 7



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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                             Dollar Amounts
ASSETS                                                         In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin..          $2,811,275
   Interest-bearing balances...........................           3,133,222
Securities:
   Held-to-maturity securities.........................             147,185
   Available-for-sale securities.......................           5,403,923
Federal funds sold and Securities purchased
   under agreements to resell                                     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale......................              74,702
   Loans and leases, net of unearned income............          37,471,621
   LESS: Allowance for loan and lease losses...........             599,061
   Loans and leases, net of unearned income
    and allowance......................................          36,872,560
Trading Assets.........................................          11,757,036
Premises and fixed assets (including
    capitalized leases) ...............................             768,795
Other real estate owned................................               1,078
Investments in unconsolidated subsidiaries and
   associated companies ...............................             193,126
Customers' liability to this bank on acceptances
   outstanding ........................................             592,118
Intangible assets......................................
   Goodwill............................................           1,300,295
   Other intangible assets.............................             122,143
Other assets...........................................           3,676,375
                                                                -----------
Total assets...........................................         $70,232,359
                                                                ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................         $25,962,242
   Noninterest-bearing ................................          10,586,346
   Interest-bearing....................................          15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          24,862,377
   Noninterest-bearing.................................             373,085
   Interest-bearing....................................          24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ...........................           1,446,874
Trading liabilities....................................           2,373,361
Other borrowed money:
   (includes mortgage indebtedness and
   obligations under capitalized leases) ..............           1,381,512
Bank's liability on acceptances executed and
   outstanding ........................................             592,804
Subordinated notes and debentures......................           1,646,000
Other liabilities......................................           5,373,065
                                                                -----------
Total liabilities......................................         $63,658,235
                                                                ===========

EQUITY CAPITAL
Common stock...........................................           1,135,284
Surplus................................................           1,008,773
Retained earnings......................................           4,426,033
Accumulated other comprehensive income.........                       4,034
Other equity capital components.....................                      0
- ----------------------------------------------------------------------------
Total equity capital...................................           6,574,124
                                                                -----------
Total liabilities and equity capital...................         $70,232,359
                                                                ===========
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                             Thomas J. Mastro,
                                         Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith


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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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