may0604_ex4p


 Exhibit
      4(p) 

PAYING
        AGENT, REGISTRAR & TRANSFER
        AGENT AND

AUTHENTICATING AGENT AGREEMENT  

      THIS AGREEMENT
      is dated as of December 18, 2003, and shall remain in effect thereafter,
      among J.P. Morgan Chase & Co., a corporation organized under the laws
      of the State of Delaware (the “Issuer”),
    Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), a New
    York banking corporation (the “Trustee”), and JPMorgan Chase
    Bank, a New York banking corporation (the “Bank”).  

 WITNESSETH:  

      WHEREAS,
      the Issuer has entered into an Indenture, dated as of May 25, 2001 (the “Indenture”),
    with the Trustee, pursuant to which the Issuer may issue its unsecured debentures,
    notes or other evidences of indebtedness to be issued in one or more series
    (the “Securities”)
    up to such principal amount or amounts as may from time to time be authorized
    in accordance with the terms thereof;  

      WHEREAS, the Issuer wishes
    to appoint the Bank as paying agent, registrar and transfer agent under the
    Indenture;  

      WHEREAS, the Issuer and
    the Trustee wish to appoint the Bank as Authenticating Agent under the Indenture;  

      WHEREAS, all things necessary
    to make this Agreement a valid agreement according to the terms of the Indenture
    have been done;  

      NOW, THEREFORE, the Issuer,
    the Trustee and the Bank, for good and valuable consideration, the receipt
    and sufficiency of which is hereby acknowledged, hereby mutually covenant
    and agree as follows:  

      SECTION 1.
      Paying Agent. (a)  Appointment.
      In accordance with and subject to Section 3.04 of the Indenture, the Issuer
      hereby appoints the Bank, and the Bank hereby accepts such appointment,
      to act, on the terms and conditions specified herein, as paying agent (the “Paying
      Agent”) in connection with any series
      of Securities issued under the Indenture, unless the parties hereto otherwise
      agree to the contrary.  

      (b) Availability
      of Funds. The Issuer shall assure that funds
      are available to the Paying Agent not later than 12:00 noon New York City
      time on or prior to each due date of the principal of or interest on the
      Securities of any series, in immediately available funds sufficient to
      pay the principal of, and interest on, each of the Securities of such series
      (together with any additional amounts payable pursuant to the terms of
      such Securities) as the case may be. The Issuer shall promptly notify the
      Trustee of any failure to take such action. When used  
















 herein, the terms “principal” and “interest” shall
    have the meanings ascribed to them in Section 1.01 of the Indenture.  

      (c) Application
      of Funds; Return of Unclaimed Funds. Until
      used or applied as herein provided and except as otherwise provided in
      the terms of any series of Securities, all funds made available to the
      Paying Agent hereunder shall be held for the purposes for which they were
      received but need not be segregated from other funds except to the extent
      required by law. 

      (d) Agreements
      with the Trustee. The Paying Agent shall
      (i) hold all sums received by it as such agent for the payment of the principal
      of or interest on any Securities of such series (whether such sums have
      been paid to it by the Issuer or by any other obligor on the Securities
      of such series) in trust for the benefit of the holders of the Securities
      of such series or the Coupons appertaining thereto, if any, or of the Trustee,
      and (ii) give the Trustee notice of any failure by the Issuer (or by any
      other obligor on the Securities of such series) to make any payment of
      the principal of or interest on the Securities when the same shall be due
      and payable.  

      (e) No
      Agency Relationship. In acting under this
      Agreement or in connection with any series of Securities issued under the
      Indenture, the Paying Agent is acting solely as agent of the Issuer and
      shall not assume any relationship of agency or trust for or with any Securityholder,
      except that all funds held by the Bank for payment of principal of or interest
      on the Securities shall be held in trust by it and applied to payments
      of the Securities subject to the limitations set forth herein and in the
      terms of the Security. 

      SECTION 2.
      Registrar and Transfer Agent. (a) Appointment.
      The Issuer hereby appoints the Bank, and the Bank hereby accepts such appointment,
      to act, on the terms and conditions specified herein, as registrar and
      transfer agent (the “Registrar and Transfer
      Agent”) in connection with any series of Securities issued under
      the Indenture, unless the parties hereto otherwise agree to the contrary. 

      (b) Rights
      and Obligations. The Registrar and Transfer
      Agent shall have the same rights and obligations with respect to the registration
      and transfer of any series of Securities that the Issuer has outstanding
      under Sections 2.08 and 3.02 of the Indenture.  

      SECTION 3.
      Authenticating Agent. (a) Appointment.
      In accordance with and subject to Section 6.13 of the Indenture, the Issuer
      and the Trustee hereby appoint the Bank, and the Bank hereby accepts such
      appointment, to act, on the terms and conditions specified herein, as authenticating
      agent (the “Authenticating Agent”) on behalf
      of the Trustee to authenticate Securities, including Securities issued
      upon exchange, registration of transfer, partial 

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 redemption or pursuant to Section 2.09 of the Indenture,
    unless the parties hereto otherwise agree to the contrary. 

      (b) Representation
      and Warranty. The Authenticating Agent hereby
      represents and warrants that it is, and at all times during which this
      Agreement is in effect will be (i) a corporation organized and doing business
      under the laws of the United States of America or of any State, (ii) authorized
      under such laws to exercise corporate trust powers, (iii) an institution
      having a combined capital and surplus of at least $5,000,000 (determined
      as provided in Section 6.09 of the Indenture with respect to the Trustee)
      and (iv) subject to supervision or examination by Federal or State authority.  

      (c) Authorized
      Representatives. From time to time the Issuer
      will furnish the Authenticating Agent with a certificate or similar form
      of evidence of the Issuer demonstrating the incumbency of officers authorized
      to execute Securities and Issuer Orders on behalf of the Issuer (an “Authorized
      Representative”). Until the Authenticating
      Agent receives a subsequent incumbency certificate or similar form of evidence
      of the Issuer, the Authenticating Agent shall be entitled to rely on the
      last such certificate or similar form of evidence delivered to it for purposes
      of determining the Authorized Representatives.  

      (d) Reliance
      on an Issuer Order. The Authenticating Agent
      shall incur no liability to the Issuer in acting hereunder on instructions
      which the recipient believed in good faith to have been given by an Authorized
      Representative.  

      SECTION 4.
      Liability. Neither the Bank nor its officers
      or employees shall be liable for any act or omission hereunder except in
      the case of gross negligence or willful misconduct. The duties and obligations
      of the Bank, its officers and employees shall be determined by the express
      provisions of this Agreement and they shall not be liable except for the
      performance of such duties and obligations as are specifically set forth
      herein and no implied covenants shall be read into this Agreement against
      them. The Bank may consult with counsel and shall be fully protected in
      any action taken in good faith in accordance with the advice of counsel.
      Neither the Bank nor its officers or employees shall be required to ascertain
      whether any issuance or sale of Securities (or any amendment or termination
      of this Agreement) has been duly authorized or is in compliance with any
      other agreement to which the Issuer is a party (whether or not the Bank
      is also a party of such other agreement). 

      SECTION 5.
      Indemnification. The Issuer agrees to indemnify
      and hold harmless the Bank, its directors, officers, employees and agents
      from and against any and all liabilities (including liability for penalties),
      losses, claims, damages, actions, suits, judgments, demands, costs and
      expenses (including reasonable legal fees and expenses) relating to or
      arising out of or in connection with its or

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 their performance under this Agreement, except to the
    extent that they are caused by the gross negligence or willful misconduct
    of the Bank. The foregoing indemnity includes, but is not limited to, any
    action taken or omitted in good faith within the scope of this Agreement
    upon telephone, telecopier or other electronically transmitted instructions,
    if authorized herein, received from or believed by the Bank in good faith
    to have been given by an Authorized Representative. In no event shall the
    Bank be liable for special, indirect or consequential loss or damage of any
    kind whatsoever (including but not limited to lost profits) even if the Bank
    has been advised of the likelihood of such loss or damage and regardless
    of the form of action. This indemnity shall survive the resignation or removal
    of the Bank and the satisfaction or termination of this Agreement.  

      SECTION 6.
      The Trustee. Deutsche Bank Trust Company
      Americas, in its capacity as Trustee hereunder shall be afforded all of
      the rights, powers, immunities and indemnities set forth in the Indenture
      as if such rights, powers, immunities and indemnities were specifically
      set forth herein.  

      SECTION 7.
      Compensation of the Bank. The Issuer agrees
      to pay the compensation of the Bank at such rates as shall be agreed upon
      from time to time and to reimburse the Bank its out-of-pocket expenses
      (including reasonable legal fees and expenses), disbursements and advances
      incurred or made in accordance with any provisions of this Agreement. The
      obligations of the Issuer to the Bank pursuant to this Section shall survive
      the resignation or removal of the Bank and the satisfaction or termination
      of this Agreement.  

      SECTION 8.
      Notices. Notices and other communications
      hereunder shall be in writing and shall be addressed as follows, or to
      such other addresses as the parties hereto shall specify from time to time:  


   (i)  if
      to the Issuer:  

   J. P. Morgan Chase & Co.

    270 Park Avenue

    New York, New York 10017

    Attention: Gene Capello

    Phone: (212)
        270-5892

    Fax: (212) 270-1222  

   (ii)  if
      to the Bank:  

   JPMorgan Chase Bank

    Institutional Trust Services

    4 New York Plaza, 15th Floor

    New York, New York
        10004  



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 Attention: Craig Baumberger

      Phone: (212) 623-5493

      Fax: (212) 623-6274  

 (iii) if to the Trustee:  

   Deutsche Bank Trust Company Americas

    (f/k/a Bankers
      Trust Company)

    Trust & Securities Services

    60 Wall Street

    MS NYC60-2710

    New York, New York 10005-2858

    Attention: Irina Golovashchuk

    Phone:
    (212) 250-2191

    Fax: (212) 797-8614  



      SECTION 9.
      Resignation or Removal of Bank. (a) Resignation
      by Bank. Subject to Section 9(c) the Bank
      may at any time resign in its capacity as any agent designated hereunder
      by giving written notice to the Issuer (and, in the case of resignation
      in its capacity as the Authenticating Agent, to the Trustee) of such intention
      on its part, specifying the date on which its desired resignation shall
      become effective; provided, however,
      that such date shall be not less than three months after the giving of
      such notice by the Bank to the Issuer and, if applicable, to the Trustee.  

      (b) Removal
      by Issuer. The Issuer may at any time remove
      the Bank in its capacity as any agent designated hereunder by giving written
      notice to the Bank specifying such capacity upon which the removal relates
      and the date upon which it is intended to become effective. 

      (c) Effective
      Date. Such resignation or removal shall take
      effect on the date of the appointment by the Issuer (and if applicable,
      the Trustee) of a successor agent and the acceptance of such appointment
      by such successor agent. In the event of resignation by the Bank in any
      capacity, if a successor agent has not been appointed by the Issuer within
      three months after the giving of notice by the Bank of its intention to
      resign in such capacity, the Bank may, at the expense of the Issuer, petition
      any court of competent jurisdiction for appointment of a successor Bank.  

      SECTION 10.
      Benefit of Agreement. This Agreement is solely
      for the benefit of the parties hereto, their successors and assigns, and
      no other person shall acquire or have any right under or by virtue hereof.  

      SECTION 11.
      Securities Held by the Bank. The Bank, in
      its individual or other capacity, may become the owner or pledgee of the
      Securities with the same

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 rights it would have if it were not acting as the Paying
    Agent, the Registrar and Transfer Agent or the Authenticating Agent hereunder.  

      SECTION 12.
      Governing Law. This Agreement is to be delivered
      and performed in the State of New York, and shall be construed and enforced
      in accordance with, and the rights of the parties shall be governed by,
      the laws of the State of New York.  

      SECTION 13.
      Counterparts. This Agreement may be executed
      by the parties hereto in any number of counterparts, and by each of the
      parties hereto in separate counterparts. Each such counterpart, when so
      executed and delivered, shall be deemed to be an original, but all such
      counterparts shall together constitute but one and the same instrument.  

      SECTION 14.
      Capitalized Terms. Capitalized terms used
      herein but not otherwise defined shall have the meanings ascribed to them
      in the Indenture.  

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      IN WITNESS WHEREOF, the
    parties hereto have caused this Agreement to be executed on their behalf
    by their officers thereunto duly authorized, all as of the date and year
    first above written. 


  	J.P. MORGAN CHASE & CO.
	 	 	 
	 	 	 
	By:	/s/ Louis M. Morrell 
	 	

	 	Name:	Louis
      M. Morrell 
	 	Title:	Managing Director 
	 	 	 
	 	 	 
	JPMORGAN CHASE BANK
	 	 	 
	 	 	 
	By:	/s/ Craig Baumberger 
	 	

	 	Name:	Craig Baumberger 
	 	Title:	Trust Officer
	 	 	 
	 	 	 
	DEUTSCHE BANK TRUST COMPANY

           AMERICAS (f/k/a
      Bankers Trust 

           Company) 
      
	 	 	 
	 	 	 
	By:	/s/ Annie Jaghatspanyan 
	 	

	 	Name:	Annie Jaghatspanyan
	 	Title:	Associate




  

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