may0604_ex4o



Exhibit 4(o)  

J.P. MORGAN CHASE & CO.  

 CALCULATION AGENT AGREEMENT  

      CALCULATION
      AGENT AGREEMENT dated as of May 7, 2004, between J.P. Morgan Chase & Co.,
      a Delaware corporation (hereinafter called the “Issuer”),
      having its principal office at 270 Park Avenue, New York, New York 10017-2070,
      and J.P. Morgan Securities Inc., (hereinafter sometimes called the “Calculation
      Agent,” which term shall, unless the context shall otherwise require,
      include its successors and assigns), having its principal office at 270
      Park Avenue, New York, New York 10017-2070.  

      WHEREAS,
      the Issuer proposes to issue and sell from time to time up to $1,000,000,000
      less the initial public offering price of any securities previously issued
      under the Registration Statement on Form S-3 file No. 333-52826 (the “Registration
      Statement”), as filed with the Securities and Exchange Commission
      under the Securities Act of 1933 (or the equivalent thereof in one or more
      currencies other than U.S. dollars) aggregate initial public offering price
      of its Global Medium-Term Notes, Series E, due more than nine months from
      the date of issue (the “Notes”), its Global Warrants,
      Series E (the “Warrants”) and its Global Units, Series
      E (the “Units” and, together with the Notes and the Warrants,
      the “Program Securities”). The Notes will be issued, either
      alone or as part of a Unit, pursuant to the provisions of an indenture
      dated as of May 25, 2001, between the Company and Deutsche Bank Trust Company
      Americas (formerly known as Bankers Trust Company), as trustee (the “Trustee”)
      (as may be supplemented or amended from time to time, the “Indenture”).  

      NOW IT IS HEREBY AGREED THAT:  

      1.  The
    Issuer hereby appoints J.P. Morgan Securities Inc., as Calculation Agent for the Notes, upon the terms
    and subject to the conditions herein set forth, and J.P. Morgan Securities
    Inc. hereby accepts such appointment. The Calculation Agent shall act as
    an agent of the Issuer for the purpose of determining any payments to be
    made on the Notes.  

      2. Attached
    as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7 and A-8 are the forms of Notes
    and the Calculation Agent hereby acknowledges its acceptance of the forms
    of the Notes.  

      3.  The
    Issuer shall notify the Calculation Agent of the issuance of the Notes and, at the time of such issuance, shall
    deliver to the Calculation Agent all information in the possession of the
    Issuer for the calculation of any payments thereunder. The Calculation Agent
    shall calculate any payments due on the Notes in accordance with the terms
    of such Notes, the Indenture and the provisions of this Agreement. In addition,
    the Calculation Agent shall maintain, or cause to be  













 maintained, records permitting it to calculate
    any amounts due (as set forth in the Notes).  

      4.  Promptly
    following the determination of any amount due, the Calculation Agent will cause to be forwarded
    to the Issuer, the Trustee and any paying agent for the Notes information
    regarding the amount due.  

      5. The
    Issuer will pay such compensation as shall be agreed upon and the expenses,
    including reasonable counsel fees, incurred by the Calculation Agent in connection
    with its duties hereunder to the Calculation Agent upon receipt of such invoices
    as the Issuer shall reasonably require.  

      6.  Notwithstanding
    any satisfaction or discharge of the Notes or the Indenture, the Issuer will indemnify the Calculation
    Agent against any losses, liabilities, costs, claims, actions or demands
    which it may incur or sustain or which may be made against it in connection
    with its appointment or the exercise of its powers and duties hereunder as
    well as the reasonable costs, including reasonable fees and expenses of counsel
    in defending any claim, action or demand, except such as may result from
    the negligence or willful misconduct of the Calculation Agent or any of its
    employees. The Calculation Agent shall incur no liability and shall be indemnified
    and held harmless by the Issuer for, or in respect of, any actions taken
    or suffered to be taken in good faith by the Calculation Agent in reliance
    upon (i) the written opinion or advice of counsel or (ii) written instructions
    from the Issuer.  

      7. The
    Calculation Agent accepts its obligations herein set forth upon the terms
    and conditions hereof, including the following, to all of which the Issuer
    agrees:  


        (i) in
        acting under this Agreement and in connection with the Notes, the Calculation
        Agent, acting as agent for the Issuer, does not assume any obligation towards,
        or any relationship of agency or trust for or with, any of the holders of
        the Notes;  

        (ii) unless
      herein otherwise specifically provided, any order, certificate, notice, request
      or communication from the Issuer made or given under any provision of this
      Agreement shall be sufficient if signed or given by any person whom the Calculation
      Agent reasonably believes to be a duly authorized officer or attorney-in-fact
      of the Issuer;  

        (iii) the
      Calculation Agent shall be obligated to perform only such duties as are
      expressly set forth herein and any duties necessarily incidental thereto;

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        (iv) the
        Calculation Agent shall be protected and shall incur no liability for or
        in respect of any action taken or omitted to be taken or anything suffered
        in good faith by it in reliance upon anything contained in the Notes, the
        Indenture or any information supplied to it by the Issuer pursuant to this
        Agreement, including the information to be supplied pursuant to paragraph
        3 above.  

        (v) the
      Calculation Agent, whether acting for itself or in any other capacity, may
      become the owner or pledgee of Notes with the same rights as it would have
      had if it were not acting hereunder as Calculation Agent; and  

        (vi) the
      Calculation Agent shall incur no liability hereunder except for loss sustained
      by reason of its own negligence or willful misconduct.  



      8. (a)
    The Calculation Agent may, in its sole discretion, designate one or more
    reference treasury dealers (each a “Reference Treasury Dealer”) for
    purposes of quoting rates or yields in accordance with the terms of the Notes.
    Forthwith upon such initial designation or any change in the identity of
    any Reference Treasury Dealer, the Calculation Agent shall notify the Issuer
    and the Trustee of such designation or change. The Calculation Agent shall
    not be responsible to the Issuer or any third party for any failure of any
    Reference Treasury Dealer to fulfill its duties or meet its obligations as
    a Reference Treasury Dealer or as a result of the Calculation Agent’s
    having acted (except in the event of negligence or willful misconduct) on
    any quotation or other information given by any Reference Treasury Dealer
    that subsequently may be found to be incorrect. 


        (b) Except
        as provided below, the Calculation Agent may at any time resign as Calculation
        Agent by giving written notice to the Issuer and the Trustee of such intention
        on its part, specifying the date on which its desired resignation shall become
        effective, provided that such notice shall be given not less than 60 days
        prior to the said effective date unless the Issuer and the Trustee otherwise
        agree in writing; provided, however, if
        the Calculation Agent has given not less than 60 days’ prior notice
        of its desired resignation, and during such 60 days a successor Calculation
        Agent has not accepted its appointment as successor Calculation Agent, the
        Calculation Agent so resigning may petition any court of competent jurisdiction
        for the appointment of a successor Calculation Agent. The Issuer covenants
        that it shall appoint a successor Calculation Agent as soon as practicable
        after receipt of any notice of resignation hereunder.  

        Except
        as provided below, the Calculation Agent may be removed by the filing
        with it and the Trustee of an instrument in writing signed by the Issuer
        specifying such removal and the date it shall become effective (such
        effective date

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   being at least 20 days after said filing). Any
        such resignation or removal shall take effect upon:  

  
          (i) the
          appointment by the Issuer as provided herein of a successor Calculation Agent;
          and  

          (ii) the
        acceptance of such appointment by such successor Calculation Agent.  

  



      Upon its
          resignation or removal becoming effective, the retiring Calculation Agent
          shall be entitled to the payment of its compensation and the reimbursement
          of all expenses (including reasonable counsel fees) incurred by such retiring
          Calculation Agent pursuant to paragraph 5 hereof.  


        (c) If
        at any time the Calculation Agent shall resign or be removed, or shall become
        incapable of acting or shall be adjudged bankrupt or insolvent, or liquidated
        or dissolved, or an order is made or an effective resolution is passed to
        wind up the Calculation Agent, or if the Calculation Agent shall file a voluntary
        petition in bankruptcy or make an assignment for the benefit of its creditors,
        or shall consent to the appointment of a receiver, administrator or other
        similar official of all or any substantial part of its property, or shall
        admit in writing its inability to pay or meet its debts as they mature, or
        if a receiver, administrator or other similar official of the Calculation
        Agent or of all or any substantial part of its property shall be appointed,
        or if any order of any court shall be entered approving any petition filed
        by or against the Calculation Agent under the provisions of any applicable
        bankruptcy or insolvency law, or if any public officer shall take charge
        or control of the Calculation Agent or its property or affairs for the purpose
        of rehabilitation, conservation or liquidation, then a successor Calculation
        Agent shall be appointed by the Issuer by an instrument in writing filed
        with the successor Calculation Agent and the Trustee. Upon the appointment
        as aforesaid of a successor Calculation Agent and acceptance by the latter
        of such appointment, the former Calculation Agent shall cease to be Calculation
      Agent hereunder.  

        (d) Any
      successor Calculation Agent appointed hereunder shall execute and deliver
      to its predecessor, the Issuer and the Trustee an instrument accepting such
      appointment hereunder, and thereupon such successor Calculation Agent, without
      any further act, deed or conveyance, shall become vested with all the authority,
      rights, powers, immunities, duties and obligations of such predecessor with
      like effect as if originally named as the Calculation Agent hereunder, and
      such predecessor, upon payment of its compensation, charges and disbursements
      then unpaid, shall thereupon become obliged to transfer and deliver, and
      such successor 



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   Calculation Agent shall be entitled to receive,
        copies of any relevant records maintained by such predecessor Calculation
        Agent.  

        (e) Any
      corporation or other entity into which the Calculation Agent may be merged
      or converted or any corporation or other entity with which the Calculation
      Agent may be consolidated or any corporation resulting from any merger, conversion
      or consolidation to which the Calculation Agent shall be a party shall, to
      the extent permitted by applicable law, be the successor Calculation Agent
      under this Agreement without the execution or filing or any paper or any
      further act on the part of any of the parties hereto. Notice of any such
      merger, conversation or consolidation shall forthwith be given to the Issuer
      and the Trustee.  

        (f) The
      provision of paragraph 6 hereof shall survive any resignation or removal
      of the Calculation Agent hereunder.  



      9. Any
    notice required to be given hereunder shall be delivered in person, sent
    by letter or telex or telecopy or communicated by telephone (subject, in
    the case of communication by telephone, to confirmation dispatched within
    two business days by letter, telex or telecopy), in the case of the Issuer,
    to it at the address set forth in the heading of this Agreement, Attention:
    Corporate Treasury; in the case of the Calculation Agent, to it at the address
    set forth in the heading of this Agreement, Attention: Equity Derivatives,
    Private Banking Marketing Desk; and in the case of the Trustee, to it at
    60 Wall Street, MS NYC60-2515, New York, NY 10005, Attention: Trust and Securities
    Services; or, in any case, to any other address of which the party receiving
    notice shall have notified the party giving such notice in writing.  

      10. This
    Agreement may be amended only by a writing duly executed and delivered by
    each of the parties signing below.  

      11. The
    provisions of this Agreement shall be governed by, and construed in accordance
    with, the internal laws of the State of New York.  

      This Agreement
      may be executed in counterparts and the executed counterparts shall together
      constitute a single instrument.  

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      IN
      WITNESS WHEREOF, this Agreement has been executed and delivered 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 
	 	 	 
	 	 	 
	J.P. MORGAN SECURITIES INC.
	 	 	 
	 	 	 
	By:	/s/
          Richard Sesny 
	 	

	 	Name:	Richard Sesny 
	 	Title:	Vice President 




  

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