Exhibit 4(q)

                  PAYING AGENT, REGISTRAR & TRANSFER AGENT AND
                         AUTHENTICATING AGENT AGREEMENT

      THIS AGREEMENT is dated as of March 23, 2005, and shall remain in effect
thereafter, among JPMorgan 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, National Association, a national banking association
(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.


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      (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
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


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in effect will be (i) a national association 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 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


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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:

      JPMorgan Chase & Co.
      270 Park Avenue
      New York, New York 10017
      Attention: Neila Radin
      Phone: (212) 270-0938
      Fax: (212) 270-1222

      (ii) if to the Bank:

      JPMorgan Chase Bank, National Association
      Institutional Trust Services
      4 New York Plaza, 15th Floor
      New York, New York 10004
      Attention: Bill Lee
      Phone:   (212) 623-5340
      Fax:     (212) 623-6274

      (iii) if to the Trustee:

      Deutsche Bank Trust Company Americas
      (f/k/a Bankers Trust Company)
      Trust & Securities Services


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<PAGE>

      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
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,


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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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<PAGE>

      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.

                                                 JPMORGAN CHASE & CO.

                                                 By: /s/ Louis M. Morrell
                                                     ---------------------------
                                                     Name:  Louis M. Morrell
                                                     Title: Managing Director

                                                 JPMORGAN CHASE BANK,
                                                   NATIONAL ASSOCIATION

                                                 By: /s/ Tai Bill Lee
                                                     ---------------------------
                                                     Name:  Tai Bill Lee
                                                     Title: Vice President

                                                 DEUTSCHE BANK TRUST COMPANY
                                                   AMERICAS (f/k/a Bankers Trust
                                                   Company)

                                                 By: /s/ Irina Golovashchuk
                                                     ---------------------------
                                                     Name:  Irina Golovashchuk
                                                     Title: Associate


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