Exhibit 4(p)
JPMORGAN CHASE & CO.
CALCULATION AGENT AGREEMENT
CALCULATION AGENT AGREEMENT dated as of December 1, 2005 between
JPMorgan
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
$4,000,000,000 less the initial public
offering price of any securities
previously issued under the Registration
Statement on Form S-3 file No. 333-[ ]
(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
Warrants and any other securities that may
be offered by post-effective
amendment to the Registration Statement,
the "Program Securities"), as such
amount may be increased from time to time
upon due authorization by the Issuer.
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 and A-6 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
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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;
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(iii) the Calculation Agent shall be obligated to perform only
such duties as are expressly set forth herein and any duties
necessarily incidental thereto;
(iv) the Calcula
