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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 Calculati
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