PAYING AGENT, REGISTRAR & TRANSFER AGENT AND AUTHENTICATING AGENT AGREEMENT

                                                                    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 Un