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                                DEPOSIT AGREEMENT


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                                  by and among



                               YAMAHA CORPORATION
                                    as Issuer



                                       AND



                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                 as Depositary,



                                       AND



                        THE HOLDERS AND BENEFICIAL OWNERS
                   OF AMERICAN DEPOSITARY SHARES EVIDENCED BY
                  AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER



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                             Dated as of   , 2003


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<PAGE>


                                DEPOSIT AGREEMENT

     DEPOSIT AGREEMENT,  dated as of , 2003, by and among (i) YAMAHA CORPORATION
(Yamaha Kabushiki Kaisha),  a company  incorporated under the laws of Japan, and
its successors (the "Company"), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, a New
York  corporation,  acting in its  capacity  as  depositary,  and any  successor
depositary  hereunder (the  "Depositary"),  and (iii) all Holders and Beneficial
Owners of American  Depositary Shares evidenced by American  Depositary Receipts
issued hereunder (all such capitalized terms as hereinafter defined).

                        W I T N E S S E T H   T H A T:

     WHEREAS,  the  Company  desires to  establish  with the  Depositary  an ADR
facility  to provide  for the  deposit  of the Shares  from time to time and the
creation and issuance of American  Depositary Shares  representing the Shares so
deposited; and

     WHEREAS,  the  Depositary is willing to act as the  Depositary for such ADR
facility upon the terms set forth in this Deposit Agreement; and

     WHEREAS,   the  American   Depositary   Receipts  evidencing  the  American
Depositary  Shares issued pursuant to the terms of this Deposit Agreement are to
be  substantially  in the form of  Exhibit A annexed  hereto,  with  appropriate
insertions, modifications and omissions, as hereinafter provided in this Deposit
Agreement; and

     WHEREAS,  the Board of Directors of the Company (or an authorized committee
thereof) has duly approved the  establishment  of an ADR facility upon the terms
set forth in this Deposit Agreement,  the execution and delivery of this Deposit
Agreement  on behalf of the  Company,  and the  actions of the  Company  and the
transactions contemplated herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

     All capitalized  terms used, but not otherwise  defined,  herein shall have
the meanings set forth below, unless otherwise clearly indicated:

     SECTION 1.1  "Affiliate"  shall have the  meaning  assigned to such term in
Rule 144 of the Securities Act.

     SECTION 1.2 "American Depositary Share(s)" and "ADS(s)" American Depositary
Share(s)  shall mean the  securities  represented by the rights and interests in
the Deposited  Securities  granted to the Holders and Beneficial Owners pursuant
to the terms and  conditions  of this  Deposit  Agreement  and  evidenced by the
American  Depositary  Receipts issued hereunder.  Each American Depositary Share
shall  represent  the right to receive one (1) Share,  until there shall occur a
distribution upon Deposited Securities referred to in Section 4.2 or a change in
Deposited Securities referred to in Section 4.7 with respect to which additional
American Depositary Receipts are not executed and delivered, and

                                      -2-

<PAGE>

thereafter  each  American  Depositary  Share  shall  represent  the  Shares  or
Deposited Securities specified in such Sections.

     SECTION 1.3 "ADS Record Date" shall have the meaning  given to such term in
Section 4.6.

     SECTION  1.4  "Beneficial  Owner"  shall mean as to any ADS,  any person or
entity that, directly or indirectly,  through any contract,  trust, arrangement,
understanding  relationship  or  otherwise  has  an  interest  in  any  ADSs.  A
Beneficial  Owner need not be the  Holder of the ADR  evidencing  such  ADSs.  A
Beneficial  Owner may  exercise  any rights or receive  any  benefits  hereunder
solely  through  the  Holder of the  ADR(s)  evidencing  the ADSs in which  such
Beneficial Owner has an interest.

     SECTION 1.5  "Business  Day" shall mean each  Monday,  Tuesday,  Wednesday,
Thursday and Friday which is not (a) a day on which banking  institutions in the
Borough of Manhattan, The City of New York are authorized or obligated by law or
executive  order to close and (b) a day on which the market(s) in which Receipts
are traded are closed.

     SECTION 1.6 "Commission" shall mean the Securities and Exchange  Commission
of the United States or any successor governmental agency in the United States.

     SECTION 1.7  "Company"  shall mean Yamaha  Corporation,  a company  (Yamaha
Kabushiki  Kaisha)  incorporated  and existing under the laws of Japan,  and its
successors.

     SECTION 1.8 "Custodian" shall mean, as of the date hereof,  Sumitomo Mitsui
Banking  Corporation,  having its principal office at 3-2,  Marunouchi  1-chome,
Chiyodo-ku,  Tokyo  100-0005,  Japan,  as the custodian for the purposes of this
Deposit  Agreement,  and any other firm or corporation  which may hereinafter be
appointed by the Depositary  pursuant to the terms of Section 5.5 as a successor
or an  additional  custodian  or  custodians  hereunder,  as the  context  shall
require. The term "Custodian" shall mean all custodians, collectively.

     SECTION 1.9 "Deliver" and  "Delivery"  shall mean,  when used in respect of
American  Depositary  Shares,  Receipts,  Deposited  Securities and Shares,  the
physical  delivery  of  the  certificate  representing  such  security,  or  the
electronic  delivery  of such  security  by means  of  book-entry  transfer,  as
appropriate, including, without limitation, through DRS/Profile. With respect to
DRS/Profile  ADRs,  the  terms  "execute",  "issue",  "register",   "surrender",
"transfer"  or "cancel"  refer to  applicable  entries or movements to or within
DRS/Profile.

     SECTION 1.10 "Deposit  Agreement" shall mean this Deposit Agreement and all
exhibits  hereto,  as the same may from time to time be amended and supplemented
in accordance with the terms hereof.

     SECTION 1.11 "Depositary"  shall mean Deutsche Bank Trust Company Americas,
a New York  corporation,  in its capacity as depositary  under the terms of this
Deposit Agreement, and any successor depositary hereunder.

     SECTION  1.12  "Deposited  Securities"  as of any time shall mean Shares at
such time deposited or deemed to be deposited  under this Deposit  Agreement and
any and all  other  securities,  property  and cash  received  or  deemed  to be
received  by the  Depositary  or the  Custodian  in  respect  thereof  and  held
hereunder,  subject,  in the case of cash, to the provisions

                                      -3-

<PAGE>


of  Section  4.6.  The  collateral  delivered  in  connection  with  Pre-Release
Transactions  described in Section 2.10 hereof  shall not  constitute  Deposited
Securities.

     SECTION 1.13  "Dollars"  and "$" shall refer to the lawful  currency of the
United States.

     SECTION  1.14  "DRS/Profile"   means  the  system  for  the  uncertificated
registration  of ownership of securities  established by the DTC and utilized by
the Depositary  pursuant to which  ownership of ADSs is recorded on the books of
the  Depositary  without the  issuance of a physical  certificate  and  transfer
instructions  may be given to allow  for the  automated  transfer  of  ownership
between  the books of DTC and the  Depositary.  Ownership  of ADSs  recorded  in
DRS/Profile are evidenced by periodic statements issued by the Depositary to the
Holders entitled thereto.

     SECTION 1.15 "DTC" shall mean The  Depository  Trust  Company,  the central
book-entry  clearinghouse  and settlement  system for  securities  traded in the
United States, and any successor thereto.

     SECTION 1.1.6 "DTC  Participant"  shall mean any financial  institution (or
any nominee of such  institution)  having one or more participant  accounts with
DTC for receiving, holding and delivering the securities and cash held in DTC.

     SECTION  1.17  "Exchange  Act"  shall  mean the  United  States  Securities
Exchange Act of 1934, as from time to time amended.

     SECTION 1.18 "Foreign Currency" shall mean any currency other than Dollars.

     SECTION  1.19  "Foreign  Registrar"  shall mean the  entity,  if any,  that
carries out the duties of registrar for the Shares or any successor as registrar
for the Shares and any other appointed agent of the Company for the transfer and
registration of Shares.

     SECTION  1.20  "Holder"  shall  mean the  person in whose name a Receipt is
registered on the books of the Depositary (or the Registrar,  if any) maintained
for such purpose.  A Holder may or may not be a Beneficial Owner. A Holder shall
be deemed to have all requisite  authority to act on behalf of those  Beneficial
Owners of the ADRs registered in such Holder's name.

     SECTION 1.21 "Indemnified Person" and "Indemnifying  Person" shall have the
meaning set forth in Section 5.8 hereof.

     SECTION 1.22  "Pre-Release"  and "Pre-Release  Transaction"  shall have the
meaning set forth in Section 2.10 hereof.

     SECTION 1.23  "Principal  Office" when used with respect to the Depositary,
shall mean the principal  office of the  Depositary  at which at any  particular
time its depositary receipts business shall be administered,  which, at the date
of this  Deposit  Agreement,  is located at 60 Wall Street,  New York,  New York
10005, U.S.A.

     SECTION 1.24 "Receipt(s)";  "American  Depositary  Receipt(s)" and "ADR(s)"
shall mean the certificate(s) or DRS/Profile statements issued by the Depositary
evidencing the American Depositary Shares issued under the terms of this Deposit
Agreement,  as such Receipts may be amended from time to time in accordance with
the provisions of this Deposit

                                      -4-

<PAGE>


Agreement.  References to Receipts shall include physical  certificated Receipts
as well  as ADSs  issued  through  DRS/Profile,  unless  the  context  otherwise
requires.

     SECTION 1.25  "Registrar"  shall mean the  Depositary  or any bank or trust
company  having an office in the  Borough  of  Manhattan,  The City of New York,
which shall be appointed by the Depositary to register ownership of Receipts and
transfer of  Receipts as herein  provided,  and shall  include any  co-registrar
appointed  by the  Depositary  for such  purposes.  Registrars  (other  than the
Depositary) may be removed by and may be appointed by the Depositary.

     SECTION  1.26  "Restricted   Securities  shall  mean  Shares,  or  American
Depositary  Shares  representing  such  Shares,  which  (i) have  been  acquired
directly  or  indirectly  from  the  Company  or  any  of  its  Affiliates  in a
transaction  or chain of  transactions  not  involving  any public  offering and
subject  to resale  limitations  under the  Securities  Act or the rules  issued
thereunder,  or (ii) are held by an officer or director  (or persons  performing
similar  functions) or other  Affiliate of the Company,  or (iii) are subject to
other  restrictions  on sale or  deposit  under the laws of the  United  States,
Japan, or the Company's Articles of Incorporation and Share Handling Regulations
or under the regulations of an applicable  securities  exchange unless,  in each
case,  such  Shares  are being sold to persons  other than an  Affiliate  of the
Company  in a  transaction  (x)  covered  by an  effective  resale  registration
statement or (y) exempt from the registration requirements of the Securities Act
(as  hereinafter  defined),  and the Shares are not,  when held by such  person,
Restricted Securities.

     SECTION 1.27 "Securities  Act" shall mean the United States  Securities Act
of 1933, as from time to time amended.

     SECTION 1.28 "Shares" shall mean ordinary  shares in registered form of the
Company,  heretofore  validly issued and outstanding and fully paid or hereafter
validly  issued and  outstanding  and fully  paid.  References  to Shares  shall
include  evidence  of rights to  receive  Shares,  whether  or not stated in the
particular instance;  provided,  however,  that in no event shall Shares include
evidence  of rights to receive  Shares with  respect to which the full  purchase
price  has  not  been  paid  or  Shares  as to  which  pre-emptive  rights  have
theretofore  not been validly waived or exercised;  provided  further,  however,
that,  if there  shall  occur  any  split-up,  consolidation,  reclassification,
conversion or any other event described in Section 4.8, in respect of the Shares
of the Company,  the term "Shares" shall thereafter,  to the extent permitted by
law,   represent  the  successor   securities   resulting  from  such  split-up,
consolidation, exchange, conversion, reclassification or event.

     SECTION  1.29  "United  States" or "U.S."  shall mean the United  States of
America.

                                   ARTICLE II

                  APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;
                          DEPOSIT OF SHARES; EXECUTION
                AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

     SECTION 2.1  Appointment  of Depositary.  The Company  hereby  appoints the
Depositary  as exclusive  depositary  for the  Deposited  Securities  and hereby
authorizes  and directs the  Depositary to act in accordance  with the terms set
forth in this Deposit  Agreement.  Each Holder and each Beneficial  Owner,  upon
acceptance of any ADSs (or any interest  therein)  issued in accordance with the
terms of this  Deposit  Agreement,  shall be deemed for

                                      -5-

<PAGE>


all  purposes  to (a) be a party  to and  bound  by the  terms  of this  Deposit
Agreement and (b) appoint the Depositary its  attorney-in-fact,  with full power
to delegate,  to act on its behalf and to take any and all actions  contemplated
in this Deposit Agreement,  to adopt any and all procedures  necessary to comply
with  applicable  law and to take  such  action  as the  Depositary  in its sole
discretion  may deem  necessary or appropriate to carry out the purposes of this
Deposit  Agreement (the taking of such actions to be the conclusive  determinant
of the necessity and appropriateness thereof).

     SECTION 2.2 Form and Transferability of Receipts.

     (a)  Definitive  Receipts shall be  substantially  in the form set forth in
Exhibit  A annexed  to this  Deposit  Agreement,  with  appropriate  insertions,
modifications and omissions, as hereinafter provided.  Receipts may be issued in
denominations of any number of American Depositary Shares. No definitive Receipt
shall be entitled to any benefits  under this  Deposit  Agreement or be valid or
obligatory for any purpose,  unless such Receipt shall have been executed by the
Depositary by the manual or facsimile  signature of a duly authorized  signatory
of the Depositary.  The Depositary shall maintain books on which each Receipt so
executed and  delivered,  in the case of definitive  Receipts,  and each Receipt
issued through the DRS/Profile,  in either case as hereinafter  provided and the
transfer of each such Receipt shall be registered. Receipts in certificated form
bearing the manual or facsimile signature of a duly authorized  signatory of the
Depositary who was at any time a proper  signatory of the Depositary  shall bind
the  Depositary,  notwithstanding  that such  signatory  has ceased to hold such
office prior to the  execution and delivery of such Receipts by the Registrar or
did not hold such office on the date of issuance of such Receipts.

     In addition to the  foregoing,  the Receipts  may be endorsed  with or have
incorporated in the text thereof such legends or recitals or  modifications  not
inconsistent  with the provisions of this Deposit Agreement as may be reasonably
required  by the  Depositary  in order to  comply  with  any  applicable  law or
regulations  thereunder  or with the rules  and  regulations  of any  securities
exchange upon which American  Depositary Shares may be listed or to conform with
any usage with  respect  thereto,  or to  indicate  any special  limitations  or
restrictions to which any particular  Receipts are subject by reason of the date
of issuance of the underlying Deposited Securities or otherwise.

     Notwithstanding anything in this Deposit Agreement or in the Receipt to the
contrary, to the extent available by the Depositary,  American Depositary Shares
shall be evidenced by Receipts issued through  DRS/Profile  unless  certificated
Receipts are specifically requested by the Holder. Holders and Beneficial Owners
shall be bound by the terms and conditions of this Deposit  Agreement and of the
form of Receipt, regardless of whether their Receipts are certificated or issued
through DRS/Profile.

     (b) Subject to the limitations contained herein and in the form of Receipt,
title to a Receipt (and to the American  Depositary  Shares evidenced  thereby),
when properly  endorsed (in the case of certificated  Receipts) or upon delivery
to the Depositary of proper  instruments of transfer,  shall be  transferable by
delivery  with the same effect as in the case of a negotiable  instrument  under
the laws of the  State of New  York;  provided,  however,  that the  Depositary,
notwithstanding any notice to the contrary,  may treat the Holder thereof as the
absolute  owner thereof for the purpose of  determining  the person  entitled to
distribution of dividends or other  distributions  or to any notice provided for
in this Deposit  Agreement and for all other purposes and neither the Depositary
nor the Company will have any  obligation or be subject

                                      -6-

<PAGE>



to any liability under the Deposit Agreement to any holder of a Receipt,  unless
such holder is the Holder thereof.

     SECTION 2.3 Deposits.

     (a)  Subject to the terms and  conditions  of this  Deposit  Agreement  and
applicable  law,  Shares or  evidence  of rights to receive  Shares  (other than
Restricted  Securities) may be deposited by any person (including the Depositary
in its individual  capacity but subject,  however, in the case of the Company or
any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not
the transfer books of the Company or the Foreign Registrar,  if any, are closed,
by Delivery of the Shares to the  Custodian.  Every  deposit of Shares  shall be
accompanied by the following:  (A)(i) in the case of Shares issued in registered
form, appropriate instruments of transfer or endorsement, in a form satisfactory
to the Custodian,  (ii) in the case of Shares issued in bearer form, such Shares
or the  certificates  representing  such  Shares and (iii) in the case of Shares
delivered by book-entry  transfer,  confirmation of such book-entry  transfer to
the  Custodian or that  irrevocable  instructions  have been given to cause such
Shares to be so transferred,  (B) such  certifications and payments  (including,
without  limitation,  the Depositary's fees and related charges) and evidence of
such payments (including, without limitation, stamping or otherwise marking such
Shares by way of receipt) as may be required by the  Depositary or the Custodian
in  accordance  with  the  provisions  of  this  Deposit  Agreement,  (C) if the
Depositary so requires,  a written order directing the Depositary to execute and
deliver to, or upon the written  order of, the person or persons  stated in such
order a Receipt  or  Receipts  for the  number  of  American  Depositary  Shares
representing  the  Shares  so  deposited,   (D)  evidence  satisfactory  to  the
Depositary (which may include an opinion of counsel  reasonably  satisfactory to
the  Depositary  provided at the cost of the person  seeking to deposit  Shares)
that all  conditions to such deposit have been met and all  necessary  approvals
have  been  granted  by,  and  there  has been  compliance  with the  rules  and
regulations  of, any  applicable  governmental  agency in Japan,  and (E) if the
Depositary so requires, (i) an agreement,  assignment or instrument satisfactory
to the Depositary or the Custodian which provides for the prompt transfer by any
person in whose name the Shares are or have been  recorded to the  Custodian  of
any  distribution,  or right to subscribe  for  additional  Shares or to receive
other property in respect of any such deposited Shares or, in lieu thereof, such
indemnity or other  agreement as shall be  satisfactory to the Depositary or the
Custodian  and (ii) if the  Shares are  registered  in the name of the person on
whose behalf they are  presented for deposit,  a proxy or proxies  entitling the
Custodian  to  exercise  voting  rights in respect of the Shares for any and all
purposes  until  the  Shares  so  deposited  are  registered  in the name of the
Depositary, the Custodian or any nominee. No Share shall be accepted for deposit
unless  accompanied  by  confirmation  or such  additional  evidence,  if any is
required by the Depositary, that is reasonably satisfactory to the Depositary or
the Custodian  that all  conditions  to such deposit have been  satisfied by the
person  depositing  such Shares under the laws and  regulations of Japan and any
necessary  approval has been granted by any governmental  body in Japan, if any,
which is then performing the function of the regulator of currency exchange. The
Depositary may issue Receipts  against evidence of rights to receive Shares from
the  Company,  any agent of the Company or any  custodian,  registrar,  transfer
agent,  clearing  agency or other entity  involved in  ownership or  transaction
records in respect of the  Shares.  Without  limitation  of the  foregoing,  the
Depositary shall not knowingly  accept for deposit under this Deposit  Agreement
any Shares required to be registered  under the provisions of the Securities Act
of 1933,  unless a  registration  statement is in effect as to such Shares.  The
Depositary will use  commercially  reasonable  efforts to comply with reasonable
written  instructions  of the Company that the  Depositary  shall not

                                       -7-

<PAGE>


accept  for  deposit  hereunder  any  Shares  specifically  identified  in  such
instructions  at such times and under such  circumstances  as may  reasonably be
specified in such  instructions in order to facilitate the Company's  compliance
with the securities laws in the United States.

     (b) As soon as practicable after receipt of any permitted deposit hereunder
and  compliance  with the  provisions of this Deposit  Agreement,  the Custodian
shall present the Shares so deposited,  together with the appropriate instrument
or  instruments  of  transfer  or  endorsement,  duly  stamped,  to the  Foreign
Registrar for transfer and  registration  of the Shares (as soon as transfer and
registration  can be accomplished  and at the expense of the person for whom the
deposit is made) in the name of the  Depositary,  the  Custodian or a nominee of
either.  Deposited  Securities shall be held by the Depositary or by a Custodian
for the account and to the order of the  Depositary  or a nominee,  in each case
for the account of the Holders and Beneficial Owners, at such place or places as
the Depositary or the Custodian shall determine.

     (c) In the event any Shares are deposited which entitle the holders thereof
to receive a per-share  distribution or other entitlement in an amount different
from the Shares then on deposit,  the  Depositary  is authorized to take any and
all  actions as may be  necessary  (including,  without  limitation,  making the
necessary notations on Receipts) to give effect to the issuance of such ADSs and
to ensure that such ADSs are not fungible with other ADSs issued hereunder until
such time as the entitlement of the Shares represented by such non-fungible ADSs
equals  that of the  Shares  represented  by ADSs  prior  to the  original  such
deposit.  The Company  agrees to give timely written notice to the Depositary if
any Shares issued or to be issued  contain  rights  different  from those of any
other  Shares  theretofore  issued  and shall  assist  the  Depositary  with the
establishment of procedures  enabling the  identification  of such  non-fungible
Shares upon Delivery to the Custodian.

     SECTION 2.4  Execution  and Delivery of Receipts.  After the deposit of any
Shares  pursuant to Section 2.3, the  Custodian  shall notify the  Depositary of
such  deposit  and the person or persons to whom or upon whose  written  order a
Receipt  or  Receipts  are  deliverable  in  respect  thereof  and the number of
American  Depositary Shares to be evidenced thereby.  Such notification shall be
made by letter,  first class airmail postage prepaid,  or, at the request,  risk
and expense of the person making the deposit, by cable, telex, SWIFT,  facsimile
or electronic transmission.  After receiving such notice from the Custodian, the
Depositary,  subject to the  provisions  of this Deposit  Agreement  (including,
without  limitation,  the payment of the fees and expenses of the Depository for
the  execution  and  delivery of such  Receipt or Receipts  set forth in Section
5.095.9  and  Exhibit A hereto  and all  taxes,  governmental  charges  and fees
payable in connection with such deposit),  shall issue the ADSs representing the
Shares so deposited  to or upon the order of the person or persons  named in the
notice  delivered  to the  Depositary  and shall  execute  and deliver a Receipt
registered in the name or names  requested by such person or persons  evidencing
in the aggregate the number of American  Depositary  Shares to which such person
or  persons  are  entitled.   Nothing  herein  shall  prohibit  any  Pre-Release
Transaction upon the terms set forth in this Deposit Agreement.

     SECTION 2.5 Transfer of Receipts; Combination and Split-up of Receipts.

     (a)  Transfer.  The  Depositary,   or,  if  a  Registrar  (other  than  the
Depositary) for the Receipts shall have been appointed,  the Registrar,  subject
to the terms and conditions of this Deposit Agreement,  shall register transfers
of  Receipts  on its  books,  upon  surrender  at the  Principal  Office  of the
Depositary  of a Receipt by the Holder  thereof in person or by duly

                                      -8-

<PAGE>

authorized attorney,  properly endorsed in the case of a certificated Receipt or
accompanied by, or in the case of DRS/Profile Receipts receipt by the Depositary
of, proper instruments of transfer (including signature guarantees in accordance
with standard industry practice) and duly stamped as may be required by the laws
of the State of New York and of the United States and any other  applicable law,
provided  that the  Depositary  may close the  register  at any time when deemed
expedient by it in connection with its duties hereunder or reasonably  requested
by the Company.  Subject to the terms and conditions of this Deposit  Agreement,
including payment of the applicable fees and charges of the Depositary set forth
in Section 5.9 and Exhibit A hereto,  the Depositary shall execute a new Receipt
or Receipts  and  deliver  the same to or upon the order of the person  entitled
thereto  evidencing the same aggregate number of American  Depositary  Shares as
those evidenced by the Receipts surrendered.

     (b)  Combination  & Split  Up.  The  Depositary,  subject  to the terms and
conditions  of this  Deposit  Agreement  shall,  upon  surrender of a Receipt or
Receipts for the purpose of effecting a split-up or  combination of such Receipt
or  Receipts  and upon  payment to the  Depositary  of the  applicable  fees and
charges set forth in Section 5.9 and Exhibit A hereto, execute and deliver a new
Receipt or Receipts  for any  authorized  number of American  Depositary  Shares
requested, evidencing the same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered.

     (c) Co-Transfer  Agents. The Depositary may appoint one or more co-transfer
agents for the purpose of effecting  transfers,  combinations  and  split-ups of
Receipts at designated transfer offices on behalf of the Depositary. In carrying
out its  functions,  a co-transfer  agent may require  evidence of authority and
compliance  with  applicable  laws and other  requirements by Holders or persons
entitled to such Receipts and will be entitled to protection and  indemnity,  in
each case to the same extent as the Depositary.  Such co-transfer  agents may be
removed and substitutes  appointed by the  Depositary.  Each  co-transfer  agent
appointed under this Section 2.5 (other than the  Depositary)  shall give notice
in writing to the Depositary accepting such appointment and agreeing to be bound
by the applicable terms of this Deposit Agreement.

     (d) At the request of a Holder,  the Depositary  shall,  for the purpose of
substituting a certificated  Receipt with a Receipt issued through  DRS/Profile,
or vice  versa,  execute  and  deliver a  certificated  Receipt  or  DRS/Profile
statement,  as the case may be, for any authorized number of American Depositary
Shares  requested,  evidencing the same aggregate number of American  Depositary
Shares as those evidenced by the certificated Receipt or DRS/Profile  statement,
as the case may be, substituted.

     SECTION 2.6 Surrender of Receipts and  Withdrawal of Deposited  Securities.
Upon  surrender,  at  the  Principal  Office  of  the  Depositary,  of  American
Depositary  Shares for the purpose of  withdrawal  of the  Deposited  Securities
represented  thereby,  and  upon  payment  of (i) the fees  and  charges  of the
Depositary  for  the  making  of   withdrawals   of  Deposited   Securities  and
cancellation  of Receipts (as set forth in Section 5.9 and Exhibit A hereof) and
(ii) all applicable  taxes and  governmental  charges payable in connection with
such surrender and  withdrawal,  and subject to the terms and conditions of this
Deposit  Agreement,  the  Company's  Articles  of  Incorporation,  and any other
provisions of or governing the Deposited  Securities and other  applicable laws,
the Holder of such American Depositary Shares shall be entitled to Delivery,  to
him or upon his order,  of the Deposited  Securities at the time  represented by
the American Depositary Shares so surrendered. American Depositary Shares may be
surrendered for the purpose of withdrawing Deposited Securities by delivery of a

                                      -9-

<PAGE>


Receipt  evidencing  such American  Depositary  Shares (if held in  certificated
form) or by  book-entry  delivery  of such  American  Depositary  Shares  to the
Depositary.

     A Receipt  surrendered  for such  purposes  shall,  if so  required  by the
Depositary,  be properly endorsed in blank or accompanied by proper  instruments
of transfer in blank,  and if the  Depositary  so requires,  the Holder  thereof
shall  execute and  deliver to the  Depositary  a written  order  directing  the
Depositary to cause the Deposited  Securities being withdrawn to be Delivered to
or upon the  written  order of a person or  persons  designated  in such  order.
Thereupon,  the  Depositary  shall  direct the  Custodian  to  Deliver  (without
unreasonable  delay) at the designated office of the Custodian or through a book
entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2,
5.9, and to the other terms and  conditions  of this Deposit  Agreement,  to the
Company's  Articles of  Incorporation,  to the  provisions  of or governing  the
Deposited  Securities and to applicable  laws, now or hereafter in effect) to or
upon  the  written  order of the  person  or  persons  designated  in the  order
delivered  to  the  Depositary  as  provided  above,  the  Deposited  Securities
represented by such American Depositary Shares, together with any certificate or
other proper  documents of or relating to title of the  Deposited  Securities as
may be  legally  required,  as the case may be,  to or for the  account  of such
person.

     The  Depositary  may, in its  discretion,  refuse to accept for surrender a
number of American  Depositary  Shares  representing a number other than a whole
number of Shares.  In the case of surrender of a Receipt  evidencing a number of
American Depositary Shares representing other than a whole number of Shares, the
Depositary shall cause ownership of the appropriate whole number of Shares to be
Delivered in accordance  with the terms hereof,  and shall, at the discretion of
the  Depositary,  either (i) issue and deliver to the person  surrendering  such
Receipt a new Receipt  evidencing  American  Depositary Shares  representing any
remaining  fractional  Share,  or (ii)  sell or cause to be sold the  fractional
Shares  represented  by the Receipt  surrendered  and remit the proceeds of such
sale (net of (a) applicable  fees and charges of, and expenses  incurred by, the
Depositary and (b) taxes withheld) to the person surrendering the Receipt.

     At the request,  risk and expense of any Holder so  surrendering a Receipt,
and for the account of such Holder, the Depositary shall direct the Custodian to
forward (to the extent  permitted by law) any cash or other property (other than
securities)  held in respect of, and any certificate or  certificates  and other
proper  documents  of  or  relating  to  title  to,  the  Deposited   Securities
represented  by such Receipt to the  Depositary  for  delivery at the  Principal
Office  of the  Depositary,  and  for  further  delivery  to such  Holder.  Such
direction shall be given by letter or, at the request,  risk and expense of such
Holder,  by  cable,  telex  or  facsimile  transmission.  Upon  receipt  by  the
Depositary,  the Depositary may make delivery to such person or persons entitled
thereto at the  Principal  Office of the  Depositary  of any  dividends  or cash
distributions  with  respect to the  Deposited  Securities  represented  by such
American  Depositary  Shares,  or of any  proceeds  of  sale  of any  dividends,
distributions or rights, which may at the time be held by the Depositary.

     SECTION 2.7  Limitations  on  Execution  and  Delivery,  Transfer,  etc. of
Receipts; Suspension of Delivery, Transfer, etc.

     (a) Additional Requirements.  As a condition precedent to the execution and
delivery,  registration,  registration  of transfer,  split-up,  combination  or
surrender of any Receipt, the delivery of any distribution thereon or withdrawal
of any  Deposited  Securities,  the  Depositary or the Custodian may require (i)
payment  from the  depositor  of Shares or

                                      -10-

<PAGE>

presenter  of the Receipt of a sum  sufficient  to  reimburse  it for any tax or
other  governmental  charge  and any stock  transfer  or  registration  fee with
respect thereto (including any such tax or charge and fee with respect to Shares
being  deposited or withdrawn) and payment of any applicable fees and charges of
the  Depositary  as  provided  in  Section  5.9 and  Exhibit A hereof,  (ii) the
production of proof satisfactory to it as to the identity and genuineness of any
signature  or any other  matter  contemplated  by  Section  3.1 hereof and (iii)
compliance  with  (A)  any  laws or  governmental  regulations  relating  to the
execution  and  delivery of Receipts  or  American  Depositary  Shares or to the
withdrawal  or  delivery  of  Deposited   Securities  and  (B)  such  reasonable
regulations as the Depositary  may establish  consistent  with the provisions of
this Deposit Agreement and applicable law.

     (b) Additional Limitations. The issuance of ADSs against deposits of Shares
generally or against  deposits of  particular  Shares may be  suspended,  or the
issuance of ADSs against the deposit of  particular  Shares may be withheld,  or
the registration of transfer of Receipts in particular instances may be refused,
or the registration of transfers of Receipts generally may be suspended,  during
any period when the transfer  books of the  Depositary are closed or if any such
action is deemed  necessary or advisable by the  Depositary  or the Company,  in
good faith,  at any time or from time to time because of any requirement of law,
any government or governmental body or commission or any securities  exchange on
which the Receipts or Shares are listed,  or under any provision of this Deposit
Agreement or provisions  of, or  governing,  the  Deposited  Securities,  or any
meeting of shareholders of the Company or for any other reason,  subject, in all
cases, to Section 7.8 hereof.

     SECTION 2.8 Lost  Receipts,  etc. In case any Receipt  shall be  mutilated,
destroyed,  lost or stolen,  unless the  Depositary has notice that such ADR has
been  acquired by a bona fide  purchaser,  subject to Section  5.9  hereof,  the
Depositary shall execute and deliver a new Receipt (which,  in the discretion of
the Depositary may be issued through DRS/Profile unless  specifically  requested
otherwise)  in  exchange  and  substitution  for  such  mutilated  Receipt  upon
cancellation thereof, or in lieu of and in substitution for such destroyed, lost
or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt
in  substitution  for a destroyed,  lost or stolen  Receipt,  the Holder thereof
shall  have (a)  filed  with  the  Depositary  (i) a  written  request  for such
execution  and delivery  before the  Depositary  has notice that the Receipt has
been acquired by a bona fide  purchaser and (ii) a sufficient  indemnity bond in
form and  amount  acceptable  to the  Depositary  and (b)  satisfied  any  other
reasonable requirements imposed by the Depositary.

     SECTION  2.9   Cancellation   and  Destruction  of  Surrendered   Receipts;
Maintenance of Records.  All Receipts  surrendered  to the  Depositary  shall be
cancelled by the Depositary. The Depositary is authorized to destroy Receipts so
cancelled in accordance with its customary  practices.  Cancelled Receipts shall
not be entitled to any  benefits  under this  Deposit  Agreement  or be valid or
obligatory for any purpose.

     SECTION 2.10  Pre-Release.  Subject to the further terms and  provisions of
this Section 2.10, the Depositary, its Affiliates and their agents, on their own
behalf,  may own and deal in any  class of  securities  of the  Company  and its
Affiliates  and in ADSs. In its capacity as  Depositary,  the Depositary may (i)
issue ADSs prior to the receipt of Shares (each such  transaction a "Pre-Release
Transaction")  as provided  below and (ii)  deliver  Shares upon the receipt and
cancellation  of ADSs that were  issued in a  Pre-Release  Transaction,  but for
which Shares may not yet have been received.  The Depositary may receive ADSs in
lieu of Shares  under (i) above and  receive  shares in lieu of ADSs  under (ii)
above.  Each  such  Pre-Release  Transaction  will be (a)  subject  to a written
agreement  whereby the person or entity (the

                                      -11-

<PAGE>

"Applicant")  to whom ADSs or Shares are to be delivered (1) represents  that at
the time of the  Pre-Release  Transaction the Applicant or its customer owns the
Shares or ADSs that are to be delivered by the Applicant under such  Pre-Release
Transaction,  (2) agrees to indicate the  Depositary  as owner of such Shares or
ADSs in its records and to hold such Shares or ADSs in trust for the  Depositary
until such Shares or ADSs are delivered to the Depositary or the Custodian,  (3)
unconditionally  guarantees to deliver to the  Depositary or the  Custodian,  as
applicable,  such Shares or ADSs, and (4) agrees to any additional  restrictions
or requirements  that the Depositary deems  appropriate,  (b) at all times fully
collateralized  with cash,  United  States  government  securities or such other
collateral as the Depositary deems appropriate, (c) terminable by the Depositary
on not more than five (5) business  days' notice and (d) subject to such further
indemnities  and credit  regulations as the Depositary  deems  appropriate.  The
Depositary  will normally  limit the number of ADSs and Shares  involved in such
Pre-Release  Transactions  at any one time to thirty  percent  (30%) of the ADSs
outstanding  (without  giving  effect  to ADSs  outstanding  under  (i)  above),
provided,  however,  that the  Depositary  reserves the right to disregard  such
limit from time to time as it deems  appropriate.  The  Depositary  may also set
limits with  respect to the number of ADSs and Shares  involved  in  Pre-Release
Transactions  with  any  one  person  on a  case  by  case  basis  as  it  deems
appropriate.

     The Depositary may retain for its own account any compensation  received by
it in conjunction with the foregoing. Collateral provided pursuant to (b) above,
but not the  earnings  thereon,  shall be held for the  benefit  of the  Holders
(other than the Applicant).

                                   ARTICLE III

                         CERTAIN OBLIGATIONS OF HOLDERS
                        AND BENEFICIAL OWNERS OF RECEIPTS

     SECTION  3.1  Proofs,  Certificates  and  Other  Information.   Any  person
presenting  Shares  for  deposit,  any Holder  and any  Beneficial  Owner may be
required,  and every Holder and  Beneficial  Owner agrees,  from time to time to
provide  to the  Depositary  or the  Custodian  such  proof  of  citizenship  or
residence,   taxpayer   status,   payment  of  all  applicable  taxes  or  other
governmental charges,  exchange control approval,  legal or beneficial ownership
of ADSs and Deposited Securities,  compliance with applicable laws and the terms
of this Deposit  Agreement and the  provisions  of, or governing,  the Deposited
Securities or other information; to execute such certifications and to make such
representations  and  warranties,  and to  provide  such other  information  and
documentation  as the  Depositary may deem necessary or proper or as the Company
may reasonably require by written request to the Depositary  consistent with its
obligations  hereunder.  The Depositary and the  Registrar,  as applicable,  may
withhold the execution or delivery or registration of transfer of any Receipt or
the  distribution  or sale of any dividend or  distribution  of rights or of the
proceeds  thereof,  or to the  extent not  limited  by the terms of Section  7.8
hereof,  the  delivery of any  Deposited  Securities,  until such proof or other
information   is   filed  or  such   certifications   are   executed,   or  such
representations  and  warranties  are  made,  or  such  other  documentation  or
information  provided,  in each  case  to the  Depositary's  and  the  Company's
satisfaction.  The  Depositary  shall from time to time on the  written  request
advise the Company of the availability of any such proofs, certificates or other
information and shall, at the Company's sole expense,  provide or otherwise make
available  copies  thereof to the Company  upon written  request  thereof by the
Company, unless such disclosure is prohibited by law. Each Holder and Beneficial
Owner  agrees  to  provide  any  information  requested  by the  Company  or the

                                      -12-

<PAGE>

Depositary  pursuant  to this  paragraph.  Nothing  herein  shall  obligate  the
Depositary to (i) obtain any  information for the Company if not provided by the
Holders or  Beneficial  Owners or (ii)  verify or vouch for the  accuracy of the
information so provided by the Holders or Beneficial Owners.

     SECTION 3.2 Liability for Taxes and Other Charges. If any present or future
tax or other  governmental  charge shall become payable by the Depositary or the
Custodian  with  respect  to any ADR or any  Deposited  Securities  or  American
Depositary Shares, such tax or other governmental charge shall be payable by the
Holders and Beneficial  Owners to the Depositary and such Holders and Beneficial
Owners shall be deemed liable  therefor.  The Company,  the Custodian and/or the
Depositary  may  withhold  or deduct from any  distributions  made in respect of
Deposited  Securities and may sell for the account of a Holder and/or Beneficial
Owner any or all of the Deposited  Securities and apply such  distributions  and
sale  proceeds  in payment  of such taxes  (including  applicable  interest  and
penalties) or charges,  with the Holder and the Beneficial Owner remaining fully
liable for any  deficiency.  In addition to any other remedies  available to it,
the  Depositary  and the  Custodian  may refuse the  deposit of Shares,  and the
Depositary  may refuse to issue ADSs,  to deliver  ADRs,  register the transfer,
split-up or  combination  of ADRs and (subject to Section 7.8) the withdrawal of
Deposited  Securities,  until  payment in full of such tax,  charge,  penalty or
interest is received.  Every Holder and Beneficial Owner agrees to indemnify the
Depositary,  the Company,  the Custodian,  and each of their respective  agents,
officers,  directors,  employees  and  Affiliates  for, and to hold each of them
harmless from, any claims with respect to taxes (including  applicable  interest
and  penalties  thereon)  arising from any tax benefit  obtained for such Holder
and/or  Beneficial  Owner.  The obligations of Holders and Beneficial  Owners of
Receipts  under this Section 3.2 shall  survive any  transfer of  Receipts,  any
surrender of Receipts and withdrawal of Deposited Securities, or the termination
of this Deposit Agreement.

     SECTION  3.3  Representations  and  Warranties  on Deposit of Shares.  Each
person  depositing Shares under the Deposit Agreement shall be deemed thereby to
represent  and warrant  that (i) such Shares and the  certificates  therefor are
duly authorized,  validly issued,  fully paid,  non-assessable  and were legally
obtained by such person,  (ii) all preemptive (and similar) rights, if any, with
respect to such Shares have been validly  waived or exercised,  (iii) the person
making such deposit is duly  authorized so to do, (iv) the Shares  presented for
deposit are free and clear of any lien, encumbrance,  security interest, charge,
mortgage or adverse  claim,  and are not,  and the  American  Depositary  Shares
issuable upon such deposit will not be, Restricted Securities and (v) the Shares
presented for deposit have not been stripped of any rights or entitlements. Such
representations  and  warranties  shall  survive the deposit and  withdrawal  of
Shares,  the issuance and cancellation of American  Depositary Shares in respect
thereof  and the  transfer  of such  American  Depositary  Shares.  If any  such
representations  or  warranties  are  false  in any  way,  the  Company  and the
Depositary shall be authorized, at the cost and expense of the person depositing
Shares,  to take any and all  actions  necessary  to  correct  the  consequences
thereof.

     SECTION 3.4 Compliance with Information Requests. Notwithstanding any other
provision  of this  Deposit  Agreement,  the  Articles of  Incorporation  of the
Company and  applicable  law,  each Holder and  Beneficial  Owner  agrees to (a)
provide such  information as the Company or the Depositary may request  pursuant
to law (including, without limitation, relevant Japanese law, any applicable law
of the  United  States,  the  Articles  of  Incorporation  of the  Company,  any
resolutions  of the  Company's  Board  of  Directors  adopted  pursuant  to

                                      -13-

<PAGE>

such Articles of  Incorporation,  the  requirements  of any markets or exchanges
upon  which  the  Shares,  ADSs or  Receipts  are  listed or  traded,  or to any
requirements of any electronic  book-entry  system by which the ADSs or Receipts
may be transferred), and (b) be bound by and subject to applicable provisions of
the  laws of  Japan,  the  Articles  of  Incorporation  of the  Company  and the
requirements of any markets or exchanges upon which the ADSs, Receipts or Shares
are  listed  or  traded,  or  pursuant  to any  requirements  of any  electronic
book-entry system by which the ADSs,  Receipts or Shares may be transferred,  to
the same extent as if such Holder and Beneficial Owner held Shares directly,  in
each case  irrespective of whether or not they are Holders or Beneficial  Owners
at the time such request is made.  The  Depositary  agrees to use its reasonable
efforts  to  forward  upon the  request  of the  Company,  and at the  Company's
expense,  any such request from the Company to the Holders and to forward to the
Company any such responses to such requests received by the Depositary.

                                   ARTICLE IV

                            THE DEPOSITED SECURITIES

     SECTION  4.1  Cash   Distributions.   Whenever  the   Depositary   receives
confirmation  from the  Custodian of receipt of any cash  dividend or other cash
distribution on any Deposited Securities,  or receives proceeds from the sale of
any Shares, rights, securities or other entitlements under the terms hereof, the
Depositary  will,  if at the time of receipt  thereof any amounts  received in a
Foreign Currency can in the judgment of the Depositary  (pursuant to Section 4.6
hereof) be converted on a  practicable  basis into Dollars  transferable  to the
United  States,  promptly  convert or cause to be converted  such cash dividend,
distribution  or proceeds  into Dollars (on the terms  described in Section 4.6)
and will distribute promptly the amount thus received (net of (a) the applicable
fees and charges of, and  expenses  incurred  by, the  Depositary  and (b) taxes
withheld)  to the Holders of record as of the ADS Record Date in  proportion  to
the number of American Depositary Shares held by such Holders respectively as of
the ADS Record Date. The Depositary shall distribute only such amount,  however,
as can be distributed  without  attributing to any Holder a fraction of one cent
(to the  first  decimal  place),  and any first  decimal  place  balance  not so
distributed  shall be held by the  Depositary  (without  liability  for interest
thereon)  and shall be added to and become part of the next sum  received by the
Depositary for  distribution  to Holders of Receipts  outstanding at the time of
the next  distribution,  irrespective of whether the Holder or Beneficial  Owner
continues  to be  such  at  the  time  of the  next  distribution.  Holders  and
Beneficial  Owners  understand  that in  converting  Foreign  Currency,  amounts
received on  conversion  are  calculated  at a rate which  exceeds three or four
decimal  places (the number of decimal  places used by the  Depositary to report
distribution  rates).  The excess amount may be retained by the Depositary as an
additional  cost of  conversion,  irrespective  of any other  fees and  expenses
payable  or owing  hereunder  and shall not be subject  to  escheatment.  If the
Company,  the  Custodian  or the  Depositary  is required  to withhold  and does
withhold  from any cash  dividend or other cash  distribution  in respect of any
Deposited Securities an amount on account of taxes, duties or other governmental
charges,  the amount  distributed to Holders on the American  Depositary  Shares
representing  such  Deposited  Securities  shall be  reduced  accordingly.  Such
withheld  amounts  shall be  forwarded  by the  Company,  the  Custodian  or the
Depositary to the relevant governmental  authority.  Evidence of payment thereof
by the Company shall be forwarded by the Company to the Depositary upon request.
The Depositary  will forward to the Company or its agent such  information  from
its records as the Company may  reasonably  request to enable the Company or its
agent  to file  necessary  reports

                                      -14-

<PAGE>

with governmental agencies,  such reports necessary to obtain benefits under the
applicable tax treaties for the Holders and Beneficial Owners of Receipts.

     SECTION 4.2 Distribution in Shares.  If any distribution upon any Deposited
Securities  consists of a free  distribution of Shares,  the Company shall cause
such Shares to be deposited with the Custodian and  registered,  as the case may
be, in the name of the Depositary,  the Custodian or any of their nominees. Upon
receipt of confirmation of such deposit from the Custodian, the Depositary shall
establish the ADS Record Date upon the terms described in Section 4.7 and shall,
subject to Section  5.9 hereof,  distribute  to the Holders as of the ADS Record
Date in  proportion to the number of American  Depositary  Shares held as of the
ADS Record Date by them  respectively,  additional  American  Depositary Shares,
which  represent  in the  aggregate  the number of Shares  received as such free
distribution,  subject to the other terms of this Deposit Agreement  (including,
without  limitation,  (a) the  applicable  fees and  charges  of,  and  expenses
incurred by, the  Depositary  and (b) taxes).  In lieu of delivering  fractional
American  Depositary  Shares,  the  Depositary  shall  sell the number of Shares
represented  by the aggregate of such fractions and distribute the proceeds upon
the terms  described  in Section  4.1.  The  Depositary  may  withhold  any such
distribution of Receipts if it has not received satisfactory assurances from the
Company  (including an opinion of its counsel) that such  distribution  does not
require  registration  under the Securities  Act or is exempt from  registration
under the provisions of the Securities Act. To the extent such  distribution may
be withheld, the Depositary may dispose of all or a portion of such distribution
in such amounts and in such manner,  including by public or private sale, as the
Depositary deems necessary and practicable,  and the Depositary shall distribute
the net proceeds of any such sale (after  deduction of applicable  (a) taxes and
(b) fees and charges of, and expenses  incurred by, the  Depositary)  to Holders
entitled thereto upon the terms described in Section 4.1. If additional American
Depositary Shares are not so distributed,  each American Depositary Share issued
and outstanding  after the ADS Record Date shall,  to the extent  permissible by
law,  thenceforth also represent  rights and interests in the additional  Shares
distributed upon the Deposited  Securities  represented  thereby (net of (a) the
applicable fees and charges of, and expenses incurred by, the Depositary and (b)
taxes).

     SECTION 4.3 Distribution of Rights to Purchase Shares. Whenever the Company
intends to  distribute  to the  holders of the  Deposited  Securities  rights to
subscribe  for  additional  Shares,  the  Company  shall,  after  its  board  of
directors'  approval  (if  applicable),  give notice  thereof to the  Depositary
sufficiently  prior (as determined by the Depositary in its sole  discretion) to
the proposed  distribution.  Upon receipt of such notice,  the Depositary  shall
consult  with the  Company  to  determine,  and the  Company  shall  assist  the
Depositary in its determination, whether it is lawful and reasonably practicable
to make such rights  available to the Holders.  The  Depositary  shall make such
rights  available to Holders only if (i) the Company shall have timely requested
that such rights be made  available  to  Holders,  (ii) if so  requested  by the
Depositary, the Depositary shall have received satisfactory documentation within
the terms of Section 5.7, and (iii) the Depositary  shall have  determined  that
such distribution of rights is lawful and reasonably  practicable.  If the above
conditions are not satisfied,  the Depositary may sell such rights in proportion
to the number of American  Depositary  Shares held as of the ADS Record Date, to
whom it has determined that it may not lawfully or practicably  make such rights
available, and distribute proceeds of such sales (net of applicable (a) fees and
charges of, and  expenses  incurred by, the  Depositary  and (b) taxes) upon the
terms set forth in Section 4.1. If the  Depositary  is unable to make any rights
available  to Holders  for any reason,  the  Depositary  may do nothing  thereby
allowing such rights to lapse.  In the event all  conditions set forth above are
satisfied,  the  Depositary  shall

                                      -15-

<PAGE>

establish  an ADS Record  Date  (upon the terms  described  in Section  4.6) and
establish  procedures  (x) to  distribute  such  rights (by means of warrants or
otherwise) and (y) to enable the Holders to exercise the rights (upon payment of
applicable (a) fees and charges of, and expenses  incurred by the Depositary and
(b) taxes and other  governmental  charges).  Nothing  herein shall obligate the
Depositary to make  available to the Holders a method to exercise such rights to
subscribe for Shares (rather than ADSs).

     The Depositary  shall not be  responsible  for (i) any failure to determine
that it may be lawful or practicable to make such rights available to Holders in
general or any Holders in particular, (ii) any foreign exchange exposure or loss
incurred in connection with such sale, or exercise,  or (iii) the content of any
materials  forwarded to the Holders on behalf of the Company in connection  with
the rights distribution.

     Notwithstanding   anything  to  the   contrary  in  this  Section  4.3,  if
registration  (under  the  Securities  Act or any other  applicable  law) of the
rights or the securities to which any rights relate may be required in order for
the Company to offer such rights or such  securities  to Holders and to sell the
securities  represented by such rights,  the Depositary will not distribute such
rights to the Holders (i) unless and until a  registration  statement  under the
Securities  Act covering  such  offering is in effect or (ii) unless the Company
furnishes  the  Depositary  opinion(s)  of counsel for the Company in the United
States and  counsel  to the  Company  in any other  applicable  country in which
rights would be distributed, in each case satisfactory to the Depositary, to the
effect that the offering and sale of such  securities to Holders and  Beneficial
Owners are exempt from, or do not require  registration under, the provisions of
the Securities Act or any other  applicable laws. In the event that the Company,
the Depositary or the Custodian  shall be required to withhold and does withhold
from any  distribution  of property  (including  rights) an amount on account of
taxes or other governmental charges, the amount distributed to the Holders shall
be reduced  accordingly.  In the event that the Depositary  determines  that any
distribution in property  (including Shares and rights to subscribe therefor) is
subject  to any tax or  other  governmental  charges  which  the  Depositary  is
obligated to withhold,  the  Depositary  may dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner,  including by public or private  sale, as the  Depositary  deems
necessary and practicable to pay any such taxes or charges.

     There  can  be no  assurance  that  Holders  generally,  or any  Holder  in
particular,  will be given the  opportunity to exercise rights on the same terms
and  conditions  as the  holders of Shares or be able to exercise  such  rights.
Nothing herein shall obligate the Company to file any registration  statement in
respect  of any rights or Shares or other  securities  to be  acquired  upon the
exercise of such rights.

     SECTION  4.4  Distributions  Other Than Cash,  Shares or Rights to Purchase
Shares. Subject to Section 4.12 and Section 5.9, whenever the Company intends to
distribute  to the holders of  Deposited  Securities  property  other than cash,
Shares or rights to purchase  additional  Shares,  the Company shall give notice
thereof  to the  Depositary  at  least  two  (2)  weeks  prior  to the  proposed
distribution and shall indicate whether or not it wishes such distribution to be
made to Holders of ADSs.  Upon receipt of a notice  indicating  that the Company
wishes such  distribution  to be made to Holders of ADSs, the  Depositary  shall
determine  whether such  distribution to Holders is lawful and practicable.  The
Depositary  shall not make such  distribution  unless (i) the Company shall have
timely requested the Depositary to make such distribution to Holders, (ii) if so
requested by the  Depositary,  the Depositary  shall have received  satisfactory
documentation  within the terms of Section 5.7,

                                      -16-

<PAGE>


and (iii) the Depositary shall have determined that such  distribution is lawful
and reasonably practicable.  Upon receipt of satisfactory  documentation and the
request  of the  Company  to  distribute  property  to Holders of ADSs and after
making the requisite  determinations set forth above, the Depositary shall cause
the  securities  or  property  received by it to be  distributed  to the Holders
entitled  thereto,  after  deduction or upon payment of any fees and expenses of
the Depositary or any taxes or other governmental  charges, in proportion to the
number of American  Depositary  Shares held by them  respectively  as of the ADS
Record  Date,  in  any  manner  that  the  Depositary  may  deem  equitable  and
practicable for accomplishing such distribution;  provided,  however, that if in
the opinion of the Depositary such distribution  cannot be made  proportionately
among the Holders entitled thereto,  or if for any other reason (including,  but
not limited to, any requirement  that the Company or the Depositary  withhold an
amount on account of taxes or other governmental charges or that such securities
must be  registered  under  the  Securities  Act in order to be  distributed  to
Holders)  the  Depository  deems  such  distribution  not  to be  feasible,  the
Depositary  may adopt such method as it may deem equitable and  practicable  for
the purpose of effecting such distribution,  including,  but not limited to, the
public or private sale of the securities or property thus received,  or any part
thereof,  and proceeds of any such sales (net of applicable (a) fees and charges
of, and expenses incurred by, the Depositary and (b) taxes) shall be distributed
by the Depositary to Holders  entitled  thereto as in the case of a distribution
received in cash.

     SECTION 4.5 Conversion of Foreign Currency.  Whenever the Depositary or the
Custodian  shall  receive  Foreign  Currency,  by  way  of  dividends  or  other
distributions  or the net  proceeds  from the sale of  securities,  property  or
rights,  and in the judgment of the Depositary such Foreign Currency can at such
time be converted on a practicable basis (by sale or in any other manner that it
may determine in accordance with  applicable  law) into Dollars  transferable to
the  United  States and  distributable  to the  Holders  entitled  thereto,  the
Depositary  shall  convert  or cause to be  converted,  by sale or in any  other
manner that it may  determine,  such Foreign  Currency into  Dollars,  and shall
distribute such Dollars (net of any fees, expenses,  taxes or other governmental
charges incurred in the process of such conversion) in accordance with the terms
of the applicable  sections of this Deposit  Agreement.  If the Depositary shall
have distributed  warrants or other instruments that entitle the holders thereof
to such Dollars,  the Depositary shall distribute such Dollars to the holders of
such warrants and/or  instruments upon surrender  thereof for  cancellation,  in
either case without  liability for interest  thereon.  Such  distribution may be
made  upon  an  averaged  or  other  practicable  basis  without  regard  to any
distinctions  among  Holders on account of  exchange  restrictions,  the date of
delivery of any Receipt or otherwise.

     Holders understand that in converting Foreign Currency, amounts received on
conversion  are  calculated  at a rate  which may  exceed  the number of decimal
places used by the  Depositary to report  distribution  rates (which in any case
will not be less than two decimal places).  Any excess amount may be retained by
the Depositary as an additional  cost of conversion,  irrespective  of any other
fees and  expenses  payable  or owing  hereunder  and  shall not be  subject  to
escheatment.

     If such conversion or  distribution  can be effected only with the approval
or license of any  government or agency  thereof,  the  Depositary may file such
application  for  approval  or  license,  if  any,  as it  may  deem  necessary,
practicable  and at nominal cost and expense.  Nothing herein shall obligate the
Depositary to file or cause to be filed,  or to seek  effectiveness  of any such
application or license.

                                      -17-

<PAGE>


     If at any time the  Depositary  shall  determine  that in its  judgment the
conversion of any Foreign Currency and the transfer and distribution of proceeds
of such conversion  received by the Depositary is not practical or lawful, or if
any approval or license of any governmental  authority or agency thereof that is
required  for such  conversion,  transfer  and  distribution  is denied,  or not
obtainable at a reasonable cost, within a reasonable period or otherwise sought,
the Depositary  shall, in its sole discretion but subject to applicable laws and
regulations,  either (i)  distribute  the Foreign  Currency  (or an  appropriate
document  evidencing the right to receive such foreign currency) received by the
Depositary  to the Holders  entitled to receive such Foreign  Currency,  or (ii)
hold such Foreign Currency uninvested and without liability for interest thereon
for the respective accounts of the Holders entitled to receive the same.

     SECTION 4.6 Fixing of Record Date.  Whenever  necessary in connection  with
any distribution  (whether in cash, Shares,  rights, or other distribution),  or
whenever for any reason the  Depositary  causes a change in the number of Shares
that  are  represented  by each  American  Depositary  Share,  or  whenever  the
Depositary  shall receive notice of any meeting of or solicitation of holders of
Shares or other Deposited  Securities,  or whenever the Depositary shall find it
necessary or convenient,  the Depositary,  after  consultation with the Company,
shall fix a record date (the "ADS Record Date"),  as close as practicable to the
record  date  fixed  by  the  Company  with  respect  to  the  Shares,  for  the
determination of the Holders who shall be entitled to receive such distribution,
to give  instructions for the exercise of voting rights at any such meeting,  or
to give or withhold such consent,  or to receive such notice or  solicitation or
to otherwise  take action,  or to exercise the rights of Holders with respect to
such changed  number of Shares  represented by each American  Depositary  Share.
Subject to applicable law and the provisions of Section 4.1 to 4.64.5 and to the
other terms and conditions of this Deposit Agreement, only the Holders of record
at the close of  business  in New York on such ADS Record Date shall be entitled
to receive such distribution,  to give such voting instructions, to receive such
notice or solicitation, or otherwise take action.

     SECTION 4.7 Voting of Shares.

     (a) Subject to the next sentence,  as soon as practicable  after receipt of
notice of any meeting at which the holders of Shares are entitled to vote, or of
solicitation of consents or proxies from holders of Shares, the Depositary shall
fix the ADS Record Date in respect of such meeting or solicitation of consent or
proxy. The Depositary  shall, if requested by the Company in writing in a timely
manner (the  Depositary  having no obligation to take any further  action if the
request  shall not have been  received by the  Depositary at least two (2) weeks
prior  to the  date of  such  vote  or  meeting)  and  provided  no  U.S.  legal
prohibitions  exist,  mail by  regular,  ordinary  mail  delivery  or  otherwise
distribute  to Holders as of the ADS Record Date:  (i) such notice of meeting or
solicitation of consent or proxy; (ii) a statement that the Holders at the close
of business on the ADS Record Date will be entitled,  subject to any  applicable
law, the Company's  Articles of Incorporation and the provisions of or governing
the Deposited  Securities  to instruct the  Depositary as to the exercise of the
voting rights,  if any,  pertaining to the Shares or other Deposited  Securities
represented  by such  Holder's  American  Depositary  Shares;  and (iii) a brief
statement  as to the  manner in which  such  instructions  may be given.  Voting
instructions  may be given only in respect of an integral  number of one hundred
(100) ADSs,  or such other number of ADSs as is necessary  to  correspond  to an
integral  number of one hundred  (100) Shares ("ADS  Unit(s)").  Upon the timely
receipt of written instructions of a Holder of American Depositary Shares on the
ADS  Record  Date  of  voting  instructions  in  the  manner  specified  by  the
Depositary,  the

                                      -18-

<PAGE>


Depositary shall endeavor, insofar as practicable and permitted under applicable
law,  the  provisions  of this  Deposit  Agreement,  the  Company's  Articles of
Incorporation  and the provisions of or governing the Deposited  Securities,  to
vote or  cause  the  Custodian  to vote  the  Shares  (in  person  or by  proxy)
represented  by  American   Depositary  Shares  evidenced  by  such  Receipt  in
accordance with such voting instructions.  To the extent the aggregate number of
ADSs voted for and against a proposal do not  constitute  an integral  number of
ADS Units,  the remainder of the aggregate number of votes received in excess of
the highest integral multiple of an ADS Unit will be disregarded.

     Neither the Depositary  nor the Custodian  shall,  under any  circumstances
exercise  any  discretion  as to  voting.  Subject  to  applicable  law,  if the
Depositary fails to timely receive voting  instructions from any Holder of ADSs,
or if the Depositary  timely  receives voting  instructions  from a Holder which
fail to  specify  the  manner  in which  the  Depositary  is to vote the  Shares
represented  by such  Holder's  ADRs on or before  the date  established  by the
Depositary  for such  purpose,  the  Depositary  shall deem such  Holder to have
instructed  the  Depositary  to vote such Shares,  or to cause such Shares to be
voted,  in accordance with any  recommendation  of the Company with respect to a
particular  resolution or other matter  submitted to such vote, and  accordingly
the  Depositary  shall either vote or cause to be voted such  Shares,  or give a
discretionary  proxy to vote the relevant  Shares in favor of such person as the
Company may  specify;  provided  that (x) no such  discretionary  proxy shall be
given with respect to any matter as to which the Company  informs the Depositary
that (i) substantial  opposition  exists or (ii) the rights or holders of Shares
will be adversely  affected and (y) the Depositary shall not have any obligation
to give such  discretionary  proxy to a person  designated by the Company if (i)
the Company shall not have delivered to the Depositary  the  representation  and
indemnity letter described in the next paragraph and (ii) the person  designated
to receive the discretionary proxy shall not have delivered to the Depositary an
undertaking  stating that such person  shall not exercise the rights  granted to
such  person  pursuant  to the  terms  of such  proxy  in  contravention  of the
provisions of (x) above.

     Prior to requesting  the delivery of a  discretionary  proxy upon the terms
set forth herein, the Company shall deliver to the Depositary a certificate of a
senior   officer  of  the  Company  (i)   describing  the  person  to  whom  any
discretionary  proxy should be given,  (ii)  confirming  that the Company wishes
such discretionary  proxy to be given, (iii) certifying that the Company has not
requested  and  shall not  request  the  discretionary  proxy be given as to any
matter as to which  substantial  opposition exists or which may adversely affect
the rights of holders of Shares and (iv)  agreeing to indemnify  the  Depositary
and the  Custodian  and  their  respective  officers,  directors  and  employees
against, and hold each of them harmless from, any liability or expense which may
arise out of or in connection with any action of the Depositary or the Custodian
in granting such discretionary proxy.

     If, at a time of a vote,  for any  reason the  voting  instructions  deemed
given herein would not be valid and binding on the Holders, or the Depositary is
unable to obtain the  representation  and indemnity letter above, the Depositary
shall  not  vote the  Shares  as to which  specific  instructions  have not been
received.

     However,  if the  Depositary  is not  permitted  by  applicable  law or the
Company's  Articles of Incorporation  to vote the Shares  represented by ADRs of
the relevant Holder at the relevant  shareholders  meeting,  the Depositary will
not exercise the voting rights  attributable to such Shares at such shareholders
meeting.

                                      -19-

<PAGE>

Notwithstanding  the above, save for applicable  provisions of Japanese law, and
in accordance with the terms of Section 5.3, the Depositary  shall not be liable
for any failure to carry out any instructions to vote any of the Shares.

     There  can  be no  assurance  that  Holders  generally  or  any  Holder  in
particular  will  receive the notice  described  above with  sufficient  time to
enable the Holder to return voting  instructions  to the  Depositary in a timely
manner.

     (b)  Notwithstanding  any other provision hereof, each owner, Holder (other
than DTC or its nominee,  Cede & Co.) or Beneficial  Owner owning more than five
per cent (5%) of the total voting equity securities of the Company,  directly in
the form of Shares or indirectly in the form of ADRs, instructing the Depositary
to  exercise  any voting  rights on behalf of such owner,  Holder or  Beneficial
Owner shall be deemed to  represent  and  warrant  that it has filed a Report on
Large  Shareholding  with  the  competent  authority  of Japan  pursuant  to the
provisions  of the  Securities & Exchange  Law of Japan (Law No. 25 of 1948,  as
amended, the "SEL").

     (c)  Notwithstanding  any other provision hereof, each owner, Holder (other
than DTC or its nominee, Cede & Co.) or Beneficial Owner owning at least ten per
cent (10%) of the total voting equity securities of the Company, directly in the
form of Shares or indirectly in the form of ADRs,  instructing the Depositary to
exercise any voting rights on behalf of such owner,  Holder or Beneficial  Owner
shall be deemed to  represent  and warrant  that it has filed a Report on Inward
Direct  Investment  with  the  competent  authority  of  Japan  pursuant  to the
provisions  of the Foreign  Exchange and Foreign Trade Law of Japan (Law No. 228
of 1949, as amended).

     (d)  Notwithstanding  any other provision hereof, each owner, Holder (other
than DTC or its  nominee,  Cede & Co.) or  Beneficial  Owner  owning  more  than
one-third of the total voting equity securities of the Company,  directly in the
form of Shares or indirectly in the form of ADRs,  instructing the Depositary to
exercise any voting rights on behalf of such owner,  Holder or Beneficial  Owner
shall  be  deemed  to  represent  and  warrant  that it has  complied  with  the
provisions of the SEL  concerning the public tender offer and made a bid for the
remaining voting equity securities of the Company as set out therein.

     SECTION 4.8 Changes  Affecting  Deposited  Securities.  Upon any  split-up,
cancellation,   consolidation  or  any  other   reclassification   of  Deposited
Securities,   or  upon   any   recapitalization,   reorganization,   merger   or
consolidation  or sale  of  assets  affecting  the  Company  or to  which  it is
otherwise a party,  any securities  which shall be received by the Depositary or
the Custodian in exchange for, or in conversion of or  replacement  or otherwise
in respect of, such Deposited  Securities shall, to the extent permitted by law,
be treated as new Deposited  Securities  under this Deposit  Agreement,  and the
Receipts  shall,  subject  to the  provisions  of  this  Deposit  Agreement  and
applicable law,  evidence American  Depositary Shares  representing the right to
receive such additional securities.  Alternatively, the Depositary may, with the
Company's approval,  and shall, if the Company shall so request,  subject to the
terms of the  Deposit  Agreement  and  receipt  of an  opinion of counsel to the
Company  satisfactory  to the  Depositary  that  such  distributions  are not in
violation of any applicable laws or regulations,  execute and deliver additional
Receipts,  or call for the surrender of outstanding Receipts to be exchanged for
new Receipts, in either case, as well as in the event of newly deposited Shares,
with  necessary  modifications  to the form of  Receipt  contained  in Exhibit A
hereto,  specifically  describing such new Deposited Securities and/or corporate
change.  The  Company  agrees  to,  jointly  with  the  Depositary,   amend  the

                                      -20-

<PAGE>

Registration  Statement on Form F-6 as filed with the  Commission  to permit the
issuance of such new form of Receipts.  Notwithstanding  the  foregoing,  in the
event that any security so received may not be lawfully  distributed  to some or
all Holders, the Depositary may, with the Company's approval,  and shall, if the
Company  requests,  subject to receipt  of an opinion of the  Company's  counsel
satisfactory  to the  Depositary  that such  action is not in  violation  of any
applicable laws or regulations,  sell such securities at public or private sale,
at such  place or  places  and upon  such  terms as it may deem  proper  and may
allocate  the net  proceeds  of such sales (net of (a) fees and  charges of, and
expenses  incurred  by, the  Depositary  and (b)  taxes) for the  account of the
Holders  otherwise  entitled  to such  securities  upon  an  averaged  or  other
practicable  basis  without  regard to any  distinctions  among such Holders and
distribute  the net proceeds so allocated  to the extent  practicable  as in the
case of a distribution  received in cash pursuant to Section 4.1. The Depositary
shall not be responsible  for (i) any failure to determine that it may be lawful
or feasible to make such  securities  available  to Holders in general or to any
Holder in  particular,  (ii) any foreign  exchange  exposure or loss incurred in
connection  with such sale,  or (iii) any  liability  to the  purchaser  of such
securities.

     SECTION 4.9 Available Information.  The Company is exempt from the periodic
reporting  requirements  of the  Exchange  Act.  The Company  will file with the
Commission  such notices,  reports and  communications  which are made generally
available in the Company's home market in accordance  with the  requirements  of
the Commission under Rule 12g3-2(b).  The Company  furnishes the Commission with
certain public reports and documents  required by foreign law or otherwise under
Rule  12g3-2(b)  under the  Securities  Exchange  Act of 1934.  Such reports and
documents  may be  inspected  and  copied  at the  public  reference  facilities
maintained  by the  Commission  located at the date of the Deposit  Agreement at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.

     SECTION 4.10 Reports.  The Depositary  shall make  available  during normal
business  hour on any Business Day for  inspection  by Holders at its  Principal
Office any reports and communications, including any proxy soliciting materials,
received  from the Company  which are both (a) received by the  Depositary,  the
Custodian,  or the  nominee  of  either of them as the  holder of the  Deposited
Securities  and (b) made  generally  available to the holders of such  Deposited
Securities by the Company.  The Company agrees to provide to the Depositary,  at
the Company's  expense,  all documents  that it provides to the  Custodian.  The
Depositary  shall,  at the expense of the Company and in accordance with Section
5.6, also mail by regular,  ordinary mail delivery or by electronic transmission
(if agreed by the Company and the  Depositary)  and unless  otherwise  agreed in
writing by the Company and the  Depositary,  to Holders  copies of such  reports
when furnished by the Company pursuant to Section 5.6.

     SECTION 4.11 List of Holders. Promptly upon written request by the Company,
the Depositary  shall,  furnish to it a list, as of a recent date, of the names,
addresses  and  holdings of American  Depositary  Shares by all persons in whose
names Receipts are registered on the books of the Depositary. Such list shall be
available for inspection.

     SECTION 4.12 Taxation;  Withholding. The Depositary will, and will instruct
the Custodian to, forward to the Company or its agents such information from its
records as the  Company  may  reasonably  request  to enable the  Company or its
agents to file necessary tax reports with governmental  authorities or agencies.
The  Depositary,  the Custodian or the Company and its agents may, but shall not
be  obligated  to, file such  reports as are  necessary  to reduce or  eliminate
applicable taxes on dividends and on other distributions in respect of Deposited
Securities  under applicable tax treaties or laws for the Holders and Beneficial

                                      -21-

<PAGE>


Owners.  Holders  and  Beneficial  Owners of American  Depositary  Shares may be
required  from  time to time,  and in a timely  manner,  to file  such  proof of
taxpayer status, residence and beneficial ownership (as applicable),  to execute
such certificates and to make such representations and warranties, or to provide
any other information or documents,  as the Depositary or the Custodian may deem
necessary or proper to fulfill the  Depositary's or the Custodian's  obligations
under  applicable  law. The Holders and  Beneficial  Owners shall  indemnify the
Depositary,  the Company,  the Custodian and any of their respective  directors,
employees,  agents and Affiliates against,  and hold each of them harmless from,
any claims by any  governmental  authority  with respect to taxes,  additions to
tax,  penalties or interest arising out of any refund of taxes,  reduced rate of
withholding at source or other tax benefit obtained.

     The Company shall remit to the appropriate governmental authority or agency
any  amounts  required  to  be  withheld  by  the  Company  and  owing  to  such
governmental  authority or agency. Upon any such withholding,  the Company shall
remit to the Depositary  information  about such taxes or  governmental  charges
withheld  or paid,  and,  if so  requested,  the tax  receipt (or other proof of
payment to the applicable  governmental  authority) therefor, in each case, in a
form  satisfactory  to the  Depositary.  The  Depositary  shall,  to the  extent
required by U.S. law, report to Holders:  (i) any taxes withheld by it; (ii) any
taxes  withheld by the Custodian,  subject to information  being provided to the
Depositary  by the  Custodian;  and  (iii) any taxes  withheld  by the  Company,
subject to  information  being  provided to the  Depositary by the Company.  The
Depositary  and the Custodian  shall not be required to provide the Holders with
any  evidence  of the  remittance  by the  Company  (or its agents) of any taxes
withheld,  or of the payment of taxes by the  Company,  except to the extent the
evidence is provided by the Company to the  Depositary.  Neither the  Depositary
nor the  Custodian  shall be liable for the failure by any Holder or  Beneficial
Owner to obtain  the  benefits  of  credits  on the basis of  non-U.S.  tax paid
against such Holder's or Beneficial Owner's income tax liability.

     In the event that the Depositary  determines that any  distribution in cash
or property  (including  Shares and rights to subscribe  therefor) is subject to
any tax or other  governmental  charge  which the  Depositary  is  obligated  to
withhold,  the Depositary  shall withhold the amount required to be withheld and
may by public or  private  sale  dispose  of all or a portion  of such  property
(including Shares and rights to subscribe  therefor) in such amounts and in such
manner as the Depositary  deems  necessary and  practicable to pay such taxes or
charges and the  Depositary  shall  distribute the net proceeds of any such sale
after  deduction  of such taxes or charges to the  Holders  entitled  thereto in
proportion   to  the  number  of  American   Depositary   Shares  held  by  them
respectively.

     The Depositary is under no obligation to provide the Holders and Beneficial
Owners with any information about the tax status of the Company.  The Depositary
shall not incur any liability for any tax  consequences  that may be incurred by
Holders and  Beneficial  Owners on account of their  ownership  of the  American
Depositary Shares.

                                    ARTICLE V

                  THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

     SECTION 5.1  Maintenance  of Office and  Transfer  Books by the  Registrar.
Until  termination of this Deposit  Agreement in accordance with its terms,  the
Depositary or if a Registrar  for the Receipts  shall have been  appointed,  the
Registrar  shall maintain in the Borough of Manhattan,  the City of New York, an
office and facilities for the execution and

                                      -22-


delivery,  registration,  registration of transfers, combination and split-up of
Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited
Securities in accordance with the provisions of this Deposit Agreement.

     The  Depositary  or the Registrar as  applicable,  shall keep books for the
registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for inspection by the Company and by the Holders of such Receipts,
provided  that  such  inspection  shall  not  be,  to  the  Depositary's  or the
Registrar's  knowledge,  for the purpose of  communicating  with Holders of such
Receipts in the  interest of a business or object other than the business of the
Company  or  other  than a  matter  related  to this  Deposit  Agreement  or the
Receipts.

     The  Depositary or the  Registrar,  as  applicable,  may close the transfer
books  with  respect  to the  Receipts,  at any time or from time to time,  when
deemed  necessary or advisable by it in connection  with the  performance of its
duties hereunder.

     SECTION 5.2  Exoneration.  Neither the  Depositary,  the  Custodian  or the
Company shall be obligated to do or perform any act which is  inconsistent  with
the provisions of this Deposit Agreement or shall incur any liability (i) if the
Depositary, the Custodian or the Company or their respective controlling persons
or agents  shall be  prevented  or  forbidden  from,  or  delayed  in,  doing or
performing any act or thing required by the terms of this Deposit Agreement,  by
reason of any provision of any present or future law or regulation of the United
States  or any  state  thereof,  Japan or any  other  country,  or of any  other
governmental  authority or regulatory authority or stock exchange, or on account
of the possible  criminal or civil  penalties or restraint,  or by reason of any
provision,  present or future, of the Company's Articles of Incorporation or any
provision of or governing any Deposited  Securities,  or by reason of any act of
God or  war or  other  circumstances  beyond  its  control  (including,  without
limitation,   nationalization,   expropriation,   currency  restrictions,   work
stoppage,  strikes,  civil  unrest,  revolutions,   rebellions,  explosions  and
computer  failure),  (ii) by reason of any  exercise of, or failure to exercise,
any  discretion  provided  for in this  Deposit  Agreement  or in the  Company's
Articles of  Incorporation or provisions of or governing  Deposited  Securities,
(iii) for any action or inaction of the Depositary, the Custodian or the Company
or their respective controlling persons or agents in reliance upon the advice of
or information from legal counsel, accountants, any person presenting Shares for
deposit, any Holder, any Beneficial Owner or authorized  representative thereof,
or any other  person  believed by it in good faith to be  competent to give such
advice or information, (iv) for the inability by a Holder or Beneficial Owner to
benefit from any  distribution,  offering,  right or other benefit which is made
available to holders of Deposited Securities but is not, under the terms of this
Deposit  Agreement,  made available to Holders of American  Depositary Shares or
(v) for any special, consequential,  indirect or punitive damages for any breach
of the terms of this Deposit Agreement or otherwise.

     The Depositary,  its controlling persons, its agents, the Custodian and the
Company,  its controlling persons and its agents may rely and shall be protected
in acting upon any written notice,  request,  opinion or other document believed
by it to be genuine and to have been signed or  presented by the proper party or
parties.

     No  disclaimer  of liability  under the  Securities  Act is intended by any
provision of this Deposit Agreement.

     SECTION 5.3  Standard of Care.  The  Company and the  Depositary  and their
respective agents assume no obligation and shall not be subject to any liability
under this

                                      -23-


Deposit  Agreement or any Receipts to any  Holder(s) or  Beneficial  Owner(s) or
other persons, except in accordance with Section 5.8 hereof.

     Without  limitation  of the  foregoing,  neither  the  Depositary,  nor the
Company,  nor any of their respective  controlling  persons, or agents, shall be
under any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or  liability,  unless  indemnity
satisfactory  to it against all expenses  (including fees and  disbursements  of
counsel)  and  liabilities  be  furnished  as often as may be  required  (and no
Custodian  shall  be  under  any  obligation  whatsoever  with  respect  to such
proceedings,   the   responsibility   of  the  Custodian  being  solely  to  the
Depositary).

     The  Depositary and its agents shall not be liable for any failure to carry
out any instructions to vote any of the Deposited Securities,  or for the manner
in which any vote is cast or the effects of any vote. The  Depositary  shall not
incur any liability for any failure to determine that any distribution or action
may be lawful or  reasonably  practicable,  for the  content of any  information
submitted  to it by the  Company  for  distribution  to the  Holders  or for any
inaccuracy of any translation  thereof,  for any investment risk associated with
acquiring an interest in the Deposited Securities,  for the validity or worth of
the Deposited  Securities or for any tax  consequences  that may result from the
ownership of ADSs, Shares or Deposited Securities,  for the credit-worthiness of
any third party, for allowing any rights to lapse upon the terms of this Deposit
Agreement or for the failure or  timeliness  of any notice from the Company,  or
for any action or non action by it in reliance  upon the  opinion,  advice of or
information from legal counsel,  accountants, any person representing Shares for
deposit,  any  Holder or any other  person  believed  by it in good  faith to be
competent  to give such advice or  information.  The  Depositary  and its agents
shall not be liable for any acts or  omissions  made by a  successor  depositary
whether in  connection  with a previous act or omission of the  Depositary or in
connection  with any matter  arising  wholly after the removal or resignation of
the  Depositary,  provided that in  connection  with the issue out of which such
potential  liability  arises the Depositary  performed its  obligations  without
gross negligence or willful misconduct while it acted as Depositary.

     SECTION 5.4  Resignation  and  Removal of the  Depositary;  Appointment  of
Successor  Depositary.  The  Depositary  may at any time  resign  as  Depositary
hereunder  by written  notice of  resignation  delivered  to the  Company,  such
resignation  to be effective  on the earlier of (i) the 90th day after  delivery
thereof to the Company  (whereupon the Depositary  shall be entitled to take the
actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the
Company of a successor  depositary  and its  acceptance of such  appointment  as
hereinafter  provided,  save that, any amounts,  fees, costs or expenses owed to
the Depositary  hereunder or in accordance with any other  agreements  otherwise
agreed in writing between the Company and the Depositary from time to time shall
be paid to the Depositary prior to such resignation.

     The  Depositary may at any time be removed by the Company by written notice
of such  removal,  which removal shall be effective on the later of (i) the 90th
day after delivery thereof to the Depositary  (whereupon the Depositary shall be
entitled to take the actions  contemplated in Section 6.2 hereof),  or (ii) upon
the  appointment by the Company of a successor  depositary and its acceptance of
such appointment as hereinafter provided, save that, any amounts, fees, costs or
expenses  owed to the  Depositary  hereunder  or in  accordance  with any  other
agreements  otherwise  agreed in writing  between the Company and the Depositary
from time to time shall be paid to the Depositary prior to such removal.

                                      -24-

<PAGE>

     In case at any time the  Depositary  acting  hereunder  shall  resign or be
removed,  the  Company  shall  use its  best  efforts  to  appoint  a  successor
depositary,  which  shall be a bank or trust  company  having  an  office in the
Borough of Manhattan, the City of New York. The Company shall give notice to the
Depositary of the  appointment  of a successor  depositary not more than 90 days
after  delivery by the  Depositary of written  notice of  resignation  or by the
Company  of  removal,  each as  provided  in this  section.  In the event that a
successor  depositary  is  not  appointed  or  notice  of the  appointment  of a
successor  depositary  is not  provided  by the Company in  accordance  with the
preceding  sentence,  the  Depositary  shall be  entitled  to take  the  actions
contemplated in Section 6.2 hereof.

     Every successor  depositary shall be required by the Company to execute and
deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary,  without any
further act or deed (except as required by applicable  law),  shall become fully
vested with all the rights,  powers,  duties and obligations of its predecessor.
The  predecessor  depositary,  upon  payment  of all  sums  due to it and on the
written  request of the  Company,  shall (i) execute  and deliver an  instrument
transferring  to such  successor  all  rights  and  powers  of such  predecessor
hereunder  (other  than as  contemplated  in  Sections  5.8 and 5.9),  (ii) duly
assign,  transfer  and deliver all right,  title and  interest to the  Deposited
Securities to such successor,  and (iii) deliver to such successor a list of the
Holders of all  outstanding  Receipts  and such other  information  relating  to
Receipts and Holders thereof as the successor may reasonably  request.  Any such
successor  depositary  shall  promptly  mail notice of its  appointment  to such
Holders.

     Any  corporation  into  or with  which  the  Depositary  may be  merged  or
consolidated  shall be the successor of the Depositary  without the execution or
filing of any document or any further act.

     SECTION  5.5 The  Custodian.  The  Custodian  or its  successors  in acting
hereunder  shall be subject at all times and in all respects to the direction of
the  Depositary  for the Deposited  Securities  for which the Custodian  acts as
custodian and shall be responsible  solely to it. If any Custodian resigns or is
discharged  from its duties  hereunder with respect to any Deposited  Securities
and no other Custodian has previously been appointed  hereunder,  the Depositary
shall promptly appoint a substitute custodian. The Depositary shall require such
resigning or discharged  Custodian to deliver the Deposited  Securities  held by
it, together with all such records maintained by it as Custodian with respect to
such  Deposited  Securities  as the  Depositary  may request,  to the  Custodian
designated  by  the  Depositary.  Whenever  the  Depositary  determines,  in its
discretion, that it is appropriate to do so, it may appoint an additional entity
to act as Custodian with respect to any Deposited  Securities,  or discharge the
Custodian  with  respect to any  Deposited  Securities  and appoint a substitute
custodian,  which shall  thereafter be Custodian  hereunder  with respect to the
Deposited  Securities.  After any such change,  the Depositary shall give notice
thereof in writing to all Holders.

     Upon the appointment of any successor depositary, any Custodian then acting
hereunder shall, unless otherwise  instructed by the Depositary,  continue to be
the Custodian of the Deposited Securities without any further act or writing and
shall be subject to the  direction of the  successor  depositary.  The successor
depositary  so  appointed  shall,  nevertheless,  on the written  request of any
Custodian,  execute and deliver to such Custodian all such instruments as may be
proper to give to such Custodian full and complete power and authority to act on
the direction of such successor depositary.

                                      -25-

<PAGE>

     SECTION 5.6 Notices and  Reports.  On or before the first date on which the
Company gives notice, by publication or otherwise,  of any meeting of holders of
Shares  or other  Deposited  Securities,  or of any  adjourned  meeting  of such
holders, or of the taking of any action by such holders other than at a meeting,
or of the taking of any action in respect of any cash or other  distributions or
the offering of any rights in respect of Deposited Securities, the Company shall
transmit to the Depositary and the Custodian a copy of the notice thereof in the
form  given or to be given to holders  of Shares or other  Deposited  Securities
together with an English translation thereof.

     The Company will also transmit to the Depositary such notices,  reports and
communications  which  are  made  generally  available  to  shareholders  and/or
investors in the Company's home market in accordance  with the  requirements  of
the  Commission  under Rule  12g3-2(b).  The Depositary  shall  arrange,  at the
request of the Company and at the Company's  expense,  for the mailing of copies
thereof to all Holders,  or by any other means as agreed between the Company and
the  Depositary  (at the Company's  expense) or make such  notices,  reports and
other  communications  available for inspection by all Holders. The Company will
timely provide the Depositary  with the quantity of such notices,  reports,  and
communications,  as requested by the Depositary  from time to time, in order for
the  Depositary  to effect  such  mailings.  The Company  has  delivered  to the
Depositary and the Custodian a copy of the Company's  Articles of  Incorporation
along with the  provisions  of or governing  the Shares and any other  Deposited
Securities  issued by the Company,  in connection with the Shares,  along with a
certified English translation  thereof,  and promptly upon any amendment thereto
or change therein, the Company shall deliver to the Depositary and the Custodian
a copy of such  amendment  thereto or change  therein  (along  with a  certified
English  translation  thereof).  The  Depositary may rely upon such copy for all
purposes of this Deposit Agreement.

     The Depositary  will, at the expense of the Company,  make available a copy
of any such  notices,  reports  or  communications  issued  by the  Company  and
delivered  to the  Depositary  for  inspection  by the  Holders of the  Receipts
evidencing the American  Depositary Shares  representing such Shares governed by
such  provisions  at the  Depositary's  Principal  Office,  at the office of the
Custodian and at any other designated transfer office.

     SECTION 5.7 Issuance of  Additional  Shares,  ADSs etc. The Company  agrees
that  in the  event  it  proposes  (i) an  issuance,  sale  or  distribution  of
additional  Shares,  (ii) an offering of rights to subscribe for Shares or other
Deposited  Securities,  (iii) an  issuance  of  securities  convertible  into or
exchangeable for Shares,  (iv) an issuance of rights to subscribe for securities
convertible into or exchangeable for Shares, (v) an elective dividend of cash or
Shares, (vi) a redemption of Deposited Securities or (vii) any reclassification,
merger, consolidation or transfer of assets within the meaning of Rule 145 under
the  Securities  Act,  or any  meeting of holders of  Deposited  Securities,  or
solicitation  of  consents or proxies in  relation  thereto,  , it will take all
steps necessary to ensure that (1) the  application of the proposed  transaction
to Holders and Beneficial Owners does not violate the registration provisions of
the Securities Act, or any other applicable laws (including, without limitation,
the  Investment  Company  Act of  1940,  as  amended,  the  Exchange  Act or the
securities laws of the states of the United States),  (2) making the transaction
available  to  Holders  and  Beneficial  Owners  does  not  violate  the laws or
regulations  of Japan or the  Company's  Articles of  Incorporation  and (3) all
requisite regulatory consents and approvals have been obtained in Japan.

                                      -26-

<PAGE>


     If the filing of a registration statement is required, the Depositary shall
not have any  obligation  to proceed with the  transaction  unless it shall have
received evidence reasonably satisfactory to it that such registration statement
has been declared effective and that such distribution is in accordance with all
applicable  laws or  regulations.  If,  being  advised by  counsel,  the Company
determines that a transaction is required to be registered  under the Securities
Act,  the  Company  will  either (i)  register  such  transaction  to the extent
necessary,  (ii) alter the terms of the  transaction  to avoid the  registration
requirements  of the  Securities  Act or (iii)  direct  the  Depositary  to take
specific measures,  in each case as contemplated in this Deposit  Agreement,  to
prevent such  transaction  from violating the  registration  requirements of the
Securities Act.

     The Company  agrees with the  Depositary  that the Company  will not at any
time (i) deposit any Shares or other Deposited Securities,  either upon original
issuance  or upon a sale of  Shares  or other  Deposited  Securities  previously
issued and  reacquired  by the Company or by any such  Affiliate,  or (ii) issue
additional Shares, rights to subscribe for such Shares,  securities  convertible
into or  exchangeable  for Shares or rights to  subscribe  for such  securities,
unless such  transaction  and the securities  issuable in such  transaction  are
exempt from registration  under the Securities Act or have been registered under
the  Securities  Act  (and  such   registration   statement  has  been  declared
effective).

     Notwithstanding anything else contained in this Deposit Agreement,  nothing
in this  Deposit  Agreement  shall be deemed to obligate the Company to file any
registration statement in respect of any proposed transaction.

     SECTION  5.8   Indemnification.   The  Company   agrees  to  indemnify  the
Depositary,  any Custodian  and each of their  respective  directors,  officers,
employees,  agents and Affiliates against,  and hold each of them harmless from,
any losses, liabilities, taxes, costs, claims, judgments,  proceedings, actions,
demands and any charges or expenses of any kind whatsoever  (including,  but not
limited  to,  reasonable  fees  and  expenses  of  counsel,  and in  each  case,
irrevocable  value added tax and any similar tax charged or otherwise imposed in
respect thereof)  (collectively referred to as "Losses") which the Depositary or
any agent thereof may incur or which may be made against it as a result of or in
connection  with its  appointment or the exercise of its powers and duties under
this  Agreement  or that may arise (a) out of or in  connection  with any offer,
issuance,  sale, resale, transfer,  deposit or withdrawal of Receipts,  American
Depositary  Shares, the Shares, or other Deposited  Securities,  as the case may
be, (b) out of or in connection  with any offering  documents in respect thereof
or (c) out of or in connection  with acts performed or omitted,  including,  but
not  limited  to, any  delivery  by the  Depositary  on behalf of the Company of
information regarding the Company in connection with this Deposit Agreement, the
Receipts,   the  American  Depositary  Shares,  the  Shares,  or  any  Deposited
Securities,  in any such case (i) by the  Depositary,  the  Custodian  or any of
their respective directors,  officers,  employees, agents and Affiliates, except
to the extent any such Losses  arises out of the  negligence or bad faith of any
of them, or (ii) by the Company or any of its  directors,  officers,  employees,
agents and Affiliates.

     The  indemnities  contained in the preceding  paragraph shall not extend to
any Losses which arise solely and exclusively  out of a Pre-Release  Transaction
in accordance  with Section 2.10 and which would not  otherwise  have arisen had
the ADSs that were  issued  not been the  subject of a  Pre-Release  Transaction
pursuant to Section 2.10.

                                      -27-

<PAGE>


     The Depositary  agrees to indemnify the Company,  its directors,  officers,
employees,  agents and Affiliates against,  and hold each of them harmless from,
any Losses  which may arise  directly  out of acts  performed  or omitted by the
Depositary or its Custodian or their respective directors, employees, agents and
Affiliates due to their negligence or bad faith.

     Any person  seeking  indemnification  hereunder (an  "Indemnified  Person")
shall  notify  the  person  from  whom  it  is  seeking   indemnification   (the
"Indemnifying  Person") of the commencement of any indemnifiable action or claim
promptly  after  such  Indemnified  Person  becomes  aware of such  commencement
(provided  that the  failure to make such  notification  shall not  affect  such
Indemnified  Person's  rights  to  indemnification  except  to  the  extent  the
Indemnifying Person is materially  prejudiced by such failure) and shall consult
in good faith with the  Indemnifying  Person as to the conduct of the defense of
such action or claim that may give rise to an indemnity hereunder, which defense
shall be  reasonable  under  the  circumstances.  No  Indemnified  Person  shall
compromise  or settle  any  action or claim  that may give rise to an  indemnity
hereunder  without the consent of the Indemnifying  Person,  which consent shall
not be unreasonably withheld.

     The  obligations set forth in this Section shall survive the termination of
this Deposit Agreement and the succession or substitution of any party hereto.

     SECTION 5.9 Fees and Charges of Depositary.  The Company,  the Holders, the
Beneficial  Owners,  and  persons  depositing  Shares or  surrendering  ADSs for
cancellation and withdrawal of Deposited  Securities shall be required to pay to
the Depositary the Depositary's  fees and related charges  identified as payable
by them  respectively as provided for in Exhibit A hereto.  All fees and charges
so payable  may,  at any time and from time to time,  be  changed  by  agreement
between the  Depositary  and the  Company,  but, in the case of fees and charges
payable by Holders and Beneficial  Owners,  only in the manner  contemplated  in
Section 6.1. The Depositary shall provide,  without charge, a copy of its latest
fee schedule to anyone upon request.

     The Depositary and the Company may reach separate  agreement in relation to
the payment of any additional  remuneration  to the Depositary in respect of any
exceptional  duties which the Depositary finds necessary or desirable and agreed
by both parties in the performance of its  obligations  hereunder and in respect
of the actual  costs and  expenses of the  Depositary  in respect of any notices
required to be given to the Holders in accordance with Section 5.6.

     In connection with any payment by the Company to the Depositary:

     (i) all fees, taxes, duties,  charges, costs and expenses which are payable
by the Company  shall be paid or be procured to be paid by the Company  (and any
such  amounts  which  are  paid by the  Depositary  shall be  reimbursed  to the
Depositary by the Company upon demand therefor);  and

     (ii) such  payment  shall be subject  to all  necessary  Japanese  exchange
control and other  consents  and  approvals  having been  obtained.  The Company
undertakes to use its  reasonable  endeavours to obtain all necessary  approvals
that are required to be obtained by it in this connection.

     The Company  agrees to promptly pay to the  Depositary  such other fees and
charges and to reimburse the Depositary for such  out-of-pocket  expenses as the
Depositary  and the

                                      -28-

<PAGE>

Company  may  agree to from time to time.  Responsibility  for  payment  of such
charges  may at any time and from time to time be changed by  agreement  between
the Company and the Depositary.  Unless otherwise  agreed,  in the discretion of
the Depositary, the Depositary shall present its statement for such expenses and
fees or charges to the Company upon  receipt or payment of any relevant  invoice
by the  Depositary,  once every three  months,  semiannually  or  annually.  The
charges  and  expenses  of  the  Custodian  are  for  the  sole  account  of the
Depositary.

     All payments by the Company to the  Depositary  under this Clause 5.9 shall
be paid  without  set-off  or  counterclaim,  and free and clear of and  without
deduction  or  withholding  for or on account of, any  present or future  taxes,
levies, imports,  duties, fees, assessments or other charges of whatever nature,
imposed by Japan or by any department,  agency or other political subdivision or
taxing  authority  thereof or therein,  and all  interest,  penalties or similar
liabilities with respect thereto.

     The  right of the  Depositary  to  receive  payment  of fees,  charges  and
expenses  as provided  above  shall  survive  the  termination  of this  Deposit
Agreement.  As to any  Depositary,  upon  the  resignation  or  removal  of such
Depositary as described in Section 5.4 hereof, such right shall extend for those
fees,  charges  and  expenses  incurred  prior  to  the  effectiveness  of  such
resignation or removal.

     SECTION  5.10  Restricted  Securities  Owners.  From  time  to time or upon
request by the  Depositary,  the Company shall provide to the  Depositary a list
setting forth, to the actual knowledge of the Company, those persons or entities
who  beneficially  own  Restricted  Securities and the Company shall update that
list on a regular  basis.  The  Depositary may rely on such a list or update but
shall not be liable for any action or  omission  made in reliance  thereon.  The
Company  agrees to advise in writing each of the persons or entities who, to the
knowledge of the  Company,  holds  Restricted  Securities  that such  Restricted
Securities are ineligible for deposit hereunder and, to the extent  practicable,
shall require each of such persons to represent in writing that such person will
not deposit Restricted Securities hereunder.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

     SECTION 6.1  Amendment/Supplement.  Subject to the terms and  conditions of
this Section 6.1 and applicable  law, the Receipts  outstanding at any time, the
provisions of this Deposit Agreement and the form of Receipt attached hereto and
to be issued  under the  terms  hereof  may at any time and from time to time be
amended or  supplemented  by  written  agreement  between  the  Company  and the
Depositary  in any  respect  which  they may deem  necessary  or not  materially
prejudicial  to the Holders  without  the  consent of the Holders or  Beneficial
Owners.  Any amendment or supplement  which shall impose or increase any fees or
charges  (other  than  charges  in  connection  with  foreign  exchange  control
regulations,  and taxes and other governmental charges,  delivery and other such
expenses),  or  which  shall  otherwise  materially  prejudice  any  substantial
existing  right of Holders or  Beneficial  Owners,  shall not,  however,  become
effective  as to  outstanding  Receipts  until  30  days  after  notice  of such
amendment  or  supplement  shall have been given to the  Holders of  outstanding
Receipts.  The parties hereto agree that any amendments or supplements which (i)
are reasonably  necessary (as agreed by the Company and the Depositary) in order
for (a) the American  Depositary  Shares to be  registered on Form F-6 under the
Securities Act or (b) the American

                                      -29-

Depositary  Shares or the Shares to be traded  solely in  electronic  book-entry
form and (ii) do not in either such case impose or increase  any fees or charges
to be  borne by  Holders,  shall  be  deemed  not to  materially  prejudice  any
substantial rights of Holders or Beneficial Owners.  Every Holder and Beneficial
Owner at the time any  amendment or  supplement  so becomes  effective  shall be
deemed,  by  continuing  to hold such American  Depositary  Share or Shares,  to
consent and agree to such amendment or supplement and to be bound by the Deposit
Agreement as amended and supplemented  thereby.  In no event shall any amendment
or  supplement  impair the right of the Holder to  surrender  such  Receipt  and
receive therefor the Deposited Securities  represented thereby,  except in order
to comply with  mandatory  provisions of  applicable  law.  Notwithstanding  the
foregoing,  if any governmental body should adopt new laws, rules or regulations
which would require  amendment or supplement of the Deposit  Agreement to ensure
compliance therewith, the Company and the Depositary may amend or supplement the
Deposit  Agreement and the Receipt at any time in  accordance  with such changed
laws,  rules  or  regulations.  Such  amendment  or  supplement  to the  Deposit
Agreement in such  circumstances  may become  effective  before a notice of such
amendment or  supplement  is given to Holders or within any other period of time
as required for compliance with such laws, rules or regulations.

     SECTION 6.2 Termination.  The Depositary  shall, at any time at the written
direction of the Company,  terminate this Deposit Agreement by mailing notice of
such  termination  to the Holders of all Receipts then  outstanding  at least 90
days prior to the date fixed in such notice for such termination, provided that,
the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed
to it in accordance  with the terms of this Deposit  Agreement and in accordance
with any other agreements as otherwise agreed in writing between the Company and
the Depositary from time to time, prior to such  termination  shall take effect.
If 90 days shall have expired after (i) the  Depositary  shall have delivered to
the  Company a written  notice of its  election  to resign,  or (ii) the Company
shall have  delivered to the  Depositary a written  notice of the removal of the
Depositary,  and in  either  case a  successor  depositary  shall  not have been
appointed  and  accepted  its  appointment  as  provided  in  Section  5.4,  the
Depositary  may  terminate  this  Deposit  Agreement  by mailing  notice of such
termination  to the Holders of all Receipts  then  outstanding  at least 30 days
prior  to the  date  fixed  for  such  termination.  On and  after  the  date of
termination of this Deposit  Agreement,  the Holder will, upon surrender of such
Receipt  at the  Principal  Office of the  Depositary,  upon the  payment of the
charges of the Depositary  for the surrender of Receipts  referred to in Section
2.6 and subject to the conditions and  restrictions  therein set forth, and upon
payment  of any  applicable  taxes  or  governmental  charges,  be  entitled  to
delivery,  to him or upon his  order,  of the  amount  of  Deposited  Securities
represented by such Receipt.  If any Receipts shall remain outstanding after the
date of termination of this Deposit  Agreement,  the Registrar  thereafter shall
discontinue the registration of transfers of Receipts,  and the Depositary shall
suspend the distribution of dividends to the Holders thereof, and shall not give
any further  notices or perform any further acts under this  Deposit  Agreement,
except  that the  Depositary  shall  continue  to  collect  dividends  and other
distributions  pertaining  to Deposited  Securities,  shall sell rights or other
property as provided in this Deposit  Agreement,  and shall  continue to deliver
Deposited  Securities,  subject to the conditions and  restrictions set forth in
Section 2.6,  together with any dividends or other  distributions  received with
respect  thereto  and the  net  proceeds  of the  sale of any  rights  or  other
property,  in  exchange  for  Receipts  surrendered  to  the  Depositary  (after
deducting,  or  charging,  as the case may be, in each case,  the charges of the
Depositary  for the surrender of a Receipt,  any expenses for the account of the
Holder in accordance with the terms and conditions of this Deposit Agreement and
any applicable taxes or governmental charges or

                                      -30-

<PAGE>

assessments).  At any  time  after  the  date of  termination  of  this  Deposit
Agreement,  the Depositary may sell the Deposited Securities then held hereunder
and may thereafter hold  uninvested the net proceeds of any such sale,  together
with any other  cash  then held by it  hereunder,  in an  unsegregated  account,
without  liability  for  interest  for the pro rata  benefit  of the  Holders of
Receipts whose Receipts have not theretofore been surrendered. After making such
sale, the Depositary shall be discharged from all obligations under this Deposit
Agreement with respect to the Receipts and the Shares,  Deposited Securities and
American  Depositary  Shares,  except to account for such net proceeds and other
cash  (after  deducting,  or  charging,  as the case may be, in each  case,  the
charges of the Depositary  for the surrender of a Receipt,  any expenses for the
account  of the  Holder in  accordance  with the terms  and  conditions  of this
Deposit   Agreement  and  any  applicable  taxes  or  governmental   charges  or
assessments).  Upon the termination of this Deposit Agreement, the Company shall
be discharged from all obligations  under this Deposit  Agreement except for its
obligations to the Depositary hereunder.

                                   ARTICLE VII

                                  MISCELLANEOUS

     SECTION 7.1  Counterparts.  This Deposit  Agreement  may be executed in any
number of  counterparts,  each of which shall be deemed an original,  and all of
such counterparts  together shall constitute one and the same agreement.  Copies
of this Deposit  Agreement  shall be maintained with the Depositary and shall be
open to inspection by any Holder during business hours.

     SECTION 7.2 No Third-Party Beneficiaries. This Deposit Agreement is for the
exclusive  benefit of the parties hereto (and their successors) and shall not be
deemed to give any legal or equitable  right,  remedy or claim whatsoever to any
other  person,  except to the  extent  specifically  set  forth in this  Deposit
Agreement.  Nothing in this Deposit  Agreement shall be deemed to give rise to a
partnership  or joint venture among the parties hereto nor establish a fiduciary
or similar  relationship  among the parties.  The parties hereto acknowledge and
agree that (i) the  Depositary  and its Affiliates may at any time have multiple
banking  relationships with the Company and its Affiliates,  (ii) the Depositary
and its Affiliates may be engaged at any time in  transactions  in which parties
adverse to the Company or the Holders or  Beneficial  Owners may have  interests
and (iii) nothing  contained in this Agreement shall (a) preclude the Depositary
or any of its Affiliates  from engaging in such  transactions or establishing or
maintaining  such  relationships,  or (b) obligate the  Depositary or any of its
Affiliates to disclose such  transactions or relationships or to account for any
profit made or payment received in such transactions or relationships.

     SECTION  7.3  Severability.  In case  any  one or  more  of the  provisions
contained  in this  Deposit  Agreement  or in the  Receipts  should be or become
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability of the remaining  provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

     SECTION 7.4 Holders and Beneficial Owners as Parties;  Binding Effect.  The
Holders and Beneficial  Owners from time to time of American  Depositary  Shares
shall be parties to the Deposit Agreement and shall be bound by all of the terms
and conditions  hereof and of any Receipt by acceptance hereof or any beneficial
interest therein.

                                      -31-


<PAGE>

     SECTION 7.5 Notices.  Any and all notices to be given to the Company  shall
be deemed to have been duly given if personally  delivered or sent by mail,  air
courier or cable,  telex,  facsimile  transmission  or electronic  transmission,
confirmed  by  letter,  addressed  to  Yamaha  Corporation,  10-1  Nakazawa-cho,
Hamamatsu,  430-8650 Japan,  Attention:  General  Manager,  Accounting & Finance
Division,  or to any other  address  which the Company may specify in writing to
the Depositary.

     Any and all notices to be given to the  Depositary  shall be deemed to have
been duly given if personally  delivered or sent by mail,  air courier or cable,
telex,  facsimile  transmission or by electronic  transmission (if agreed by the
Company and the Depositary),  at the Company's expense,  unless otherwise agreed
in  writing  between  the  Company  and the  Depositary,  confirmed  by  letter,
addressed to Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New
York 10005,  USA  Attention:  ADR  Department,  telephone:  (001) 212  602-1044,
facsimile:  (001) 212 797 0327 or to any other address which the  Depositary may
specify in writing to the Company.

     Any and all notices to be given to any Holder  shall be deemed to have been
duly given if personally  delivered or sent by mail or cable,  telex,  facsimile
transmission  or by  electronic  transmission  (if agreed by the Company and the
Depositary),  at the  Company's  expense,  unless  otherwise  agreed in  writing
between the Company and the Depositary,  addressed to such Holder at the address
of  such  Holder  as it  appears  on the  transfer  books  for  Receipts  of the
Depositary,  or, if such Holder  shall have filed with the  Depositary a written
request that notices  intended for such Holder be mailed to some other  address,
at the address  specified in such request.  Notice to Holders shall be deemed to
be notice to Beneficial Owners for all purposes of this Deposit Agreement.

     Delivery of a notice sent by mail, air courier or cable,  telex,  facsimile
or  electronic  transmission  shall be deemed to be effective at the time when a
duly addressed letter containing the same (or a confirmation thereof in the case
of a cable, telex, facsimile or electronic  transmission) is deposited,  postage
prepaid, in a post-office letter box or delivered to an air courier service. The
Depositary or the Company may, however, act upon any cable, telex,  facsimile or
electronic  transmission  received  by it from the  other  or from  any  Holder,
notwithstanding  that such cable,  telex,  facsimile or electronic  transmission
shall not subsequently be confirmed by letter as aforesaid, as the case may be.

     SECTION 7.6 Governing Law and Jurisdiction.  This Deposit Agreement and the
Receipts shall be interpreted in accordance  with, and all rights  hereunder and
thereunder and  provisions  hereof and thereof shall be governed by, the laws of
the  State of New York  without  reference  to the  principles  of choice of law
thereof. Except as set forth in the following paragraph of this Section 7.6, the
Company and the Depositary agree that the federal or state courts in the City of
New York shall  have  jurisdiction  to hear and  determine  any suit,  action or
proceeding  and to settle any dispute  between  them that may arise out of or in
connection with this Deposit Agreement and, for such purposes,  each irrevocably
submits to the  non-exclusive  jurisdiction  of such courts.  The Company hereby
irrevocably  designates,  appoints  and  empowers  CT  Corporation  System  (the
"Agent") now at 1633 Broadway,  New York, NY 10019,  as its authorized  agent to
receive  and  accept  for and on its  behalf,  and on behalf of its  properties,
assets  and  revenues,  service by mail of any and all legal  process,  summons,
notices  and  documents  that may be served in any  suit,  action or  proceeding
brought  against the Company in any federal or state court as  described  in the
preceding  sentence or in the next  paragraph  of this  Section  7.6. If for any
reason the Agent shall cease to be available to act as such,  the Company agrees
to  designate  a new  agent  in the City of

                                      -32-
<PAGE>

New York on the  terms  and for the  purposes  of this  Section  7.6  reasonably
satisfactory to the Depositary.  The Company further hereby irrevocably consents
and agrees to the  service of any and all legal  process,  summons,  notices and
documents in any suit, action or proceeding  against the Company,  by service by
mail of a copy thereof upon the Agent  (whether or not the  appointment  of such
Agent shall for any reason prove to be  ineffective  or such Agent shall fail to
accept or  acknowledge  such  service),  with a copy  mailed to the  Company  by
registered or certified air mail,  postage  prepaid,  to its address provided in
Section 7.5 hereof. The Company agrees that the failure of the Agent to give any
notice of such  service to it shall not impair or affect in any way the validity
of such  service or any  judgment  rendered  in any action or  proceeding  based
thereon.

     Notwithstanding   the   foregoing,   the   Depositary   and   the   Company
unconditionally agree that in the event that a Holder or Beneficial Owner brings
a suit, action or proceeding against (a) the Company,  (b) the Depositary in its
capacity as  Depositary  under this  Deposit  Agreement  or (c) against both the
Company and the Depositary,  in any state or federal court of the United States,
and the  Depositary  or the  Company  have any  claim,  for  indemnification  or
otherwise,  against each other  arising out of the subject  matter of such suit,
action or proceeding,  then the Company and the Depositary may pursue such claim
against each other in the state or federal  court in the United  States in which
such suit, action, or proceeding is pending, and for such purposes,  the Company
and the Depositary irrevocably submit to the non-exclusive  jurisdiction of such
courts.  The Company agrees that service of process upon the Agent in the manner
set forth in the preceding  paragraph shall be effective service upon it for any
suit, action or proceeding brought against it as described in this paragraph.

     The Company irrevocably and  unconditionally  waives, to the fullest extent
permitted by law, any objection  that it may now or hereafter have to the laying
of venue of any actions,  suits or proceedings  brought in any court as provided
in this Section 7.6, and hereby further irrevocably and  unconditionally  waives
and agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.

     The Company and the Depositary agree that,  notwithstanding  the foregoing,
with regard to any claim or dispute or difference of whatever nature between the
parties hereto arising directly or indirectly from the  relationship  created by
this Deposit Agreement, each of the Depositary and the Company shall be entitled
to refer  such  dispute  or  difference  for  final  settlement  by  arbitration
("Arbitration")  in  accordance  with  the  applicable  rules  of  the  American
Arbitration  Association  (the  "Rules")  then in  force,  by a sole  arbitrator
appointed in accordance  with the Rules.  The seat and place of any reference to
Arbitration  shall  be New  York,  New York  State.  The  procedural  law of any
Arbitration shall be New York law and the language to be used in the Arbitration
shall be English.  The fees of the  arbitrator  and other costs  incurred by the
parties in connection with such  Arbitration  shall be paid by the party that is
unsuccessful in such Arbitration.

     The  provisions of this Section 7.6 shall survive any  termination  of this
Deposit Agreement, in whole or in part.

     SECTION 7.7  Assignment.  Subject to the  provisions of Section 5.4 hereof,
this  Deposit  Agreement  may not be  assigned  by  either  the  Company  or the
Depositary.

     SECTION 7.8 Compliance with U.S. Securities Laws.  Notwithstanding anything
in this  Deposit  Agreement  to the  contrary,  the  withdrawal  or  delivery of
Deposited  Securities

                                      -33-
<PAGE>

will not be  suspended  by the  Company  or the  Depositary  except  as would be
permitted  by  Instruction  I.A.(1)  of the  General  Instructions  to Form  F-6
Registration Statement, as amended from time to time, under the Securities Act.

     SECTION 7.9 Titles.  All references in this Deposit  Agreement to exhibits,
articles,  sections,  subsections, and other subdivisions refer to the exhibits,
articles, sections, subsections and other subdivisions of this Deposit Agreement
unless  expressly  provided  otherwise.  The  words  "this  Deposit  Agreement",
"herein", "hereof", "hereby",  "hereunder", and words of similar import refer to
the  Deposit  Agreement  as a  whole  as in  effect  between  the  Company,  the
Depositary  and  the  Holders  and  Beneficial  Owners  of  ADSs  and not to any
particular  subdivision  unless  expressly  so limited.  Pronouns in  masculine,
feminine and neuter gender shall be construed to include any other  gender,  and
words in the  singular  form shall be  construed  to include the plural and vice
versa unless the context otherwise requires.  Titles to sections of this Deposit
Agreement  are  included  for  convenience  only  and  shall be  disregarded  in
construing the language contained in this Deposit Agreement.

                                      -34-
<PAGE>

     IN WITNESS  WHEREOF,  YAMAHA  CORPORATION  and DEUTSCHE  BANK TRUST COMPANY
AMERICAS have duly executed this Deposit  Agreement as of the day and year first
above set forth and all Holders  and  Beneficial  Owners  shall  become  parties
hereto  upon  acceptance  by them of American  Depositary  Shares  evidenced  by
Receipts issued in accordance with the terms hereof.

                                       YAMAHA CORPORATION

                                       By: _______________________________
                                           Name:
                                           Title:



                                       By: _______________________________
                                           Name:
                                           Title:



                                       DEUTSCHE BANK TRUST COMPANY AMERICAS

                                       By: _______________________________
                                           Name:
                                           Title:



                                       By: _______________________________
                                           Name:
                                           Title:

                                      -35-
<PAGE>

[NOTE FOR DOCUMENTATION:  CORRESPONDING TO DEPOSITARY
AGREEMENT, THIS FORM MAY BE AMENDED ACCORDINGLY]

Number                                                      CUSIP: 984627 10 9
                                                            ISIN: US9846271099



                                                  American Depositary Shares
                                                  (Each American Depositary
                                               Share representing one (1) Fully
                                                    Paid Ordinary Share)



                                    EXHIBIT A

                            [FORM OF FACE OF RECEIPT]

                           AMERICAN DEPOSITARY RECEIPT

                                       FOR

                           AMERICAN DEPOSITARY SHARES

                                  representing

                            DEPOSITED ORDINARY SHARES

                                       Of

                               YAMAHA CORPORATION

                     (Incorporated under the laws of Japan)

     DEUTSCHE BANK TRUST COMPANY  AMERICAS,  as  depositary  (herein  called the
"Depositary"), hereby certifies that _____________is the owner of ______________
American Depositary Shares (hereinafter  "ADS"),  representing  deposited common
shares,  including  evidence  of rights to receive  such  ordinary  shares  (the
"Shares")  of  YAMAHA   CORPORATION   (Yamaha  Kabushiki   Kaisha),   a  company
incorporated  under  the laws of Japan  (the  "Company").  As of the date of the
Deposit  Agreement  (hereinafter  referred  to), each ADS  represents  one Share
deposited  under the Deposit  Agreement with the Custodian  which at the date of
execution of the Deposit  Agreement is Sumitomo Mitsui Banking  Corporation (the
"Custodian").  The ratio of  Depositary  Shares to shares of stock is subject to
subsequent  amendment  as provided in Article IV of the Deposit  Agreement.  The
Depositary's  Principal Office is located at 60 Wall Street,  New York, New York
10005, U.S.A.

     (1) The Deposit  Agreement.  This American  Depositary Receipt is one of an
issue of American Depositary Receipts ("Receipts"),  all issued and to be issued
upon the terms and  conditions set forth in the Deposit  Agreement,  dated as of
[______________, 2003] (as amended from time to time,  the "Deposit Agreement"),
by and among the Company, the Depositary,  and all Holders and Beneficial Owners
from time to time of Receipts  issued

                                      -36-

<PAGE>

thereunder, each of whom by accepting a Receipt agrees to become a party thereto
and becomes bound by all the terms and conditions thereof. The Deposit Agreement
sets forth the rights  and  obligations  of  Holders  and  Beneficial  Owners of
Receipts  and the rights and duties of the  Depositary  in respect of the Shares
deposited  thereunder and any and all other  securities,  property and cash from
time to time,  received  in respect of such  Shares  and held  thereunder  (such
Shares,  other  securities,  property  and cash  are  herein  called  "Deposited
Securities").  Copies  of the  Deposit  Agreement  are on file at the  Principal
Office of the Depositary and the Custodian.

     Each owner and each Beneficial  Owner,  upon acceptance of any ADSs (or any
interest  therein)  issued in  accordance  with the terms and  conditions of the
Deposit  Agreement,  shall be deemed for all  purposes  to (a) be a party to and
bound by the terms of the  Deposit  Agreement  and  applicable  ADR(s),  and (b)
appoint the Depositary its attorney-in-fact, with full power to delegate, to act
on its  behalf  and to take  any and all  actions  contemplated  in the  Deposit
Agreement and the applicable  ADR(s), to adopt any and all procedures  necessary
to comply with  applicable  law and to take such action as the Depositary in its
sole  discretion  may deem necessary or appropriate to carry out the purposes of
the Deposit Agreement and the applicable  ADR(s),  the taking of such actions to
be the conclusive determinant of the necessity and appropriateness thereof.

     The  statements  made on the face and reverse of this Receipt are summaries
of certain  provisions of the Deposit  Agreement  and the Company's  Articles of
Incorporation  (as in  effect  on the  date of the  Deposit  Agreement)  and are
qualified by and subject to the detailed provisions of the Deposit Agreement, to
which reference is hereby made. All capitalized  terms used herein which are not
otherwise defined herein shall have the meanings ascribed thereto in the Deposit
Agreement. The Depositary makes no representation or warranty as to the validity
or worth of the Deposited  Securities.  The Depositary has made arrangements for
the acceptance of the American Depositary Shares into DTC. Each Beneficial Owner
of American  Depositary  Shares held through DTC must rely on the  procedures of
DTC  and  the  DTC  Participants  to  exercise  and be  entitled  to any  rights
attributable  to such American  Depositary  Shares.  The Receipt  evidencing the
American  Depositary Shares held through DTC will be registered in the name of a
nominee of DTC. So long as the American  Depositary  Shares are held through DTC
or unless otherwise  required by law,  ownership of beneficial  interests in the
Receipt  registered  in the name of DTC (or its  nominee)  will be shown on, and
transfers of such ownership will be effected only through, records maintained by
(i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).

     (2)  Surrender of Receipts and  Withdrawal  of Deposited  Securities.  Upon
surrender, at the Principal Office of the Depositary,  of ADSs evidenced by this
Receipt for the purpose of withdrawal of the  Deposited  Securities  represented
thereby, and upon payment of (i) the charges of the Depositary for the making of
withdrawals and cancellation of Receipts (as set forth in Article (9) hereof and
in Section 5.9 and Exhibit A of the Deposit  Agreement) and (ii) all fees, taxes
and  governmental   charges  payable  in  connection  with  such  surrender  and
withdrawal,  and, subject to the terms and conditions of the Deposit  Agreement,
the Company's  Articles of  Incorporation,  Article (22) of this Receipt and the
provisions of or governing the Deposited  Securities and other  applicable laws,
the Holder of the American  Depositary  Shares  evidenced  hereby is entitled to
delivery,  to him or upon his order, of the Deposited Securities  represented by
the ADS so  surrendered.  Subject to the last sentence of this  paragraph,  such
Deposited  Securities  may be delivered in  certificated  form or by  electronic
delivery.  ADS may be  surrendered  for the  purpose  of  withdrawing  Deposited

                                      -37-

<PAGE>

Securities by delivery of a Receipt  evidencing  such ADS (if held in registered
form) or by book-entry delivery of such ADS to the Depositary.

     A Receipt  surrendered  for such  purposes  shall,  if so  required  by the
Depositary,  be properly endorsed in blank or accompanied by proper  instruments
of transfer in blank,  and if the  Depositary  so requires,  the Holder  thereof
shall  execute and  deliver to the  Depositary  a written  order  directing  the
Depositary to cause the Deposited  Securities being withdrawn to be delivered to
or upon the  written  order of a person or  persons  designated  in such  order.
Thereupon,  the  Depositary  shall  direct the  Custodian  to  Deliver  (without
unreasonable  delay) at the designated  office of the Custodian  (subject to the
terms and  conditions of the Deposit  Agreement,  to the  Company's  Articles of
Incorporation,  and to the  provisions of or governing the Deposited  Securities
and applicable  laws, now or hereafter in effect),  to or upon the written order
of the person or persons  designated in the order delivered to the Depositary as
provided above, the Deposited Securities represented by such ADSs, together with
any  certificate  or other  proper  documents  of or  relating  to title for the
Deposited  Securities  or  evidence  of  the  electronic  transfer  thereof  (if
available)  as the  case  may be to or for  the  account  of  such  person.  The
Depositary  may make delivery to such person or persons at the Principal  Office
of  the  Depositary  of any  dividends  or  distributions  with  respect  to the
Deposited Securities  represented by such Receipt, or of any proceeds of sale of
any  dividends,  distributions  or rights,  which may at the time be held by the
Depositary.

     The  Depositary  may, in its  discretion,  refuse to accept for surrender a
number of American  Depositary Shares representing a number of Shares other than
a whole number of Shares.  In the case of  surrender  of a Receipt  evidencing a
number of ADSs representing  other than a whole number of Shares, the Depositary
shall cause ownership of the appropriate  whole number of Shares to be delivered
in  accordance  with the terms  hereof,  and  shall,  at the  discretion  of the
Depositary, either (i) issue and deliver to the person surrendering such Receipt
a new Receipt evidencing  American  Depositary Shares representing any remaining
fractional  Share,  or (ii)  sell or  cause  to be sold  the  fractional  Shares
represented by the Receipt so surrendered and remit the proceeds thereof (net of
(a) applicable fees and charges of, and expenses incurred by, the Depositary and
(b) taxes withheld) to the person surrendering the Receipt. At the request, risk
and expense of any Holder so surrendering a Receipt, and for the account of such
Holder,  the  Depositary  shall  direct the  Custodian to forward (to the extent
permitted by law) any cash or other  property  (other than  securities)  held in
respect of, and any certificate or certificates and other proper documents of or
relating to title to, the Deposited  Securities  represented  by such Receipt to
the Depositary for delivery at the Principal  Office of the Depositary,  and for
further delivery to such Holder.  Such direction shall be given by letter or, at
the  request,  risk and expense of such  Holder,  by cable,  telex or  facsimile
transmission

     (3) Transfers, Split-Ups and Combinations of Receipts. Subject to the terms
and conditions of the Deposit Agreement,  the Registrar shall register transfers
of  Receipts  on its  books,  upon  surrender  at the  Principal  Office  of the
Depositary  of a Receipt by the Holder  thereof in person or by duly  authorized
attorney,  properly  endorsed or accompanied  by proper  instruments of transfer
(including  signature  guarantees in accordance with standard industry practice)
and duly  stamped as may be required by the laws of the State of New York and of
the United States of America, of Japan and of any other applicable jurisdiction,
provided  that the  Depositary  may close the  register  at any time when deemed
expedient by it in  connection  with its duties  under the Deposit  Agreement or
reasonably requested by the Company.  Subject to the terms and conditions of the
Deposit  Agreement,  including payment of the

                                      -38-
<PAGE>

applicable fees and charges of the Depositary,  the Depositary shall execute and
deliver a new Receipt(s)  (and if necessary,  cause the Registrar to countersign
such Receipt(s)) and deliver same to or upon the order of the person entitled to
such Receipts evidencing the same aggregate number of ADSs as those evidenced by
the  Receipts  surrendered.  Upon  surrender  of a Receipt or  Receipts  for the
purpose of effecting a split-up or  combination of such Receipt or Receipts upon
payment of the applicable fees and charges of the Depositary, and subject to the
terms and conditions of the Deposit Agreement,  the Depositary shall execute and
deliver a new Receipt or Receipts for any authorized  number of ADSs  requested,
evidencing  the  same  aggregate  number  of ADSs  as the  Receipt  or  Receipts
surrendered.

     (4) Pre-Conditions to Registration, Transfer, etc. As a condition precedent
to the execution and delivery,  registration of transfer, split-up,  combination
or surrender  of any Receipt or  withdrawal  of any  Deposited  Securities,  the
Depositary or the Custodian may require (i) payment from the depositor of Shares
or presenter of the Receipt of a sum  sufficient  to reimburse it for any tax or
other  governmental  charge  and any stock  transfer  or  registration  fee with
respect thereto (including any such tax or charge and fee with respect to Shares
being  deposited or withdrawn) and payment of any applicable fees and charges of
the  Depositary as provided in the Deposit  Agreement and in this Receipt,  (ii)
the production of proof satisfactory to it as to the identity and genuineness of
any  signature or any other  matters and (iii)  compliance  with (A) any laws or
governmental  regulations relating to the execution and delivery of Receipts and
ADSs or to the  withdrawal  of  Deposited  Securities  and (B)  such  reasonable
regulations  of the  Depositary  or the  Company  consistent  with  the  Deposit
Agreement and applicable law.

     The  issuance  of ADSs  against  deposits  of Shares  generally  or against
deposits of particular Shares may be suspended,  or the issuance of ADSs against
the  deposit  of  particular  Shares may be  withheld,  or the  registration  of
transfer of Receipts in particular instances may be refused, or the registration
of transfer of Receipts  generally may be suspended,  during any period when the
transfer  books of the  Depositary  are  closed or if any such  action is deemed
necessary or advisable by the Depositary or the Company,  in good faith,  at any
time or from time to time because of any  requirement  of law, any government or
governmental  body or  commission  or any  securities  exchange  upon  which the
Receipts or Share are listed, or under any provision of the Deposit Agreement or
provisions  of,  or  governing,  the  Deposited  Securities  or any  meeting  of
shareholders  of the  Company or for any other  reason,  subject in all cases to
Article (22) hereof.  Notwithstanding  any provision of the Deposit Agreement or
this Receipt to the contrary,  the Holders of Receipts are entitled to surrender
outstanding  ADSs to withdraw the Deposited  Securities at any time subject only
to (i) temporary  delays caused by closing the transfer  books of the Depositary
or the  Company  or the  deposit  of  Shares  in  connection  with  voting  at a
shareholders'  meeting or the  payment of  dividends,  (ii) the payment of fees,
taxes and similar  charges,  (iii)  compliance  with any U.S. or foreign laws or
governmental  regulations  relating to the Receipts or to the  withdrawal of the
Deposited Securities,  and (iv) other circumstances specifically contemplated by
Section  I.A.(l)  of the  General  Instructions  to Form  F-6 (as  such  General
Instructions  may be  amended  from time to  time).  Without  limitation  of the
foregoing,  the  Depositary  shall not  knowingly  accept for deposit  under the
Deposit  Agreement  any  Shares or other  Deposited  Securities  required  to be
registered under the provisions of the U.S.  Securities Act of 1933, as amended,
unless a registration statement is in effect as to such Shares.

     (5)  Compliance  With  Information  Requests.   Notwithstanding  any  other
provision of the Deposit  Agreement or this Receipt,  each Holder and Beneficial
Owner of the ADSs

                                      -39-
<PAGE>

represented  hereby agrees to comply with requests from the Company  pursuant to
the laws of Japan, the rules and requirements of any stock exchange on which the
Shares are, or will be registered,  traded or listed,  the Company's Articles of
Incorporation, which are made to provide information as to the capacity in which
such Holder or  Beneficial  Owner owns ADSs and  regarding  the  identity of any
other person interested in such ADSs and the nature of such interest and various
other matters  whether or not they are Holders  and/or  Beneficial  Owner at the
time of such request. The Depositary agrees to use reasonable efforts to forward
any  such  requests  to the  Holders  and to  forward  to the  Company  any such
responses to such requests received by the Depositary.

     (6) Liability of Holder for Taxes,  Duties and Other Charges. If any tax or
other  governmental  charge  shall  become  payable  by  the  Depositary  or the
Custodian with respect to any Receipt or any Deposited  Securities or ADSs, such
tax, or other governmental charge shall be payable by the Holders and Beneficial
Owners to the Depositary.  The Company,  the Custodian and/or the Depositary may
withhold  or  deduct  from  any  distributions  made  in  respect  of  Deposited
Securities  and may sell for the account of the Holder and/or  Beneficial  Owner
any or all of the Deposited  Securities  and apply such  distributions  and sale
proceeds in payment of such taxes (including  applicable interest and penalties)
or charges,  with the Holder and the  Beneficial  Owner hereof  remaining  fully
liable for any deficiency.  The Custodian may refuse the deposit of Shares,  and
the  Depositary  may refuse to issue ADSs,  to deliver  Receipts,  register  the
transfer,  split-up or  combination of ADRs and (subject to Article (22) hereof)
the  withdrawal  of  Deposited  Securities,  until  payment in full of such tax,
charge,  penalty or interest is  received.  Every  Holder and  Beneficial  Owner
agrees to indemnify the Depositary, the Company, the Custodian and each of their
respective  agents,  directors,  employees and Affiliates  for, and hold each of
them  harmless  from,  any claims with  respect to taxes  (including  applicable
interest and penalties  thereon)  arising from any tax benefit obtained for such
Holder and/or Beneficial Owner.

     Holders understand that in converting Foreign Currency, amounts received on
conversion  are  calculated  at a rate  which may  exceed  the number of decimal
places used by the  Depositary to report  distribution  rates (which in any case
will not be less than two decimal places).  Any excess amount may be retained by
the Depositary as an additional  cost of conversion,  irrespective  of any other
fees and  expenses  payable  or owing  hereunder  and  shall not be  subject  to
escheatment.

     (7)  Representations  and Warranties of Depositors.  Each person depositing
Shares under the Deposit  Agreement  shall be deemed  thereby to  represent  and
warrant  that  (i)  such  Shares  (and  the  certificates   therefor)  are  duly
authorized, validly issued, fully paid, non-assessable and were legally obtained
by such person,  (ii) all preemptive (and similar) rights,  if any, with respect
to such Shares,  have been validly waived or exercised,  (iii) the person making
such deposit is duly authorized so to do, (iv) the Shares  presented for deposit
are free and clear of any lien, encumbrance, security interest, charge, mortgage
or adverse  claim and are not, and the ADSs  issuable upon such deposit will not
be, Restricted Securities and (v) the Shares presented for deposit have not been
stripped of any rights or  entitlements.  Such  representations  and  warranties
shall   survive  the  deposit  and   withdrawal  of  Shares  and  the  issuance,
cancellation and transfer of ADSs. If any such representations or warranties are
false in any way, the Company and Depositary  shall be  authorized,  at the cost
and  expense  of the  person  depositing  Shares,  to take  any and all  actions
necessary to correct the consequences thereof.

                                      -40-
<PAGE>

     (8)  Filing  Proofs,   Certificates  and  Other  Information.   Any  person
presenting  Shares  for  deposit,  any Holder  and any  Beneficial  Owner may be
required,  and every Holder and  Beneficial  Owner agrees,  from time to time to
provide to the  Depositary  such proof of  citizenship  or  residence,  taxpayer
status, payment of all applicable taxes or other governmental charges,  exchange
control  approval,   legal  or  beneficial   ownership  of  ADSs  and  Deposited
Securities,  compliance  with  applicable  laws  and the  terms  of the  Deposit
Agreement and the provisions of, or governing, the Deposited Securities or other
information  as the  Depositary  deem  necessary or proper or as the Company may
reasonably  require by written  request to the  Depositary  consistent  with its
obligations under the Deposit Agreement.  Subject to Article (22) hereof and the
terms of the Deposit Agreement, the Depositary and the Registrar, as applicable,
may  withhold  the  delivery or  registration  of transfer of any Receipt or the
distribution  or sale of any dividend or other  distribution of rights or of the
proceeds thereof or the delivery of any Deposited Securities until such proof or
other  information  is  filed,  or such  certifications  are  executed,  or such
representations  and warranties made, or such information and  documentation are
provided.

     (9) Charges of Depositary.  The Depositary  shall charge the following fees
for the services performed under the terms of the Deposit Agreement:

     (i) to any person to whom ADSs are issued  upon the deposit of Shares or to
any  person  to whom a  distribution  is made in  respect  of ADS  distributions
pursuant  to stock  dividends  or  other  free  distributions  of  stock,  bonus
distributions,  stock splits or other  distributions  (except where converted to
cash), a fee not in excess of U.S. $ 5.00 per 100 ADSs (or fraction  thereof) so
issued  under  the  terms  of the  Deposit  Agreement  to be  determined  by the
Depositary;

     (ii) to any person  surrendering  ADSs for  cancellation  and withdrawal of
Deposited Securities including,  inter alia, cash distributions made pursuant to
a cancellation  or  withdrawal,  a fee not in excess of U.S. $ 5.00 per 100 ADSs
(or fraction thereof) so surrendered;

     (iii) to any Holder of ADSs, a fee not in excess of U.S. $ 2.00 per 100 ADS
held for the distribution of cash proceeds,  including cash dividends or sale of
rights  and  other  entitlements,   not  made  pursuant  to  a  cancellation  or
withdrawal;

     (iv) to any Holder of ADSs,  a fee not in the excess of U.S. $ 5.00 per 100
ADSs (or portion thereof) issued upon the exercise of rights.

     (v) to any  Holder of ADSs an annual  fee not in excess of U.S.  $ 1.00 per
100  ADSs  to  cover  such  expenses  as are  incurred  for  inspections  by the
Depositary,  the  Custodian or their  respective  agents of the  relevant  share
register maintained by the relevant local registrar, where applicable.  Such fee
shall be assessed  against  Holders of record as of the date or dates set by the
Depositary  in  accordance  with  Section  and  shall be  collected  at the sole
discretion  of the  Depositary  by  billing  such  Holders  for  such  fee or by
deducting such fee from one or more cash dividends or other cash distributions.

     (vi) to any  Holder of ADSs an annual  fee not in excess of U.S. $ 1.00 per
100 ADSs to cover such expenses as are incurred by the Depositary, the Custodian
or their  respective  agents for the safekeeping of securities with the relevant
central  depository for securities in the local market, if applicable.  Such fee
shall be assessed  against  Holders of record as of the date or dates set by the
Depositary  in  accordance  with  Section  and  shall be

                                      -41-
<PAGE>

collected at the sole  discretion of the  Depositary by billing such Holders for
such fee or by deducting  such fee from one or more cash dividends or other cash
distributions.

     (vii) to any  Holder of ADSs an annual fee not in excess of U.S. $ 2.00 per
100  ADSs  for  the  operation  and  maintenance   costs   associated  with  the
administration of such ADSs,  provided,  however,  that in any year in which the
Depositary  charges fees in accordance with (iii) above,  such fees shall not be
chargeable by the Depositary.

     In addition,  Holders,  Beneficial  Owners,  persons  depositing Shares for
deposit  and  persons  surrendering  ADSs for  cancellation  and  withdrawal  of
Deposited Securities will be required to pay the following charges:

     (i)  taxes  (including   applicable   interest  and  penalties)  and  other
governmental charges;

     (ii) such  registration  fees as may from time to time be in effect for the
registration of Shares or other Deposited  Securities with the Foreign Registrar
and applicable to transfers of Shares or other  Deposited  Securities to or from
the name of the  Custodian,  the  Depositary  or any nominees upon the making of
deposits and withdrawals, respectively;

     (iii) such cable, telex, facsimile and electronic transmission and delivery
expenses as are expressly provided in the Deposit Agreement to be at the expense
of the person depositing or withdrawing  Shares or Holders and Beneficial Owners
of ADSs;

     (iv) the expenses and charges  incurred by the Depositary in the conversion
of Foreign Currency;

     (v) such fees and expenses as are incurred by the  Depositary in connection
with  compliance  with  exchange   control   regulations  and  other  regulatory
requirements applicable to Shares, Deposited Securities, ADSs and ADRs;

     (vi) the fees and expenses  incurred by the  Depositary in connection  with
the delivery of Deposited Securities; and

     (vii) any additional fees, charges,  costs or expenses that may be incurred
by the Depositary from time to time.

     Any  other  charges  and  expenses  of the  Depositary  under  the  Deposit
Agreement will be paid by the Company upon agreement  between the Depositary and
the  Company.  All fees and charges  may, at any time and from time to time,  be
changed by agreement between the Depositary and Company but, in the case of fees
and  charges  payable  by  Holders  or  Beneficial  Owners,  only in the  manner
contemplated  by Article (20) of this  Receipt.  The charges and expenses of the
Custodian are for the sole account of the Depositary.

     (10)  Title to  Receipts.  It is a  condition  of this  Receipt,  and every
successive  Holder of this Receipt by accepting or holding the same consents and
agrees,  that  title to this  Receipt  (and to each  ADS  evidenced  hereby)  is
transferable by delivery of the Receipt,  provided it has been properly endorsed
or  accompanied  by  proper  instruments  of  transfer,  such  Receipt  being  a
certificated  security under the laws of the State of New York.  Notwithstanding
any notice to the contrary, the Depositary may deem and treat the Holder of this
Receipt  (that is, the person in whose name this  Receipt is  registered  on the
books of the  Depositary)  as the

                                      -42-
<PAGE>

absolute owner hereof for all purposes.  The Depositary shall have no obligation
or be subject to any  liability  under the Deposit  Agreement or this Receipt to
any holder of this  Receipt or any  Beneficial  Owner  unless such holder is the
Holder of this Receipt registered on the books of the Depositary or, in the case
of  a  Beneficial  Owner,  such  Beneficial  Owner  or  the  Beneficial  Owner's
representative is the Holder registered on the books of the Depositary.

     (11)  Validity  of  Receipt.  This  Receipt  shall not be  entitled  to any
benefits under the Deposit Agreement or be valid or enforceable for any purpose,
unless this  Receipt has been (i) dated,  (ii) signed by the manual or facsimile
signature of a duly authorized signatory of the Depositary, (iii) if a Registrar
for the  Receipts  shall  have been  appointed,  countersigned  by the manual or
facsimile  signature of a duly  authorized  signatory of the  Registrar and (iv)
registered  in the books  maintained  by the  Depositary  or the  Registrar,  as
applicable,  for the issuance and  transfer of  Receipts.  Receipts  bearing the
facsimile  signature of a  duly-authorized  signatory of the  Depositary  or the
Registrar,  who at the time of signature was a duly-authorized  signatory of the
Depositary  or the  Registrar,  as the case may be,  shall bind the  Depositary,
notwithstanding  the fact that such  signatory  has  ceased to be so  authorized
prior to the execution and delivery of such Receipt by the Depositary or did not
hold such office on the date of issuance of such Receipts.

     (12) Available  Information;  Reports;  Inspection of Transfer  Books.  The
Company is exempt from the periodic reporting  requirements of the Exchange Act.
The  Company  will  file  with  the   Commission   such  notices,   reports  and
communications  which are made generally  available in the Company's home market
in accordance with the requirements of the Commission under Rule 12g3-2(b).  The
Company  furnishes  the  Commission  with certain  public  reports and documents
required by foreign law or otherwise  under Rule 12g3-2(b)  under the Securities
Exchange Act of 1934.  Such reports and documents may be inspected and copied at
the public reference facilities maintained by the Commission located at the date
of the Deposit Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.

     The  Depositary  shall make available  during normal  business hours on any
Business Day for  inspection by Holders at its Principal  Office any reports and
communications,  including  any proxy  soliciting  materials,  received from the
Company which are both (a) received by the  Depositary,  the  Custodian,  or the
nominee of either of them as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the Company.

     The  Depositary or the Registrar,  as applicable,  shall keep books for the
registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for inspection by the Company and by the Holders of such Receipts,
provided  that  such  inspection  shall  not  be,  to  the  Depositary's  or the
Registrar's  knowledge,  for the purpose of  communicating  with Holders of such
Receipts in the  interest of a business or object other than the business of the
Company or other than a matter related to the Deposit Agreement or the Receipts.

     The  Depositary or the  Registrar,  as  applicable,  may close the transfer
books  with  respect  to the  Receipts,  at any time or from time to time,  when
deemed  necessary  or  advisable  by it in good  faith  in  connection  with the
performance of its duties hereunder, or at the reasonable written request of the
Company subject, in all cases, to Article (22) hereof.

                                      -43-
<PAGE>

Dated:                                 DEUTSCHE BANK TRUST
                                       COMPANY AMERICAS, as Depositary

                                       By: _________________________________
                                           Name:
                                           Title:

                                       By: _________________________________
                                           Name:
                                           Title:

     The address of the  Principal  Office of the  Depositary is 60 Wall Street,
New York, New York 10005, U.S.A.

                                      -44-

<PAGE>


                                    EXHIBIT B

                          [FORM OF REVERSE OF RECEIPT]

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

                            OF THE DEPOSIT AGREEMENT

     (13)  Dividends  and  Distributions  in Cash,  Shares,  etc.  Whenever  the
Depositary  receives  confirmation  from the  Custodian  of  receipt of any cash
dividend or other cash  distribution  on any Deposited  Securities,  or receives
proceeds from the sale of any Shares,  rights  securities or other  entitlements
under the Deposit  Agreement,  the  Depositary  will,  if at the time of receipt
thereof any amounts  received in a Foreign  Currency can, in the judgment of the
Depositary  (upon  the  terms  of the  Deposit  Agreement),  be  converted  on a
practicable  basis,  into Dollars  transferable  to the United States,  promptly
convert or cause to be converted  such dividend,  distribution  or proceeds into
Dollars and will distribute promptly the amount thus received (net of applicable
fees and  charges  of,  and  expenses  incurred  by,  the  Depositary  and taxes
withheld)  to the Holders of record as of the ADS Record Date in  proportion  to
the number of ADS  representing  such Deposited  Securities held by such Holders
respectively  as of the ADS Record Date. The Depositary  shall  distribute  only
such amount,  however, as can be distributed without attributing to any Holder a
fraction of one cent,  and any balance not so  distributed  shall be held by the
Depositary  (without  liability for interest  thereon) and shall be added to and
become  part of the next sum  received by the  Depositary  for  distribution  to
Holders of Receipts then  outstanding at the time of the next  distribution.  If
the Company,  the  Custodian or the  Depositary is required to withhold and does
withhold  from any cash  dividend or other cash  distribution  in respect of any
Deposited Securities an amount on account of taxes, duties or other governmental
charges,  the  amount  distributed  to  Holders  on the ADSs  representing  such
Deposited Securities shall be reduced  accordingly.  Such withheld amounts shall
be forwarded by the Company,  the  Custodian or the  Depositary  to the relevant
governmental authority. Any Foreign Currency received by the Depositary shall be
converted upon the terms and conditions set forth in the Deposit Agreement.

     If any  distribution  upon  any  Deposited  Securities  consists  of a free
distribution  of Shares,  the Company shall or cause such Shares to be deposited
with the  Custodian  and  registered,  as the  case  may be,  in the name of the
Depositary,  the Custodian or their  nominees.  Upon receipt of  confirmation of
such  deposit,  the  Depositary  shall,  subject to and in  accordance  with the
Deposit  Agreement,  establish the ADS Record Date and distribute to the Holders
as of the ADS Record Date in proportion to the number of ADSs held as of the ADS
Record Date by them respectively,  additional ADSs, which represent in aggregate
the number of Shares received as such free distribution, subject to the terms of
the Deposit Agreement  (including,  without limitation,  the applicable fees and
charges of, and expenses  incurred by, the  Depositary,  and taxes).  In lieu of
delivering  fractional  ADSs,  the  Depositary  shall  sell the number of Shares
represented  by the aggregate of such fractions and distribute the proceeds upon
the terms set forth in the Deposit Agreement.

     In the event that (x) the Depositary  determines  that any  distribution in
property (including Shares) is subject to any tax or other governmental  charges
which the  Depositary is obligated to withhold,  or, (y) if the Company,  in the
fulfillment  of its  obligations  under the  Deposit  Agreement,  has either (a)
furnished an opinion of U.S. counsel  determining that Shares must be registered
under the  Securities  Act or other laws in order to be  distributed  to

                                      -45-
<PAGE>

Holders (and no such registration statement has been declared effective), or (b)
fails to timely deliver the documentation contemplated in the Deposit Agreement,
the  Depositary  may  dispose  of all or a portion of such  property  (including
Shares and rights to  subscribe  therefor)  in such  amounts and in such manner,
including by public or private  sale,  as the  Depositary  deems  necessary  and
practicable,  and the Depositary  shall  distribute the net proceeds of any such
sale (after  deduction of taxes and fees and charges of, and  expenses  incurred
by, the  Depositary) to Holders  entitled  thereto upon the terms of the Deposit
Agreement.  The  Depositary  shall hold and/or  distribute any unsold balance of
such property in accordance with the provisions of the Deposit Agreement.

     Upon  receipt by the  Depositary  of a notice  indicating  that the Company
intends to  distribute  to the  holders of the  Deposited  Securities  rights to
subscribe for  additional  Shares to be made  available to Holders of ADSs,  the
Depositary shall consult with the Company to determine  whether it is lawful and
reasonably  practicable  to make  such  rights  available  to the  Holders.  The
Depositary  shall make such rights  available to any Holders only if the Company
shall have timely requested that such rights be made available to Holders, if so
requested  by  the   Depositary,   the   Depositary   shall  have  received  the
documentation  to be provided  under the Deposit  Agreement,  and the Depositary
shall have determined that such  distribution of rights is lawful and reasonably
practicable. If such conditions are not satisfied, the Depositary shall sell the
rights in proportion to the number of American  Depositary Shares held as of the
ADS  Record  Date,  to  whom it has  determined  that  it may  not  lawfully  or
practicably make such rights  available,  and distribute  proceeds of such sales
(net of applicable fees and charges of, and expenses incurred by, the Depositary
and taxes) upon the terms hereof and in the Deposit Agreement.  In the event all
conditions set forth above are satisfied,  the Depositary shall establish an ADS
Record Date and establish  procedures (x) to distribute such rights (by means of
warrants or  otherwise)  and (y) to enable the  Holders to  exercise  the rights
(upon payment of the applicable  fees and charges of, and expenses  incurred by,
the Depositary  and taxes).  Nothing  herein or in the Deposit  Agreement  shall
obligate the  Depositary  to make  available to the Holders a method to exercise
such rights to subscribe  for Shares  (rather than ADSs).  If the  Depositary is
unable to make any rights available to Holders or to arrange for the sale of the
rights upon the terms described above, the Depositary shall allow such rights to
lapse.  The Depositary shall not be responsible for (i) any failure to determine
that it may be lawful or feasible to make such  rights  available  to Holders in
general or any Holders in particular, (ii) any foreign exchange exposure or loss
incurred in connection with such sale, or exercise,  or (iii) the content of any
materials  forwarded to the Holders on behalf of the Company in connection  with
the rights distribution.

     Notwithstanding anything herein to the contrary, if registration (under the
Securities Act or any other  applicable  law) of the rights or the securities to
which any rights  relate may be  required in order for the Company to offer such
rights or such  securities to Holders and to sell the securities  represented by
such rights,  the Depositary  will not distribute such rights to the Holders (i)
unless and until a registration statement under the Securities Act covering such
offering  is in effect or (ii) unless the Company  furnishes  to the  Depositary
opinion(s)  of counsel for the  Company in the United  States and counsel to the
Company in any other applicable country in which rights would be distributed, in
each case satisfactorily to the Depositary,  to the effect that the offering and
sale of such securities to Holders and Beneficial  Owners are exempt from, or do
not require  registration  under,  the  provisions of the  Securities Act or any
other  applicable  laws.  In the event that the Company,  the  Depositary or the
Custodian shall be required to withhold and does withhold from any  distribution
of  property  (including  rights)  an  amount  on  account  of  taxes  or  other
governmental  charges,  the amount

                                      -46-
<PAGE>

distributed to the Holders shall be reduced  accordingly.  In the event that the
Depositary  determines that any distribution in property  (including  Shares and
rights  to  subscribe  therefor)  is  subject  to any tax or other  governmental
charges  which the  Depositary  is  obligated to withhold,  the  Depositary  may
dispose of all or a portion  of such  property  (including  Shares and rights to
subscribe  therefor) in such amounts and in such manner,  including by public or
private sale, as the Depositary  deems necessary and practicable to pay any such
taxes or charges.

     There  can  be no  assurance  that  Holders  generally,  or any  Holder  in
particular,  will be given the  opportunity to exercise rights on the same terms
and  conditions  as the holders of Shares or to exercise  such  rights.  Nothing
herein shall obligate the Company to file any registration  statement in respect
of any rights or Shares or other  securities to be acquired upon the exercise of
such rights.

     Subject to the terms hereof and the Deposit Agreement,  upon receipt of any
distribution  other than cash, Shares or rights to purchase  additional  Shares,
the  Depositary  shall cause the  securities  or  property  received by it to be
distributed to the Holders entitled  thereto,  after deduction of taxes and fees
and charges of, and expenses  incurred by, the Depositary,  in proportion to the
number of American Depositary Shares held by Holders respectively, in any manner
the  Depositary  may deem  equitable  and  practicable  for  accomplishing  such
distribution;  provided,  however, that if in the opinion of the Depositary such
distribution cannot be made proportionately  among the Holders entitled thereto,
or if for any other reason (including,  but not limited to, any requirement that
the  Company or the  Depositary  withhold an amount on account of taxes or other
governmental  charges  or that  such  securities  must be  registered  under the
Securities Act in order to be distributed to Holders) the Depositary  deems such
distribution not to be feasible,  the Depositary may adopt such method as it may
deem equitable and practicable  for the purpose of effecting such  distribution,
including,  but not limited to, the public or private sale of the  securities or
property thus received, or any part thereof, and proceeds of any such sales (net
of applicable (a) fees and charges of, and expenses  incurred by, the Depositary
and (b) taxes)  shall be  distributed  by the  Depositary  to  Holders  entitled
thereto as in the case of a distribution  received in cash. The Depositary shall
not make such  distribution  unless (i) the Company shall have timely  requested
the Depositary to make such distribution to Holders, (ii) if so requested by the
Depositary,  the Depositary shall have the documentation required by the Deposit
Agreement, and (iii) the Depositary shall have determined that such distribution
is lawful and reasonably practicable.

     (14) Fixing of Record  Date.  Whenever  necessary  in  connection  with any
distribution  (whether  in  cash,  shares,  rights  or other  distribution),  or
whenever for any reason the  Depositary  causes a change in the number of Shares
that are  represented  by each ADS, or whenever  the  Depositary  shall  receive
notice of any  meeting of holders of Shares or other  Deposited  Securities,  or
whenever the Depositary shall find it necessary or convenient in connection with
the giving of any notice, or any other matter, the Depositary shall fix a record
date ("ADS  Record  Date") for the  determination  of the  Holders  who shall be
entitled to receive such distribution,  to give instructions for the exercise of
voting  rights at any such meeting,  or to give or withhold such consent,  or to
receive such notice or solicitation or to otherwise take action,  or to exercise
the rights of Holders with respect to such changed number of Shares  represented
by each ADS.  Subject to  applicable  law and the terms and  conditions  of this
Receipt  and the Deposit  Agreement,  only the Holders of record at the close of
business in New York on such ADS Record  Date shall be entitled to receive  such

                                      -47-
<PAGE>

distributions,  to give such  voting  instructions,  to receive  such  notice or
solicitation, or otherwise take action.

     (15) Voting of Shares.  As soon as  practicable  after receipt of notice of
any  meeting  at which  the  holders  of  Shares  are  entitled  to vote,  or of
solicitation of consents or proxies from holders of Shares, the Depositary shall
fix the ADS Record Date in respect of such meeting or solicitation of consent or
proxy. The Depositary  shall, if requested by the Company in writing in a timely
manner (the  Depositary  having no obligation to take any further  action if the
request shall not have been received by the Depositary sufficiently prior to the
date of such vote or meeting) and  provided no U.S.  legal  prohibitions  exist,
mail by regular, ordinary mail delivery or otherwise distribute to Holders as of
the ADS Record Date:  (i) such notice of meeting or  solicitation  of consent or
proxy;  (ii) a  statement  that the  Holders at the close of business on the ADS
Record Date will be  entitled,  subject to any  applicable  law,  the  Company's
Articles of  Incorporation  and the  provisions  of or governing  the  Deposited
Securities,  to instruct the Depositary as to the exercise of the voting rights,
if any,  pertaining to the Shares or other Deposited  Securities  represented by
such Holder's American  Depositary Shares; and (iii) a brief statement as to the
manner in which such instructions may be given. Voting instructions may be given
only in respect of an integral  number of one hundred  (100) ADSs, or such other
number of ADSs as the  Depositary  may determine from time to time are necessary
to correspond to an integral number of Shares ("ADS  Unit(s)").  Upon the timely
receipt of written instructions of a Holder of American Depositary Shares on the
ADS  Record  Date  of  voting  instructions  in  the  manner  specified  by  the
Depositary,  the Depositary shall endeavor, insofar as practicable and permitted
under  applicable  law, the provisions of the Deposit  Agreement,  the Company's
Articles of  Incorporation  and the  provisions  of or governing  the  Deposited
Securities,  to vote or cause the  Custodian  to vote the  Shares  and/or  other
Deposited  Securities (in person or by proxy) represented by American Depositary
Shares evidenced by such Receipt in accordance with such voting instructions. To
the extent the aggregate  number of ADSs voted for and against a proposal do not
constitute  an integral  number of ADS Units,  the  remainder  of the  aggregate
number of votes  received in excess of the highest  integral  multiple of an ADS
Unit will be disregarded.

     Neither the Depositary  nor the Custodian  shall,  under any  circumstances
exercise any discretion as to voting,  except pursuant to and in accordance with
the voting instructions timely received from Holders. If the Depositary fails to
timely receive voting instructions from any Holder of ADSs, or if the Depositary
timely  receives  voting  instructions  from a Holder  which fail to specify the
manner  in which  the  Depositary  is to vote  the  Shares  or  other  Deposited
Securities  represented by such Holder's ADRs on or before the date  established
by the  Depositary for such purpose,  the  Depositary  shall deem such Holder to
have   instructed  the  Depositary  to  vote  such  Shares  or  other  Deposited
Securities,  or to cause such Shares or other Deposited  Securities to be voted,
in  accordance  with  any  recommendation  of  the  Company  with  respect  to a
particular  resolution or other matter  submitted to such vote, and  accordingly
the  Depositary  shall  either  vote or cause to be voted  such  Shares or other
Deposited Securities,  or give a discretionary proxy to vote the relevant Shares
or  Deposited  Securities  in favor of such person as the  Company may  specify;
provided that (x) no such discretionary proxy shall be given with respect to any
matter as to which the  Company  informs  the  Depositary  that (i)  substantial
opposition  exists or (ii) the rights or  holders  of Shares or other  Deposited
Securities will be adversely  affected and (y) the Depositary shall not have any
obligation  to give  such  discretionary  proxy  to a person  designated  by the
Company  if (i) the  Company  shall not have  delivered  to the  Depositary  the
representation and indemnity letter described in the next paragraph and (ii) the
person designated to receive the

                                      -48-
<PAGE>

discretionary  proxy shall not have  delivered to the  Depositary an undertaking
stating that such person  shall not  exercise the rights  granted to such person
pursuant to the terms of such proxy in  contravention  of the  provisions of (x)
above.

     Prior to requesting  the delivery of a  discretionary  proxy upon the terms
set forth herein, the Company shall deliver to the Depositary a certificate of a
senior   officer  of  the  Company  (i)   describing  the  person  to  whom  any
discretionary  proxy should be given,  (ii)  confirming  that the Company wishes
such discretionary  proxy to be given, (iii) certifying that the Company has not
requested  and  shall not  request  the  discretionary  proxy be given as to any
matter as to which  substantial  opposition exists or which may adversely affect
the rights of holders of Shares or other Deposited  Securities and (iv) agreeing
to indemnify the  Depositary  and the Custodian and their  respective  officers,
directors  and  employees  against,  and hold each of them  harmless  from,  any
liability or expense which may arise out of or in connection  with any action of
the Depositary or the Custodian in granting such discretionary proxy.

     If, at a time of a vote,  for any  reason the  voting  instructions  deemed
given herein would not be valid and binding on the Holders, or the Depositary is
unable to obtain the  representation  and indemnity letter above, the Depositary
shall not vote the Shares or other  Deposited  Securities  as to which  specific
instructions have not been received.

     However,  if the  Depositary  is not  permitted  by  applicable  law or the
Company's  Articles  of  Incorporation  to vote the  Shares  or other  Deposited
Securities   represented  by  ADRs  of  the  relevant  Holder  at  the  relevant
shareholders  meeting,  the  Depositary  will not  exercise  the  voting  rights
attributable to such Shares or other Deposited  Securities at such  shareholders
meeting.

     Save for applicable  provisions of Japanese law, and in accordance with the
terms of the  Deposit  Agreement,  the  Depositary  shall not be liable  for any
failure to carry out any instructions to vote any of the Deposited Securities.

     There  can  be no  assurance  that  Holders  generally  or  any  Holder  in
particular  will  receive the notice  described  above with  sufficient  time to
enable the Holder to return voting  instructions  to the  Depositary in a timely
manner.

     Each  owner,  Holder  (other  than  DTC or  its  nominee,  Cede  & Co.)  or
Beneficial  Owner owning more than five per cent (5%) of the total voting equity
securities  of the Company,  directly in the form of Shares or indirectly in the
form of ADRs, instructing the Depositary to exercise any voting rights on behalf
of such  owner,  Holder or  Beneficial  Owner shall be deemed to  represent  and
warrant  that it has filed a Report  on Large  Shareholding  with the  competent
authority of Japan  pursuant to the  provisions of the Securities & Exchange Law
of Japan (Law No. 25 of 1948, as amended, the "SEL").

     Each  owner,  Holder  (other  than  DTC or  its  nominee,  Cede  & Co.)  or
Beneficial  Owner owning at least ten per cent (10%) of the total voting  equity
securities  of the Company,  directly in the form of Shares or indirectly in the
form of ADRs, instructing the Depositary to exercise any voting rights on behalf
of such  owner,  Holder or  Beneficial  Owner shall be deemed to  represent  and
warrant  that it has  filed a  Report  on  Inward  Direct  Investment  with  the
competent  authority of Japan pursuant to the provisions of the Foreign Exchange
and Foreign Trade Law of Japan (Law No. 228 of 1949, as amended).

                                      -49-
<PAGE>

     Each  owner,  Holder  (other  than  DTC or  its  nominee,  Cede  & Co.)  or
Beneficial  Owner  owning  more  than  one-third  of  the  total  voting  equity
securities  of the Company,  directly in the form of Shares or indirectly in the
form of ADRs, instructing the Depositary to exercise any voting rights on behalf
of such  owner,  Holder or  Beneficial  Owner shall be deemed to  represent  and
warrant that it has  complied  with the  provisions  of the SEL  concerning  the
public tender offer and made a bid for the remaining voting equity securities of
the Company as set out therein.

     (16)  Changes   Affecting   Deposited   Securities.   Upon  any   split-up,
cancellation,   consolidation  or  any  other   reclassification   of  Deposited
Securities,   or  upon   any   recapitalization,   reorganization,   merger   or
consolidation  or sale of assets  affecting the Company or to which it otherwise
is a party,  any  securities  which  shall be received  by the  Depositary  or a
Custodian in exchange for, or in conversion  of or  replacement  or otherwise in
respect of, such Deposited  Securities shall, to the extent permitted by law, be
treated  as new  Deposited  Securities  under  the  Deposit  Agreement,  and the
Receipts  shall,  subject  to  the  provisions  of  the  Deposit  Agreement  and
applicable law,  evidence ADSs representing the right to receive such additional
securities.  Alternatively, the Depositary may, with the Company's approval, and
shall,  if the  Company  shall so  request,  subject to the terms of the Deposit
Agreement and receipt of satisfactory  documentation contemplated by the Deposit
Agreement, execute and deliver additional Receipts, or call for the surrender of
outstanding  Receipts to be exchanged for new Receipts,  in either case, as well
as in the event of newly deposited Shares, with necessary  modifications to this
form of Receipt  specifically  describing such new Deposited  Securities  and/or
corporate change.  Notwithstanding the foregoing, in the event that any security
so  received  may  not be  lawfully  distributed  to some  or all  Holders,  the
Depositary may, with the Company's approval,  and shall if the Company requests,
subject to receipt  of  satisfactory  legal  documentation  contemplated  in the
Deposit Agreement, sell such securities at public or private sale, at such place
or places and upon such terms as it may deem  proper  and may  allocate  the net
proceeds of such sales (net of fees and charges of, and  expenses  incurred  by,
the Depositary and taxes) for the account of the Holders  otherwise  entitled to
such  securities  and  distribute  the net  proceeds so  allocated to the extent
practicable  as in the case of a  distribution  received in cash pursuant to the
Deposit  Agreement.  The Depositary shall not be responsible for (i) any failure
to determine that it may be lawful or feasible to make such securities available
to Holders in general or any Holder in  particular,  (ii) any  foreign  exchange
exposure or loss incurred in  connection  with such sale, or (iii) any liability
to the purchaser of such securities.

     (17)  Exoneration.  Neither the  Depositary,  the  Custodian or the Company
shall be  obligated  to do or  perform  any act which is  inconsistent  with the
provisions  of the Deposit  Agreement  or shall incur any  liability  (i) if the
Depositary, the Custodian or the Company or their respective controlling persons
or agents shall be prevented  or  forbidden  from,  or subjected to any civil or
criminal  penalty or restraint on account of, or delayed in, doing or performing
any act or  thing  required  by the  terms  of the  Deposit  Agreement  and this
Receipt,  by reason of any  provision of any present or future law or regulation
of the United States,  Japan or any other country,  or of any other governmental
authority  or  regulatory  authority  or stock  exchange,  or by  reason  of any
provision,  present or future of the Company's  Articles of Incorporation or any
provision of or governing any Deposited  Securities,  or by reason of any act of
God or war or  other  circumstances  beyond  its  control,  (including,  without
limitation,   nationalization,   expropriation,   currency  restrictions,   work
stoppage,  strikes,  civil  unrest,  revolutions,   rebellions,  explosions  and
computer  failure),  (ii) by reason of any  exercise of, or failure to exercise,
any  discretion  provided  for  in the  Deposit  Agreement  or in the  Company's

                                      -50-
<PAGE>

Articles of  Incorporation or provisions of or governing  Deposited  Securities,
(iii) for any action or inaction of the Depositary, the Custodian or the Company
or their respective controlling persons or agents in reliance upon the advice of
or information from legal counsel, accountants, any person presenting Shares for
deposit, any Holder, any Beneficial Owner or authorized  representative thereof,
or any other  person  believed by it in good faith to be  competent to give such
advice or information, (iv) for any inability by a Holder or Beneficial Owner to
benefit from any  distribution,  offering,  right or other benefit which is made
available to holders of Deposited  Securities but is not, under the terms of the
Deposit Agreement, made available to Holders of ADS or (v) for any consequential
or punitive  damages for any breach of the terms of the Deposit  Agreement.  The
Depositary,  its controlling persons, its agents, any Custodian and the Company,
its controlling persons and its agents may rely and shall be protected in acting
upon any written notice, request, opinion or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.  No
disclaimer of liability under the Securities Act is intended by any provision of
the Deposit Agreement.

     (18) Standard of Care. The Company and the Depositary and their  respective
agents assume no obligation and shall not be subject to any liability  under the
Deposit  Agreement  or the  Receipts  to Holders or  Beneficial  Owners or other
persons,  except  in  accordance  with  Section  5.8 of the  Deposit  Agreement,
provided,  that the Company and the Depositary and their respective agents agree
to perform their  respective  obligations  specifically set forth in the Deposit
Agreement without gross negligence or willful misconduct. The Depositary and its
agents shall not be liable for any failure to carry out any instructions to vote
any of the Deposited Securities,  or for the manner in which any vote is cast or
the effect of any vote,  provided  that any such  action or  omission is in good
faith and in accordance with the terms of the Deposit Agreement.  The Depositary
shall not incur any liability for any failure to determine that any distribution
or action  may be lawful  or  reasonably  practicable,  for the  content  of any
information  submitted to it by the Company for  distribution  to the Holders or
for  any  inaccuracy  of  any  translation  thereof,  for  any  investment  risk
associated  with  acquiring  an interest in the  Deposited  Securities,  for the
validity or worth of the Deposited  Securities or for any tax consequences  that
may result from the ownership of ADSs, Shares or Deposited  Securities,  for the
credit-worthiness  of any third party, for allowing any rights to lapse upon the
terms of the Deposit  Agreement or for the failure or  timeliness  of any notice
from the Company.

     (19)  Resignation and Removal of the  Depositary.  Appointment of Successor
Depositary.  The  Depositary  may at any time  resign  as  Depositary  under the
Deposit  Agreement by written  notice of  resignation  delivered to the Company,
such  resignation  to be  effective  on the  earlier  of (i) the 90th day  after
delivery  thereof to the Company,  or (ii) upon the  appointment  of a successor
depositary  and its  acceptance of such  appointment  as provided in the Deposit
Agreement,  save  that,  any  amounts,  fees,  costs  or  expenses  owed  to the
Depositary  under  the  Deposit  Agreement  or  in  accordance  with  any  other
agreements  otherwise  agreed in writing  between the Company and the Depositary
from time to time shall be paid to the Depositary prior to such resignation. The
Company shall use reasonable efforts to appoint such successor  depositary,  and
give notice to the Depositary of such  appointment,  not more than 90 days after
delivery by the  Depositary of written  notice of resignation as provided in the
Deposit  Agreement.  The Depositary may at any time be removed by the Company by
written  notice of such removal  which notice shall be effective on the later of
(i) the 90th day after  delivery  thereof  to the  Depositary,  or (ii) upon the
appointment of a successor  depositary and its acceptance of such appointment as
provided  in the  Deposit

                                      -51-
<PAGE>

Agreement save that, any amounts, fees, costs or expenses owed to the Depositary
under the Deposit Agreement or in accordance with any other agreements otherwise
agreed in writing between the Company and the Depositary from time to time shall
be  paid to the  Depositary  prior  to such  removal.  In case at any  time  the
Depositary  acting  hereunder shall resign or be removed,  the Company shall use
its best  efforts to appoint a  successor  depositary  which  shall be a bank or
trust  company  having an office in the  Borough of  Manhattan,  the City of New
York.  Every successor  depositary  shall execute and deliver to its predecessor
and to the Company an instrument in writing accepting its appointment hereunder,
and thereupon such successor depositary,  without any further act or deed, shall
become fully vested with all the rights,  powers,  duties and obligations of its
predecessor.  The predecessor depositary, upon payment of all sums due it and on
the written request of the Company,  shall (i) execute and deliver an instrument
transferring  to such  successor  all  rights  and  powers  of such  predecessor
hereunder  (other  than as  contemplated  in the Deposit  Agreement),  (ii) duly
assign,  transfer  and deliver all right,  title and  interest to the  Deposited
Securities to such successor,  and (iii) deliver to such successor a list of the
Holders of all  outstanding  Receipts  and such other  information  relating  to
Receipts and Holders thereof as the successor may reasonably  request.  Any such
successor  depositary  shall  promptly  mail notice of its  appointment  to such
Holders.  Any  corporation  into or with which the  Depositary  may be merged or
consolidated  shall be the successor of the Depositary  without the execution or
filing of any document or any further act.

     (20)  Amendment/Supplement.  Subject  to the terms and  conditions  of this
Article (20), and applicable law, this Receipt and any provisions of the Deposit
Agreement  may at any time and from time to time be amended or  supplemented  by
written  agreement  between the Company and the  Depositary in any respect which
they may deem  necessary  or  desirable  without  the  consent of the Holders or
Beneficial  Owners.  Any amendment or supplement  which shall impose or increase
any fees or charges (other than the charges of the Depositary in connection with
foreign exchange control regulations,  and taxes and other governmental charges,
delivery and other such expenses), or which shall otherwise materially prejudice
any  substantial  existing  right of Holders or  Beneficial  Owners,  shall not,
however,  become effective as to outstanding Receipts until 30 days after notice
of such  amendment  or  supplement  shall  have  been  given to the  Holders  of
outstanding   Receipts.   The  parties  hereto  agree  that  any  amendments  or
supplements which (i) are reasonably necessary (as agreed by the Company and the
Depositary)  in order  for (a) the ADSs to be  registered  on Form F-6 under the
Securities  Act or (b) the ADSs or  Shares to be  traded  solely  in  electronic
book-entry  form and (ii) do not in either such case impose or increase any fees
or  charges  to be borne  by  Holders,  shall be  deemed  not to  prejudice  any
substantial rights of Holders or Beneficial Owners.  Every Holder and Beneficial
Owner at the time any  amendment or  supplement  so becomes  effective  shall be
deemed,  by continuing to hold such ADS, to consent and agree to such  amendment
or  supplement  and  to  be  bound  by  the  Deposit  Agreement  as  amended  or
supplemented  thereby.  In no event shall any amendment or supplement impair the
right of the Holder to surrender such Receipt and receive therefor the Deposited
Securities  represented  thereby,  except  in order  to  comply  with  mandatory
provisions of applicable law. Notwithstanding the foregoing, if any governmental
body should adopt new laws, rules or regulations  which would require  amendment
or  supplement  of the Deposit  Agreement to ensure  compliance  therewith,  the
Company and the Depositary may amend or supplement the Deposit Agreement and the
Receipt at any time in accordance with such changed laws,  rules or regulations.
Such amendment or supplement to the Deposit Agreement in such  circumstances may
become  effective  before a notice of such  amendment

                                      -52-
<PAGE>

or supplement is given to Holders or within any other period of time as required
for compliance with such laws, or rules or regulations.

     (21)  Termination.  The  Depositary  shall,  at any  time  at  the  written
direction of the Company,  terminate the Deposit  Agreement by mailing notice of
such  termination  to the Holders of all Receipts then  outstanding  at least 90
days prior to the date fixed in such notice for such termination  provided that,
the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed
to it in  accordance  with the terms of the Deposit  Agreement and in accordance
with any other agreements as otherwise agreed in writing between the Company and
the Depositary from time to time, prior to such  termination  shall take effect.
If 90 days shall have expired after (i) the  Depositary  shall have delivered to
the  Company a written  notice of its  election  to resign,  or (ii) the Company
shall have  delivered to the  Depositary a written  notice of the removal of the
Depositary,  and in  either  case a  successor  depositary  shall  not have been
appointed  and accepted its  appointment  as provided  herein and in the Deposit
Agreement,  the Depositary may terminate the Deposit Agreement by mailing notice
of such  termination to the Holders of all Receipts then outstanding at least 90
days  prior to the date  fixed  for such  termination.  On and after the date of
termination of the Deposit  Agreement,  the Holder will,  upon surrender of such
Holder's Receipt at the Principal Office of the Depositary,  upon the payment of
the charges of the  Depositary  for the  surrender  of  Receipts  referred to in
Article (2) hereof and in the Deposit  Agreement  and subject to the  conditions
and restrictions  therein set forth, and upon payment of any applicable taxes or
governmental  charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited  Securities  represented  by such  Receipt.  If any Receipts
shall remain outstanding after the date of termination of the Deposit Agreement,
the Registrar  thereafter  shall  discontinue  the  registration of transfers of
Receipts,  and the Depositary shall suspend the distribution of dividends to the
Holders  thereof,  and shall not give any further notices or perform any further
acts under the Deposit  Agreement,  except that the Depositary shall continue to
collect dividends and other  distributions  pertaining to Deposited  Securities,
shall sell rights as provided in the Deposit  Agreement,  and shall  continue to
deliver  Deposited  Securities,  subject to the conditions and  restrictions set
forth  in  the  Deposit   Agreement,   together  with  any  dividends  or  other
distributions  received with respect thereto and the net proceeds of the sale of
any rights or other  property,  in  exchange  for  Receipts  surrendered  to the
Depositary (after deducting,  or charging,  as the case may be, in each case the
charges of the Depositary  for the surrender of a Receipt,  any expenses for the
account of the Holder in accordance with the terms and conditions of the Deposit
Agreement and any applicable taxes or governmental  charges or assessments).  At
any time after the  expiration of one year from the date of  termination  of the
Deposit  Agreement,  the Depositary may sell the Deposited  Securities then held
hereunder and may thereafter  hold uninvested the net proceeds of any such sale,
together  with any  other  cash then held by it  hereunder,  in an  unsegregated
account,  without liability for interest for the pro rata benefit of the Holders
of Receipts whose Receipts have not theretofore been  surrendered.  After making
such sale, the Depositary  shall be discharged  from all  obligations  under the
Deposit  Agreement  with  respect  to the  Receipts  and the  Shares,  Deposited
Securities  and ADSs,  except to account  for such net  proceeds  and other cash
(after deducting,  or charging,  as the case may be, in each case the charges of
the Depositary  for the surrender of a Receipt,  any expenses for the account of
the Holder in accordance with the terms and conditions of the Deposit  Agreement
and any  applicable  taxes or  governmental  charges or  assessments).  Upon the
termination of the Deposit  Agreement,  the Company shall be discharged from all
obligations  under the  Deposit  Agreement  except  as set forth in the  Deposit
Agreement.

                                      -53-
<PAGE>

     (22)  Compliance  with  U.S.   Securities  Laws;   Regulatory   Compliance.
Notwithstanding  any provisions in this Receipt or the Deposit  Agreement to the
contrary,  the  withdrawal  or  delivery  of  Deposited  Securities  will not be
suspended  by the  Company or the  Depositary  except as would be  permitted  by
Section  I.A.(1)  of the  General  Instructions  to the  Form  F-6  Registration
Statement, as amended from time to time, under the Securities Act of 1933.

     (23) Certain Rights of the Depositary;  Limitations. Subject to the further
terms and  provisions of this Article (23), the  Depositary,  its Affiliates and
their agents,  on their own behalf,  may own and deal in any class of securities
of the Company and its  affiliates  and in ADSs.  The  Depositary may issue ADSs
against evidence of rights to receive Shares from the Company,  any agent of the
Company or any custodian,  registrar,  transfer agent,  clearing agency or other
entity  involved in ownership or  transaction  records in respect of the Shares.
Such evidence of rights shall consist of written blanket or specific  guarantees
of  ownership  of  Shares  furnished  on behalf of the  holder  thereof.  In its
capacity as Depositary,  the Depositary shall not lend Shares or ADSs; provided,
however,  that the  Depositary may (i) issue ADSs prior to the receipt of Shares
pursuant to Section 2.3 of the Deposit  Agreement and (ii) deliver  Shares prior
to the receipt and  cancellation  of ADSs pursuant to Section 2.6 of the Deposit
Agreement, including ADSs which were issued under (i) above but for which Shares
may not have been received (each such transaction a "Pre-Release  Transaction").
The  Depositary  may receive  ADSs in lieu of Shares under (i) above and receive
Shares in lieu of ADSs under (ii) above. Each such Pre-Release  Transaction will
be (a)  accompanied by or subject to a written  agreement  whereby the person or
entity  (the  "Applicant")  to  whom  ADSs or  Shares  are to be  delivered  (1)
represents that at the time of the Pre-Release  Transaction the Applicant or its
customer owns the Shares or ADSs that are to be delivered by the Applicant under
such Pre-Release Transaction,  (2) agrees to indicate the Depositary as owner of
such  Shares or ADSs in its records and to hold such Shares or ADSs in trust for
the Depositary  until such Shares or ADSs are delivered to the Depositary or the
Custodian,  (3)  unconditionally  guarantees to deliver to the Depositary or the
Custodian,  as applicable,  such Shares or ADSs and (4) agrees to any additional
restrictions or requirements that the Depositary deems  appropriate;  (b) at all
times fully  collateralized with cash, U.S. government  securities or such other
collateral as the Depositary deems appropriate; (c) terminable by the Depositary
on not more than five (5) business days' notice; and (d) subject to such further
indemnities  and credit  regulations as the Depositary  deems  appropriate.  The
Depositary  will normally  limit the number of ADSs and Shares  involved in such
Pre-Release  Transactions  at any one time to thirty  percent  (30%) of the ADSs
outstanding  (without  giving  effect  to ADSs  outstanding  under  (i)  above),
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems  appropriate.  The  Depositary may also
set limits with respect to the number of ADSs and Shares involved in Pre-Release
Transactions  with  any  one  person  on a  case  by  case  basis  as  it  deems
appropriate.  The  Depositary  may retain for its own account  any  compensation
received by it in conjunction with the foregoing.  Collateral  provided pursuant
to (b) above,  but not  earnings  thereon,  shall be held for the benefit of the
Holders (other than the Applicant).

                                      -54-
<PAGE>

                    (ASSIGNMENT AND TRANSFER SIGNATURE LINES)

     FOR VALUE RECEIVED,  the undersigned  Holder hereby sell(s),  assign(s) and
transfer(s) unto  ______________________________  whose taxpayer  identification
number is _______________________ and whose address including postal zip code is
____________________________,  the within  Receipt  and all  rights  thereunder,
hereby   irrevocably   constituting   and  appointing   ________________________
attorney-in-fact  to transfer said Receipt on the books of the  Depositary  with
full power of substitution in the premises.

Dated:                                   Name: ________________________________
                                               By:
                                               Title:



                                        NOTICE:  The  signature of the Holder to
                                        this assignment must correspond with the
                                        name as  written  upon  the  face of the
                                        within  instrument in every  particular,
                                        without alteration or enlargement or any
                                        change whatsoever.

                                        If the  endorsement  be  executed  by an
                                        attorney,    executor,    administrator,
                                        trustee   or   guardian,    the   person
                                        executing  the  endorsement   must  give
                                        his/her full title in such  capacity and
                                        proper  evidence of  authority to act in
                                        such  capacity,  if not on file with the
                                        Depositary,  must be forwarded with this
                                        Receipt.


SIGNATURE GUARANTEED

----------------------------