Exhibit 4.8










ITLA CAPITAL CORPORATION,


AND


[DEPOSITORY BANK]

As Depository


AND


HOLDERS OF DEPOSITORY RECEIPTS


DEPOSIT AGREEMENT


Dated as of __________, 20__


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TABLE OF CONTENTS


	ARTICLE I


		DEFINITIONS

	1
	ARTICLE II


		FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY,
TRANSFER, SURRENDER, REDEMPTION AND CONVERSION

OF RECEIPTS	2
		SECTION 2.1	Form and Transfer of Receipts	2
		SECTION 2.2	Temporary Receipts	3
		SECTION 2.3	Deposit of Stock; Execution And Delivery of Receipts in Respect Thereof	3
		SECTION 2.4	Redemption, Conversion and Exchange of Stock	4
		SECTION 2.5	Register of Transfer of Receipts	6
		SECTION 2.6	Combination And Split-ups of Receipts	7
		SECTION 2.7	Surrender of Receipts And Withdrawal of Stock	7
		SECTION 2.8	Limitations on Execution And Delivery, Transfer, Split-up, Combination, Surrender And Exchange of Receipts And Withdrawal or Deposit of Stock	8
		SECTION 2.9	Lost Receipts, etc.	8
		SECTION 2.10	Cancellation And Destruction of Surrendered Receipts	8
	

ARTICLE III
		

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY	9
		SECTION 3.1	Filing Proofs, Certificates And Other Information	9
		SECTION 3.2	Payment of Taxes or Other Governmental Charges	9
		SECTION 3.3	Withholding	9
		SECTION 3.4	Representations And Warranties as to Stock	9
	

ARTICLE IV
		

THE STOCK, NOTICES	10
		SECTION 4.1	Cash Distributions	10
		SECTION 4.2	Distributions Other Than Cash	10
		SECTION 4.3	Subscription Rights, Preferences or Privileges	10
		SECTION 4.4	Notice of Dividends, Fixing of Record Date For Holders of Receipts	11
		SECTION 4.5	Voting Rights	11
		SECTION 4.6	Changes Affecting Stock and Reclassifications, Recapitalizations, Etc.	12
		SECTION 4.7	Reports	12
		SECTION 4.8	Lists of Receipt Holders	12






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	ARTICLE V
		
THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY	12




		SECTION 5.1	Maintenance of Offices, Agencies, Transfer Books by the Depositary; the Registrar	
12
		SECTION 5.2	Prevention or Delay in Performance by The Depositary, The Depositary's Agents, The Registrar or The Company	
13
		SECTION 5.3	Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company	
14
		SECTION 5.4	Resignation and Removal of the Depositary, Appointment of Successor Depositary	
15
		SECTION 5.5	Corporate Notices and Reports	16
		SECTION 5.6	Deposit of Stock by the Company	6
		SECTION 5.7	Indemnification by the Company	6
		SECTION 5.8	Fees, Charges and Expenses	16
	

ARTICLE VI
		
AMENDMENT AND TERMINATION	17
		SECTION 6.1	Amendment	17
		SECTION 6.2	Termination	17
	

ARTICLE VII
		
MISCELLANEOUS	18
		SECTION 7.1	Counterparts	18
		SECTION 7.2	Exclusive Benefits of Parties	18
		SECTION 7.3	Invalidity of Provisions	18
		SECTION 7.4	Notices	18
		SECTION 7.5	Depositary's Agents	19
		SECTION 7.6	Holders of Receipts are Parties	19
		SECTION 7.7	Governing Law	19
		SECTION 7.8	Headings	19



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DEPOSIT AGREEMENT


            DEPOSIT AGREEMENT, dated as of ______________, 20__, among ITLA Capital
Corporation, a Delaware corporation, [DEPOSITARY BANK], a banking corporation, as
Depositary, and all holders from time to time of Receipts issued hereunder. 


W I T N E S S E T H:


            WHEREAS, the Company desires to provide as hereinafter set forth in this Deposit
Agreement, for the deposit of shares of Stock with the Depositary, as agent for the beneficial
owners of the Stock, for the purposes set forth in this Deposit Agreement and for the issuance
hereunder of the Receipts evidencing Depositary Shares representing an interest in the Stock so
deposited; and 


            WHEREAS, the Receipts are to be substantially in the form annexed as Exhibit A to this
Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter
provided in this Deposit Agreement.


            NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by
and among the parties hereto as follows:


ARTICLE I


DEFINITIONS


            The following definitions shall apply to the respective terms (in the singular and plural
forms of such terms) used in this Deposit Agreement and the Receipts:


            "Certificate of Designation" shall mean the certificate of designation establishing and
setting forth the rights, preferences, privileges and limitations of the Stock. 


            "Certificate of Incorporation" shall mean the certificate of incorporation of the Company,
as amended and restated from time to time.


            "Common Stock" shall mean the Company's common stock, par value $0.01 per share.


            "Company" shall mean ITLA Capital Corporation, a Delaware corporation, and its
successors. 


            "Corporate Office" shall mean the office of the Depositary in ___________,  __________
at which at any particular time its business in respect of matters  governed by this Deposit
Agreement shall be administered, which at the date of  this Deposit Agreement is located at
____________.


            "Deposit Agreement" shall mean this  agreement, as the same may be amended, modified
or supplemented from time to  time.


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            "Depositary" shall mean [DEPOSITARY BANK], as Depositary hereunder, and  any
successor as Depositary hereunder.


            "Depositary Share" shall mean the rights evidenced by the Receipts executed and
delivered hereunder, including the interests in Stock granted to holders of Receipts pursuant to
the terms and conditions of the Deposit Agreement. Each Depositary Share shall represent an
interest in ________ of a share of Stock deposited with the Depositary hereunder and the same
proportionate interest in any and all other property received by the Depositary in respect of such
share of Stock and held under this Deposit Agreement. Subject to the terms of this Deposit
Agreement, each record holder of a Receipt evidencing a Depositary Share or Shares is entitled,
proportionately, to all the rights, preferences and privileges of the Stock represented by such
Depositary Share or Shares, including the dividend, voting, distribution, redemption and
liquidation rights contained in the Certificate of Designation, and to the benefits of all obligations
and duties of the Company in respect of the Stock under the Certificate of Designation and the
Certificate of Incorporation. 


            "Depositary's Agent" shall mean an agent appointed by the Depositary as provided, and
for the purposes specified, in Section 7.5. 


            "New York Office" shall mean the facility maintained by the Depositary in the Borough
of Manhattan, The City of New York, for accepting, executing and delivering Receipts and other
instruments prior to processing such instruments at the Corporate Office, which facility at the
date of this Deposit Agreement is located at _______________________.


            "Receipt" shall mean a Depositary Receipt executed and delivered hereunder, in
substantially the form of Exhibit A hereto, evidencing a Depositary Share or Depositary Shares,
as the same may be amended from time to time in accordance with the provisions hereof. 


            "Record holder" or "Holder" as applied to a Receipt shall mean the person in whose name
a Receipt is registered on the books maintained by or on behalf of the Depositary for such
purpose. 


            "Registrar" shall mean any bank or trust company appointed to register ownership and
transfers of Receipts as herein provided. 


            "Securities Act" shall mean the Securities Act of 1933, as amended. 


            "Stock" shall mean shares of the Company's Series ____ Preferred Stock. 


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ARTICLE II


FORM OF RECEIPTS, DEPOSIT OF STOCK,
EXECUTION AND DELIVERY, TRANSFER, SURRENDER,
REDEMPTION AND CONVERSION OF RECEIPTS


            SECTION 2.1  Form and Transfer of Receipts.  Receipts shall be engraved or printed
or lithographed on steel-engraved  borders and 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 shall be executed by the Depositary by the manual
signature of a duly authorized signatory of the Depositary; provided, however, that such signature
may be a facsimile if a Registrar (other than the Depositary) shall have countersigned the
Receipts by manual signature of a duly authorized signatory of the Registrar.  No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed as provided in the preceding sentence. The Depositary shall
record on its books each Receipt executed as provided above and delivered as hereinafter
provided. Receipts bearing the facsimile signature of anyone who was at any time a duly
authorized officer of the Depositary shall bind the Depositary, notwithstanding that such officer
has ceased to hold such office prior to the delivery of such Receipts. 


            Receipts may be issued in denominations of any number of whole Depositary Shares. All
Receipts shall be dated the date of their issuance. 


            Receipts may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be
required by the Depositary or required to comply with any applicable law or regulation or with
the rules and regulations of any securities exchange or automated quotation system upon which
the Stock or the Depositary Shares may be listed or quoted 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 Stock or otherwise. 


            Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is
properly endorsed or accompanied by a properly executed instrument of transfer shall be
transferable by delivery with the same effect as in the case of a negotiable instrument; provided,
however, that the Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of determining the
person entitled to distributions of dividends or other distributions or to any notice provided for in
this Deposit Agreement and for all other purposes. 


            SECTION 2.2  Temporary Receipts.  Pending the preparation of definitive Receipts,
the Depositary may, upon written order of the Company, issue temporary Receipts substantially
identical to (and entitling the holders thereof to all the rights pertaining to) the definitive Receipts
but not in definitive form. Definitive Receipts will be prepared thereafter without unreasonable
delay, and such temporary Receipts will be exchangeable for definitive Receipts at the
Company's expense. 


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            SECTION 2.3  Deposit of Stock; Execution And Delivery of Receipts in Respect
Thereof.  Subject to the terms and conditions of this Deposit Agreement, the Company or any
holder of Stock may deposit such Stock under this Deposit Agreement by delivery to the
Depositary of a certificate or certificates for the Stock to be deposited, properly endorsed or
accompanied, if required by the Depositary, by a properly executed instrument of transfer in form
satisfactory to the Depositary, together with (a) all such certifications as may be required by the
Depositary in accordance with the provisions of this Deposit Agreement and (b) a written order
of the Company or such holder, as the case may be, 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 Depositary Shares representing such deposited Stock. 


            Upon receipt by the Depositary of a certificate or certificates for Stock to be deposited
hereunder, together with the other documents specified above, the Depositary shall, as soon as
transfer and registration can be accomplished, present such certificate or certificates to the
registrar and transfer agent of the Stock for transfer and registration in the name of the
Depositary or its nominee of the Stock being deposited. Deposited Stock shall be held by the
Depositary in an account to be established by the Depositary at the Corporate Office. 


            Upon receipt by the Depositary of a certificate or certificates for Stock to be deposited
hereunder, together with the other documents specified above, the Depositary, subject to the
terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order
of the person or persons named in the written order delivered to the Depositary referred to in the
first paragraph of this Section 2.3, a Receipt or Receipts for the number of whole Depositary
Shares representing the Stock so deposited and registered in such name or names as may be
requested by such person or persons. The Depositary shall execute and deliver such Receipt or
Receipts at the New York Office, except that, at the request, risk and expense of any person
requesting such delivery and for the account of such person, such delivery may be made at such
other place as may be designated by such person. In each case, delivery will be made only upon
payment by such person to the Depositary of all taxes and other governmental charges and any
fees payable in connection with such deposit and the transfer of the deposited Stock. 


            The Company shall deliver to the Depositary from time to time such quantities of
Receipts as the Depositary may request to enable the Depositary to perform its obligations under
this Deposit Agreement. 


            SECTION 2.4  Redemption, Conversion and Exchange of Stock.  Whenever the
Company shall elect or be required to redeem for cash or convert or exchange shares of Stock
into or for shares of Common Stock or other securities in accordance with the Certificate of
Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary
in its capacity as Depositary not less than 30 business days' prior notice of the proposed date of
the mailing of a notice of redemption, conversion or exchange of Stock and the simultaneous
redemption, conversion or exchange of the  Depositary Shares representing the Stock to be
redeemed,  converted or exchanged and of the number of such shares of Stock held by the
Depositary to be redeemed, converted or exchanged, as well as, in the case of redemption, the
applicable redemption price, as set forth in the Certificate of Designation, including the amount,
if any, of accrued and unpaid dividends (including, without limitation, accumulated dividends, if


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any, for prior dividend periods) to the date of such redemption. The Depositary shall, as directed
by the Company in writing, mail, first class postage prepaid, notice of the redemption, conversion
or exchange of Stock and the proposed simultaneous redemption, conversion or exchange of the
Depositary Shares representing the Stock to be redeemed, converted or exchanged, not less than
30 and not more than 60 days prior to the date fixed for redemption, conversion or exchange of
such Stock and Depositary Shares, to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, converted or exchanged, at the addresses of such holders as
the same appear on the records of the Depositary; provided, that if the effectiveness of a merger,
consolidation or other transaction makes it impracticable to provide at least 30 days' notice, the
Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such
notice shall also be published in the same manner as notices of redemption or conversion or
exchange of Stock are required to be published pursuant to the Certificate of Designation.
Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more
such holders nor any defect in any notice shall affect the sufficiency of the proceedings for
redemption, conversion or exchange. 


            The Company shall provide the Depositary with such notice, and each such notice shall
state: (a) the redemption, conversion or exchange date; (b) the number of Depositary Shares to be
redeemed, converted or exchanged; (c) if fewer than all the Depositary Shares held by any holder
are to be redeemed, converted or exchanged, the number of such Depositary Shares held by such
holder to be so redeemed, converted or exchanged; (d) in the case of a call for redemption, the
redemption price; (e) whether the Company is exercising any option to deliver shares of
Common Stock in lieu of any cash consideration if so permitted by the Certificate of Designation
and the formula to be used to calculate the number of such shares; (f) the place or places where
Receipts evidencing Depositary Shares to be redeemed, converted or exchanged are to be
surrendered for redemption, conversion or exchange; (g) whether the Company is depositing with
a bank or trust company on or before the redemption, conversion or exchange date, the cash,
shares of Common Stock or other securities payable or issuable by the Company and the
proposed date of such deposit; (h) the amount of accrued and unpaid dividends payable per share
of Stock to be redeemed, converted or exchanged to and including such redemption, conversion
or exchange date, as the case may be; and (i) that dividends in respect of the Stock represented by
the Depositary Shares to be redeemed, converted or exchanged will cease to accrue on such
redemption, conversion or exchange date (unless the Company shall default in delivering cash,
shares of Common Stock or other securities, if any, at the time and place specified in such
notice). 


            On the date of any such redemption, conversion or exchange, the Depositary shall
surrender the certificate or certificates held by the Depositary evidencing the number of shares of
Stock to be redeemed, converted or exchanged in the manner specified in the notice of
redemption, conversion or exchange of Stock provided by the Company pursuant to the
Certificate of Designation. The Depositary shall, thereafter, redeem, convert or exchange the
number of Depositary Shares representing such redeemed, converted or exchanged Stock upon
the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice
sent to record holders of Receipts; provided, that the Depositary shall have received, upon
surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds
sufficient in amount to pay the applicable redemption price to the holders of the Receipts


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evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a
sufficient quantity of shares of Common Stock or other securities to convert or exchange such
number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any
accrued and unpaid dividends payable with respect thereto to and including the date of any such
redemption, conversion or exchange.  In case fewer than all the outstanding Depositary Shares
are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or
exchanged shall be selected by lot or on a pro rata basis or by any equitable method as the
Company may decide.       


            Notice having been mailed by the Depositary as aforesaid, from and after the redemption,
conversion or exchange date (unless the Company shall have failed to redeem, convert or
exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of
the certificate or certificates therefor by the Depositary as described in the preceding paragraph),
the Depositary Shares called for redemption or subject to conversion or exchange shall be
deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such
Depositary Shares (except the right to receive the cash, shares of Common Stock or other
securities payable or issuable upon redemption, conversion or exchange upon surrender of such
Receipts) shall, to the extent of such Depositary Shares, cease and terminate.  Upon surrender in
accordance with said notice of the Receipts evidencing such Depositary Shares (properly
endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall
be redeemed or converted into or exchanged for shares of Common Stock or other securities at a
rate equal to ________________________. The foregoing shall be subject further to the terms
and conditions of the Certificate of Designation.  If fewer than all of the Depositary Shares
evidenced by a Receipt are called for redemption or subject to conversion or exchange, the
Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary,
together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to
conversion or exchange.


            To the extent that Depositary Shares are converted into or exchanged for shares of
Common Stock or other securities and all of such shares of Common Stock or other securities
cannot be distributed to the record holders of Receipts converted or exchanged without creating
fractional interests in such shares or other securities, the Depositary may, with the consent of the
Company, adopt such method as it deems equitable and practicable for the purpose of effecting
such distribution, including the sale (at public or private sale) of such shares of Common Stock
or other securities at such place or places and upon such terms as it may deem proper, and the net
proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for
distribution to such record holders that would otherwise receive fractional interests in such shares
of Common Stock or other securities. 


            The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a
period beginning at the opening of business 15 days next preceding any selection of Depositary
Shares and Stock to be redeemed, converted or exchanged and ending at the close of business on
the day of the mailing of notice of redemption, conversion or exchange of Depositary Shares or
(b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called


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or being called for redemption, in whole or in part, or subject to conversion or exchange except
as provided in the second preceding paragraph of this Section 2.4. 


            Any funds deposited by the Company with the Depositary for any Depositary Shares that
are not claimed after a period of two years from the date such funds are so deposited will be
returned to the Company. 


            SECTION 2.5  Register of Transfer of Receipts.  Subject to the terms and conditions
of this Deposit Agreement, the Depositary shall register on its books from time to time transfers
of Receipts upon any surrender thereof at the Corporate Office, the New York Office or such
other office as the Depositary may designate for such purpose, by the record holder in person or
by a duly authorized attorney, properly endorsed or accompanied by a properly executed
instrument of transfer, together with evidence of the payment of any transfer taxes as may be
required by law. Upon such surrender, 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 Depositary Shares evidenced by the Receipt or Receipts surrendered. 


            SECTION 2.6  Combination And Split-ups of Receipts.  Upon surrender of a Receipt
or Receipts at the Corporate Office, the New York Office or such other office as the Depositary
may designate for the purpose of effecting a split-up or combination of Receipts, subject to the
terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new
Receipt or Receipts in the authorized denominations  requested evidencing the same aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered; provided,
however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary
Share. 


            SECTION 2.7  Surrender of Receipts And Withdrawal of Stock.  Any holder of a
Receipt or Receipts may withdraw any or all of the Stock (but only in whole shares of Stock)
represented by the Depositary Shares evidenced by such Receipts and all money and other
property, if any, represented by such Depositary Shares by surrendering such Receipt or Receipts
at the Corporate Office, the New York Office or at such other office as the Depositary may
designate for such withdrawals.  After such surrender, without unreasonable delay, the
Depositary shall deliver to such holder, or to the person or persons designated by such holder as
hereinafter provided, the whole number of shares of Stock and all such money and other
property, if any, represented by the Depositary Shares evidenced by the Receipt or Receipts so
surrendered for withdrawal, but, except as provided below in this Section 2.7, holders of such
whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive
Depositary Shares therefor.  If the Receipt or Receipts delivered by the holder to the Depositary
in connection with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of whole Depositary Shares representing the whole number of shares of Stock to be
withdrawn, the Depositary shall at the same time, in addition to such whole number of shares of
Stock and such cash and other property, if any, to be withdrawn, deliver to such holder, or
(subject to Section 2.5) upon his order, a new Receipt or Receipts evidencing such excess
number of whole Depositary Shares. Delivery of the Stock and such cash and other property
being withdrawn may be made by the delivery of such certificates, documents of title and other


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instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall
be properly endorsed or accompanied by proper instruments of transfer.  


            If the Stock and the money and other property being withdrawn are to be delivered to a
person or persons other than the record holder of the Receipt or Receipts being surrendered for
withdrawal of Stock, such holder shall execute and deliver to the Depositary a written order so
directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered
by such holder for withdrawal of such shares of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank and that the signature on
such instrument of transfer be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange
Act of 1934, as amended. 


            The Depositary shall deliver the Stock and the money and other property, if any,
represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal, without
unreasonable delay, at the office at which such Receipts were surrendered, except that, at the
request, risk and expense of the holder surrendering such Receipt or Receipts and for the account
of the holder thereof, such delivery may be made, without unreasonable delay, at such other place
as may be designated by such holder. 


            SECTION 2.8  Limitations on Execution And Delivery, Transfer, Split-up,
Combination, Surrender And Exchange of Receipts And Withdrawal or Deposit of Stock.
As a condition precedent to the execution and delivery, registration of transfer, split-up,
combination, surrender or exchange of any Receipt, the delivery of any distribution thereon or the
withdrawal or deposit of Stock, the Depositary, any of the Depositary's Agents or the Company
may require any or all of the following: (a) payment to it of a sum sufficient for the payment (or,
in the event that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any tax or other governmental charge with respect thereto (including any
such tax or charge with respect to the Stock being deposited or withdrawn or with respect to the
Common Stock or other securities or property of the Company being issued upon conversion or
exchange; (b) production of proof satisfactory to it as to the identity and genuineness of any
signature; and (c) compliance with such reasonable regulations, if any, as the Depositary or the
Company may establish not inconsistent with the provisions of this Deposit Agreement. 


            The deposit of Stock may be refused, the delivery of Receipts against Stock or the
registration of transfer, split-up, combination, surrender or exchange of outstanding Receipts and
the withdrawal of deposited Stock may be suspended (a) during any period when the register of
shareholders of the Company is closed, (b) if any such action is deemed necessary or advisable
by the Depositary, any of the Depositary's Agents or the Company at any time or from time to
time because of any requirement of law or of any government or governmental body or
commission, or under any provision of this Deposit Agreement, or (c) with the approval of the
Company, for any other reason. Without limitation of the foregoing, the Depositary shall not
knowingly accept for deposit under this Deposit Agreement any shares of Stock that are required
to be registered under the Securities Act unless a registration statement under the Securities Act
is in effect as to such shares of Stock. 


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            SECTION 2.9 Lost Receipts, etc.  In case any Receipt shall be mutilated or destroyed or
lost or stolen, the Depositary shall execute and deliver a Receipt of like form and tenor in
exchange and substitution for such mutilated Receipt or in lieu of and in substitution for such
destroyed, lost or stolen Receipt unless the Depositary has notice that such Receipt has been
acquired by a bona fide purchaser; provided, however, that the holder thereof provides the
Depositary with (a) evidence satisfactory to the Depositary of such destruction, loss or theft of
such Receipt, of the authenticity thereof and of his ownership thereof, (b) reasonable
indemnification satisfactory to the Depositary or the payment of any charges incurred by the
Depositary in obtaining insurance in lieu of such indemnification and (c) payment of any expense
(including fees, charges and expenses of the Depositary) in connection with such execution and
delivery. 


            SECTION 2.10  Cancellation And Destruction of Surrendered Receipts.  All
Receipts surrendered to the Depositary or any Depositary's Agent shall be cancelled by the
Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized to
destroy such Receipts so cancelled.  


ARTICLE III


CERTAIN OBLIGATIONS OF HOLDERS
OF RECEIPTS AND THE COMPANY


            SECTION 3.1  Filing Proofs, Certificates And Other Information.  Any person
presenting Stock for deposit or any holder of a Receipt may be required from time to time to file
such proof of residence or other information, to execute such certificates and to make such
representations and warranties as the Depositary or the Company may reasonably deem necessary
or proper. The Depositary or the Company may withhold or delay the delivery of any Receipt, the
registration of transfer, redemption, conversion or exchange of any Receipt, the withdrawal of the
Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any
dividend or other distribution until such proof or other information is filed, such certificates are
executed or such representations and warranties are made. 


            SECTION 3.2  Payment of Taxes or Other Governmental Charges.  If any tax or
other governmental charge shall become payable by or on behalf of the  Depositary with respect
to (a) any Receipt, (b) the Depositary Shares evidenced by such Receipt, (c) the Stock (or
fractional interest therein) or other property represented by such Depositary Shares, or (d) any
transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes,
if any) or governmental charge shall be payable by the holder of such Receipt, who shall pay the
amount thereof to the Depositary. Until such payment is made, registration of transfer of any
Receipt or any split-up or combination thereof or any withdrawal of the Stock or money or other
property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused,
any dividend or other distribution may be withheld and any part or all of the Stock or other
property (including Common Stock or other securities received in connection with a conversion
or exchange of Stock) represented by the Depositary Shares evidenced by such Receipt may be
sold for the account of the holder thereof (after attempting by reasonable means to notify such
holder prior to such sale).  Any dividend or other distribution so withheld and the proceeds of any


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such sale may be applied to any payment of such tax or other governmental charge, the holder of
such Receipt remaining liable for any deficiency. 


            SECTION 3.3  Withholding.  The Depositary shall act as the tax withholding agent for
any payments, distributions and exchanges made with respect to the Depositary Shares and
Receipts, and the Stock, Common Stock or other securities or assets represented thereby
(collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities
for the timely (a) collection and deposit of any required withholding or backup withholding tax,
and (b) filing of any information returns or other documents with federal (and other applicable)
taxing authorities. 


            SECTION 3.4  Representations And Warranties as to Stock.  In the case of the initial
deposit of the Stock, the Company and, in the case of subsequent deposits thereof, each person so
depositing Stock under this Deposit Agreement shall be deemed thereby to represent and warrant
that such Stock and each certificate therefor are valid and that the person making such deposit is
duly authorized to do so. Such representations and warranties shall survive the deposit of the
Stock and the issuance of Receipts therefor.


ARTICLE IV


THE STOCK, NOTICES


            SECTION 4.1  Cash Distributions.  Whenever the Depositary shall receive any cash
dividend or other cash distribution on the Stock, the Depositary shall, subject to Section 3.2,
distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such
amounts of such sums as are, as nearly as practicable, in proportion to the respective numbers of
Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in
case the Company or the Depositary shall be required by law to withhold and does withhold from
any cash dividend or other cash distribution in respect of the Stock an amount on account of
taxes, the amount made available for distribution or distributed in respect of Depositary Shares
shall be reduced accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed without attributing to any
owner of Depositary Shares a fraction of one cent and any balance not so distributable shall be
held by the Depositary (without liability for interest thereon) and shall be added to and be treated
as part of the next sum received by the Depositary for distribution to record holders of Receipts
then outstanding. 


            SECTION 4.2  Distributions Other Than Cash.  Whenever the Depositary shall
receive any distribution other than cash, upon the Stock, the Depositary shall, subject to Section
3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such
amounts of the securities or property received by it as are, as nearly as practicable, in proportion
to the respective  numbers of Depositary Shares evidenced by the Receipts held by such holders,
in any manner that the Depositary and the Company may deem equitable and practicable for
accomplishing such distribution. If, in the opinion of the Depositary after consultation with the
Company, such distribution cannot be made proportionately among such record holders, or if for
any other reason (including any tax withholding or securities law requirement), the Depositary


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deems, after consultation with the Company, such distribution not to be feasible, the Depositary
may, with the approval of the Company, adopt such method as it deems equitable and practicable
for the purpose of effecting such distribution, including the sale (at public or private sale) of the
securities or property thus received, or any part thereof, at such place or places and upon such
terms as it may deem proper.  The net proceeds of any such sale shall, subject to Section 3.2, be
distributed or made available for distribution, as the case may be, by the Depositary to record
holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash.


            SECTION 4.3  Subscription Rights, Preferences or Privileges.  If the Company shall
at any time offer or cause to be offered to the persons in whose names Stock is registered on the
books of the Company any rights, preferences or privileges to subscribe for or to purchase any
securities or any rights, preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to the record holders
of Receipts in such manner as the Company shall instruct (including by the issue to such record
holders of warrants representing such rights, preferences or privileges); provided, however, that
(a) if at the time of issue or offer of any such rights, preferences or privileges the Company
determines and instructs the Depositary that it is not lawful or feasible to make such rights,
preferences or privileges available to some or all holders of Receipts (by the issue of warrants or
otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to
exercise such rights, preferences or privileges, the Depositary shall then, in each case, and if
applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights,
preferences or privileges of such holders at public or private sale, at such place or places and
upon such terms as it may deem proper. The net proceeds of any such sale shall be distributed by
the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.1 in the
case of a distribution received in cash.


            If registration under the Securities Act of the securities to which any rights, preferences or
privileges relate is required in order for holders of Receipts to be offered or sold such securities,
the Company shall promptly file a registration statement pursuant to the Securities Act with
respect to such securities and use its best efforts and take all steps available to it to cause such
registration statement to become effective sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights, preferences or privileges.
In no event shall the Depositary make available to the holders of Receipts any right, preference or
privilege to subscribe for or to purchase any securities unless and until such registration
statement shall have become effective or unless the offering and sale of such securities to such
holders are exempt from registration under the provisions of the Securities Act.


            If any other action under the law of any jurisdiction or any governmental  or
administrative authorization, consent or permit is required in order for such rights, preferences or
privileges to be made available to holders of Receipts, the Company agrees with the Depositary
that the Company will use its  reasonable best efforts to take such action or obtain such
authorization,  consent or permit sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights, preferences or privileges.


            SECTION 4.4  Notice of Dividends, Fixing of Record Date For Holders of Receipts.
Whenever (a) any cash dividend or other cash distribution shall become payable, or any


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distribution other than cash shall be made, or any rights, preferences or privileges shall at any
time be offered, with respect to the Stock, or (b) the Depositary shall receive notice of any
meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled
to notice or of the mandatory conversion or exchange of, or any election on the part of the
Company to call for the redemption of, any shares of Stock, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date fixed by the Company
with respect to the Stock) for the determination of the holders of Receipts (i) who shall be
entitled to receive such dividend, distribution, rights, preferences or privileges or the net
proceeds of the sale thereof, or (ii) who shall be entitled to give instructions for the exercise of
voting rights at any such meeting or to receive notice of such meeting or of such conversion,
exchange or redemption.


            SECTION 4.5  Voting Rights.  Upon receipt of notice of any meeting at which the
holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail
to the record holders of Receipts a notice, which shall be provided by the Company and which
shall contain (a) such information as is contained in such notice of meeting, (b) a statement that
the holders of Receipts at the close of business on a specified record date fixed pursuant to
Section 4.4 will be entitled, subject to any applicable provision of law, the Certificate of
Incorporation or the Certificate of Designation, to instruct the Depositary as to the exercise of the
voting rights pertaining to the Stock represented by their respective Depositary Shares and (c) a
brief statement as to the manner in which such instructions may be given. Upon the written
request of a holder of a Receipt on such record date, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the Stock represented by the Depositary Shares evidenced
by such Receipt in accordance with the instructions set forth in such request. The Company
hereby agrees to take all reasonable action that may be deemed necessary by the Depositary in
order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence
of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to
the extent of the Stock represented by the Depositary Shares evidenced by such Receipt. 


            SECTION 4.6   Changes Affecting Stock and Reclassifications, Recapitalizations,
Etc.  Upon any split-up, consolidation or any other reclassification of Stock, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company
or to which it is a party (other than a merger or consolidation which calls for separate treatment
under the Certificate of Designation) or sale of all or substantially all of the Company's assets,
the Depositary shall treat any shares of stock or other securities or property (including cash) that
shall be received by the Depositary in exchange for or upon conversion of or in respect of the
Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding
shall thenceforth represent the proportionate interests of holders thereof in the new deposited
property so received in exchange for or upon conversion or in respect of such Stock. In any such
case the Depositary may, in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for
new Receipts specifically describing such new deposited property.


            SECTION 4.7  Reports.  The Depositary shall make available for inspection by holders
of Receipts at the Corporate Office, the New York Office and at such other places as it may from


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time to time deem advisable during normal business hours any reports and communications
received from the Company that are received by the Depositary as the holder of Stock. 


            SECTION 4.8  Lists of Receipt Holders.  Promptly upon request from time to time by
the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses
and holdings of Depositary Shares of all persons in whose names Receipts are registered on the
books of the Depositary. At the expense of the Company, the Company shall have the right to
inspect transfer and registration records of the Depositary, any Depositary's Agent or the
Registrar, take copies thereof and require the Depositary, any Depositary's Agent or the Registrar
to supply copies of such portions of such records as the Company may request.


ARTICLE V


THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
THE REGISTRAR AND THE COMPANY


            SECTION 5.1  Maintenance of Offices, Agencies, Transfer Books by the Depositary;
the Registrar.  Upon execution of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain (a) at the New York Office facilities for the execution and delivery,
registration, registration of transfer, surrender and exchange, split-up, combination, redemption
and conversion of Receipts and deposit and withdrawal of Stock and (b) at the Corporate Office
and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration,
registration of transfer, surrender and exchange, split-up, combination, conversion and
redemption of Receipts and deposit and withdrawal of Stock, all in accordance with the
provisions of this Deposit Agreement. 


            The Depositary shall keep books at the Corporate Office for the registration and transfer
of Receipts, which books at all reasonable times shall be open for inspection by the record
holders of Receipts; provided that any such holder requesting to exercise such right shall certify
to the Depositary that such inspection shall be for a proper purpose reasonably related to such
person's interest as an owner of Depositary Shares. The Depositary shall consult with the
Company upon receipt of any request for inspection. The Depositary may close such books, at
any time or from time to time, when deemed expedient by it in connection with the performance
of its duties hereunder.


            If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by
such Depositary Shares shall be listed on one or more stock exchanges or automated quotation
systems, the Depositary shall, with the approval of the Company, appoint a Registrar for registry
of such Receipts or Depositary Shares in accordance with the requirements of such exchange or
automated quotation system. Such Registrar (which may be the Depositary if so permitted by the
requirements of such exchange or automated quotation system) may be removed and a substitute
registrar appointed by the Depositary upon the request or with the approval of the Company. In
addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more stock
exchanges or automated quotation systems, the Depositary will, at the request of the Company,
arrange such facilities for the delivery, registration, registration of transfer, surrender and
exchange, split- up, combination, redemption or conversion of such Receipts, such Depositary


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Shares or such Stock as may be required by law or the rules of the applicable stock exchange or
automated quotation system. 


            SECTION 5.2  Prevention or Delay in Performance by The Depositary, The
Depositary's Agents, The Registrar or The Company.  Neither the Depositary nor any
Depositary's Agent nor the Registrar nor the Company shall incur any liability to any holder of
any Receipt, if by reason of any provision of any present or future law or regulation or, in the
case of the Depositary, the Registrar or any Depositary's Agent, by reason of any provision,
present or future, of the Certificate of Incorporation or the Certificate of Designation or, in the
case of the Company, the Depositary, the Registrar or any Depositary's Agent, by reason of any
act of God or war or other circumstances beyond the control of the relevant party, the Depositary,
any Depositary's Agent, the Registrar or the Company shall be prevented or forbidden from doing
or performing any act or thing that the terms of this Deposit Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary's Agent, the Registrar or the Company incur
any liability to any holder of a Receipt (a) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement
provide shall or may be done or performed, or (b) by reason of any exercise of, or failure to
exercise, any discretion provided for in this Deposit Agreement except, in the case of the
Depositary, any Depositary's Agent or the Registrar, if any such exercise or failure to exercise
discretion is caused by its negligence or bad faith. 


            SECTION 5.3  Obligations of the Depositary, the Depositary's Agents, the Registrar
and the Company.  The Company assumes no obligation and shall be subject to no liability
under this Deposit Agreement or the Receipts to holders or other persons, except to perform in
good faith such obligations as are specifically set forth and undertaken by it to perform in this
Deposit  Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes
no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to
holders or other persons, except to perform in good faith such obligations as are specifically set
forth and undertaken by it to perform in this Deposit Agreement without negligence. 


            Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company
shall be under any obligation to appear in, prosecute or defend any action, suit or other
proceeding with respect to Stock, Depositary Shares or Receipts that in its opinion may involve it
in expense or liability, unless indemnity satisfactory to it against all expense and liability be
furnished as often as may be required. 


            Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company
shall be liable for any action or any failure to act by it in reliance upon the advice of or
information from legal counsel, accountants, any person presenting Stock for deposit, any holder
of a Receipt or any other person believed by it in good faith to be competent to give such advice
or information.  The Depositary, any Depositary's Agent, the Registrar and the Company may
each rely and shall each be protected in acting upon any written notice, request, direction or other
document believed by it to be genuine and to have been signed or presented by the proper party
or parties.


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            The Depositary, the Registrar and any Depositary's Agent may own and deal in any class
of securities of the Company and its affiliates and in Receipts or Depositary Shares.  The
Depositary may also act as transfer agent or registrar of any of the securities of the Company and
its affiliates.


            It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to
be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock or other
securities issued upon conversion or exchange of the Stock under the federal securities laws or
applicable state securities laws, it being expressly understood and agreed that the Depositary and
any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock;
provided, however, that the Depositary agrees to comply with all information reporting and
withholding requirements applicable to it under law or this Deposit Agreement in its capacity as
Depositary.


            Neither the Depositary (or its officers, directors, employees or agents) nor any
Depositary's Agent makes any representation or has any responsibility as to the validity of the
Registration Statement pursuant to which the Depositary Shares are registered under the
Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein,
or as to the correctness of any statement made therein or herein; provided, however, that the
Depositary is responsible for its representations in this Deposit Agreement. 


            The Depositary assumes no responsibility for the correctness of the description that
appears in the Receipts, which can be taken as a statement of the Company summarizing certain
provisions of this Deposit Agreement.  Notwithstanding any other provision herein or in the
Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or
sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary
Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the
Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to
the Depositary Shares except that the Depositary hereby represents and warrants as follows: (a)
the Depositary has been duly organized and is validly existing and in good standing under the
laws of the State of ____________, with full power, authority and legal right under such law to
execute, deliver and carry out the terms of this Deposit Agreement; (b) this Deposit Agreement
has been duly authorized, executed and delivered by the Depositary; and (c) this Deposit
Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the
Depositary in accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors'
rights generally and except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law). The
Depositary shall not be accountable for the use or application by the Company of the Depositary
Shares or the Receipts or the proceeds thereof.


            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 via registered mail of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and its acceptance of
such appointment as hereinafter provided. 


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            The Depositary may at any time be removed by the Company by written notice of such
removal delivered to the Depositary, such removal to take effect upon the appointment of a
successor depositary and its acceptance of such appointment as hereinafter provided. 


            In case at any time the Depositary acting hereunder shall resign or be removed, the
Company shall, within 90 days after the delivery of the notice of resignation or removal, as the
case may be, appoint a successor depositary, which shall be a bank or trust company, or an
affiliate of a bank or trust company, having its principal office in the United States of America
and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall
not have been appointed in 90 days, the resigning or removed Depositary may petition a court of
competent jurisdiction to appoint a successor depositary. 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 and
for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor,
upon payment of all sums due it and on the written request of the Company, shall promptly
execute and deliver an instrument transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the
Stock and any moneys or property held hereunder to such successor and shall deliver to such
successor a list of the record holders of all outstanding Receipts. Any successor depositary shall
promptly mail notice of its appointment to the record holders of Receipts. 


            Any corporation into or with which the Depositary may be merged, consolidated or
converted shall be the successor of such Depositary without the execution or filing of any
document or any further act. Such successor depositary may execute the Receipts either in the
name of the predecessor depositary or in the name of the successor depositary.  


            SECTION 5.5  Corporate Notices and Reports.  The Company agrees that it will
deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the
record holders of Receipts, in each case at the address recorded in the Depositary's books, copies
of all notices and reports (including financial statements) required by law, by the rules of any
national securities exchange or automated quotation system upon which the Stock, the
Depositary Shares or the Receipts are listed or by the Certificate of Incorporation and the
Certificate of Designation to be furnished by the Company to holders of Stock. Such
transmission will be at the Company's expense and the Company will provide the Depositary
with such number of copies of such documents as the Depositary may reasonably request. In
addition, the Depositary will transmit to the record holders of Receipts at the Company's expense
such other documents as may be requested by the Company. 


            SECTION 5.6  Deposit of Stock by the Company.  The Company agrees with the
Depositary that neither the Company nor any company controlled by the Company will at any
time deposit any Stock if such Stock is required to be registered under the provisions of the
Securities Act and no registration statement is at such time in effect as to such Stock. 


            SECTION 5.7  Indemnification by the Company.  The Company agrees to indemnify
the Depositary, any Depositary's Agent and any Registrar against, and hold each of them


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harmless from, any liability, costs and expenses (including reasonable fees and expenses of
counsel) that may arise out of or in connection with its acting as Depositary, Depositary's Agent
or Registrar, respectively, under this Deposit Agreement and the Receipts, except for any liability
arising out of negligence, bad faith or willful  misconduct on the part of any such person or
persons. 


            SECTION 5.8  Fees, Charges and Expenses.  No fees, charges and expenses of the
Depositary or any Depositary's Agent hereunder or of any Registrar shall be payable by any
person other than the Company, except for any taxes and  other governmental charges and except
as provided in this Deposit Agreement. If, at the request of a holder of a Receipt, the Depositary
incurs fees, charges or expenses for which it is not otherwise liable hereunder, such holder or
other person will be liable for such fees, charges and expenses. All other fees, charges and
expenses of the Depositary and any Depositary's Agent hereunder and of any Registrar
(including, in each case, reasonable fees and expenses of counsel) incident to the performance of
their respective obligations hereunder will be paid from time to time upon consultation and
agreement between the Depositary and the Company as to the amount and nature of such fees,
charges and expenses. 


ARTICLE VI


AMENDMENT AND TERMINATION


            SECTION 6.1  Amendment.  The form of the Receipts and any provision of this
Deposit Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect that they may deem necessary or desirable.  Any
amendment that shall materially and adversely alter the rights of the holders of Receipts shall not
become effective as to outstanding Receipts until such amendment is approved by the holders of
at least a majority of the Depositary Shares then outstanding. Every holder of an outstanding
Receipt at the time any such amendment becomes effective shall be deemed, by continuing to
hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit
Agreement as amended thereby.  In no event shall any amendment impair the right, subject to the
provisions of Sections 2.4, 2.7 and 2.8 and Article III, of any owner of any Depositary Shares to
surrender the Receipt evidencing such Depositary Shares with instructions to the Depositary to
deliver to the holder the Stock and all money and other property, if any, represented thereby,
except in order to comply with mandatory provisions of applicable law. 


            SECTION 6.2  Termination.  Whenever so directed by the Company, the Depositary
will terminate this Deposit Agreement by mailing notice of such termination to the record
holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for
such termination. Following such termination, the Depositary shall deliver or make available for
delivery to holders of Receipts, upon surrender of such Receipts evidencing Depositary Shares,
such number of whole or fractional shares of the Stock as are represented by the Depositary
Shares. 


            This Deposit Agreement shall automatically terminate after all outstanding Depositary
Shares have been withdrawn, redeemed or converted into or exchanged for Common Stock or


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other securities or there has been a final distribution in respect of the Stock in connection with
any liquidation, dissolution or winding up of the Company and such distribution has been
distributed to the holders of the Receipts. 


            If any Receipts shall remain outstanding after the date of termination of this Deposit
Agreement, the Depositary thereafter shall discontinue the transfer of Receipts, shall suspend the
distribution of dividends to the holders thereof and shall not give any further notices (other than
notice of such termination) or perform any further acts under this Deposit Agreement, except as
provided below and that the Depositary shall continue to collect dividends and other distributions
pertaining to Stock, shall sell rights, preferences or privileges as provided in this Deposit
Agreement and shall continue to deliver the Stock and any money and other property represented
by Receipts, without liability for interest thereon, upon surrender thereof by the holders thereof.
At any time after the expiration of two years from the date of termination, the Depositary may
sell Stock then held hereunder at public or private sale, at such places and upon such terms as it
deems proper and may thereafter hold in a segregated account the net proceeds of any such sale,
together with any money and other property held by it hereunder, without liability for interest, for
the benefit, pro rata in accordance with their holdings, of the holders of Receipts that have not
heretofore been surrendered. After making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement except to account for such net proceeds and money and
other property.  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, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8.  


ARTICLE VII


MISCELLANEOUS


            SECTION 7.1  Counterparts.  This Deposit Agreement may be executed by the
Company and the Depositary in separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed an original, but all such counterparts taken together
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Deposit Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Deposit Agreement. Copies of this Deposit Agreement shall be filed
with the Depositary and the Depositary's Agents and shall be open to inspection during business
hours at the Corporate Office and the New York Office and the respective offices of the
Depositary's Agents, if any, by any holder of a Receipt.  


            SECTION 7.2  Exclusive Benefits of Parties.  This Deposit Agreement is for the
exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be
deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.  


            SECTION 7.3  Invalidity of Provisions.  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. 


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            SECTION 7.4  Notices.  Any notices to be given to the Company hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if personally delivered
or sent by mail, or by telegram or telex or telecopier confirmed by letter, addressed to the
Company at 888 Prospect Street, Suite 110, La Jolla, California 92037, Attention: Chief
Financial Officer, or at any other place to which the Company may have transferred its principal
executive office. 


            Any notices to be given to the Depositary hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by
telegram or telex or telecopier confirmed by letter, addressed to the Depositary at the Corporate
Office. 


            Any notices given to any record holder of a Receipt hereunder or under the Receipts shall
be in writing and shall be deemed to have been duly given if personally delivered or sent by mail,
or by telegram or telex or telecopier confirmed by letter, addressed to such record holder at the
address of such record holder as it appears on the books 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 designated in such request. 


            Delivery of a notice sent by mail, or by telegram or telex or telecopier shall be deemed to
be effected at the time when a duly addressed letter containing the same (or a duly addressed
letter confirming an earlier notice in the case of a telegram or telex or telecopier message) is
deposited, postage prepaid, in a post office letter box. The Depositary or the Company may,
however, act upon any telegram or telex or telecopier message received by it from the other or
from any holder of a Receipt, notwithstanding that such telegram or telex or telecopier message
shall not subsequently be confirmed by letter as aforesaid. 


            SECTION 7.5  Depositary's Agents.  The Depositary may, with the approval of the
Company which approval shall not be  unreasonably withheld, from time to time appoint one or
more Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit
Agreement and may vary or terminate the appointment of such Depositary's Agents. 


            SECTION 7.6  Holders of Receipts are Parties.  Notwithstanding that holders of
Receipts have not executed and delivered this Deposit Agreement or any counterpart thereof, the
holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement
and shall be bound by all of the terms and conditions, and be entitled to all of the benefits, hereof
and of the Receipts by acceptance of delivery of Receipts.  


            SECTION 7.7 Governing Law.  This Deposit Agreement and the receipts and all
rights hereunder and thereunder and provisions hereof and thereof shall be governed by,
and construed in accordance with, the laws of the State of New York.


            SECTION 7.8  Headings.  The headings of articles and sections in this Deposit
Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for
convenience only and are not to be regarded as a part of this Deposit Agreement or to have any
bearing upon the meaning or interpretation of any provision contained herein or in the Receipts. 


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            IN WITNESS WHEREOF, ITLA Capital Corporation and [DEPOSITARY BANK] have
duly executed this Deposit Agreement as of the day and year first above set forth and all holders
of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts
issued in accordance with the terms hereof. 


		ITLA CAPITAL CORPORATION



By     ______________________________
Name:  ______________________________
Title: ______________________________

[DEPOSITARY BANK]

By:    ______________________________
Name:  ______________________________
Title: ______________________________










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EXHIBIT A


DEPOSITARY RECEIPT FOR DEPOSITARY
SHARES EACH REPRESENTING __________
OF A SHARE OF SERIES ____ PREFERRED STOCK
OF
ITLA CAPITAL CORPORATION

(Incorporated under the Laws of the State of Delaware)


No.


            [DEPOSITARY BANK] (the "Depositary") hereby certifies that ___________ is the
registered owner of ____________ Depositary Shares (the "Depositary Shares"), each Depositary
Share representing ___________ of a share of _____________ Preferred Stock (the "Stock") of
ITLA Capital Corporation, a corporation duly organized and existing under the laws of the State
of Delaware (the "Company"), and the same proportionate interest in any and all other property
received by the Depositary in respect of such shares of Stock and held by the Depositary under
the Deposit Agreement (as defined below). Subject to the terms of the Deposit Agreement, each
owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and
privileges of the Stock represented thereby, including the dividend, voting, liquidation and other
rights contained in the Certificate of Designation establishing the rights, preferences, privileges
and limitations of the Stock (the "Certificate of Designation"), copies of which are on file at the
office of the Depositary at which at any particular time its business in respect of matters
governed by the Deposit Agreement shall be administered, which at the time of the execution of
the Deposit Agreement is located at _____________, (the "Corporate Office").  This Depositary
Receipt ("Receipt") shall not be entitled to any benefits under the Deposit Agreement or be valid
or obligatory for any purpose unless this Receipt shall have been executed manually or, if a
Registrar for the Receipts (other than the Depositary) shall have been appointed, by facsimile by
the Depositary by the signature of a duly authorized signatory and, if executed by facsimile
signature of the Depositary, shall have been countersigned manually by such Registrar by the
signature of a duly authorized signatory. 


THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED
STOCK.  THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS
OF THE DESCRIPTION SET FORTH IN THIS RECEIPT, WHICH CAN BE TAKEN AS A
STATEMENT OF THE COMPANY SUMMARIZING CERTAIN PROVISIONS OF THE
DEPOSIT AGREEMENT. UNLESS EXPRESSLY SET FORTH IN THE DEPOSIT
AGREEMENT, THE DEPOSITARY MAKES NO WARRANTIES OR REPRESENTATIONS
AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY STOCK AT ANY
TIME DEPOSITED WITH THE DEPOSITARY UNDER THE DEPOSIT AGREEMENT OR
OF THE DEPOSITARY SHARES, AS TO THE VALIDITY OR SUFFICIENCY OF THE
DEPOSIT AGREEMENT, AS TO THE VALUE OF THE DEPOSITARY SHARES OR AS TO
ANY RIGHT, TITLE OR INTEREST OF THE RECORD HOLDERS OF THE DEPOSITARY
RECEIPTS IN AND TO THE DEPOSITARY SHARES.

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            The Company will furnish to any holder of this Receipt without charge, upon request
addressed to its executive office, a full statement of the designation, relative rights, preferences
and limitations of the shares of each authorized class, and of each class of preferred stock
authorized to be issued, so far as the same may have been fixed, and a statement of the authority
of the Board of Directors of the Company to designate and fix the relative rights, preferences and
limitations of other classes.


            This Receipt is continued on the reverse hereof and the additional provisions therein set
forth for all purposes have the same effect as if set forth at this place.  


Dated:		



            [DEPOSITORY BANK]



            ___________________________


By:        Authorized Signatory







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[FORM OF REVERSE
OF DEPOSITARY RECEIPT]


            1.	The Deposit Agreement.  Depositary Receipts (the "Receipts"), of which this
Receipt is one, are made available upon the terms and conditions set forth in the Deposit
Agreement, dated as of ________________, ___________ (the "Deposit Agreement"), among
the Company, the Depositary and all holders from time to time of Receipts. The Deposit
Agreement (copies of which are on file at the Corporate Office, the office maintained by the
Depositary in the Borough of Manhattan, The City of New York, which at the time of the
execution of the Deposit Agreement is located at ___________________ (the "New York
Office") and at the office of any agent of the Depositary) sets forth the rights of holders of
Receipts and the rights and duties of the Depositary. The statements made on the face and the
reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are
subject to the detailed provisions thereof, to which reference is hereby made. In the event of any
conflict between the provisions of this Receipt and the provisions of the Deposit Agreement, the
provisions of the Deposit Agreement will govern. 


            2.	Definitions. Unless otherwise expressly herein provided, all defined  terms used
herein shall have the meanings ascribed thereto in the Deposit  Agreement. 


            3.	Redemption, Conversion and Exchange of Stock. Whenever the Company shall
elect or be required to redeem for cash or convert or exchange shares of Stock into or for shares
of Common Stock or other securities in accordance with the Certificate of Designation, it shall
(unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as
Depositary not less than 30 business days' prior notice of the proposed date of the mailing of a
notice of redemption, conversion or exchange of Stock and the simultaneous redemption,
conversion or exchange of the Depositary Shares representing the Stock to be redeemed,
converted or exchanged and of the number of such shares of Stock held by the Depositary to be
redeemed, converted or exchanged, as well as, in the case of redemption, the applicable
redemption price, as set forth in the Certificate of Designation, including the amount, if any, of
accrued and unpaid dividends (including, without limitation, accumulated dividends, if any, for
prior dividend periods) to the date of such redemption. The Depositary shall, as directed by the
Company in writing, mail, first  class postage prepaid, notice of the redemption, conversion or
exchange of Stock and the proposed simultaneous redemption, conversion or exchange of
Depositary Shares representing the Stock to be redeemed, converted or exchanged, not less than
30 and not more than 60 days prior to the date fixed for redemption, conversion or exchange of
such Stock and Depositary Shares, to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, converted or exchanged, at the addresses of such holders as
the same appear on the records of the Depositary; provided, that if the effectiveness of a merger,
consolidation or other transaction makes it impracticable to provide at least 30 days' notice, the
Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such
notice shall also be published in the same manner as notices of  redemption, conversion or
exchange of the Stock are required to be published pursuant to the Certificate of Designation. On
the date of any such redemption, conversion or exchange, the Depositary shall surrender the
certificate or certificates held by the Depositary evidencing the number of shares of Stock to  be
redeemed, converted or exchanged in the manner specified in the notice of redemption,
conversion or exchange of Stock provided by the Company pursuant to the Certificate of


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Designation.  The Depositary shall, thereafter, redeem, convert or exchange the number of
Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender
of Receipts evidencing such Depositary Shares in the  manner provided in the notice sent to
record holders of Receipts; provided, that the Depositary shall have received, upon surrendering
such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in
amount to pay the applicable redemption price to the holders of the Receipts evidencing the
Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient
quantity of shares of Common Stock or other securities to convert or exchange such number of
Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and
unpaid dividends payable with respect thereto to and including the date of any such redemption,
conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be
redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or
exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the
Company may decide. 


            Notice having been mailed and published as aforesaid, from and after the redemption,
conversion or exchange date (unless the Company shall have failed to redeem, convert or
exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of
the certificate or certificates therefor by the Depositary as described above), the Depositary
Shares called for redemption or subject to conversion or exchange shall be deemed no longer to
be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares
(except the right to receive the shares of Common Stock or other securities and cash, if any,
payable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the
extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said
notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for
transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or
exchanged for shares of Common Stock or other securities at a rate equal to ________________.
The foregoing is subject further to the terms and conditions of the Certificate of Designation.  If
fewer than all of  the Depositary Shares evidenced by this Receipt are called for redemption or
subject to conversion or exchange, the Depositary will  deliver to the holder of this Receipt upon
its surrender to the Depositary, together with the amounts payable hereunder upon such
surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption or subject to conversion or exchange.  


            4.	Surrender of Receipts and Withdrawal of Stock.  Upon surrender of this
Receipt to the Depositary at the Corporate Office, the New York Office or at such other offices
as the Depositary may designate, and subject to the provisions of the Deposit Agreement, the
holder hereof is entitled to withdraw, and to obtain delivery, without unreasonable delay, to or
upon the order of such holder, any or all of the Stock (but only in whole shares of Stock) and all
money and other property, if any, at the time represented by the Depositary Shares evidenced by
this Receipt; provided, however, that, in the event this Receipt shall evidence a number of
Depositary Shares in excess of the number of Depositary Shares representing the whole number
of shares of Stock to be withdrawn, the Depositary shall, in addition to such whole number of
shares of Stock and such money and other property, if any, to be withdrawn, deliver, to or upon
the order of such holder, a new Receipt or Receipts evidencing such excess number of whole
Depositary Shares.


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            5.	Transfers, Split-ups, Combinations.  Subject to Paragraphs 6, 7 and 8 below,
this Receipt is transferable on the books of the Depositary upon surrender of this Receipt to the
Depositary at the Corporate Office or the New York Office, or at such other offices as the
Depositary may designate, properly endorsed or accompanied by a properly executed instrument
of transfer, and upon such transfer the Depositary shall sign and deliver a Receipt or Receipts to
or upon the order of the person entitled thereto, all as provided in and subject to the Deposit
Agreement. This Receipt may be split into other Receipts or combined with other Receipts into
one Receipt evidencing the same aggregate number of Depositary Shares evidenced by the
Receipt or Receipts surrendered; provided, however, that the Depositary shall not issue any
Receipt evidencing a fractional Depositary Share. 


            6.	Conditions to Signing and Delivery, Transfer, Etc., of Receipts.  Prior to the
execution and delivery, registration of transfer, split-up, combination, surrender or exchange of
this Receipt, the delivery of any distribution hereon or the withdrawal  or deposit of Stock, the
Depositary, any of the Depositary's Agents or the Company may require any or all of the
following: (a) payment to it of a sum sufficient for the payment (or, in the event that the
Depositary or the Company shall have made such payment, the reimbursement to it) of any tax or
other governmental charge with respect thereto (including any such tax or charge with respect to
Stock being deposited or withdrawn or with respect to Common Stock or other securities or
property of the Company being issued upon conversion or exchange); (b) production of proof
satisfactory to it as to the identity and genuineness of any signature and (c) compliance with such
reasonable regulations, if any, as the Depositary or the Company may establish not inconsistent
with the Deposit Agreement. Any person presenting Stock for deposit, or any holder of this
Receipt, may be required to file such proof of information, to execute such certificates and to
make such representations and warranties as the Depositary or the Company may reasonably
deem necessary or proper. The Depositary or the Company may withhold or delay the delivery of
this Receipt, the registration of transfer, redemption, conversion or exchange of this Receipt, the
withdrawal of the Stock represented by the Depositary Shares evidenced by this Receipt or the
distribution of any dividend or other distribution until such proof or other information is filed,
such certificates are executed or such representations and warranties are made.  


            7.	Suspension of Delivery, Transfer, Etc.  The deposit of Stock may be refused
and the delivery of this Receipt against Stock or the registration of transfer, split-up,
combination, surrender or exchange of this Receipt and the withdrawal of deposited Stock may
be suspended (a) during any period when the register of shareholders of the Company is closed,
(b) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's
Agents or the Company at any time or from time to time because of any requirement of law or of
any government or governmental body or commission, or under any provision of the Deposit
Agreement, or (c) with the approval of the Company, for any other reason. The Depositary shall
not be required (x) to issue, transfer or exchange any Receipts for a period beginning at the
opening of business 15 days next preceding any selection of Depositary Shares and Stock to be
redeemed, converted or exchanged and ending at the close of business on the day of the mailing
of notice of redemption, conversion or exchange of Depositary Shares or (y) to transfer or
exchange for another Receipt any Receipt evidencing Depositary Shares called or being called
for redemption, in whole or in part, or subject to conversion or exchange, except as provided in
the last sentence of Paragraph 3. 


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            8.	Payment of Taxes or Other Governmental Charges.  If any tax or other
governmental charge shall become payable by or on behalf of the Depositary with respect to (a)
this Receipt, (b) the Depositary Shares evidenced by this Receipt, (c) the Stock (or fractional
interest therein) or other property represented by such Depositary Shares, or (d) any transaction
referred to in Section 4.6 of the Deposit Agreement, such tax (including transfer, issuance or
acquisition taxes, if any) or governmental charge shall be payable by the holder of this Receipt,
who shall pay the amount thereof to the Depositary. Until such payment is made, registration of
transfer of this Receipt or any split-up or combination hereof or any withdrawal of the Stock or
money or other property, if any, represented by the Depositary Shares evidenced by this Receipt
may be refused, any dividend or other distribution may be withheld and any part or all of the
Stock or other property (including Common Stock or other securities received in connection with
a conversion or exchange of Stock) represented by the Depositary Shares evidenced by this
Receipt may be sold for the account of the holder hereof (after attempting by reasonable means to
notify such holder prior to such sale).  Any dividend or other distribution so withheld and the
proceeds of any such sale may be applied to any payment of such tax or other governmental
charge, the holder of this Receipt remaining liable for any deficiency. 


            9.	Amendment.  The form of the Receipts and any provision of the Deposit
Agreement may at any time and from time to time be amended by agreement between the
Company and the Depositary in any respect that they may deem necessary or desirable. Any
amendment that shall materially and adversely alter the rights of the holders of Receipts shall not
become effective as to outstanding Receipts unless the amendment is approved by the holders of
at least a majority of the affected Depositary Shares then outstanding. The holder of this Receipt
at the time any such amendment becomes effective shall be deemed, by continuing to hold this
Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby.  In no event shall any amendment impair the right, subject to the provisions of
Paragraphs 3, 4, 6, 7 and 8 hereof and of Sections 2.4, 2.7 and 2.8 and Article III of the Deposit
Agreement, of the owner of the Depositary Shares evidenced by this Receipt to surrender this
Receipt with instructions to the Depositary to deliver to the holder the Stock and all money and
other property, if any, represented thereby, except in order to comply with mandatory provisions
of applicable law. 


            10.	Fees, Charges and Expenses.  The Company will pay all fees, charges and
expenses of the Depositary, except for taxes (including transfer taxes, if any) and other
governmental charges and such charges as are expressly provided in the Deposit Agreement to be
at the expense of other persons depositing Stock, holders of Receipts or other persons. 


            11.	Title to Receipts.  It is a condition of this Receipt, and every successive holder
hereof by accepting or holding the same consents and agrees, that title to this Receipt (and to the
Depositary Shares evidenced hereby), when properly endorsed or accompanied by a properly
executed instrument of transfer, is transferable by delivery with the same effect as in the case of a
negotiable instrument; provided, however, that the Depositary may, notwithstanding any notice
to the contrary, treat the record holder hereof at such time as the absolute owner hereof for the
purpose of determining the person entitled to distribution of dividends or other distributions or to
any notice provided for in the Deposit Agreement and for all other purposes.  


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            12.	Dividends and Distributions.  Whenever the Depositary shall receive any cash
dividend or other cash distribution on the Stock, the Depositary shall, subject to the provisions of
the Deposit Agreement, distribute to record holders of Receipts such amounts of such sums as
are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required by law to withhold and does withhold from any cash dividend or
other cash distribution in respect of the Stock an amount on account of taxes, the amount made
available for distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for distribution, as the case may
be, only such amount, however, as can be distributed without attributing to any owner of
Depositary Shares a fraction of one cent and any balance not so distributable shall be held by the
Depositary (without liability for interest thereon) and shall be added to and be treated as part of
the next sum received by the Depositary for distribution to record holders of Receipts then
outstanding.


            13.	Subscription Rights, Preferences or Privileges.  If the Company shall at any
time offer or cause to be offered to the persons in whose name Stock is registered on the books of
the Company any rights, preferences or privileges to subscribe for or to purchase any securities or
any rights, preferences or privileges of any other nature, such rights, preferences or privileges
shall in each such instance, subject to the provisions of the Deposit Agreement, be made
available by the Depositary to the record holders of Receipts in such manner as the Company
shall instruct. 


            14.	Notice of Dividends, Fixing of Record Date.  Whenever (a) any cash dividend or
other cash distribution shall become payable, or any distribution other than cash shall be made, or
any rights, preferences or privileges shall at any time be offered, with respect to the Stock, or (b)
the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote
or of which holders of Stock are entitled to notice or of the mandatory conversion or exchange of,
or any election on the part of the Company to call for redemption of, any shares of Stock, the
Depositary shall in each such instance fix a record date (which shall be the same date as the
record date fixed by the Company with respect to the Stock) for the determination of the holders
of Receipts (i) who shall be entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or (ii) who shall be entitled to give instructions
for the exercise of voting rights at any such meeting or of such meeting or to receive notice of
such conversion or redemption. 


            15.	Voting Rights.  Upon receipt of notice of any meeting at which the holders of
Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the
record holders of Receipts a notice, which shall contain (a) such information as is contained in
such notice of meeting, (b) a statement that the holders of Receipts at the close of business on a
specified record date determined as provided in Paragraph 14 will be entitled, subject to any
applicable provision of law, the Certificate of Incorporation or the Certificate of Designation, to
instruct the Depositary as to the exercise of the voting rights pertaining to the Stock represented
by their respective Depositary Shares, and (c) a brief statement as to the manner in which such
instructions may be given. Upon the written request of a holder of this Receipt on such record
date the Depositary shall endeavor insofar as practicable to vote or cause to be voted the Stock


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represented by the Depositary Shares evidenced by this Receipt in accordance with the
instructions set forth in such request. The Company hereby agrees to take all reasonable action
that may be deemed necessary by the Depositary in order to enable the Depositary to vote such
Stock or cause such Stock to be voted. In the absence of specific instructions from the holder of
this Receipt, the Depositary will abstain from voting to the extent of the Stock represented by the
Depositary Shares evidenced by this Receipt.


            16.	Reports, Inspection of Transfer Books.  The Depositary shall make available
for inspection by holders of Receipts at the Corporate Office, the New York Office and at such
other places as it may from time to time deem advisable during normal business hours any
reports and communications received from the Company that are received by the Depositary as
the holder of Stock. The Depositary shall keep books at the Corporate Office for the registration
and transfer of Receipts, which books at all reasonable times will be open for inspection by the
record holders of Receipts; provided that any such holder requesting to exercise such right shall
certify to the Depositary that such inspection shall be for a proper purpose reasonably related to
such person's interest as an owner of Depositary Shares.


            17.	Liability of The Depositary, The Depositary's Agents, The Registrar And
The Company.  Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall incur any liability to any holder of this Receipt, if by reason of any provision of
any present or future law or regulation or, in the case of the Depositary, the Registrar or any
Depositary's Agent, by reason of any provision present or future, of the Certificate of
Incorporation or the Certificate of Designation or, in the case of the Company, the Depositary,
the Registrar or any Depositary's Agent, by reason of any act of God or war or other
circumstances beyond the control of the relevant party, the Depositary, any Depositary's Agent,
the Registrar or the Company shall be  prevented or forbidden from doing or performing any act
or thing that the terms of the Deposit Agreement provide shall be done or performed; nor shall
the Depositary, any Depositary's Agent, the Registrar or the Company incur any liability to any
holder of this Receipt (a) by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing that the terms of the Deposit Agreement provide shall or may be
done or performed, or (b) by reason of any exercise of, or failure to exercise, any discretion
provided for in the Deposit Agreement except, in the case of the Depositary, any Depositary's
Agent or the Registrar, if such exercise or failure to exercise discretion is caused by its
negligence or bad faith. 


            18.	Obligations of the Depositary, the Depositary's Agents, the Registrar and the
Company.  The Company assumes no obligation and shall be subject to no liability under the
Deposit Agreement or this Receipt to the holder hereof or other persons, except to perform in
good faith such obligations as are specifically set forth and undertaken by it to perform in the
Deposit Agreement.  Each of the Depositary, the Depositary's Agents and the Registrar assumes
no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to
the holder hereof or other persons, except to perform in good faith such obligations as are
specifically set forth and undertaken by it to perform in the Deposit Agreement without
negligence. 


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            Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company
shall be under any obligation to appear in, prosecute or defend any action, suit or other
proceeding with respect to Stock, Depositary Shares or Receipts or Common Stock that in its
opinion may involve it in expense or liability, unless indemnity satisfactory to it against all
expense and liability be furnished as often as may be required. 


            Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company
will be liable for any action or failure to act by it in reliance upon the advice of or information
from legal counsel, accountants, any person presenting Stock for deposit, any holder of this
Receipt or any other person believed by it in good faith to be competent to give such advice or
information. 


            19.	Termination of Deposit Agreement.  Whenever so directed by the Company, the
Depositary will terminate this Deposit Agreement by mailing notice of such termination to the
record holders of all Receipts then outstanding at least 30 days prior to the date fixed in such
notice for such termination. Following such termination, the Depositary shall deliver or make
available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing
Depositary Shares, such number of whole or fractional shares of the Stock as are represented by
the Depositary Shares.


            The Deposit Agreement shall automatically terminate after all outstanding Depositary
Shares have been redeemed, converted into or exchanged for Common Stock or other securities
or there has been a final distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution has been distributed to the
holders of the Receipts. 


            Upon the termination of the Deposit Agreement, the Company shall be discharged from
all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and
any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. 


            If any Receipts remain outstanding after the date of termination of the Deposit
Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all
obligations as provided in the Deposit Agreement, except as specifically provided therein.


            20.	Governing Law.  The Deposit Agreement and this receipt and all rights
thereunder and hereunder and provisions thereof and hereof shall be governed by, and
construed in accordance with, the laws of the State of New York.     


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FORM OF ASSIGNMENT


            For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social
security or other taxpayer identification number of assignee.) the within Receipt and all rights
and interests represented by the Depositary Shares evidenced thereby, and hereby irrevocably
constitutes and appoints ___________________ attorney to transfer the same on the books of the
within- named Depositary, with full power of substitution in the premises. 


Dated:


Signature(s)


            NOTICE: The above signatures of the holder(s) hereof must correspond with the name as
written upon the face of this Security in every particular without alteration or enlargement or any
change whatever.


            * (Signature must be guaranteed by an "eligible guarantor institution," that is, a bank,
stockbroker, savings and loan association or credit union meeting the requirements of the
Conversion Agent, which requirements include membership or participation in the Securities
Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.)