Exhibit 4.2


    Exhibit
      4.2

     

    
      
        
 


    

    


    PPL
      ELECTRIC UTILITIES CORPORATION,

    


    Wells
      Fargo Bank, N.A., As Depositary

    


    AND

    


    THE
      HOLDERS FROM TIME TO TIME OF

    THE
      DEPOSITARY RECEIPTS DESCRIBED HEREIN

    


    ______________________

    


    Deposit
      Agreement

    Depositary
      Shares

    Each
      representing a 1⁄4 interest in a share of Preference Stock, 6.25%
      Series

    ______________________

    


    


    


    


    


    Dated
      April 6, 2006

    


    
       




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    TABLE
      OF CONTENTS

    Page

    


    
      	
              ARTICLE
                I Definitions

            	
              1

            
	 	 
	
              ARTICLE
                II   Form of Receipts, Deposit of Stock, Execution and
                Delivery, Transfer, Surrender and Redemption of Receipts

            	
              2

            
	 	 
	
              SECTION
                2.01.   Form and Transfer of Receipts

            	
              2

            
	
              SECTION
                2.02.   Deposit of Stock; Execution and Delivery of
                Receipts in Respect Thereof

            	
              3

            
	
              SECTION
                2.03.   Redemption of Stock

            	
              4

            
	
              SECTION
                2.04.   Registration of Transfer of
                Receipts

            	
              5

            
	
              SECTION
                2.05.   Split-ups and Combinations of Receipts; Surrender
                of Receipts and Withdrawal of Stock

            	
              6

            
	
              SECTION
                2.06.   Limitations on Execution and Delivery, Transfer,
                Surrender and Exchange of Receipts

            	
              7

            
	
              SECTION
                2.07.   Lost Receipts, etc.

            	
              8

            
	
              SECTION
                2.08.   Cancellation and Destruction of Surrendered
                Receipts.

            	
              8

            
	 	 
	
              ARTICLE
                III Certain Obligations of Holders of Receipts and the
                Company

            	
              8

            
	 	 
	
              SECTION
                3.01.   Filing Proofs, Certificates and Other
                Information.

            	
              8

            
	
              SECTION
                3.02.   Payment of Taxes or Other Governmental
                Charges.

            	
              8

            
	 	 
	
              ARTICLE
                IV The Deposited Securities; Notices

            	
              9

            
	 	 
	
              SECTION
                4.01.   Cash Distributions and the Dividend Reinvestment
                Plan.

            	
              9

            
	
              SECTION
                4.02.   Distributions Other than Cash, Rights, Preferences
                or Privileges

            	
              9

            
	
              SECTION
                4.03.   Subscription Rights, Preferences or
                Privileges.

            	
              9

            
	
              SECTION
                4.04.   Notice of Dividends, etc.; Fixing of Record Date
                for Holders of Receipts

            	
              10

            
	
              SECTION
                4.05.   Voting Rights

            	
              11

            
	
              SECTION
                4.06.   Changes Affecting Deposited Securities and
                Reclassifications, Recapitalizations, etc.

            	
              11

            
	
              SECTION
                4.07.   Inspection of Reports

            	
              12

            
	
              SECTION
                4.08.   Lists of Record Holders of Receipts

            	
              12

            
	 	 
	
              ARTICLE
                V The Depositary, the Depositary’s Agents, the Registrar and the
                Company

            	
              12

            
	 	 
	
              SECTION
                5.01.   Maintenance of Offices, Agencies and Transfer Books
                by the Depositary; Registrar

            	
              12

            
	
              SECTION
                5.02.   Prevention of or Delay in Performance by the
                Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent or
                the Company

            	
              13

            
	
              SECTION
                5.03.   Obligations of the Depositary, the Depositary’s
                Agents, the Registrar, the Transfer Agent and the Company

            	
              13

            
	
              SECTION
                5.04.   Resignation and Removal of the Depositary;
                Appointment of Successor Depositary

            	
              14

            
	
              SECTION
                5.05.   Corporate Notices and Reports

            	
              14

            
	
              SECTION
                5.06.   Indemnification by the Company

            	
              15

            
	
              SECTION
                5.07.   Charges and Expenses

            	
              15

            
	 	 
	
              ARTICLE
                VI Amendment and Termination

            	
              15

            
	 	 
	
              SECTION
                6.01.   Amendment

            	
              15

            
	
              SECTION
                6.02.   Termination

            	
              16

            
	 	 
	
              ARTICLE
                VII Miscellaneous

            	
              16

            
	 	 
	
              SECTION
                7.01.   Counterparts

            	
              16

            
	
              SECTION
                7.02.   Exclusive Benefit of Parties

            	
              16

            
	
              SECTION
                7.03.   Invalidity of Provisions

            	
              16

            
	
              SECTION
                7.04.   Notices

            	
              16

            
	
              SECTION
                7.05.   Depositary’s Agents

            	
              17

            
	
              SECTION
                7.06.   Holders of Receipts Are Parties

            	
              17

            
	
              SECTION
                7.07.   GOVERNING LAW

            	
              17

            
	
              SECTION
                7.08.   Inspection of Deposit Agreement

            	
              17

            
	
              SECTION
                7.09.   Headings

            	
              17

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    DEPOSIT
      AGREEMENT dated as of April 6, 2006, among PPL ELECTRIC UTILITIES CORPORATION,
      a
      corporation duly organized and existing under the laws of the Commonwealth
      of
      Pennsylvania, WELLS FARGO BANK, N.A., organized under the laws of the United
      States of America, and the holders from time to time of the Receipts described
      herein.

    WHEREAS
      it is desired to provide, as hereinafter set forth in this Deposit Agreement,
      for the deposit of shares of Preference Stock, 6.25% Series without par value,
      of PPL Electric Utilities Corporation with the Depositary for the purposes
      set
      forth in this Deposit Agreement and for the issuance hereunder of Receipts
      evidencing Depositary Shares in respect of the Stock so deposited;
      and

    WHEREAS
      the Receipts are to be substantially in the form of Exhibit A annexed hereto,
      with appropriate insertions, modifications and omissions, as hereinafter
      provided in this Deposit Agreement, and shall initially be issued in
      uncertificated form;

    NOW,
      THEREFORE, in consideration of the premises, the parties hereto agree as
      follows:

    


    ARTICLE
      I

    


    Definitions

    


    The
      following definitions shall for all purposes, unless otherwise indicated, apply
      to the respective capitalized terms used in this Deposit Agreement:

    “Agent
      Member” means a member of, or a participant in, the Global
      Receiptholder.

    “Certificated
      Receipt” means a Receipt in registered, physical individual form.

    “Company”
      shall mean PPL Electric Utilities Corporation, a corporation duly organized
      and
      existing under the laws of the Commonwealth of Pennsylvania, and its
      successors.

    “Deposit
      Agreement” shall mean this Deposit Agreement, as amended or supplemented from
      time to time in accordance with the terms hereof.

    “Depositary”
      shall mean Wells Fargo Bank N.A. and any successor as Depositary
      hereunder.

    “Depositary
      Shares” shall mean Depositary Shares, each representing 1⁄4 of a share of the
      Stock and evidenced by a Receipt.

    “Depositary’s
      Agent” shall mean an agent appointed by the Depositary pursuant to Section
      7.05.

    “Depositary’s
      Office” shall mean the office of the Depositary to be designated by the
      Depositary, at which at any particular time its depositary receipt business
      shall be administered.

    “DTC”
      means The Depository Trust Company, a New York corporation, and its
      successors.

    “DTC
      Legend” means the legend set forth in Exhibit A and identified as
      such.

    “Global
      Receipt” means a Receipt in registered global form without interest coupons.


    “Global
      Receiptholder” means the holder of each Global Receipt, which will initially be
      DTC.

    “Person”
      means any corporation, limited liability company, partnership, trust,
      organization, association, other entity or individual.

    “Receipt”
      shall mean one of the depositary receipts issued hereunder.

    “record
      holder” as applied to a Receipt shall mean the person in whose name a Receipt is
      registered on the books of the Depositary maintained for such
      purpose.

    “Registrar”
      shall mean any bank or trust company which shall be appointed pursuant to
      Section 5.01 to register ownership and transfers of Receipts as herein provided,
      which will initially be Wells Fargo Bank, N.A.

    “Statement”
      shall mean the Statement with Respect to Shares filed with the Department of
      State of the Commonwealth of Pennsylvania establishing the Stock as a series
      of
      preference stock of the Company.

    “Stock”
      shall mean shares of the Company’s Preference Stock, 6.25% Series without par
      value.

    “Transfer
      Agent” shall mean the transfer agent for the Depositary Shares, which will
      initially be Wells Fargo Bank, N.A.

    “Uncertificated
      Receipt” means a Receipt in individual, uncertificated form represented by
      direct registration entries on a direct registration system of the Depositary
      and the Registrar. 

    


    ARTICLE
      II

    


    Form
      of Receipts, Deposit of Stock, Execution and Delivery, Transfer, Surrender
      and
      Redemption of Receipts

    


    SECTION
      2.01.  Form
      and Transfer of Receipts.  Receipts
      shall be (i) substantially in the form set forth in Exhibit A annexed to this
      Deposit Agreement, with appropriate insertions, modifications and omissions,
      as
      hereinafter provided or (ii) issued in uncertificated form at the option of
      the
      Company. Pending the preparation of definitive Receipts, the Depositary, upon
      the written order of the Company or any holder of the Stock, as the case may
      be,
      delivered in compliance with 2.02, shall execute and deliver temporary Receipts
      which are substantially of the tenor of the definitive Receipts in lieu of
      which
      they are issued and with such appropriate insertions, omissions, substitutions
      and other variations as the persons executing such Receipts may determine,
      as
      evidenced by their execution of such Receipts. If temporary Receipts are issued,
      the Company and the Depositary will cause definitive Receipts to be prepared
      without unreasonable delay. After the preparation of definitive Receipts, the
      temporary Receipts shall be exchangeable for definitive Receipts upon surrender
      of the temporary Receipts at any office described in the third paragraph of
      Section 2.02, without charge to the holder. Upon surrender for cancellation
      of
      any one or more temporary Receipts, the Depositary shall execute and deliver
      in
      exchange therefor definitive Receipts representing the same number of Depositary
      Shares as represented by the surrendered temporary Receipt or Receipts. Such
      exchange shall be made at the Company’s expense and without any charge therefor.
      Until so exchanged, the temporary Receipts shall in all respects be entitled
      to
      the same benefits under this Agreement, and with respect to the Stock, as
      definitive Receipts.

    Receipts
      will be issued as Global Receipts, unless the Company directs the Global
      Receiptholder to issue them as Certificated Receipts or Uncertificated Receipts.
      Each Global Receipt will be registered in the name of the Global Receiptholder
      or its nominee and, so long as DTC is serving as the Global Receiptholder
      thereof, will bear the DTC Legend. Each Global Receipt will be delivered to
      the
      Depositary as custodian for the Global Receiptholder. Each Certificated Receipt
      will be registered in the name of the holder thereof or its
      nominee.

    Certificated
      Receipts shall be executed by the Depositary by the manual or facsimile
      signature of a duly authorized officer of the Depositary. The Depositary shall
      record on its books each Receipt so signed and delivered as hereinafter
      provided.

    Receipts
      shall be in denominations of any number of whole Depositary Shares.

    Certificated
      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 any regulation thereunder or with the rules and
      regulations of any securities exchange upon which the Stock, the Depositary
      Shares or the Receipts may be listed or to conform with any usage with respect
      thereto, or to indicate any special limitations or restrictions to which any
      particular Receipts are subject.

    Title
      to
      Depositary Shares evidenced by a Receipt which is properly endorsed or for
      which
      proper instructions for transfer have been received, and properly executed
      instrument of transfer have been provided, shall be transferable by delivery
      with the same effect as in the case of a negotiable instrument; provided,
      however, that until transfer of a Receipt shall be registered on the books
      of
      the Depositary as provided in Section 2.04, 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
      2.02.  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 the Stock may from time to time deposit shares of the Stock by delivery
      or
      transfer to the Depositary of a certificate or certificates representing the
      Stock to be deposited, or any interest in uncertificated Stock, properly
      endorsed or accompanied, as applicable, and if required by the Depositary,
      by a
      duly executed instrument of transfer or endorsement, in form satisfactory to
      the
      Depositary, together with all such certifications as may be required by the
      Depositary in accordance with the provisions of this Deposit Agreement, and
      together with a written order of the Company or such holder, as the case may
      be,
      directing the Depositary to execute and deliver to, or cause such interests
      in
      Uncertificated Receipts to be credited 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. Deposited Stock shall
      be
      held by the Depositary at the Depositary’s Office or at such other place or
      places as the Depositary shall determine.

    Upon
      receipt by the Depositary of a certificate or certificates representing the
      Stock, or any interest in uncertificated Stock, to be deposited in accordance
      with the provisions of this Section 2.02, together with the other documents
      required as above specified, and upon recordation of such Stock on the books
      of
      the registrar for the Stock in the name of the Depositary or its nominee, the
      Depositary, subject to the terms and conditions of this Deposit Agreement,
      shall
      execute and deliver, or shall cause to be credited, 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 2.02, a Receipt or Receipts,
      or interest in Uncertificated Receipts, for the number of Depositary Shares
      representing the Stock so deposited and registered in such name or names as
      may
      be requested by such person or persons.

    In
      the
      case of Certificated Receipts, the Depositary shall execute and deliver such
      Receipt or Receipts at the Depositary’s Office or such other offices, if any, as
      the Depositary may designate. Delivery at other offices shall be at the risk
      and
      expense of the person requesting such delivery.

    


    SECTION
      2.03.  Redemption
      of Stock.  Whenever
      the Company shall elect to redeem shares of the Stock in accordance with the
      provisions of the Statement, it shall (unless otherwise agreed in writing with
      the Depositary) give the Depositary not less than 40 nor more than 70 days’
notice of the date of such proposed redemption of the Stock, which notice shall
      be accompanied by a certificate from the Company stating that such redemption
      of
      the Stock is in accordance with the provisions of the Statement. Such notice,
      if
      given more than 60 days prior to the redemption date, shall be in addition
      to
      the notice required to be given for redemption pursuant to the Statement. On
      the
      date of such redemption, provided that the Company shall then have paid in
      full
      to the Depositary the redemption price of the Stock held by the Depositary
      to be
      redeemed, plus any accrued and unpaid dividends thereon, the Depositary shall
      redeem the number of Depositary Shares representing such Stock. The Depositary
      shall mail notice of such redemption and the proposed simultaneous redemption
      of
      the number of Depositary Shares representing the Stock to be redeemed,
      first-class postage prepaid, not less than 30 and not more than 60 days prior
      to
      the date fixed for redemption of such Stock and Depositary Shares (the
“Redemption Date”), to the record holders of the Receipts evidencing the
      Depositary Shares to be so redeemed, at the addresses of such holders as they
      appear on the records of the Depositary; but neither failure to mail any such
      notice to one or more such holders nor any defect in any notice to one or more
      such holders shall affect the sufficiency of the proceedings for redemption
      as
      to other holders. Each such notice shall state: (i) the Redemption Date; (ii)
      the number of Depositary Shares to be redeemed and, if less than all the
      Depositary Shares held by any such holder are to be redeemed, the number of
      such
      Depositary Shares held by such holder to be so redeemed; (iii) the redemption
      price; and (iv) the place or places where, or other applicable method by which,
      Receipts evidencing Depositary Shares are to be surrendered for payment of
      the
      redemption price. In case less than all the outstanding Depositary Shares are
      to
      be redeemed, the Depositary Shares to be so redeemed shall be selected by lot
      or
      pro rata (subject to rounding to avoid fractions of the Depositary Shares)
      as
      may be determined by the Depositary to be equitable and in compliance with
      any
      applicable rules and law.

    Notice
      having been mailed by the Depositary as aforesaid, from and after the Redemption
      Date (unless the Company shall have failed to redeem the shares of the Stock
      to
      be redeemed by it as set forth in the Company’s notice provided for in the
      preceding paragraph) the Depositary Shares being redeemed from such proceeds
      shall be deemed no longer to be outstanding, all rights of the holders of
      Receipts evidencing such Depositary Shares (except the right to receive the
      redemption price, including any declared and unpaid dividends thereon) shall,
      to
      the extent of such Depositary Shares, cease and terminate and, upon surrender
      or
      transfer of the Receipts evidencing or representing any such Depositary Shares
      (properly endorsed or assigned for transfer, if the Depositary shall so require)
      in accordance with such notice, such Depositary Shares shall be redeemed by
      the
      Depositary at a redemption price per Depositary Share equal to 1⁄4 of the
      redemption price per share paid in respect of the shares of the Stock, plus
      declared and unpaid dividends on such 1/4 of a share to the date fixed for
      redemption.

    If
      less
      than all the Depositary Shares evidenced by a Receipt are called for redemption,
      the Depositary will deliver or transfer to the holder of such Receipt upon
      its
      surrender or transfer to the Depositary, together with the redemption payment,
      a
      new Receipt evidencing or representing the Depositary Shares evidenced by or
      represented by such prior Receipt and not called for redemption.

    


    SECTION
      2.04.  Registration
      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
      or transfer thereof by the holder in person or by duly authorized attorney,
      properly endorsed or accompanied, as applicable, by a properly executed
      instrument of transfer. Thereupon the Depositary and the Registrar shall execute
      a new Receipt or Receipts, or otherwise cause the applicable interest in a
      Receipt or Receipts, evidencing the same aggregate number of Depositary Shares
      as those evidenced by the Receipt or Receipts surrendered and deliver or credit
      such new Receipt or Receipts to or upon the order of the person entitled
      thereto.

    Transfers
      of a Global Receipt (but not a beneficial interest therein) will be limited
      to
      transfers thereof in whole, but not in part, to the Global Receiptholder, its
      successors or their respective nominees, except (i) as set forth in the next
      succeeding paragraph and (ii) transfers of portions thereof in the form of
      Certificated Receipts or Uncertificated Receipts may be made upon request of
      an
      Agent Member (for itself or on behalf of a beneficial owner) by written notice
      given to the Depositary and the Registrar by or on behalf of the Global
      Receiptholder in accordance with customary procedures of the Global
      Receiptholder and in compliance with this Section 2.04.

    If
      (i)
      the Company or the Global Receiptholder notifies the Depositary and Registrar
      in
      writing that the Global Receiptholder is unwilling or unable to continue as
      Global Receiptholder for a Global Receipt and a successor Global Receiptholder
      is not appointed by the Company within 90 days of the notice or (ii) the
      Company, at its option, notifies the Depositary and Registrar in writing that
      it
      elects to cause the issuance of Certificated Receipts or Uncertificated
      Receipts, subject to any applicable procedures of DTC, the Depositary and
      Registrar will promptly exchange each beneficial interest in the Global Receipt
      for one or more Receipts in authorized denominations having an equal aggregate
      number of Depositary Shares registered in the name of the owner of such
      beneficial interest, as identified to the Depositary and Registrar by the Global
      Receiptholder, and thereupon the Global Receipt will be deemed
      canceled.

    Agent
      Members will have no rights under this Agreement with respect to any Global
      Receipt held on their behalf by the Global Receiptholder, and the Global
      Receiptholder may be treated by the Company, the Depositary and Registrar and
      any agent of the Company or the Depositary and Registrar as the absolute owner
      and holder of such Global Receipt for all purposes whatsoever. Notwithstanding
      the foregoing, the Global Receiptholder or its nominee may grant proxies and
      otherwise authorize any Person (including any Agent Member and any Person that
      holds a beneficial interest in a Global Receipt through an Agent Member) to
      take
      any action which a holder is entitled to take under this Agreement or the
      Receipts, and nothing herein will impair, as between the Global Receiptholder
      and its Agent Members, the operation of customary practices governing the
      exercise of the rights of a holder of any security.

    


    SECTION
      2.05.  Split-ups
      and Combinations of Receipts; Surrender of Receipts and Withdrawal of
      Stock.  Upon
      surrender or transfer of a Receipt or Receipts at the Depositary’s Office or at
      such other offices, or through other means for Uncertificated Receipts, as
      it
      may designate for the purpose of effecting a split-up or combination of such
      Receipt or Receipts, and subject to the terms and conditions of this Deposit
      Agreement, the Depositary shall execute and deliver a new Receipt or Receipts,
      or credit an interest in Uncertificated Receipts, in the authorized denomination
      or denominations requested, evidencing or representing the aggregate number
      of
      Depositary Shares evidenced or represented by the Receipt or Receipts
      surrendered or transferred.

    Any
      holder of a Receipt or Receipts representing any number of whole shares of
      the
      Stock, or any interest in an uncertificated Stock, may withdraw the Stock by
      surrendering such Receipt or Receipts or transferring interest in Uncertificated
      Receipts, at the Depositary’s Office or at such other offices, or through other
      means for Uncertificated Receipts, as the Depositary may designate for such
      withdrawals. Thereafter, without unreasonable delay, the Depositary shall
      deliver to, or cause such interests in Uncertificated Receipts to be credited
      to, such holder, or to the person or persons designated by such holder as
      hereinafter provided, the number of whole shares of the Stock represented by
      the
      Receipt or Receipts so surrendered for withdrawal, but holders of such whole
      shares of the Stock will not thereafter be entitled to deposit or transfer
      such
      Stock hereunder or to receive Depositary Shares therefor; provided, however,
      that a record holder who withdraws the Stock in order to demand dissenters
      rights available under Pennsylvania Business Corporation Law (“PBCL”), will,
      subject to certain conditions described below, be entitled to redeposit such
      Stock with the Depositary and to receive or be credited with Receipts evidencing
      Shares therefor in the event (i) such record holder subsequently withdraws
      such
      demand pursuant to Section 1930 of the PBCL, (ii) dissenter rights are not
      available for such Stock pursuant to Section 1930 of the PBCL or (iii) such
      record holder loses or otherwise fails to perfect his rights to dissent. In
      order to redeposit the Stock with the Depositary, such a record holder must
      deliver the certificates for such Stock or transfer any interest in an
      uncertificated Stock, properly endorsed or accompanied, if required by the
      Depositary, by a duly executed instrument of transfer or endorsement, in form
      satisfactory to the Depositary, together with instructions that such Stock
      be so
      deposited, to the Depositary’s office or to such other offices as the Depositary
      may designate by not later than the 30th day after the earlier of (i) the
      withdrawal of such demand for dissent by such record holder, (ii) notice by
      the
      Company that dissenter rights are not available for such Stock or (iii) the
      date
      on which such record holder loses or otherwise fails to perfect his rights
      to
      dissent. The Company will notify any record holder of Receipts who so withdraws
      the Stock in the event dissenter rights in respect of the Stock are not
      available. Any shares so redeposited must be free and clear of any lien,
      security interest or pledge and a holder may be required to provide
      certification of the foregoing and such other certifications as may be required
      by the Depositary in accordance with this Agreement. In addition, if required
      by
      the Depositary, the Stock presented for redeposit shall also be accompanied
      by
      (A) an agreement or assignment, or other instrument satisfactory to the
      Depositary, which will provide for the prompt transfer to the Depositary of
      any
      dividend or right to subscribe for additional Stock or to receive other property
      which such record holder may thereafter receive upon or in respect of such
      redeposited Stock, or in lieu thereof, such agreement of indemnity or other
      agreement as shall be satisfactory to the Depositary, and (B) a proxy or proxies
      entitling the Depositary to vote such redeposited Stock for any and all purposes
      until the Stock is transferred and recorded on the register of stockholders
      of
      the Company in the name of the Depositary or its nominee. If a Receipt delivered
      or transferred by the holder to the Depositary in connection with such
      withdrawal shall evidence a number of Depositary Shares in excess of the number
      of Depositary Shares representing the number of whole shares of the Stock to
      be
      so withdrawn, the Depositary shall at the same time, in addition to such number
      of whole shares of the Stock to be so withdrawn, deliver, or cause such
      interests in Uncertificated Receipts to be credited, to such holder a new
      Receipt or interest in Uncertificated Receipt evidencing such excess number
      of
      Depositary Shares. Delivery of the Stock being withdrawn may be made by the
      delivery of such certificates, documents of title and other instruments as
      the
      Depositary may deem appropriate.

    If
      the
      Stock being withdrawn is to be delivered or credited to a person or persons
      other than the record holder of the Receipt or Receipts being surrendered for
      withdrawal of the 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.

    In
      the
      case of Certificated Receipts, delivery of the Stock represented by Receipts
      surrendered for withdrawal shall be made by the Depositary at the Depositary’s
      office or at such other offices as the Depositary may designate, 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
      at
      such other place as may be designated by such holder.

    


    SECTION
      2.06.  Limitations
      on Execution and Delivery, Transfer, Surrender and Exchange of
      Receipts.  As
      a condition precedent to the execution and delivery, registration of transfer,
      split-up, combination, surrender or exchange of any Receipt, the Depositary,
      any
      of the Depositary’s Agents or the Company may require (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 charges or
      expenses payable by the holder of a Receipt pursuant to Section 5.07, (b) the
      production of evidence satisfactory to it as to the identity and genuineness
      of
      any signature and (c) compliance with such regulations, if any, as the
      Depositary or the Company may establish consistent with the provisions of this
      Deposit Agreement.

    The
      deposit of the Stock may be refused, the delivery of Receipts against the Stock
      may be suspended, the registration of transfer of Receipts may be refused and
      the registration of transfer, surrender or exchange of outstanding Receipts
      may
      be suspended (i) during any period when the register of stockholders of the
      Company is closed or (ii) if any such action is deemed necessary or advisable
      by
      the Depositary, any 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.

    


    SECTION
      2.07.  Lost
      Receipts, etc.  In
      the
      case of Certificated Receipts, if any Receipt shall be mutilated, destroyed,
      lost or stolen, the Depositary in its discretion may 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, upon (i) the filing by the holder thereof with the Depositary of
      evidence satisfactory to the Depositary of such destruction or loss or theft
      of
      such Receipt, of the authenticity thereof and of his or her ownership thereof
      and (ii) the furnishing of the Depositary with reasonable indemnification
      satisfactory to it.

    


    SECTION
      2.08.  Cancellation
      and Destruction of Surrendered Receipts.  All
      Receipts surrendered to the Depositary or any Depositary’s Agent shall be
      canceled by the Depositary. Except as prohibited by applicable law or
      regulation, the Depositary is authorized to destroy all Receipts so
      canceled.

    


    ARTICLE
      III 

    


    Certain
      Obligations of Holders of Receipts and the Company

    


    SECTION
      3.01.  Filing
      Proofs, Certificates and Other Information.  Any
      holder of a Receipt may be required from time to time to file such proof of
      residence, or other matters 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 the delivery, or delay the registration of transfer, redemption or
      exchange, of any Receipt or the withdrawal of the Stock represented by the
      Depositary Shares evidenced by any Receipt or the distribution of any dividend
      or other distribution or the sale of any rights or of the proceeds thereof
      until
      such proof or other information is filed or such certificates are executed
      or
      such representations and warranties are made.

    


    SECTION
      3.02.  Payment
      of Taxes or Other Governmental Charges.  Holders
      of Receipts shall be obligated to make payments to the Depositary of certain
      charges and expenses, as provided in Section 5.07. Registration of transfer
      of
      any Receipt or any withdrawal of the Stock represented by the Depositary Shares
      evidenced by such Receipt may be refused until any such payment due is made,
      and
      any dividends, interest payments or other distributions may be withheld or
      any
      part of or all the Stock or other property represented by the Depositary Shares
      evidenced by such Receipt and not theretofore sold may be sold for the account
      of the holder thereof (after attempting by reasonable means to notify such
      holder prior to such sale), and such dividends, interest payments or other
      distributions or the proceeds of any such sale may be applied to any payment
      of
      such charges or expenses, the holder of such Receipt remaining liable for any
      deficiency.

    


    ARTICLE
      IV

    


    The
      Deposited Securities; Notices

    


    SECTION
      4.01.  Cash
      Distributions.  Whenever
      the Depositary shall receive any cash dividend or other cash distribution on
      the
      Stock, the Depositary shall, subject to Sections 3.01 and 3.02, promptly
      distribute to record holders of Receipts on the applicable record date fixed
      pursuant to Section 4.04 such amounts of such dividend or distribution 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 to withhold and shall
      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
      holder 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
      4.02.  Distributions
      Other than Cash, Rights, Preferences or Privileges.  Whenever
      the Depositary shall receive any distribution other than cash and other than
      any
      rights, preferences or privileges described in Section 4.03, upon the Stock,
      the
      Depositary shall, subject to Sections 3.01 and 3.02, promptly distribute to
      record holders of Receipts on the applicable record date fixed pursuant to
      Section 4.04 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 record holders, in any manner
      that
      the Depositary may deem equitable and practicable for accomplishing such
      distribution. If in the opinion of the Depositary such distribution cannot
      be
      made proportionately among such record holders, or if for any other reason
      (including any requirement that the Company or the Depositary withhold an amount
      on account of taxes) the Depositary 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 be, subject to Sections 3.01 and 3.02, distributed or made
      available for distribution, as the case may be, by the Depositary to record
      holders of Receipts as provided by Section 4.01 in the case of a distribution
      received in cash.

    The
      Depositary shall not make any distribution of securities received in respect
      of
      the Stock unless, if requested by the Depositary, the Company shall have
      provided an opinion of counsel stating that such securities have been registered
      under the Securities Act of 1933 or do not need to be so
      registered.

    


    SECTION
      4.03.  Subscription
      Rights, Preferences or Privileges.  If
      the Company shall at any time offer or cause to be offered to the persons in
      whose names the Stock is recorded 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 Depositary may determine,
      either by the issue to such record holders of warrants representing such rights,
      preferences or privileges or by such other method as may be approved by the
      Depositary in its discretion with the approval of the Company; provided,
      however, that in case either (i) the Depositary determines that it is not lawful
      or (after consultation with the Company) not feasible to make such rights,
      preferences or privileges available to holders of Receipts by the issue of
      warrants or otherwise, or (ii) with respect to any portion of the rights,
      preferences or privileges of a holder of Receipts, the Depositary is instructed
      that such holder does not desire to exercise such rights, preferences or
      privileges, then the Depositary, in its discretion (with the approval of the
      Company, in any case where the Depositary has determined that it is not feasible
      to make such rights, preferences or privileges available), may (if applicable
      laws and the terms of such rights, preferences or privileges permit such
      transfer) sell such rights, preferences or privileges 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, subject to Sections 3.01 and 3.02,
      distributed by the Depositary to the record holders of Receipts entitled thereto
      as provided by Section 4.01 in the case of a distribution received in cash.
      The
      Depositary shall not make any distribution of any such rights, preferences
      or
      privileges unless, if requested by the Depositary, the Company shall have
      provided an opinion of counsel stating that such rights, preferences or
      privileges have been registered under the Securities Act of 1933 or do not
      need
      to be so registered.

    If
      registration under the Securities Act of 1933, as amended, of the securities
      to
      which any rights, preferences or privileges relate is required in order for
      holders of Receipts to be offered or sold the securities to which such rights,
      preferences or privileges relate, the Company agrees with the Depositary that
      it
      will file promptly a registration statement pursuant to such act with respect
      to
      such rights, preferences or privileges and securities and use its commercially
      reasonable efforts 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 a 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 of
      1933,
      as amended.

    If
      any
      other action under the laws 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
      commercially reasonable 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
      4.04.  Notice
      of Dividends, etc.; Fixing of Record Date for Holders of
      Receipts.  Whenever
      any cash dividend or other cash distribution shall become payable or any
      distribution other than cash shall be made, or if rights, preferences or
      privileges shall at any time be offered, with respect to the Stock, or whenever
      the Depositary shall receive notice of any meeting at which record holders
      of
      the Stock are entitled to vote or of which holders of the Stock are entitled
      to
      notice, or whenever the Depositary and the Company shall decide it is
      appropriate, 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 record holders of Receipts who shall
      be
      entitled to receive such dividend, distribution, rights, preferences or
      privileges or the net proceeds of the sale thereof, or to give instructions
      for
      the exercise of voting rights at any such meeting, or who shall be entitled
      to
      notice of such meeting or for any other appropriate reasons.

    


    SECTION
      4.05.  Voting
      Rights.  Upon
      receipt of notice of any meeting at which the record holders of the Stock are
      entitled to vote, the Depositary shall promptly mail to the record holders
      of
      Receipts a notice which shall contain (i) such information as is contained
      in
      such notice of meeting and (ii) a statement that the record holders may, subject
      to any applicable restrictions, instruct the Depositary as to the exercise
      of
      the voting rights pertaining to the amount of the Stock represented by their
      respective Depositary Shares (including an express indication that instructions
      may be given to the Depositary to give a discretionary proxy to a person
      designated by the Company) and a brief statement as to the manner in which
      such
      instructions may be given. Upon the written request of the record holders of
      Receipts on the relevant record date, the Depositary shall endeavor insofar
      as
      practicable to vote or cause to be voted, in accordance with the instructions
      set forth in such requests, the maximum number of whole shares of the Stock
      represented by the Depositary Shares evidenced by all Receipts as to which
      any
      particular voting instructions are received. The Company hereby agrees to take
      all action using commercially reasonable efforts which 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 record
      holder of a Receipt, the Depositary will abstain from voting (but, at its
      discretion, not from appearing at any meeting with respect to such Stock unless
      directed to the contrary by the holders of all the Receipts) to the extent
      of
      the Stock represented by the Depositary Shares evidenced by such
      Receipt.

    


    SECTION
      4.06.  Changes
      Affecting Deposited Securities and Reclassifications, Recapitalizations,
      etc.  Upon
      any change in par, stated value or liquidation preference, split-up, combination
      or any other reclassification of the Stock, or upon any recapitalization,
      reorganization, merger, amalgamation or consolidation affecting the Company
      or
      to which it is a party, the Depositary may in its discretion with the approval
      of, and shall upon the instructions of, the Company, and (in either case) in
      such manner as the Depositary may deem equitable and in compliance with any
      applicable rules and law, (i) make such adjustments as are certified by the
      Company in (x) the fraction of an interest represented by one Depositary Share
      in shares of the Stock and (y) the ratio of the redemption price per Depositary
      Share to the redemption price of shares of the Stock, in each case as may be
      necessary to fully reflect the effects of such change in par, or stated value,
      liquidation preference, split-up, combination or other reclassification of
      the
      Stock, or of such recapitalization, reorganization, merger, amalgamation or
      consolidation and (ii) treat any securities which shall be received by the
      Depositary in exchange for or upon conversion of or in respect of the Stock
      as
      new deposited securities 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, or transfer, additional
      Receipts or interests in Uncertificated Receipts, or may call for the surrender
      of all outstanding Receipts to be exchanged for new Receipts, or interests
      in
      Uncertificated Receipts, specifically describing such new deposited securities.
      Anything to the contrary herein notwithstanding, holders of Receipts shall
      have
      the right from and after the effective date of any such change in par, stated
      value or liquidation preference, split-up, combination or other reclassification
      of the Stock or any such recapitalization, reorganization, merger, amalgamation
      or consolidation to surrender such Receipts, or interests in Uncertificated
      Receipts, to the Depositary with instructions to convert, exchange or surrender
      the Stock represented thereby only into or for, as the case may be, the kind
      and
      amount of shares of stock and other securities and property and cash into which
      the Stock represented by such Receipts might have been converted or for which
      such Stock might have been exchanged or surrendered immediately prior to the
      effective date of such transaction.

    


    SECTION
      4.07.  Inspection
      of Reports.  The
      Depositary shall make available for inspection by record holders of Receipts
      at
      the Depositary’s Office, and at such other places as it may from time to time
      deem advisable, any reports and communications received from the Company which
      are received by the Depositary as the holder of the Stock.

    


    SECTION
      4.08.  Lists
      of Record Holders of Receipts.  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.

    


    ARTICLE
      V

    


    The
      Depositary, the Depositary’s Agents, the Registrar and the
      Company

    


    SECTION
      5.01.  Maintenance
      of Offices, Agencies and Transfer Books by the Depositary;
      Registrar.  The
      Depositary shall maintain at the Depositary’s Office facilities for the
      execution, delivery, registration and registration of transfer, surrender and
      exchange of Receipts, and at the offices of the Depositary’s Agents, if any,
      facilities for the delivery, registration of transfer, surrender and exchange
      of
      Receipts, all in accordance with the provisions of this Deposit
      Agreement.

    The
      Depositary shall keep books at the Depositary’s Office for the registration and
      registration of 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 evidenced by the
      Receipts.

    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.

    The
      Depositary may, with the approval of the Company, appoint a Registrar for
      registration of the Receipts or the Depositary Shares evidenced thereby. If
      the
      Receipts or the Depositary Shares evidenced thereby or the Stock represented
      by
      such Depositary Shares shall be listed or quoted on a securities market
      exchange, the Depositary will appoint a Registrar (acceptable to the Company)
      for registration of such Receipts or Depositary Shares in accordance with any
      requirements of such securities market or securities exchange. Such Registrar
      (which may be the Depositary if so permitted by the requirements of such
      securities market or exchange) may be removed and a substitute registrar
      appointed by the Depositary upon the request or with the approval of the
      Company. If the Receipts, such Depositary Shares or such Stock are listed on
      one
      or more other securities markets or securities exchanges, the Depositary will,
      at the request of the Company, arrange such facilities for the delivery,
      registration, registration of transfer, surrender and exchange of such Receipts,
      such Depositary Shares or such Stock as may be required by law or applicable
      securities market or exchange regulation.

    


    SECTION
      5.02.  Prevention
      of or Delay in Performance by the Depositary, the Depositary’s Agents, the
      Registrar, the Transfer Agent or the Company.  None
      of the Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent or
      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 thereunder, of
      the
      United States of America or of any other governmental authority or, in the
      case
      of the Depositary, the Depositary’s Agent or the Registrar, by reason of any
      provision, present or future, of the Company’s Articles of Incorporation
      (including the Statement) or by reason of any act of God or war or other
      circumstance beyond the control of the relevant party, the Depositary, the
      Depositary’s Agent, the Registrar, the Transfer Agent or the Company shall be
      prevented or forbidden from, or subjected to any penalty on account of, doing
      or
      performing any act or thing which the terms of this Deposit Agreement provide
      shall be done or performed; nor shall the Depositary, any Depositary’s Agent,
      any Registrar, any Transfer Agent or the Company incur any liability to any
      holder of a Receipt (i) by reason of any nonperformance or delay, caused as
      aforesaid, in the performance of any act or thing which the terms of this
      Deposit Agreement provide shall or may be done or performed, or (ii) by reason
      of any exercise of, or failure to exercise, any discretion provided for in
      this
      Deposit Agreement except, in case of any such exercise or failure to exercise
      discretion not caused as aforesaid, if caused by the gross negligence, bad
      faith
      or willful misconduct of the party charged with such exercise or failure to
      exercise.

    


    SECTION
      5.03.  Obligations
      of the Depositary, the Depositary’s Agents, the Registrar and the Transfer Agent
.  None
      of the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent
      assumes any obligation or shall be subject to any liability under this Deposit
      Agreement to holders of Receipts other than for its negligence, bad faith or
      willful misconduct; provided, however, that the Depositary shall not be liable
      for any indirect, special, punitive or consequential damages.

    None
      of
      the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent
      shall be under any obligation to appear in, prosecute or defend any action,
      suit
      or other proceeding in respect of the Stock, the Depositary Shares or the
      Receipts which 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.

    None
      of
      the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent
      shall be liable for any action or any failure to act by it in reliance upon
      the
      written advice of legal counsel or accountants, or information from any person
      presenting the Stock for deposit, any holder of a Receipt or any other person
      believed by it in good faith to be competent to give such information. The
      Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent 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.

    The
      Depositary and any Depositary’s Agent shall not be responsible for any failure
      to carry out any instruction to vote any of the shares of the Stock or for
      the
      manner or effect of any such vote made, as long as any such action or non-action
      is in good faith. The Depositary undertakes, and any Registrar and Transfer
      Agent shall be required to undertake, to perform such duties and only such
      duties as are specifically set forth in this Agreement, and no implied covenants
      or obligations shall be read into this Agreement against the Depositary, any
      Registrar or any Transfer Agent. The Depositary, the Depositary’s Agents, any
      Registrar and any Transfer Agent may own and deal in any class of securities
      of
      the Company and its affiliates and in Receipts. The Depositary may also act
      as
      transfer agent or registrar of any of the securities of the Company and its
      affiliates. The Depositary undertakes not to (i) issue any Receipt other than
      to
      evidence the Depositary Shares then on deposit with it and (ii) sell (except
      as
      provided herein), pledge or lend Depositary Shares held by it as
      Depositary.

    


    SECTION
      5.04.  Resignation
      and Removal of the Depositary; Appointment of Successor
      Depositary.  The
      Depositary may at any time resign as Depositary hereunder by notice 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.

    The
      Depositary may at any time be removed by the Company by 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 60 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 having its principal office in the United States of
      America and having a combined capital and surplus of at least $50,000,000.
      If no
      successor Depositary shall have been so appointed and have accepted appointment
      within 60 days after delivery of such notice, the resigning or removed
      Depositary may petition any court of competent jurisdiction for the appointment
      of 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 execute and
      deliver an instrument transferring to such successor all rights and powers
      of
      such predecessor hereunder, shall duly assign, transfer and deliver all right,
      title and interest in the Stock 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, and notice thereof shall not be
      required hereunder. 

    


    SECTION
      5.05.  Corporate
      Notices and Reports.  The
      Company agrees that it will transmit to the record holders of Receipts, in
      each
      case at the addresses furnished to it pursuant to Section 4.08, all notices
      and
      reports (including without limitation financial statements) required by law,
      by
      the rules of any national securities exchange upon which the Stock, the
      Depositary Shares or the Receipts are listed or by the Company’s Articles of
      Incorporation (including the Statement) to be furnished by the Company to
      holders of Receipts. Such transmission will be at the Company’s
      expense.

    


    SECTION
      5.06.  Indemnification
      by the Company.  The
      Company shall indemnify the Depositary, any Depositary’s Agent, any Registrar
      and any Transfer Agent against, and hold each of them harmless from, any loss,
      liability or expense (including the costs and expenses of defending itself)
      which may arise out of (a) acts performed or omitted in connection with this
      Agreement and the Receipts by (i) the Depositary, any Registrar, any Transfer
      Agent or any of their respective agents (including any Depositary’s Agent),
      except for any liability arising out of negligence, bad faith or willful
      misconduct on the respective parts of any such person or persons, or (ii) the
      Company or any of its agents, or (b) the offer, sale or registration of the
      Receipts or the Stock pursuant to the provisions hereof. The obligations of
      the
      Company set forth in this Section 5.06 shall survive the termination of this
      Agreement and any succession of any Depositary, Registrar, Transfer Agent or
      Depositary’s Agent.

    


    SECTION
      5.07.  Charges
      and Expenses.  The
      Company shall pay all transfer and other taxes and governmental charges arising
      solely from the existence of the depositary arrangements contemplated by this
      Deposit Agreement. The Company shall pay all fees, charges and expenses of
      the
      Depositary in connection with the initial deposit of the Stock and the initial
      issuance of the Depositary Shares and any redemption of the Stock at the option
      of the Company. All other transfer and other taxes and governmental charges
      and
      fees for the withdrawal of the Stock upon surrender of Receipts shall be at
      the
      expense of holders of Depositary Shares. If, at the request of a holder of
      Receipts, the Depositary incurs charges or expenses for which it is not
      otherwise liable hereunder, such holder will be liable for such charges and
      expenses. All other charges and expenses of the Depositary and any Depositary’s
      Agent hereunder and of any Registrar and Transfer Agent (including, in each
      case, reasonable fees and expenses of counsel) incident to the performance
      of
      their respective obligations hereunder will be paid upon consultation and
      agreement between the Depositary and the Company as to the amount and nature
      of
      such charges and expenses. The Depositary shall present its statement for
      charges and expenses to the Company at such times as the Company and the
      Depositary may agree.

    


    ARTICLE
      VI 

    


    Amendment
      and Termination

    


    SECTION
      6.01.  Amendment.  The
      form of the Receipts and any provisions 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 which they may deem necessary or desirable; provided,
      however, that no such amendment (other than any change in the fees of any
      Depositary, Registrar or Transfer Agent, which shall go into effect not sooner
      than three months after notice thereof to the record holders of the Receipts
      or
      any change as may be required by DTC) which shall materially and adversely
      alter
      the rights of the holders of Receipts shall be effective unless such amendment
      shall have been approved by the record 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
      the
      Deposit Agreement as amended thereby.

    


    SECTION
      6.02.  Termination.  This
      Agreement may be terminated by the Company or the Depositary only after (i)
      all
      outstanding Depositary Shares shall have been redeemed pursuant to Section
      2.03
      or (ii) there shall have been made a final distribution in respect of the Stock
      in connection with any liquidation, dissolution or winding up of the Company
      and
      such distribution shall have been distributed to the holders of Depositary
      Shares pursuant to Section 4.01 or 4.02, as applicable.

    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, any Registrar and any Transfer Agent under
      Sections 5.06 and 5.07.

    


    ARTICLE
      VII

    


    Miscellaneous

    


    SECTION
      7.01.  Counterparts.  This
      Deposit Agreement may be executed in any number of counterparts, and by each
      of
      the parties hereto on 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.

    


    SECTION
      7.02.  Exclusive
      Benefit of Parties.  This
      Deposit Agreement is for the exclusive benefit of the parties hereto, including
      holders of Receipts from time to time 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
      7.03.  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.

    


    SECTION
      7.04.  Notices.  Any
      and all 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, facsimile or telegram or telex confirmed by letter,
      addressed to the Company at Two North Ninth Street Allentown, PA 18101-1179,
      facsimile: (610) 774-5106, to the attention of the Treasurer, or at any other
      address of which the Company shall have notified the Depositary in
      writing.

    Any
      and
      all 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 confirmed by letter, addressed
      to the Depositary at the Depositary’s Office, at 161 North Concord Exchange,
      South St. Paul, MN 55075, facsimile: (651) 451-4078, to the attention of the
      PPL
      Account Manager, or at any other address of which the Depositary shall have
      notified the Company in writing.

    Any
      communication contemplated herein shall be deemed to have been made, given,
      furnished and filed if personally delivered, on the date of delivery, if
      transmitted by facsimile transmission or other direct written electronic means,
      on the date of transmission, and if transmitted by registered or certified
      mail
      or reputable overnight courier, on the date of receipt. 

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

    


    SECTION
      7.05.  Depositary’s
      Agents.  
      Except as otherwise set forth herein, the Depositary may from time to time
      appoint Depositary’s Agents to act in any respect for the Depositary for the
      purposes of this Deposit Agreement and may at any time appoint additional
      Depositary’s Agents and vary or terminate the appointment of such Depositary’s
      Agents. The Depositary will notify the Company of any such action.

    


    SECTION
      7.06.  Holders
      of Receipts Are Parties.  The
      holders of Receipts from time to time shall be parties to this Deposit Agreement
      and shall be bound by all of the terms and conditions hereof and of the Receipts
      by acceptance of delivery, or transfer, thereof.

    


    SECTION
      7.07.  GOVERNING
      LAW.  THIS
      DEPOSIT AGREEMENT AND THE RECEIPTS SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

    


    SECTION
      7.08.  Inspection
      of 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
      Depositary’s office and the respective offices of the Depositary’s Agents, if
      any, by any holder of a Receipt.

    


    SECTION
      7.09.  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 the
      Receipts or to have any bearing upon the meaning or interpretation of any
      provision contained herein or in the Receipts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company and the Depositary have duly executed this
      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.

    PPL
      ELECTRIC UTILITIES CORPORATION

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    WELLS
      FARGO BANK, N.A., as Depositary 

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    WELLS
      FARGO BANK, N.A., as Depositary on behalf of the Holders from time to time
      of
      the Receipts 

    


    


    By:
      ______________________________________

    Name:

    Title:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    DEPOSITARY
      RECEIPT

    FOR

    DEPOSITARY
      SHARES

    EACH
      REPRESENTING AN INTEREST 

    (SUBJECT
      TO ADJUSTMENT) IN A SHARE OF

    Preference
      Stock, without par value

    OF

    PPL
      ELECTRIC UTILITIES CORPORATION 

    (Incorporated
      under the laws of the State of Pennsylvania)

    _______________________
      

    


    CUSIP
      NO.             

     

    
      	 No.	EACH
              DEPOSITARY SHARE REPRESENTS AN INTEREST (SUBJECT TO ADJUSTMENT) IN
              A SHARE
              OF PREFERENCE STOCK, WITHOUT PAR VALUE, OF PPL ELECTRIC UTILITIES
              CORPORATION.


    

     

    [INSERT
      THIS DTC LEGEND IF GLOBAL RECEIPT AND DTC WILL BE GLOBAL
      RECEIPTHOLDER]

    


    THIS
      DEPOSITARY RECEIPT IS IN GLOBAL FORM WITHIN THE MEANING OF THE DEPOSIT AGREEMENT
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
      COMPANY (“DTC”) OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
      OR IN PART FOR DEPOSITARY RECEIPTS IN CERTIFICATED FORM, THIS DEPOSITARY RECEIPT
      MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A
      NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY ANY SUCH NOMINEE TO A
      SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY
      IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR THE
      DEPOSITARY, AND ANY DEPOSITARY RECEIPT ISSUED IS REGISTERED IN THE NAME OF
      CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
      OTHER
      USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
      AS
      THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

    


    1.      Wells
      Fargo Bank, N.A. organized under the laws of the United States of America,
      as
      Depositary (the “Depositary”), hereby certifies
      that                  is
      the registered owner of
                    
Depositary Shares (“Depositary Shares”) [, or such other amount as may be
      specified on the attached Schedule of Exchanges of Receipts], each Depositary
      Share representing a (as such fraction may from time to time be adjusted as
      provided in the Deposit Agreement, as defined below) interest in a share of
      Preference Stock, without par value (the “Stock”), of PPL Electric Utilities
      Corporation, a corporation duly organized and existing under the laws of the
      Commonwealth of Pennsylvania (the “Company”), deposited with, and held by, the
      Depositary. The rights, preferences and limitations of the Stock are set forth
      in the Statement with Respect to Shares dated April 6, 2006 (the “Statement”),
      adopted by resolution of the Company, copies of which are on file at the
      Depositary’s Office
      at                           
..

    


    2.     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 April 6, 2006 (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 Depositary’s Office) sets
      forth the rights of holders of Receipts and the rights and duties of the
      Depositary in respect of the Stock deposited, and any and all money and other
      property from time to time held thereunder. The statements made in 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. The holder
      of this Receipt from time to time shall be deemed to be a party to the Deposit
      Agreement and shall be bound by, and entitled to all of the rights and benefits
      under, all the terms and conditions hereof and of the Deposit Agreement by
      acceptance of delivery of this Receipt. Unless otherwise expressly herein
      provided, all defined terms shall have the meanings ascribed thereto in the
      Deposit Agreement.

    


    3.     REDEMPTION.
      Wherever the Company shall be permitted and shall elect, under the Statement,
      to
      redeem shares of the Stock, it shall give the Depositary not less than 40 nor
      more then 70 days’ notice thereof. The Depositary shall mail notice of such
      redemption and the simultaneous redemption of the corresponding Depositary
      Shares not less than 30 and not more than 60 days prior to the date fixed for
      redemption to the holders of record of Receipts representing the number of
      Depositary Shares to be redeemed. Each such notice shall state: (i) the date
      of
      such proposed redemption; (ii) the number of Depositary Shares to be redeemed;
      (iii) the redemption price; and (iv) the place or places where Receipts
      evidencing Depositary Shares are to be surrendered for payment of the redemption
      price. In case less than all the outstanding Depositary Shares are to be
      redeemed, the Depositary Shares to be so redeemed shall be selected by lot
      or
      pro rata as may be determined by the Depositary to be equitable. From and after
      the date set for redemption, such Depositary Shares shall no longer be deemed
      outstanding and all rights of the holders of Receipts representing such
      Depositary Shares (except the right to receive the redemption price) shall
      cease
      and terminate. From and after the redemption date, upon surrender in accordance
      with the redemption notice of the Receipts representing any such Depositary
      Shares (properly endorsed or assigned for transfer, if the Depositary shall
      so
      require), such Depositary Shares shall be redeemed by the Depositary at the
      redemption price per share equal to 1⁄4 of the redemption price per share paid in
      respect of the shares of the Stock, plus declared and unpaid dividends on such
1⁄4
a share to the date fixed for redemption.

    


    4.     TRANSFERS,
      SPLIT-UPS, COMBINATIONS. This Receipt is transferable on the books of the
      Depositary upon surrender of this Receipt to the Depositary, properly endorsed
      or accompanied by a properly executed instrument of transfer, and upon such
      transfer the Depositary shall execute a new Receipt to or upon the order of
      the
      person entitled thereto, as provided in the Deposit Agreement. This Receipt
      may
      be split into other Receipts or combined with other Receipts into one Receipt,
      representing the same aggregate number of Depositary Shares as the Receipt
      or
      Receipts surrendered.

    


    5.     SUSPENSION
      OF DELIVERY, TRANSFER, ETC. The transfer or surrender of this Receipt may be
      suspended during any period when the register of stockholders of the Company
      is
      closed or if any such action is deemed necessary or advisable by the Depositary,
      any agent of the Depositary, or the Company at any time or from time to time
      because of any requirement of rule of law or of any government or governmental
      body or commission, or under any provision of the Deposit
      Agreement.

    


    6.     PAYMENT
      OF TAXES OR OTHER GOVERNMENTAL CHARGES. If any tax or other government charge
      shall become payable by or on behalf of the Depositary with respect to this
      Receipt, such tax (including transfer taxes, if any) or governmental charge
      shall be payable by the holder hereof. Transfer of this Receipt may be refused
      until such payment is made, and any dividends, interest payments or other
      distributions may be withheld or any part of or all the Stock or other property
      represented by this Receipt and not theretofore sold may be sold for the account
      of the holder thereof (after attempting by reasonable means to notify such
      holder prior to such sale), and such dividends, interest payments or other
      distributions or the proceeds of any such sale may be applied to any payment
      of
      such tax or charge, the holder of this Receipt remaining liable for any
      deficiency.

    


    7.     WARRANTY
      BY COMPANY. The Company has warranted that the Stock, when issued, will be
      validly issued, fully paid and nonassessable.

    


    8.     AMENDMENT.
      The form of the Receipts and any provisions 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 which they may deem necessary or desirable; provided,
      however, that no such amendment (other than any change in the fees of any
      Depositary, Registrar or Transfer Agent, which shall go into effect not sooner
      than three months after notice thereof to the record holders of the Receipts
      or
      any change as may be required by DTC) which shall materially and adversely
      alter
      the rights of the holders of Receipts shall be effective unless such amendment
      shall have been approved by the record holders of at least a majority of the
      Depositary Shares then outstanding. A holder of a Receipt at the time any such
      amendment so becomes effective shall be deemed, by continuing to hold such
      Receipt, to consent and agree to such amendment and to be bound by the Deposit
      Agreement as amended thereby.

    


    9.     CHARGES
      OF DEPOSITARY. The Company will pay all transfer and other taxes and
      governmental charges arising solely from the existence of the depositary
      arrangements, and all charges of the Depositary in connection with the initial
      deposit of the Stock and the initial issuance of the Depositary Shares and
      redemption of the Stock at the option of the Company. All other transfer and
      other taxes and other governmental charges shall be at the expense of holders
      of
      Depositary Shares. All other charges and expenses of the Depositary and any
      agent of the Depositary will be paid in consultation and agreement between
      the
      Depositary and the Company.

    


    10.     TITLE
      OF
      RECEIPTS. This Receipt (and the Depositary Shares evidenced hereby), when
      properly endorsed or proper instructions for transfer have been received, and
      properly executed instrument of transfer have been provided, is transferable
      by
      delivery with the same effect as in the case of a negotiable instrument;
      provided, however, that until transfer of a Receipt shall be registered on
      the
      books of the Depositary, 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 distributions
      of
      dividends or other distributions or to any notice provided for in the Deposit
      Agreement, and for all other purposes.

    


    11.     DIVIDENDS
      AND DISTRIBUTIONS. Whenever the Depositary receives any cash dividend or other
      cash distribution on the Stock, the Depositary will, subject to the provisions
      of the Deposit Agreement, make such distribution to the Receipt holders as
      nearly as practicable in proportion to the number of Depositary Shares held
      by
      them; provided, however, that the amount distributed will be reduced by any
      amounts required to be withheld by the Company or the Depositary on account
      of
      taxes. Other distributions received on the Stock may be distributed to holders
      of Receipts as provided in the Deposit Agreement.

    


    12.     FIXING
      OF
      RECORD DATE. Whenever any cash dividend or other cash distribution shall become
      payable or any distribution other than cash shall be made, or if rights,
      preferences or privileges shall at any time be offered, with respect to the
      Stock, or whenever the Depositary shall receive notice of any meeting at which
      holders of the Stock are entitled to vote or of which holders of the Stock
      are
      entitled to notice, the Depositary shall in each instance fix a record date
      (which shall be the record date fixed by the Company with respect to the Stock),
      for the determination of the holders of Receipts who shall be entitled to
      receive such dividend, distribution, rights, preferences or privileges or the
      net proceeds of the sale thereof, or to give instructions for the exercise
      of
      voting rights at any such meeting, or who shall be entitled to notice of such
      meeting.

    


    13.     VOTING
      RIGHTS. Upon receipt of notice of any meeting at which holders of the Stock
      are
      entitled to vote, the Depositary shall promptly mail to the record holders
      of
      Receipts a notice which shall contain (i) such information as is contained
      in
      such notice of meeting and (ii) a statement informing holders of Receipts that
      they may instruct the Depositary as to the exercise of the voting rights
      pertaining to the amount of the Stock represented by their respective Depositary
      Shares and 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 amount of the Stock represented by such Receipt in accordance with
      the
      instructions set forth in such request. In the absence of specific instructions
      from the holder of a Receipt, the Depositary will abstain from voting (but,
      at
      its discretion, not from appearing at any meeting with respect to such Stock
      unless directed to the contrary by the holders of Receipts) to the extent of
      the
      Stock represented by the Depositary Shares evidenced by such
      Receipt.

    


    14.     CHANGES
      AFFECTING DEPOSITED SECURITIES. Upon any change in par, stated value or
      liquidation preference, split-up, combination or any other reclassification
      of
      the Stock or upon any recapitalization, reorganization, merger, amalgamation
      or
      consolidation affecting the Company or to which it is a party, or upon the
      sale
      of all or substantially all the Company’s assets, the Depositary may in its
      discretion with the approval of the Company, and in such manner as the
      Depositary may deem equitable, (i) make such adjustments in (x) the fraction
      of
      an interest represented by one Depositary Share in shares of the Stock and
      (y)
      the ratio of the redemption price of shares of the Stock, in each case as may
      be
      necessary to fully reflect the effect of such change and (ii) treat any
      securities which shall be received by the Depositary in exchange for or upon
      conversion or in respect of the Stock as new deposited securities 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 cause to be credited interest in
      Uncertificated Receipts, or may call for the surrender of outstanding Receipts
      to be exchanged for new Receipts specifically describing such new deposited
      securities.

    


    15.     LIABILITY
      AND OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY’S AGENTS. None of the
      Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent assumes
      any obligation or shall be subject to any liability under the Deposit Agreement
      to holders of Receipts other than for its negligence, bad faith or willful
      misconduct; provided, however, that the Depositary shall not be liable for
      any
      indirect, special, punitive or consequential damages. None of the Depositary,
      any Depositary’s Agent, any Registrar, any Transfer Agent shall incur any
      liability to any holder of any Receipt if by reason of any provision of any
      present or future law, or regulation thereunder, of the United States of America
      or of any other governmental authority or, in the case of the Depositary, the
      Depositary’s Agent or the Registrar, by reason of any provision, present or
      future, of the Company’s Articles of Incorporation (including the Statement) or
      by reason of any act of God or war or other circumstance beyond the control
      of
      the relevant party, the Depositary, the Depositary’s Agent, the Registrar, the
      Transfer Agent shall be prevented or forbidden from, or subjected to any penalty
      on account of, doing or performing any act or thing which the terms of this
      Deposit Agreement provide shall be done or performed; nor shall the Depositary,
      any Depositary’s Agent, any Registrar, any Transfer Agent incur any liability to
      any holder of a Receipt (i) by reason of any nonperformance or delay, caused
      as
      aforesaid, in the performance of any act or thing which the terms of this
      Deposit Agreement provide shall or may be done or performed, or (ii) by reason
      of any exercise of, or failure to exercise, any discretion provided for in
      the
      Deposit Agreement except, in case of any such exercise or failure to exercise
      discretion not caused as aforesaid, if caused by the gross negligence, bad
      faith
      or willful misconduct of the party charged with such exercise or failure to
      exercise. None of the Depositary, any Depositary’s Agent, any Registrar or any
      Transfer Agent shall be liable for any action or any failure to act by it in
      reliance upon the written advice of legal counsel or accountants, or information
      from any person presenting the Stock for deposit, any holder of a Receipt or
      any
      other person believed by it in good faith to be competent to give such
      information. The Depositary, any Depositary’s Agent, any Registrar and any
      Transfer Agent 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.
      None of the Depositary, any Depositary’s Agent, any Registrar or any Transfer
      Agent shall be under any obligation to appear in, prosecute or defend any
      action, suit or other proceeding in respect of the Stock, the Depositary Shares
      or the Receipts which 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.

    


    16.     RESIGNATION
      AND REMOVAL OF DEPOSITARY. The Depositary may at any time (a) resign by written
      notice 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, or (b) be removed by the Company effective upon the
      appointment of a successor Depositary and its acceptance of such
      appointment.

    


    17.     TERMINATION
      OF DEPOSIT AGREEMENT. The Deposit Agreement may be terminated by the Company
      or
      the Depositary only upon or after the occurrence of any of the following events:
      (i) all outstanding Depositary Shares shall have been redeemed or (ii) there
      shall have been made a final distribution in respect of the Stock in connection
      with any liquidation, dissolution or winding up of the Company and such
      distribution shall have been distributed to the holders of Receipts. Upon the
      termination of the Deposit Agreement, the Company shall be discharged from
      all
      obligations thereunder except for its obligations to the Depositary with respect
      to indemnification, charges and expenses.

    


    18.     GOVERNING
      LAW. This Receipt and the Deposit Agreement shall be governed by, and construed
      in accordance with, the laws of the State of New York.

    


    This
      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 facsimile by a duly authorized signatory of the Depositary or a
      Registrar for the Receipts.

    


    The
      Company will furnish without charge to each stockholder who so requests the
      powers, designations, preferences and rights of each class of stock or series
      thereof and the qualifications, limitations or restrictions of such preferences
      and/or rights.

    


    


    
      	
              Dated:
                

            	
              Wells
                Fargo Bank, N.A., 

              as
                Depositary and Registrar

            


      	 	 


      	 	 By:
              ____________________________________________________


      	 	                        
              Authorized Officer


    

     

     

    
      	 	
              [Insert
                signature block for Registrar for the Receipts if other than the
                Depositary]

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF EXCHANGES OF RECEIPTS1

    


    The
      following exchanges of a part of this Global Receipt for Certificated Receipts
      or a part of another Global Receipt have been made:

    


    

      
        	
                Date
                  of Exchange

              	
                 

              	
                Amount
                  of decrease in number of Depositary Shares represented by this
                  Global
                  Receipt

              	
                 

              	
                Amount
                  of increase in number of Depositary Shares represented by this
                  Global
                  Receipt

              	
                 

              	
                Number
                  of Depositary Shares represented by this Global Receipt following
                  such
                  decrease (or increase)

              	
                 

              	
                Signature
                  of authorized officer of Depositary and
                  Registrar

              


      

    

    


    


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      Global Receipts