<PAGE>

                                                                     Exhibit 4.5
                                                                     -----------

                              AMERICREDIT CORP.,

                                      AND

                               [DEPOSITORY BANK]
                                 As Depository

                                      AND

                        HOLDERS OF DEPOSITORY RECEIPTS



                               DEPOSIT AGREEMENT

                         Dated as of __________, 2001
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I    DEFINITIONS..................................................    1
             Articles of Incorporation....................................    1
             Certificate of Determination.................................    1
             Common Stock.................................................    1
             Company......................................................    1
             Corporate Office.............................................    1
             Depositary...................................................    1
             Depositary Share.............................................    1
             Depositary's Agent...........................................    2
             New York Office..............................................    2
             Receipt......................................................    2
             Record holder or Holder......................................    2
             Registrar....................................................    2
             Securities Act...............................................    2
             Stock........................................................    2

ARTICLE II   FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND
DELIVERY, TRANSFER, SURRENDER, REDEMPTION AND CONVERSION
OF RECEIPTS...............................................................    2
     SECTION 2.1  FORM AND TRANSFER OF RECEIPTS...........................    2
     SECTION 2.2  TEMPORARY RECEIPTS......................................    3
     SECTION 2.3  DEPOSIT OF STOCK; EXECUTION AND DELIVERY
           OF RECEIPTS IN RESPECT THEREOF.................................    3
     SECTION 2.4  REDEMPTION AND CONVERSION OF STOCK......................    4
     SECTION 2.5  REGISTER OF TRANSFER OF RECEIPTS........................    6
     SECTION 2.6  COMBINATION AND SPLIT-UPS OF RECEIPTS...................    6
     SECTION 2.7  SURRENDER OF RECEIPTS AND WITHDRAWAL OF STOCK...........    7
     SECTION 2.8  LIMITATIONS ON EXECUTION AND DELIVERY,
           TRANSFER, SPLIT-UP, COMBINATION, SURRENDER AND
           EXCHANGE OF RECEIPTS AND WITHDRAWAL OR DEPOSIT
           OF STOCK.......................................................    8
     SECTION 2.9  LOST RECEIPTS, ETC......................................    8
     SECTION 2.10 CANCELLATION AND DESTRUCTION OF
           SURRENDERED RECEIPTS...........................................    8

ARTICLE III  CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND
THE COMPANY...............................................................    9
     SECTION 3.1  FILING PROOFS, CERTIFICATES AND OTHER INFORMATION.......    9
     SECTION 3.2  PAYMENT OF TAXES OR OTHER GOVERNMENTAL
           CHARGES........................................................    9
     SECTION 3.3  WITHHOLDING.............................................    9
     SECTION 3.4  REPRESENTATIONS AND WARRANTIES AS TO STOCK..............    9

ARTICLE IV   THE STOCK, NOTICES...........................................   10
</TABLE>
<PAGE>

<TABLE>
<S>                                                                          <C>
     SECTION 4.1  CASH DISTRIBUTIONS........................................ 10
     SECTION 4.2  DISTRIBUTIONS OTHER THAN CASH............................. 10
     SECTION 4.3  SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES............ 10
     SECTION 4.4  NOTICE OF DIVIDENDS, FIXING OF RECORD DATE
          FOR HOLDERS OF RECEIPTS........................................... 11
     SECTION 4.5  VOTING RIGHTS............................................. 12
     SECTION 4.6  CHANGES AFFECTING STOCK AND
          RECLASSIFICATIONS, RECAPITALIZATIONS, ETC......................... 12
     SECTION 4.7  REPORTS................................................... 12
     SECTION 4.8  LISTS OF RECEIPT HOLDERS.................................. 12

ARTICLE V THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE
REGISTRAR AND THE COMPANY................................................... 13
     SECTION 5.1  MAINTENANCE OF OFFICES, AGENCIES, TRANSFER
          BOOKS BY THE DEPOSITARY; THE REGISTRAR............................ 13
     SECTION 5.2  PREVENTION OR DELAY IN PERFORMANCE BY THE
          DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR
          OR THE COMPANY.................................................... 13
     SECTION 5.3  OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S
          AGENTS, THE REGISTRAR AND THE COMPANY............................. 14
     SECTION 5.4  RESIGNATION AND REMOVAL OF THE
          DEPOSITARY, APPOINTMENT OF SUCCESSOR DEPOSITARY................... 15
     SECTION 5.5  CORPORATE NOTICES AND REPORTS............................. 16
     SECTION 5.6  DEPOSIT OF STOCK BY THE COMPANY........................... 16
     SECTION 5.7  INDEMNIFICATION BY THE COMPANY............................ 16
     SECTION 5.8  FEES, CHARGES AND EXPENSES................................ 17

ARTICLE VI AMENDMENT AND TERMINATION........................................ 17
     SECTION 6.1  AMENDMENT................................................. 17
     SECTION 6.2  TERMINATION............................................... 17

ARTICLE VII MISCELLANEOUS................................................... 18
     SECTION 7.1  COUNTERPARTS.............................................. 18
     SECTION 7.2  EXCLUSIVE BENEFITS OF PARTIES............................. 18
     SECTION 7.3  INVALIDITY OF PROVISIONS.................................. 18
     SECTION 7.4  NOTICES................................................... 19
     SECTION 7.5  DEPOSITARY'S AGENTS....................................... 19
     SECTION 7.6  HOLDERS OF RECEIPTS ARE PARTIES........................... 19
     SECTION 7.7  GOVERNING LAW............................................. 20
     SECTION 7.8  HEADINGS.................................................. 20
</TABLE>

<PAGE>

                               DEPOSIT AGREEMENT


     DEPOSIT AGREEMENT, dated as of ______________, 2001, among AmeriCredit
Corp., a Texas corporation, [DEPOSITARY BANK], a banking corporation, as
Depositary, and all holders from time to time of Receipts issued hereunder.

                             W I T N E S S E T H:

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

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

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

                                   ARTICLE I
                                  DEFINITIONS

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

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

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

     "Common Stock" shall mean the Company's Common Stock.

     "Company" shall mean AmeriCredit Corp., a Texas corporation, and its
successors.

     "Corporate Office" shall mean the office of the Depositary in ___________,
 __________ at which at any particular time its business in respect of matters
 governed by this Deposit Agreement shall be administered, which at the date of
 this Deposit Agreement is located at "Deposit Agreement" shall mean this
 agreement, as the same may be amended, modified or supplemented from time to
 time.

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

     "Depositary Share" shall mean the rights evidenced by the Receipts
executed and delivered hereunder, including the interests in Stock granted to
holders of Receipts pursuant to the terms and

                                       1
<PAGE>

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

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

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

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

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

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

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

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


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

     SECTION 2.1 FORM AND TRANSFER OF RECEIPTS.

     Receipts shall be engraved or printed or lithographed on steel-engraved
 borders and shall be substantially in the form set forth in Exhibit A annexed
 to this Deposit Agreement, with appropriate insertions, modifications and
 omissions, as hereinafter provided. Receipts shall be executed by the
 Depositary by the manual signature of a duly authorized signatory of the
 Depositary; provided, however, that such signature may be a facsimile if a
 Registrar (other than the Depositary) shall have countersigned the Receipts by
 manual signature of a duly authorized signatory of the Registrar. No Receipt
 shall be entitled to any benefits under this Deposit Agreement or be valid or
 obligatory for

                                       2
<PAGE>

any purpose unless it shall have been executed as provided in the preceding
sentence. The Depositary shall record on its books each Receipt executed as
provided above and delivered as hereinafter provided. Receipts bearing the
facsimile signature of anyone who was at any time a duly authorized officer of
the Depositary shall bind the Depositary, notwithstanding that such officer has
ceased to hold such office prior to the delivery of such Receipts.

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

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

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

     SECTION 2.2 TEMPORARY RECEIPTS.

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

     SECTION 2.3 DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS IN RESPECT
THEREOF.

     Subject to the terms and conditions of this Deposit Agreement, the Company
or any holder of Stock may deposit such Stock under this Deposit Agreement by
delivery to the Depositary of a certificate or certificates for the Stock to be
deposited, properly endorsed or accompanied, if required by the Depositary, by a
properly executed instrument of transfer in form satisfactory to the Depositary,
together with (a) all such certifications as may be required by the Depositary
in accordance with the provisions of this Deposit Agreement and (b) a written
order of the Company or such holder, as the case may be, directing the
Depositary to execute and deliver to or upon the written order of the person or
persons stated in such order a Receipt or Receipts for the number of Depositary
Shares representing such deposited Stock.

                                       3
<PAGE>

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

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

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

     SECTION 2.4 REDEMPTION AND CONVERSION OF STOCK.

     Whenever the Company shall elect to redeem or be required to convert shares
of Stock into shares of Common Stock in accordance with the Certificate of
Determination, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary in its capacity as Depositary not less than 5 business days'
prior notice of the proposed date of the mailing of a notice of redemption or
conversion of Stock and the simultaneous redemption or conversion of the
Depositary Shares representing the Stock to be redeemed or converted and of the
number of such shares of Stock held by the Depositary to be redeemed or
converted. The Depositary shall, as directed by the Company in writing, mail,
first class postage prepaid, notice of the redemption or conversion of Stock and
the proposed simultaneous redemption or conversion of the Depositary Shares
representing the Stock to be redeemed or converted, not less than 30 and not
more than 60 days prior to the date fixed for redemption or conversion of such
Stock and Depositary Shares, to the record holders of the Receipts evidencing
the Depositary Shares to be so redeemed or converted, at the addresses of such
holders as the same appear on the records of the Depositary; provided, that if
the effectiveness of a merger, consolidation or other transaction makes it
impracticable to provide at least 30 days' notice, the Depositary shall provide
such notice as soon as practicable prior to such effectiveness. Any such notice
shall also be published in the same manner as notices of redemption or
conversion of Stock are required to be published pursuant to the Certificate of
Determination. Notwithstanding the foregoing, neither failure to mail or publish
any such notice to one or more such holders nor any defect in any notice shall
affect the sufficiency of the proceedings for redemption or conversion.

                                       4
<PAGE>

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

     On the date of any such redemption or conversion, the Depositary shall
surrender the certificate or certificates held by the Depositary evidencing the
number of shares of Stock to be redeemed or converted in the manner specified in
the notice of redemption or conversion of Stock provided by the Company pursuant
to the Certificate of Determination. The Depositary shall, thereafter, redeem or
convert the number of Depositary Shares representing such redeemed or converted
Stock upon the surrender of Receipts evidencing such Depositary Shares in the
manner provided in the notice sent to record holders of Receipts; provided, that
the Depositary shall have received, upon surrendering such certificate or
certificates as aforesaid, a sufficient number of shares of Common Stock to
convert or redeem such number of Depositary Shares (including, in the event that
the Company elects pursuant to the Certificate of Determination to exercise any
option to deliver shares of Common Stock in lieu of any cash consideration
payable on the effective date of any merger or consolidation, a number of shares
of Common Stock equal to such cash consideration (as determined in the manner
set forth in the Certificate of Determination)), plus any accrued and unpaid
dividends payable with respect thereto to and including the date of any such
redemption or conversion and any other cash consideration payable on the
effective date of a merger or consolidation (other than any dividends or other
cash consideration payable on the effective date of a merger or consolidation
that the Company has elected to pay in shares of Common Stock pursuant to the
Certificate of Determination) as instructed and calculated by the Company. In
case fewer than all the outstanding Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed shall be selected by the Depositary by lot or
on a pro rata basis or by any equitable method as the Depositary may decide.

     Notice having been mailed by the Depositary as aforesaid, from and after
the redemption or conversion date (unless the Company shall have failed to
redeem or convert the shares of Stock to be redeemed or converted by it upon the
surrender of the certificate or certificates therefor by the Depositary as
described in the preceding paragraph), the Depositary Shares called for
redemption or subject to conversion shall be deemed no longer to be outstanding
and all rights of the holders of Receipts evidencing such Depositary Shares
(except the right to receive the shares of Common Stock and cash, if any,
payable upon redemption or conversion upon surrender of such Receipts) shall, to

                                       5
<PAGE>

the extent of such Depositary Shares, cease and terminate. Upon surrender in
accordance with said notice of the Receipts evidencing such Depositary Shares
(properly endorsed or assigned for transfer, if the Depositary shall so
require), such Depositary Shares shall be converted into or redeemed for shares
of Common Stock at a rate equal to ____________ of the number of shares of
Common Stock delivered, and the holders thereof shall be entitled to ___________
of the cash, if any, payable, in respect of the shares of Stock pursuant to the
Certificate of Determination. The foregoing shall be subject further to the
terms and conditions of the Certificate of Determination. If fewer than all of
the Depositary Shares evidenced by a Receipt are called for redemption, the
Depositary will deliver to the holder of such Receipt upon its surrender to the
Depositary, together with the shares of Common Stock and all accrued and unpaid
dividends to and including the date fixed for redemption payable in respect of
the Depositary Shares called for redemption, a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for redemption.

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

     The Depositary shall not be required (a) to issue, transfer or exchange any
Receipts for a period beginning at the opening of business 15 days next
preceding any selection of Depositary Shares and Stock to be redeemed and ending
at the close of business on the day of the mailing of notice of redemption of
Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt
evidencing Depositary Shares called or being called for redemption, in whole or
in part, or subject to conversion except as provided in the second preceding
paragraph of this Section 2.4.

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

     SECTION 2.5  REGISTER OF TRANSFER OF RECEIPTS.

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


     SECTION 2.6  COMBINATION AND SPLIT-UPS OF RECEIPTS.

                                       6
<PAGE>

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

     SECTION 2.7  SURRENDER OF RECEIPTS AND WITHDRAWAL OF STOCK.

     Any holder of a Receipt or Receipts may withdraw any or all of the Stock
(but only in whole shares of Stock) represented by the Depositary Shares
evidenced by such Receipts and all money and other property, if any, represented
by such Depositary Shares by surrendering such Receipt or Receipts at the
Corporate Office, the New York Office or at such other office as the Depositary
may designate for such withdrawals. After such surrender, without unreasonable
delay, the Depositary shall deliver to such holder, or to the person or persons
designated by such holder as hereinafter provided, the whole number of shares of
Stock and all such money and other property, if any, represented by the
Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal. If the Receipt or Receipts delivered by the holder to the Depositary
in connection with such withdrawal shall evidence a number of Depositary Shares
in excess of the number of whole Depositary Shares representing the whole number
of shares of Stock to be withdrawn, the Depositary shall at the same time, in
addition to such whole number of shares of Stock and such cash and other
property, if any, to be withdrawn, deliver to such holder, or (subject to
Section 2.5) upon his order, a new Receipt or Receipts evidencing such excess
number of whole Depositary Shares. Delivery of the Stock and such cash and other
property being withdrawn may be made by the delivery of such certificates,
documents of title and other instruments as the Depositary may deem appropriate,
which, if required by the Depositary, shall be properly endorsed or accompanied
by proper instruments of transfer.

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

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

                                       7
<PAGE>

     SECTION 2.8 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SPLIT-UP,
COMBINATION, SURRENDER AND EXCHANGE OF RECEIPTS AND WITHDRAWAL OR DEPOSIT OF
STOCK.

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

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

     SECTION 2.9 LOST RECEIPTS, ETC.

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

     SECTION 2.10  CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.

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

                                       8
<PAGE>

                                  ARTICLE III
                         CERTAIN OBLIGATIONS OF HOLDERS
                          OF RECEIPTS AND THE COMPANY

     SECTION 3.1 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION.

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

     SECTION 3.2 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES.

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

     SECTION 3.3 WITHHOLDING.

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

     SECTION 3.4 REPRESENTATIONS AND WARRANTIES AS TO STOCK.

     In the case of the initial deposit of the Stock, the Company and, in the
case of subsequent deposits thereof, each person so depositing Stock under this
Deposit Agreement shall be deemed thereby to represent and warrant that such
Stock and each certificate therefor are valid and that the

                                       9
<PAGE>

person making such deposit is duly authorized to do so. Such representations and
warranties shall survive the deposit of the Stock and the issuance of Receipts
therefor.

                                  ARTICLE IV
                              THE STOCK, NOTICES

     SECTION 4.1 CASH DISTRIBUTIONS.

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

     SECTION 4.2 DISTRIBUTIONS OTHER THAN CASH.

     Whenever the Depositary shall receive any distribution other than cash,
rights, preferences or privileges upon the Stock, the Depositary shall, subject
to Section 3.2, distribute to record holders of Receipts on the record date
fixed pursuant to Section 4.4 such amounts of the securities or property
received by it as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders, in
any manner that the Depositary and the Company may deem equitable and
practicable for accomplishing such distribution. If, in the opinion of the
Depositary after consultation with the Company, such distribution cannot be made
proportionately among such record holders, or if for any other reason (including
any tax withholding or securities law requirement), the Depositary deems, after
consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company which approval shall not be
unreasonably withheld, adopt such method as it deems equitable and practicable
for the purpose of effecting such distribution, including the sale (at public or
private sale) of the securities or property thus received, or any part thereof,
at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Section 3.2, be distributed or made
available for distribution, as the case may be, by the Depositary to record
holders of Receipts as provided by Section 4.1 in the case of a distribution
received in cash.

     SECTION 4.3 SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES.

     If the Company shall at any time offer or cause to be offered to the
persons in whose names Stock is registered on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, such

                                       10
<PAGE>

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

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

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

     SECTION 4.4 NOTICE OF DIVIDENDS, FIXING OF RECORD DATE FOR HOLDERS OF
RECEIPTS.

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

                                       11
<PAGE>

     SECTION 4.5 VOTING RIGHTS.

     Upon receipt of notice of any meeting at which the holders of Stock are
entitled to vote, the Depositary shall, as soon as practicable thereafter, mail
to the record holders of Receipts a notice, which shall be provided by the
Company and which shall contain (a) such information as is contained in such
notice of meeting, (b) a statement that the holders of Receipts at the close of
business on a specified record date fixed pursuant to Section 4.04 will be
entitled, subject to any applicable provision of law, the Articles of
Incorporation or the Certificate of Determination, to instruct the Depositary as
to the exercise of the voting rights pertaining to the Stock represented by
their respective Depositary Shares and (c) a brief statement as to the manner in
which such instructions may be given. Upon the written request of a holder of a
Receipt on such record date, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the Stock represented by the Depositary
Shares evidenced by such Receipt in accordance with the instructions set forth
in such request. The Company hereby agrees to take all reasonable action that
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Stock or cause such Stock to be voted. In the absence of specific
instructions from the holder of a Receipt, the Depositary will abstain from
voting to the extent of the Stock represented by the Depositary Shares evidenced
by such Receipt.

     SECTION 4.6 CHANGES AFFECTING STOCK AND RECLASSIFICATIONS,
RECAPITALIZATIONS, ETC.

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

     SECTION 4.7 REPORTS.

     The Depositary shall make available for inspection by holders of Receipts
at the Corporate Office, the New York Office and at such other places as it may
from time to time deem advisable during normal business hours any reports and
communications received from the Company that are received by the Depositary as
the holder of Stock.

     SECTION 4.8 LISTS OF RECEIPT HOLDERS.

     Promptly upon request from time to time by the Company, the Depositary
shall furnish to it a list, as of a recent date, of the names, addresses and
holdings of Depositary Shares of all persons in whose names Receipts are
registered on the books of the Depositary. At the expense of the Company, the
Company shall have the right to inspect transfer and registration records of the

                                       12
<PAGE>

Depositary, any Depositary's Agent or the Registrar, take copies thereof and
require the Depositary, any Depositary's Agent or the Registrar to supply copies
of such portions of such records as the Company may request.


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

     SECTION 5.1 MAINTENANCE OF OFFICES, AGENCIES, TRANSFER BOOKS BY THE
DEPOSITARY; THE REGISTRAR.

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

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

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

     SECTION 5.2 PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE
DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY.

     Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall incur any liability to any holder of any Receipt, if by reason of
any provision of any present or future law or regulation thereunder of the
United States of America or of any other governmental authority or, in the case
of the Depositary, the Registrar or any Depositary's Agent, by reason of any
provision,

                                       13
<PAGE>

present or future, of the Articles of Incorporation or the Certificate of
Determination or, in the case of the Company, the Depositary, the Registrar or
any Depositary's Agent, by reason of any act of God or war or other
circumstances beyond the control of the relevant party, the Depositary, any
Depositary's Agent, the Registrar or the Company shall be prevented or forbidden
from doing or performing any act or thing that the terms of this Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary's Agent, the Registrar or the Company incur any liability to any
holder of a Receipt (a) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of this Deposit
Agreement provide shall or may be done or performed, or (b) by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit
Agreement except, in the case of the Depositary, any Depositary's Agent or the
Registrar, if any such exercise or failure to exercise discretion is caused by
its negligence or bad faith.

     SECTION 5.3 OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE
REGISTRAR AND THE COMPANY.

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

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

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

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

     It is intended that neither the Depositary nor any Depositary's Agent shall
be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or
the Common Stock issued upon conversion or redemption of the Stock under the
federal securities laws or applicable state securities laws, it being expressly
understood and agreed that the Depositary and any Depositary's Agent are acting
only in a ministerial capacity as Depositary for the Stock; provided, however,
that the

                                       14
<PAGE>

Depositary agrees to comply with all information reporting and withholding
requirements applicable to it under law or this Deposit Agreement in its
capacity as Depositary.

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

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

     SECTION 5.4 RESIGNATION AND REMOVAL OF THE DEPOSITARY, APPOINTMENT OF
SUCCESSOR DEPOSITARY.

     The Depositary may at any time resign as Depositary hereunder by written
notice via registered mail of its election to do so delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.

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

     In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 90 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor depositary,
which shall be a bank or trust company, or an affiliate of a bank or trust
company, having its principal office in the United States of America and having
a combined capital and surplus of at least $50,000,000. If a successor
depositary shall not have been appointed in 90 days, the resigning or removed
Depositary may petition a court of competent jurisdiction to

                                       15
<PAGE>

appoint a successor depositary. Every successor depositary shall execute and
deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall promptly
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all rights, title and interest in the Stock and any moneys or property held
hereunder to such successor and shall deliver to such successor a list of the
record holders of all outstanding Receipts. Any successor depositary shall
promptly mail notice of its appointment to the record holders of Receipts.

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

     SECTION 5.5 CORPORATE NOTICES AND REPORTS.

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

     SECTION 5.6 DEPOSIT OF STOCK BY THE COMPANY.

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

     SECTION 5.7 INDEMNIFICATION BY THE COMPANY.

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

                                       16
<PAGE>

     SECTION 5.8 FEES, CHARGES AND EXPENSES.

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


                                  ARTICLE VI
                           AMENDMENT AND TERMINATION

     SECTION 6.1 AMENDMENT.

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

     SECTION 6.2 TERMINATION.

     Whenever so directed by the Company, the Depositary will terminate this
Deposit Agreement by mailing notice of such termination to the record holders of
all Receipts then outstanding at least 30 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate this Deposit
Agreement if at any time 90 days shall have expired after the Depositary shall
have delivered to the Company a written notice of its election to resign and a
successor depositary shall not have been appointed and accepted its appointment
as provided in Section 5.4. In either case, on a date not less than 90 days
after such notice, the Depositary shall deliver or make available for delivery
to holders of Receipts, upon surrender of such Receipts evidencing Depositary
Shares, such number of whole or fractional shares of the Stock as are
represented by the Depositary Shares.

                                       17
<PAGE>

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

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


                                  ARTICLE VII
                                 MISCELLANEOUS

     SECTION 7.1 COUNTERPARTS.

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

     SECTION 7.2 EXCLUSIVE BENEFITS OF PARTIES.

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

     SECTION 7.3 INVALIDITY OF PROVISIONS.

                                       18
<PAGE>

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

     SECTION 7.4 NOTICES.

     Any notices to be given to the Company hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail, or by telegram or telex or telecopier confirmed by
letter, addressed to the Company at 801 Cherry Street, Suite 3900, Fort Worth,
Texas 76102, Attention: Chief Financial Officer, or at any other place to which
the Company may have transferred its principal executive office.

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

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

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

     SECTION 7.5 DEPOSITARY'S AGENTS.

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

     SECTION 7.6 HOLDERS OF RECEIPTS ARE PARTIES.

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

                                       19
<PAGE>

     SECTION 7.7 GOVERNING LAW.

     THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND
THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     SECTION 7.8 HEADINGS.

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

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

AMERICREDIT CORP.


By     ______________________________
Name:  ______________________________
Title: ______________________________


[DEPOSITARY BANK]


By:    ______________________________
Name:  ______________________________
Title: ______________________________

                                       20
<PAGE>

                                   EXHIBIT A


                       DEPOSITARY RECEIPT FOR DEPOSITARY
                      SHARES EACH REPRESENTING __________
                   OF A SHARE OF SERIES ____ PREFERRED STOCK
                                      OF
                               AMERICREDIT CORP.

              (Incorporated under the Laws of the State of Texas)

No.

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

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

                                       21
<PAGE>

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

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

Dated:
       as Depositary and Registrar
By:
       Authorized Signatory

                                       22
<PAGE>

                               [FORM OF REVERSE
                            OF DEPOSITARY RECEIPT]


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

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

     3. REDEMPTION AND CONVERSION OF STOCK. Whenever the Company shall elect to
redeem or be required to convert shares of Stock into shares of Common Stock in
accordance with the Certificate of Determination, it shall (unless otherwise
agreed in writing with the Depositary) give the Depositary in its capacity as
Depositary not less than 5 business days' prior notice of the proposed date of
the mailing of a notice of redemption or conversion of Stock and the
simultaneous redemption or conversion of the Depositary Shares representing the
Stock to be redeemed or converted and of the number of such shares of Stock held
by the Depositary to be redeemed or converted. The Depositary shall, as directed
by the Company in writing, mail, first class postage prepaid, notice of the
redemption or conversion of Stock and the proposed simultaneous redemption or
conversion of Depositary Shares representing the Stock to be redeemed or
converted, not less than 30 and not more than 60 days prior to the date fixed
for redemption or conversion of such Stock and Depositary Shares, to the record
holders of the Receipts evidencing the Depositary Shares to be so redeemed or
converted, at the addresses of such holders as the same appear on the records of
the Depositary; provided, that if the effectiveness of a merger, consolidation
or other transaction makes it impracticable to provide at least 30 days' notice,
the Depositary shall provide such notice as soon as practicable prior to such
effectiveness. Any such notice shall also be published in the same manner as
notices of redemption or conversion of the Stock are required to be published
pursuant to the Certificate of Determination. On the date of any such redemption
or conversion, the Depositary shall surrender the certificate or certificates
held by the Depositary evidencing the number of shares of Stock to be redeemed
or converted in the manner specified in the notice of redemption or conversion
of Stock provided by the Company pursuant to the Certificate of Determination.
The Depositary shall, thereafter, redeem or convert the number of Depositary
Shares representing such redeemed or converted Stock upon the surrender of
Receipts evidencing such Depositary Shares in the manner provided in the notice
sent to record holders of Receipts; provided, that the Depositary shall have
received, upon surrendering such certificate or certificates as aforesaid, a
sufficient number of shares of Common Stock to convert or redeem such number of
Depositary Shares (including, in the event that the Company elects pursuant to
the Certificate of Determination to exercise any option to deliver

                                       23
<PAGE>

shares of Common Stock in lieu of any cash consideration payable on the
effective date of any merger or consolidation, a number of shares of Common
Stock equal to such cash consideration (as determined in the manner set forth in
the Certificate of Determination)), plus any accrued and unpaid dividends
payable with respect thereto to and including the date of any such redemption or
conversion and any other cash consideration payable on the effective date of a
merger or consolidation (other than any dividends or other cash consideration
payable on the effective date of a merger or consolidation that the Company has
elected to pay in shares of Common Stock pursuant to the Certificate of
Determination). In case fewer than all the outstanding Depositary Shares are to
be redeemed, the Depositary Shares to be redeemed shall be selected by the
Depositary by lot or on a pro rata basis.

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

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

     5. TRANSFERS, SPLIT-UPS, COMBINATIONS. Subject to Paragraphs 6, 7 and 8
below, this Receipt is transferable on the books of the Depositary upon
surrender of this Receipt to the Depositary at the Corporate Office or the New
York Office, or at such other offices as the Depositary may designate, properly
endorsed or accompanied by a properly executed instrument of

                                       24
<PAGE>

transfer, and upon such transfer the Depositary shall sign and deliver a Receipt
or Receipts to or upon the order of the person entitled thereto, all as provided
in and subject to the Deposit Agreement. This Receipt may be split into other
Receipts or combined with other Receipts into one Receipt evidencing the same
aggregate number of Depositary Shares evidenced by the Receipt or Receipts
surrendered; provided, however, that the Depositary shall not issue any Receipt
evidencing a fractional Depositary Share.

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

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

     8. PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. If any tax or other
governmental charge shall become payable by or on behalf of the Depositary with
respect to (a) this Receipt, (b) the Depositary Shares evidenced by this
Receipt, (c) the Stock (or fractional interest therein) or other property
represented by such Depositary Shares, or (d) any transaction referred to in
Section 4.6 of the Deposit Agreement, such tax (including transfer, issuance or

                                       25
<PAGE>

acquisition taxes, if any) or governmental charge shall be payable by the holder
of this Receipt, who shall pay the amount thereof to the Depositary. Until such
payment is made, registration of transfer of this Receipt or any split-up or
combination hereof or any withdrawal of the Stock or money or other property, if
any, represented by the Depositary Shares evidenced by this Receipt may be
refused, any dividend or other distribution may be withheld and any part or all
of the Stock or other property (including Common Stock received in connection
with a conversion or redemption of Stock) represented by the Depositary Shares
evidenced by this Receipt may be sold for the account of the holder hereof
(after attempting by reasonable means to notify such holder prior to such sale).
Any dividend or other distribution so withheld and the proceeds of any such sale
may be applied to any payment of such tax or other governmental charge, the
holder of this Receipt remaining liable for any deficiency.

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

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

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

     12. DIVIDENDS AND DISTRIBUTIONS. Whenever the Depositary shall receive any
cash dividend or other cash distribution on the Stock, the Depositary shall,
subject to the provisions of the Deposit Agreement, distribute to record holders
of Receipts such amounts of such sums as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by

                                       26
<PAGE>

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

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

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

     15.  VOTING RIGHTS. Upon receipt of notice of any meeting at which the
holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice, which
shall contain (a) such information as is contained in such notice of meeting,
(b) a statement that the holders of Receipts at the close of business on a
specified record date determined as provided in Paragraph 14 will be entitled,
subject to any applicable provision of law, the Articles of Incorporation or the
Certificate of Determination, to instruct the Depositary as to the exercise of
the voting rights pertaining to the Stock represented by their respective
Depositary Shares, and (c) a brief statement as to the manner in which such
instructions may be given. Upon the written request of a holder of this Receipt
on such record date the Depositary shall endeavor insofar as practicable to vote
or cause to be voted the Stock represented by the Depositary Shares evidenced by
this Receipt in accordance with the instructions set forth in such request. The
Company hereby agrees to take all reasonable action that may be deemed necessary
by the Depositary in order to enable the Depositary to vote such Stock or cause
such Stock to be voted. In the absence of specific instructions from the holder
of this Receipt, the Depositary will abstain from voting to the extent of the
Stock represented by the Depositary Shares evidenced by this Receipt.

                                      27
<PAGE>

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

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

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

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

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

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<PAGE>

     19.  TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company,
the Depositary will terminate this Deposit Agreement by mailing notice of such
termination to the record holders of all Receipts then outstanding at least 30
days prior to the date fixed in such notice for such termination. The Depositary
may likewise terminate the Deposit Agreement if at any time 90 days shall have
expired after the Depositary shall have delivered to the Company a written
notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.4 of the Deposit
Agreement. In either case, on a date not less than 90 days after such notice,
the Depositary shall deliver or make available for delivery to holders of
Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such
number of whole or fractional shares of the Stock as are represented by the
Depositary Shares.

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

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

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

     20.  GOVERNING LAW. THE DEPOSIT AGREEMENT AND THIS RECEIPT AND ALL RIGHTS
THEREUNDER AND HEREUNDER AND PROVISIONS THEREOF AND HEREOF SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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<PAGE>

                              FORM OF ASSIGNMENT

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

Dated:
Signature(s)

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

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

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